exv10w1






Exhibit 10.1




Description of 2011 Compensation Program




Cash Salary — Executive Officers



          The following cash salary and bonus amounts for the Company’s Executive Officers were
recommended by the Compensation Committee and approved by the Independent Directors Compensation
and Personnel Committee. Fiscal year salary and cash bonus amounts are listed below and are
subject to the below Notes section. There are potential cash and equity bonuses that include
performance targets based on core revenue and EPS growth in fiscal 2011:




	 	 	 	 	 	 	 
	Name	 	Increase Date	 	FY2011 Salary ($)
	Pat Cline

	 	April 1, 2010
	 	 	800,000	 
	Steve Plochocki

	 	August 16, 2009
	 	 	522,500	 
	Scott Decker

	 	November 24, 2009
	 	 	350,000	 
	Paul Holt

	 	July 23, 2010
	 	 	310,000	 
	Donn Neufeld

	 	June 1, 2010
	 	 	280,000	 
	Monte Sandler

	 	March 16, 2010
	 	 	270,000	 






Potential Cash Bonus — Executive Officers




     The following is a table of the potential cash bonus that may be paid to the executives
officers based on their obtaining the objectives during fiscal year 2011 contained in the below
criteria.



     The portion of the bonuses related to operating results are based on the Company’s results for
FY2011.



     Revenue and EPS targets do not include any possible FY2011 acquisitions (either revenue or
expense).



     The FY2010 acquisition, Opus Healthcare Solutions, should have it’s entire FY2010 financials
(revenues and expenses for April 1, 2009 — March 31, 2010) incorporated into the below
calculations as though the acquisition of Opus was made on April 1, 2009.



	 	 	 
	Name	 	Potential Cash Bonus Amount
	Pat Cline

	 	100% of Salary
	Steve Plochocki

	 	50% of Salary
	Scott Decker

	 	50% of Salary
	Donn Neufeld

	 	50% of Salary
	Paul Holt

	 	50% of Salary
	Monte Sandler

	 	30% of Salary






 









 





Potential Cash Bonus Criteria — Executive Officers (excluding Pat Cline)



Organic Revenue Growth Criteria — allocated 50% of the total possible bonus:




	 	 	 	 	 
	Organic Revenue Growth	 	% of Criteria Amount
	10%

	 	 	20	 
	15%

	 	 	40	 
	20%

	 	 	60	 
	25%

	 	 	80	 
	30%

	 	 	100	 






     Organic EPS Growth Criteria — allocated 50% of the total possible bonus:



	 	 	 	 	 
	Organic EPS Growth	 	% of Criteria Amount
	10%

	 	 	20	 
	15%

	 	 	40	 
	20%

	 	 	60	 
	25%

	 	 	80	 
	30%

	 	 	100	 






     The percentage shown in the right hand column is awarded when the stated level is reached as a
step function. Full percentage Revenue and EPS increases must be achieved to reach each bonus
level.



     The amount of cash bonus granted will be a percentage based on the same % earned according to
an average of the Revenue and EPS growth criteria above, e.g., for Scott Decker a 25% increase in
Revenue with a 20% growth in EPS would result in an award of (80% + 60%)/2 = 70% of $175,000 (50%
of his $350,000 salary), which would be $122,500 granted for FY 2011.



Potential Cash Bonus Criteria for Pat Cline (1)




     Revenue Growth Criteria — allocated 50% of the total possible bonus:



 









 





	 	 	 	 	 
	Increase in Revenue %	 	% of Criteria Amount
	0 — 12.5: Guaranteed subject to Notes below

	 	 	33.33	 
	12.5 — 25.0

	 	 	33.33 — 100	 






     EPS Growth Criteria — allocated 50% of the total possible bonus:



	 	 	 	 	 
	Increase in EPS %	 	% of Criteria Amount
	0 — 12.5: Guaranteed
	 	 	33.33	 
	12.5 — 25.0
	 	 	33.33 - 100	 






          The bonus compensation will scale proportionately between 12.5% and 25% based on core revenue
and EPS increases. The percentage shown in the right hand column is awarded based on the level
reached, e.g. an 18.75% increase in each of Revenue and EPS would result in 50% of the 66.67%
additional bonus, which would be $266,667 for fiscal 2011.



Potential Equity Awards 




          In addition to the cash bonus for executives, an equity incentive bonus is established
for fiscal year ending March 31, 2011.




     The awards will be made after the 2011 fiscal year-end based in part on the CEO’s
recommendation to the compensation committee and counseling with the executive officer in charge of
each of the respective divisions.



     Revenue and EPS targets do not include any possible FY2011 acquisitions (either revenue or
expense).



     The FY2010 acquisition, Opus Healthcare Solutions, should have it’s entire FY2010 financials
(revenues and expenses for April 1, 2009 — March 31, 2010) incorporated into the below
calculations.



     Option exercise prices will be the closing price of the Company’s shares on the date of grant.
The options will vest in 5 equal annual installments commencing one year after the date of grant
and have an 8 year expiration.



	 	 	 	 	 
	Individual or Group	 	Potential Options
	Non-Executive Officer Employees Potential Option Pool
	 	 	160,000	*
	Pat Cline
	 	 	45,000	 
	Steve Plochocki
	 	 	20,000	 
	Donn Neufeld
	 	 	15,000	 
	Scott Decker
	 	 	15,000	 
	Paul Holt
	 	 	10,000	 
	Monte Sandler
	 	 	10,000	 
	Unspecified
	 	 	5,000	 








 




			
	*	 	25,000 options of this pool are for top sales persons.




 









 










Potential Equity Award Criteria — Executive Officers (excluding Pat Cline)




     Organic Revenue Growth Criteria — allocated 50% of the total possible equity bonus:



	 	 	 	 	 
	Organic Revenue Growth	 	% of Criteria Amount
	10%

	 	 	20	 
	15%

	 	 	40	 
	20%

	 	 	60	 
	25%

	 	 	80	 
	30%

	 	 	100	 






     Organic EPS Growth Criteria — allocated 50% of the total possible equity bonus:



	 	 	 	 	 
	Organic EPS Growth	 	% of Criteria Amount
	10%

	 	 	20	 
	15%

	 	 	40	 
	20%

	 	 	60	 
	25%

	 	 	80	 
	30%

	 	 	100	 






     The percentage shown in the right hand column is awarded when the stated level is reached as a
step function. Full percentage Revenue and EPS increases must be achieved to reach each bonus
level.



     The number of option shares granted will be a percentage based on the same % earned according
to an average of the Revenue and EPS growth criteria above, e.g., for Scott Decker a 25% increase
in Revenue with a 20% growth in EPS would result in an award of (80% + 60%)/2 = 70% of the 15,000
option shares, which would be 10,500 option shares granted for FY 2011.



Potential Equity Award Criteria for Pat Cline (1)




          The number of option shares granted will be a percentage based on the same % as the cash
bonus earned according to the EPS growth criteria for Pat Cline above, e.g. an 18.75% increase in
EPS would result in an award of 15,000 option shares or a total of 30,000 option shares granted for
FY2011.





 









 








Other Terms and Requirements for all Executive Officer’s Cash and Equity Bonuses





	 	1.	 	Must be in good standing as a full time employee of QSI at least 2 weeks beyond
the release of the 2011 earnings report.
	 
	 	2.	 	No compensated outside work without the Board’s prior written approval.
	 
	 	3.	 	Execution of a confidential information / non-compete agreement.
	 
	 	4.	 	Payment of the bonus is to be recommended by the Compensation Committee for
approval by the Board, based on audited financial statements (including options and
compensation). The Board’s determination will be final.