Exhibit 10.1
    

    
      The athenahealth Executive Incentive
      Plan
    

    
    	
          I.
        	
          
            Purpose – The purpose of the Executive Incentive
            Plan (the “Plan”) of athenahealth, Inc. (the “Company”) is to:
          

        
	

        	
          a.
        	
          attract, retain, and motivate the highest quality executives;
        
	

        	
          b.
        	
          provide participants with significant incentive through focus of our
          resources on our business strategy by maximizing revenue, managing
          expenses, and enabling the Company to produce long-term growth,
          thereby increasing the Company’s value to the Company’s
          shareholders; and
        
	

        	
          c.
        	
          foster a cooperative teaching and learning environment that focuses
          on delivering shareholder value, providing the highest level of
          service to our clients, and respecting each other.
        
	
          II.
        	
          
            Overview – The Plan has two parts, one for the Chief
            Executive Officer (the “CEO”) and another plan for the heads of
            the corporate or divisional areas. These plans are designed to
            reward the Company’s eligible executives (the “Participants”)
            specifically for the performance of the Company’s business
            strategy. Individual award amounts are determined by the results
            of the overall Company and each Participant’s divisional results.
            Awards are paid annually for the CEO Incentive and quarterly for
            the Corporate/Divisional Incentive.
          

        
	
          III.
        	
          
            Plan Period – The Plan will be effective from
            January 1st, until December 31st, (the “Plan Period”).
          

        
	

        	
          a.
        	
          For the CEO Incentive Plan payments of awards will be made annually
          and it is the intent of the Plan that the payment shall be paid
          within 73 days of the close of the Plan Period.
        
	

        	
          b.
        	
          For the Corporate/Divisional Incentive Plan payments of awards will
          be made quarterly and it is the intent of the Plan that payments for
          quarters 1, 2 and 3 be paid within 30 days of the close of that
          quarter. In the case of the 4th Quarter award, it is the
          intent of the Plan that payments shall be paid within 73 days of the
          close of the Plan Period.
        
	
          IV.
        	
          
            Plan Eligibility – In order to be considered
            eligible for an award under the Plan, a Participant must:
          

        
	

        	
          a.
        	
          be an actively employed regular full-time or regular part-time
          employee in good standing of the Company or one of its subsidiaries
          during the Plan Period;
        
	

        	
          
            b.
          

        	
          for the CEO Incentive Plan, be the Company’s named Chief Executive
          Officer;
        
	

        	
          c.
        	
          for the Corporate/Divisional Incentive Plan, be a Senior Vice
          President or Executive Vice President in charge of a division of the
          Company or with Company-wide responsibilities;
        
	

        	
          d.
        	
          not be a participant in another stand-alone incentive plan of the
          Company or any of its subsidiaries;
        
	

        	
          e.
        	
          not be on written or oral performance warning; and
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	
          
             
          

        	
          
            f.
          

        	
          be an actively employed regular full-time or regular part-time
          employee in good standing of the Company or one of its subsidiaries
          as of the date of the award payout (the “Award Date”).
        
	
          V.
        	
          
            Change of Control – Participants who are terminated
            as the result of a change in control of the Company, as determined
            in the sole and absolute discretion of the Company’s Board of
            Directors and, in the case of the Corporate/Divisional Incentive
            Plan, the CEO will be eligible for payment of awards for that
            portion of the Plan Period pro-rated through the date of
            termination.
          

        
	
          VI.
        	
          
            Death – If a Participant’s employment is terminated
            by reason of death that Participant shall cease to be a
            Participant in the Plan as of the date of death, but will remain
            eligible for payment of an award pro rated for time of his or her
            participation in the Plan prior to point of death. The award will
            be paid to the Participant’s estate or other legally designated
            beneficiary.
          

        
	
          VII.
        	
          
            Disability/Retirement – If a Participant’s
            employment is terminated by reason of disability or retirement, he
            or she shall cease to be a Participant in the Plan on the
            effective date of such disability or retirement, but will remain
            eligible for payment of an award pro rated for the time of his or
            her participation in the Plan prior to point of disability or
            retirement.
          

        
	
          VIII.
        	
          
            New Hires/Transfers In – An employee becomes a
            Participant upon being hired or transferred into a Plan-eligible
            position during the Plan Period and qualifies for payment of an
            award as outlined in Section XIII, Individual Awards. The
            Participant is eligible for payment of an award pro-rated for
            their time in the Plan starting at the point of hire/transfer in
            to the end of the Quarter in which the change took place.
          

        
	
          IX.
        	
          
            Promotions/Other Changes in Positions (to Ineligible
            Positions) – A Participant whose position changes
            (lateral transfer, demotion, etc.) within the Company to a
            position ineligible for participation in the Plan during the Plan
            Period shall cease to be a Participant in the Plan on the
            effective date of such promotion/change in position, but will
            remain eligible for payment of an award pro-rated for the
            Participant’s time in the Plan prior to the point of the
            promotion/change in position.
          

        
	
          X.
        	
          
            Promotions/Other Changes in Positions (to Eligible Positions)
            – A Participant whose position changes (lateral transfer,
            demotion, etc.) within the Company to a position eligible for
            participation in the Plan during the Plan Period shall be a
            Participant in the Plan on the effective date of such
            promotion/change in position. That Participant will remain
            eligible for payment of an award with the pool funded at his or
            her current funding target levels.
          

        
	
          XI.
        	
          
            Termination – If a Participant voluntarily or
            involuntarily terminates his or her employment with the Company
            prior to the Award Date, he or she shall forfeit any unpaid awards.
          

        
	
          XII.
        	
          
            Funding
          

        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	

        	
          a.
        	
          Overall Plan Funding – The Plan begins to fund as the Company
          starts to attain its threshold Company corporate scorecard targets.
          The Plan funds fully upon achievement of the Company’s corporate
          scorecard targets. The funding of the Plan may be increased or
          decreased based on Company performance as determined by the
          Compensation Committee of the Company, the Board of Directors, and
          the CEO in their absolute discretion.
        
	

        	
          b.
        	
          CEO Award Pool Funding – The Board of Directors in their
          absolute discretion will determine the criteria for the allocation
          of the Overall Plan Funding. Performance is based on the level of
          Net Income. Finance determines the level of awards based upon Net
          Income achievement and will make award recommendations to the Board
          of Directors, accordingly.
        
	

        	
          c.
        	
          Corporate Award Pool Funding – The CEO in his or her absolute
          discretion will determine the criteria for the allocation of the
          Overall Plan Funding. Performance criteria may vary from year to
          yearand shall be announced separately by the CEO. Finance determines
          the total award pool based upon corporate scorecard achievement and
          fundinf targets by job levels and salaries and will make award
          recommendations to the CEO, accordingly. Payment – It is the
          Company’s intent to pay the accrued Award out fully, without
          reductions due to changes in the number of Participants between
          December 31 and the Award Date.
        
	
          XIII.
        	
          
            Individual Awards –
          

        
	

        	
          a.
        	
          CEO Award
        
	

        	

        	
          i.
        	
          The Board of Directors in their absolute discretion will determine
          the general criteria that apply to the allocation of the CEO Award.
        
	

        	

        	
          ii.
        	
          Participants are subject to maxima for awards as determined by the
          size of the Award Pool and/or guidelines allocated to the CEO.
        
	

        	

        	

        	
          1.
        	
          The Participant will have performance targets set in relation to the
          division in which he or she works.
        
	

        	

        	

        	
          2.
        	
          The Participant’s awards will be based on that Participant’s
          contribution to Corporate objectives as well as individual business
          goals.
        
	

        	

        	

        	
          3.
        	
          Total cash compensation (base salary plus incentive award) is
          considered and may affect the final award.
        
	

        	

        	
          iii.
        	
          Actual awards will depend on the Company’s Net Income and the
          performance of the Participant.
        
	

        	

        	
          iv.
        	
          Final awards are subject to the approval of the Board of Directors.
        
	

        	

        	
          v.
        	
          Awards are paid in cash unless otherwise designated by the Board of
          Directors.
        
	

        	
          b.
        	
          Corporate Awards
        
	

        	

        	
          i.
        	
          The CEO in his or her absolute discretion will determine the general
          criteria that apply to the allocation of individual awards.
        
	

        	

        	
          ii.
        	
          Participants are subject to maxima for awards as determined by the
          size of the Award Pool and/or guidelines allocated by the CEO.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
    	

        	

        	

        	
          1.
        	
          Each Participant will have individual performance targets set in
          relation to the division in which he or she works.
        
	

        	

        	

        	
          2.
        	
          Each Participant’s awards will be based on that Participant’s
          contribution to Company as well as individual business goals.
        
	

        	

        	

        	
          3.
        	
          Total cash compensation (base salary plus incentive award) is
          considered and may affect the final awards.
        
	

        	

        	
          iii.
        	
          Actual awards will depend on the Company’s overall performance and
          the performance of the individual Participants.
        
	

        	

        	
          iv.
        	
          Final awards are subject to the approval of the CEO.
        
	

        	

        	
          v.
        	
          Awards are paid in cash unless otherwise designated by the CEO.
        
	
          XIV.
        	
          
            Legal Statement
          

        
	

        	
          a.
        	
          Employment and Governing Law – The Plan is subject to the
          laws of the Commonwealth of Massachusetts and does not imply any
          form of continued employment.
        
	

        	
          b.
        	
          Amending the Plan – This Plan may be subject to change in
          part or in whole without notice at the discretion of the Company’s
          Board of Directors and the CEO (the “Plan Administrators”). The Plan
          Administrators also reserve the right to terminate the Plan at any
          time without notice.
        
	

        	
          c.
        	
          Tax Withholding – No part of any award shall be required to
          be delivered until the applicable Participant (or, if that
          Participant is deceased, his or her estate or legally appointed
          beneficiary) has had the full amount of required tax withholding due
          in connection with such award delivery withheld or has made other
          provisions satisfactory to the Company for the required tax
          withholding due in connection with such award delivery.
        
	

        	
          d.
        	
          Benefits – The award amounts may not be counted as part of
          any pension, retirement, or benefits plan unless specifically stated
          within the plan document of that particular pension, retirement, or
          benefits plan.
        


    

    
      This Plan Document is effective 1/1/10 and supersedes any prior annual
      incentive plan document)
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      Appendix
    

    
      2010 SVP Corporate Incentive Plan Targets
      and Weightings
    

    
    	
           
        	
           
        	
           
        	
           
        	
           
        
	
          Executive
        	
          
            Low 
          

          
            (“Below” 
          

          
            Rating)
          

        	
          
            Target 
          

          
            (“Meets” 
          

          
            Rating)
          

        	
          
            High 
          

          
            (“Exceeds” 
          

          
            Rating)
          

        	
          
            Corporate
          

          
            Weighting
          

        
	
          
            Divisional
          

          
            Executives
          

        	
          40%
        	
          60%
        	
          70%
        	
          100%
        


    

    
      Notes:
    

    
    	
           
        	
          
            ●
          

        	
          The above table describes the levels and weightings by the
          Participant’s position.
        
	

        	
          
            ●
          

        	
          Actual awards are a factor of Company funding based on the
          performance of Company results against plan (the scorecard); and
        
	

        	
          
            ●
          

        	
          The Low, Target and High award percentages listed above are
          applicable to each Participant and are based upon their performance
          appraisal rating as determined by the CEO from the prior Plan Year.
        
	

        	
          
            ●
          

        	
          For every percentage point over (or under) the weighted Company
          target, the Participant’s Incentive target will increase (or in the
          case of being under target, decrease) by 2 percentage points for a
          maximum potential award of 100% of the eligible earned base salary.