Exhibit 10.1


 


EXECUTION COPY







 


 





SEPARATION
AGREEMENT


 


This Separation Agreement
(this “Agreement”) is effective as of the 25th day of April, 2012 (the “Effective Date”),
by and between Philip M. Pead (“Executive”) and Allscripts Healthcare Solutions, Inc., a corporation organized
and existing under the laws of the State of Delaware (formerly known as Allscripts-Misys Healthcare Solutions, Inc., “Company”),
concerning the termination of Executive’s employment with Company. Terms used in this Agreement but not specifically defined
herein shall have the same meaning as in the Employment Agreement (defined below).


 


WHEREAS, Company and
Executive entered into an Employment Agreement dated June 9, 2010 (the “Employment Agreement”), attached
hereto as Exhibit A; and


 


WHEREAS, Company and
Executive desire to set forth the terms of Executive’s termination of employment, severance benefits, and other matters related
thereto.


 


NOW, THEREFORE, in
consideration of the foregoing premises, of the mutual agreements and covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.Termination
Date. As of the close of business on April 25, 2012 (the “Termination Date”), Executive’s service
as an officer and employment with Company is terminated and Executive irrevocably resigns from all other positions with, and boards
of directors of, any subsidiaries and affiliated companies of Company, including but not limited to Executive’s position
as Chairman of the Board of Directors of Company (the “Board”) and as a member of the Board.


 


2.Severance
Pay and Benefits. Executive’s termination of employment shall be pursuant to Section 4.3 of the Employment Agreement
(“Termination without Cause”).Subject to Executive’s compliance with the terms of this Agreement and the
expiration of the revocation period of the Release required per Section 4, Executive shall receive:


 


(a)All Accrued Amounts
pursuant to Section 4.5.1 of the Employment Agreement.


 


(b)The other payments
and benefits set forth in Section 4.5.1 of the Employment Agreement, which are described and shall be paid or provided in accordance
with the terms of Schedule 1 attached to this Agreement.


 


(c)In addition to
the equity award vesting described in clause (iii) of Section 4.5.1 of the Employment Agreement, vesting and delivery of additional
restricted stock units (“RSUs”) as described on Schedule 1 and extension of the period in which Executive
may exercise any stock options vested as of the Termination Date to April 24, 2013 as described on Schedule 1.


 


(d)In accordance
with the terms of the Eclipsys Corporation Incentive Retention Plan (the “Retention Plan”) and Executive’s
Retention Plan Participation Agreement dated August 20, 2010, Executive’s cash and performance share awards granted pursuant
to the Retention Plan shall fully vest and be paid or delivered as set forth on Schedule 1.


 



    	 



    	 



    

 


(e)A lump sum cash
payment of $145,000, to be paid to Executive within fourteen (14) days of the expiration of the revocation period of the Release.


 


(f)Reimbursement
of reasonable attorneys fees incurred by Executive in regard to his separation from Company, subject to a maximum of $25,000, to
be paid (i) within fourteen (14) days after Company receives documentation of such expenses and (ii) in accordance with the last
paragraph of Section 10.14 of the Employment Agreement.


 


(g)All expenses incurred
by Executive prior to the Termination Date that are reimbursable pursuant to Section 3.4 of the Employment Agreement. Such expenses
shall be paid (i) within fourteen (14) days after Company receives documentation of such expenses and (ii) in accordance with the
last paragraph of Section 10.14 of the Employment Agreement.


 


3.No Other Payments.
Executive expressly acknowledges and agrees that, other than as specifically provided for in this Agreement and on Schedule
1, no additional payments or benefits are due from Company on any basis whatsoever, including but not limited to no payment
under Company’s 2012 bonus program, and that Executive’s outstanding, unvested equity awards are forfeited as of the
Termination Date, other than as described on Schedule 1.


 


Because Executive will
not be an employee of Company after the Termination Date, Executive acknowledges and agrees to retain separate counsel and/or advice
regarding whether he holds “material non-public information” regarding Company and whether it is legal, permissible
or in Executive’s best interest to exercise his stock options and sell Company stock under the applicable laws, rules or
regulations of the Securities and Exchange Commission or any other applicable Federal or state laws. Company is not, nor will be,
responsible for any decisions that Executive makes with respect to the exercise of stock options.


 


4.Release.


 


(a)The benefits and
payments to Executive provided under this Agreement are subject to Executive’s execution of (without revocation) and delivery
to Company by the twenty-third (23rd) day following the Termination Date of a release and waiver (the “Release”)
in the form attached hereto as Exhibit B.


 


(b)Subject to the
expiration of the revocation period under the Release and in exchange for Executive’s obligations under this Agreement, Company
and its predecessors, parents, subsidiaries, divisions, related or affiliated companies, benefit plans, plan administrators and
other plan fiduciaries, officers, directors, stockholders, successors, assigns, representatives, agents and counsel hereby agree
to waive any and all rights in connection with, and to fully release and forever discharge Executive from any and all torts, contracts,
claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in
any form whatsoever, whether now known or unknown, in law or in equity, which Company has or ever had (from the beginning of time
through and including the Effective Date) against Executive, including without limitation on account of or in any way arising out
of, relating to or in connection with Executive’s employment by or separation of employment from Company, and any and all
claims for damages or injury to any entity, person, property or reputation arising therefrom, and any claim under any federal,
state or local law, statute, ordinance, guideline, regulation, order or common-law principle of any state; provided, however, nothing
herein precludes Company from enforcing its rights under this Agreement or its rights to recover taxes, advances or reimbursement
of expenses if such taxes, advances or expense reimbursements were provided to Executive in violation of law or then-current Company
policy.


 



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5.Restrictive
Covenants. Executive expressly acknowledges and agrees that Section 5 (“Noncompetition and Confidentiality”)
of the Employment Agreement is replaced in its entirety by this Section 5. The growth and development of Company and
its affiliates and subsidiaries (collectively, the “Company Group”) depends to a significant degree on the possession
and protection of its customer lists, customer information and other confidential and proprietary information relating to the Company
Group’s products, production methods, research and development and marketing. All Company Group employees and others engaged
to perform services for the Company Group have a common interest and responsibility in seeing that such customer information and
other confidential information is not disclosed to any unauthorized persons or used other than for the Company Group’s
benefit. Therefore, in consideration for the payments and benefits provided under Section 2 and on Schedule 1 and
other mutual promises contained herein:


 


(a)Non-Solicitation;
No-Hire. Executive acknowledges that the identity and particular needs of the Company Group’s customers are not generally
known in the health care information technology and consulting industry; that the Company Group has near permanent relationships
with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents
and information regarding the Company Group’s pricing, sales, costs and specialized requirements of the Company Group’s
customers are highly confidential and constitute trade secrets. Accordingly, Executive covenants and agrees, which covenant and
agreement is the essence of this Section 5 and the benefits and mutual promises provided under this Agreement, that for
a period of eighteen (18) months after the Termination Date, Executive will not, except on behalf of the Company Group, directly
or indirectly: (i) call on or solicit any Prospects or any accounts or customers of the Company Group which Executive called upon,
solicited or sold to while employed by the Company Group, for the purpose of soliciting, selling and/or providing, to any such
Prospect, account or customer, any products or services in competition with any products or services then-being sold by the Company
Group; and (ii) solicit, or accept if offered to Executive, with or without solicitation, the services of any person who is an
employee of the Company Group, nor solicit any employee of the Company Group to terminate employment with the Company Group, nor
agree to hire any employee of the Company Group into employment with Executive or any other person or entity; provided, however,
specifically excluded from this clause (ii) is Executive’s hiring or solicitation for hire of his administrative assistant,
Cheryl Simmons. Executive agrees not to solicit in violation of clause (i) above such Prospects, accounts, customers or employees
for Executive or for any other person, corporation, partnership or other business entity. “Prospects” means
entities or individuals which have had direct contact with Executive for the purpose of having such entity or individual enter
into a relationship with a member of the Company Group for the purpose of providing products or services to such entity or individual.


 



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(b)Non-Interference
with Business Relationships. For a period of eighteen (18) months after the Termination Date, Executive will not interact with
any person or entity with which the Company Group has a business relationship as of the Termination Date, if such interaction is
with the intent of affecting such relationship or potential relationship in a manner adverse to the Company Group.


 


(c)Non-Competition.
In consideration of Executive’s access to and entrustment of Confidential Information (as defined below) and trade secrets,
the benefits provided hereunder and other mutual promises contained herein, and as a condition precedent to such benefits provided
hereunder, Executive agrees that for a period of eighteen (18) months after the Termination Date, Executive shall not, directly
or indirectly, for Executive’s own benefit or for the benefit of others, render services for a Competing Organization in
connection with Competing Products or Services anywhere within the Restricted Territory; provided, however, that notwithstanding
anything to the contrary contained in this Agreement, (A) following a period of six (6) months after the Termination Date,
Executive may serve as a director on the board of directors or advisory board of a Competing Organization and (B) this Section
5(c) shall not apply to Executive’s service following the Termination Date on the board of directors of the two companies
disclosed to the Company in writing on the date hereof. The prohibitions in this Section 5(c) apply regardless of where
such services physically are rendered.


 


For purposes of this
Agreement, “Competing Products or Services” means products, processes, or services of any person or organization
other than the Company Group, in existence or under development, which are substantially the same, may be substituted for, or applied
to substantially the same end use as the products, processes, or services of the Company Group with which Executive worked during
the time of Executive’s employment with the Company Group or about which Executive acquired Confidential Information through
Executive’s work with the Company Group.


 


For purposes of this
Agreement, “Competing Organization” means persons or organizations, including Executive, engaged in or, to Executive’s
knowledge, about to be engaged in, research or development, production, distribution, marketing, providing or selling of a Competing
Product or Service.


 


For purposes of this
Agreement, “Restricted Territory” means (i) within the United States and within each country in which the Company
Group has conducted business in the prior twenty-four (24) month period, but if such area is determined by judicial action to be
too broad, then it shall mean (ii) within the continental United States, but if such area is determined by judicial action to be
too broad, then it shall mean (iii) within any geographic region in which Executive has performed services for the Company Group
during the last two (2) years of Executive’s employment with the Company Group. Executive agrees that in the event a court
determines the length of time or the geographic area or activities prohibited under this Section 5 are too restrictive to
be enforceable, the court may reduce the scope of the restriction to the extent necessary to make the restriction enforceable.


 





 



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 (d)Standstill.
Except for securities acquired pursuant to or as contemplated by this Agreement, neither Executive nor any affiliates or representative
of Executive (acting on behalf of or in concert with Executive, any of Executive’s affiliates or any of Executive’s
other representatives) will, at any time during the eighteen (18)-month period commencing on the Termination Date (or, at any time
during such period, assist, advise, act in concert or participate with or encourage others to), directly or indirectly: (i) acquire
or agree, offer, seek or propose to acquire, by purchase, tender offer, exchange offer, agreement or business combination or in
any other manner, any ownership, including, but not limited to, beneficial ownership, as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, of any of the assets, businesses or securities of Company or any direct or indirect subsidiary thereof, or
any rights or options to acquire such ownership (including from any third party); (ii) offer to enter into or propose any merger,
business combination, recapitalization, restructuring or other extraordinary transaction with Company or any direct or indirect
subsidiary thereof; (iii) initiate any stockholder proposal or the convening of a stockholders’ meeting of or involving Company
or any direct or indirect subsidiary thereof; (iv) solicit proxies (as such terms are defined in Rule 14a-1 under the Exchange
Act), whether or not such solicitation is exempt pursuant to Rule 14a-2 under the Exchange Act, with respect to any matter from,
or otherwise seek to influence, advise or direct the vote of, holders of any shares of capital stock of Company or any securities
convertible into, exchangeable for or exercisable for (in each case, whether currently or upon the occurrence of any contingency)
such capital stock, or make any communication exempted from the definition of solicitation by Rule 14a-1(l)(2)(iv) under the Exchange
Act; (v) otherwise seek or propose to influence, advise, change or control the management, board of directors, governing instruments,
affairs or policies of Company or any direct or indirect subsidiary thereof; (vi) enter into any discussions, negotiations, agreements,
arrangements or understandings with any other person with respect to any matter described in the foregoing clauses (i) through
(vi); (vii) request that Company (or any of its representatives) amend or waive any provision of this subsection (d); or (viii)
other than as required by law, make any public disclosure, or take any action that could reasonably be expected to require Executive
or Company to make a public disclosure, with respect to any of the matters set forth in this subsection (d).


(e)Reasonableness
of Restriction.


 


(i)Executive acknowledges
that the foregoing non-solicitation, non-competition and standstill restrictions placed upon Executive are necessary and reasonable,
and that it has been made clear to Executive that Executive’s compliance with Section 5 of this Agreement is a material
condition to the benefits provided to Executive pursuant to Section 2 and Schedule 1 of this Agreement. Executive
further acknowledges and agrees that, if Executive breaches any of the requirements of subsections (a), (b) and (c) of this Section
5, the restricted periods set forth therein shall be tolled during the time of such breach.


 


(ii)Executive further
acknowledges and agrees that the Company Group has attempted to impose the restrictions contained hereunder only to the extent
necessary to protect the Company Group from unfair competition. However, should the scope or enforceability of the restrictive
covenant be disputed at any time, Executive specifically agrees that a court may modify or enforce the covenant to the full extent
it believes to be reasonable under the circumstances existing at the time.


 





 



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 (f)Non-Disclosure.
Executive further agrees that after the Termination Date Executive will not use for himself or for others or divulge or convey
to any other person (except those persons designated by the Company Group) any Confidential Information (as defined below) obtained
by Executive during the period of Executive’s employment or consulting with the Company Group. Executive agrees to observe
all Company policies and procedures that are in effect as of the Termination Date concerning such Confidential Information. Executive
agrees that, except as may be permitted by written Company policies, Executive will not remove from Company’s premises any
of such Confidential Information without the written authorization of the Company Group. Executive further agrees not to disclose
or use after the Termination Date any Confidential Information unless hereafter specifically authorized to do so by the Company
Group in writing, except that Executive may disclose and use such information when necessary in the performance of Executive’s
duties for the Company Group. Executive’s obligations under this Agreement will continue with respect to Confidential Information
until such information becomes generally available from public sources through no fault of Executive’s. After the Termination
Date Executive shall not disclose to any person the terms and conditions of Executive’s employment by the Company Group,
except to close family members and to legal and accounting professionals who require the information to provide a service to Executive,
or as required by law. Notwithstanding the foregoing, Executive may disclose Confidential Information if Executive is legally compelled
by subpoena or otherwise, or is required by a regulatory body to make any disclosure that is otherwise prohibited by this subsection
(f), in which case Executive will promptly notify the Company Group so that the Company Group may seek a protective order or other
appropriate remedy if the Company Group deems such protection or remedy necessary under the circumstances. Subject to the foregoing,
Executive may furnish only that portion of Confidential Information that Executive is legally compelled or required to disclose.


 


(g)Definition
of Confidential Information. As used herein, “Confidential Information” shall include, but is not limited
to, the following categories of information, knowledge, or data currently known relating to the Company Group’s business
which is not in the public domain or otherwise publicly available (other than as result of a wrongful act of an agent or employee
of the Company Group):


 


(i)Any information
concerning the Company Group’s development methodologies or processes, products, suppliers or vendors, services, research
and development, new product development, inventions, technological and engineering data, formulas, production plans and methods,
and any related technical or manufacturing information;


 


(ii)Any information
concerning the Company Group’s financial or profit data, pricing and cost formulas, marketing information, sales representative
or distributor lists, and any information relating to corporate developments (including possible acquisitions and divestitures);


 


(iii)Any information
concerning the Company Group’s current or prospective customer lists and arrangements, equipment and methods used or preferred
by the Company Group’s customers;


 


(iv)Any information
concerning the Company Group’s use of computer software, source code, object code, or algorithms retained in the Company
Group’s computer or computer systems;


 



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(v)Any information
supplied to or acquired by the Company Group under an obligation to keep such information confidential, including without limitation
Protected Health Information (PHI) as that term is defined by the Health Insurance Portability and Accountability Act (HIPAA);
and


 


(vi)Any information
known by Executive to (x) have value to the Company and (y) not be generally available to the public.


 


Executive hereby acknowledges
that some of this information may not be a “trade secret” under applicable law. Nevertheless, Executive agrees not
to disclose it except as otherwise permitted under this Agreement.


 


(h)Injunctive
Relief. Executive further expressly acknowledges and agrees that any breach or threatened breach of the provisions of this
Section 5 shall entitle any member of the Company Group, in addition to any other legal remedies available to it, to seek
injunctive relief, to prevent any violation of this Section 5 without the necessity of any member of the Company Group posting
bond or furnishing other security and without proving special damages or irreparable injury. Executive recognizes, acknowledges
and agrees that the Company Group’s right to seek such injunctive relief is necessary to protect the Company Group’s
interest.


 


6.Severability.
If any provision or provisions of this Section 5 shall be void, unlawful or unenforceable in whole or in part, such provision
or provisions shall be deemed stricken from this Agreement, but this Section 5 and Agreement shall not otherwise be affected
and the remaining provisions shall continue in full force and effect.


 


7.Return of
Company Property. Executive represents and warrants that, on or before the third day following the Termination Date (the “Return
Date”), Executive will return to Company or leave behind in Executive’s office in Atlanta all Company property
in his possession or control, including all keys, files, records (whether, paper, electronic media or otherwise), equipment (including,
but not limited to, computer hardware, software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company
identification, Company vehicles and any other Company-owned property in his possession or control. Executive also represents and
warrants that Executive shall not retain copies of any such property or information (excluding, however, information relating solely
to Executive’s own employment, compensation and benefits). Executive shall have access to his office in Atlanta until the
second day after the Termination Date and may take his personal property from his office or have the Company deliver such property
to his home, at Executive’s election. Executive represents and warrants that he has left, and will continue to leave, intact
all electronic Company documents, including but not limited to those Executive developed or helped develop during his employment
and that Executive has canceled by the Return Date all accounts for his benefit, if any, in Company’s name, including but
not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts. On the day following
the Termination Date, Executive shall provide the Company his Company-provided laptop computer; the Company shall cause all Company
information to be removed from such computer and shall promptly return it to Executive for him to retain as his personal property.
On or before the day following the Termination Date, Executive shall provide Company in writing any password needed to access programs
and files on his computer.


 



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8.Non-Disparagement.
Executive agrees not to make any adverse or disparaging comments (oral or written, including but not limited to, via any form of
electronic media) about Company, its affiliates, or any of their respective officers, directors, managers or employees which may
tend to impugn or injure their reputation, goodwill and relationships with their past, present and future customers, employees,
vendors, investors and with the business community generally. Company agrees that its executive officers and directors shall not
make any adverse or disparaging comments about Executive which may tend to impugn or injure Executive’s reputation and, upon
Company having knowledge that an officer of the Company is making adverse or disparaging comments about Executive which may tend
to impugn or injure Executive’s reputation, the Company shall promptly instruct such officer to cease making such comments.
Nothing in this Section 8 is intended to prohibit, limit or prevent Executive or Company’s officers or directors from providing
truthful testimony in a court of law, to a regulatory or law enforcement agency or pursuant to a properly issued subpoena, and
such testimony would not be deemed to be a violation of this Section 8 or Section 9.


 


9.Agreed Statement.
Executive and Company mutually agree that any public statement either makes regarding the cessation of Executive’s service
to Company shall track the following: “Philip M. Pead’s][my] service as the chairman of the board, a director and officer
of the Company terminated on April 25, 2012, after the Board engaged in extensive deliberations regarding the leadership of the
Company. [We][I] wish [Mr. Pead][the Company] the best of luck in the future.”


 


10.Cooperation.
Executive agrees to cooperate, subject to reimbursement by Company of reasonable out-of-pocket costs and expenses, with all reasonable
requests of Company and its counsel with respect to any matter (including any litigation, investigation or governmental proceeding)
which relates to matters with which Executive was directly and substantially involved during his employment with Company. Such
to the foregoing, such cooperation shall include appearing from time to time at the offices of Company or Company’s counsel
in Chicago, Illinois, for conferences and interviews and in generally providing the officers of Company and its counsel with the
full benefit of Executive’s knowledge with respect to any such matter. Executive agrees to render such cooperation in a timely
fashion and at such times as may be mutually agreeable to the parties.


 


11.Waiver of
Any Re-Employment Right. Executive waives all interest in and right to reinstatement or re-employment with Company and any
of its affiliates and agrees that any application for re-employment may be rejected without explanation or liability pursuant to
this provision.


 


12.Miscellaneous.


 


(a)Binding Effect.
This Agreement shall be binding upon each of the parties and upon their respective heirs, administrators, representatives, executors,
successors and assigns, and shall inure to the benefit of each party and to their respective heirs, administrators, representatives,
executors, successors and assigns.


 



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(b)Applicable
Law. This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to the conflict
of law provisions of any jurisdiction.


 


(c)Dispute Resolution.
Executive expressly acknowledges and agrees that Section 10.9 (“Dispute Resolution and Arbitration”) of the Employment
Agreement remains in full force and effect.


 


(d)Scope of Agreement.
This Agreement and, as indicated, the Employment Agreement reflect the entire agreement between Executive and Company with respect
to the terms and conditions of Executive’s employment relationship with Company and the termination of such employment relationship
and, except as specifically provided herein, supersede all prior agreements and understandings, written or oral relating to the
subject matter hereof.


 


(e)Notices.
Any notice pertaining to this Agreement shall be in writing and shall be given in accordance with Section 10.6 of the Employment
Agreement.


 


(f)Waiver of Breach.
The waiver by either party to this Agreement of a breach of any provision of this Agreement shall not operate as or be deemed a
waiver of any subsequent breach by such party. Continuation of benefits hereunder by Company following a breach by Executive of
any provision of this Agreement shall not preclude Company from thereafter exercising any right that it may otherwise independently
have to terminate said benefits based upon the same violation.


 


(g)Amendment.
This Agreement may not be modified or amended except by a writing signed by the parties to this Agreement.


 


(h)Counterparts.
This Agreement may be signed manually or via electronic signature and in multiple counterparts, each of which shall be deemed an
original. Any executed counterpart returned by facsimile or PDF shall be deemed an original executed counterpart.


 


(i)No Third Party
Beneficiaries. Unless specifically provided herein, the provisions of this Agreement are for the sole benefit of the parties
to this Agreement and are not intended to confer upon any person not a party to this Agreement any rights hereunder.


 


(j)Terms and Construction.
Each party has cooperated in the drafting and preparation of this Agreement. The language in all parts of this Agreement shall
be in all cases construed according to its fair meaning and not strictly for or against either party.


 


(k)Admissions.
Nothing in this Agreement is intended to be, or will be deemed to be, an admission of liability by Executive or Company to each
other, or an admission that they or any of their agents, affiliates, or employees have violated any state, federal or local statute,
regulation or ordinance or any principle of common law of any jurisdiction, or that they have engaged in any wrongdoing towards
each other.


 


(l)Withholding.
Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be
withheld pursuant to applicable laws or regulations.


 



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(m)Calculations.
The terms of Schedule 1 are intended to provide Executive the payments and benefits due per the terms of Section 4.5.1 of
the Employment Agreement and other applicable compensation-related documents per terms applicable to a termination without Cause.
In the event of manifest error in any calculation reflected on Schedule 1, Company and Executive agree that the calculation
shall be corrected and Executive provided the correct payment or benefit.


 


(n)Section 409A
of the Code. Executive expressly acknowledges and agrees that Section 10.14 (“Section 409A of the Code”)
of the Employment Agreement remains in full force and effect and shall apply to this Agreement. Executive is a “specified
employee” of Company and its affiliates (as defined in Treasury Regulation Section 1.409A-1(i)), and Executive is therefore
subject to a delay in payment until the first day of the seventh month following the date of Executive’s separation from
service from Company (pursuant to Treasury Regulation Section 1.409A-3(i)(2)(ii)) to receive payments provided hereunder to the
extent such amounts are subject to Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended
(the “Code”).


 


Signature page is the next page.


 



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Signature Page to Separation Agreement


 







 


IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties as of the Effective Date.


 


	 	 	 	
EXECUTIVE:	 
	 	 	 	 	 
	 	 	 	 	 
		 	 	/s/
Philip M. Pead	 
		 	 	Philip M. Pead 	 
	 	 	 		 
	 	 	 	 	 
	 	 	 	 	 


	 	 	 		ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. 	 
	 	 	 	 	 
	 	 	 	 	 
		 	 	/s/ Lee Shapiro	 
		 	 	By: Lee Shapiro	 
	 	 	 	Title: President	 












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schedule
1


 


Cash Payments


 


	Amount Payable	Dates Payable	Comments
	$490,000	Paid within fourteen (14) days of the expiration of the revocation period of the Release.	 
	$185,000	Because Executive is a Specified Employee under Section 409A, paid in a lump sum on the first day of the seventh month after Executive’s Termination Date (payment date of December 1, 2012).	Constituting the balance of the first six months of payments required by Section 4.5.1(i) of the Employment Agreement, which are deferred in compliance with Section 409A of the Internal Revenue Code.
	$675,000	Paid in substantially equal bi-weekly installments beginning after the first day of the seventh month after Executive’s Termination Date.	Constituting the second six months of the payments required by Section 4.5.1(i) of the Employment Agreement.
	$140,625	Paid within fourteen (14) days of the expiration of the revocation period of the Release.	Constituting the unpaid portion of Executive’s cash award of the Retention Plan.
	$145,000	Paid within fourteen (14) days of the expiration of the revocation period of the Release.	Per Section 2(d) of the Agreement


 


 


 


Benefits
continuation


 


	Benefits Description	Continuation Period
	Subject to this Agreement and Section 4.5.1(ii) of the Employment Agreement, continuation of Executive’s enrollment in health and/or dental insurance benefits immediately prior to the Termination Date, with Executive contributing to such benefits as if he were employed by Company.	Until the earlier of:

(i) the end of the 12-month period following the Termination Date (i.e., through April 24, 2013); or

(ii) Executive’s failure to make a required contribution within 10 days of written notice; or

(iii) the date on which Executive becomes eligible to receive comparable benefits from a subsequent employer.


 



    	Schedule 1 – Page 1



    	 



    

 


equity vesting
and exercise period for options


 


	 	Award	Vesting Per Sec. 4.5.1(iii) of Employment Agreement or Award	Timing of Vesting/Delivery of Shares	Notes
	A.	5/14/09 Restricted Stock Award (66,700 ECLP; 80,040 MDRX)	
        28,014 shares

         

        (all remaining shares under this award)

         
	within 14 days of the expiration of the revocation period of the release	 
	B.	5/14/09 Stock Option Award (450,000 ECLP; 540,000 MDRX @ $12.32 exer. price)	already fully vested	N/A	Remain exercisable through April 24, 2013
	C.	3/15/10 ECLP Performance RSUs (35,915 MDRX total eligible for vesting)	
        35,915 RSUs

         

        (all RSUs under this award)

         
	within 14 days of the expiration of the revocation period of the release	Performance metric under this award already fully satisfied; agreement provides for one cliff-vest date of 3/15/2013
	D.	2/25/11 RSU (53,789 granted)	
        15,688 RSUs

         

        1 year plus pro rata (i.e. one full tranche
        (13,447) plus 2/12 of a tranche (2,241))

         
	within 14 days of the expiration of the revocation period of the release	
        Vesting schedule of four equal tranches
        on first 4 anniversaries of grant date, with any vesting contingent upon meeting a performance metric for 2011, which was satisfied
        in full.

         

         

         

         

         




    	Schedule 1 – Page 2



    	 



    

 


	 	Award	Vesting Per Sec. 4.5.1(iii) of Employment Agreement or Award	Timing of Vesting/Delivery of Shares	Notes
	E.	
        2/25/11 PBRSU - Revenue and Adjusted Operating
        Income

         

        (35,859 at target; based on below-target
        performance only 25,661 RSUs vesting eligible)

         
	
        9,979 RSUs

         

        1 year plus pro rata (i.e. one full tranche
        (8,553) plus 2/12 of a tranche (1,426)

         
	within 14 days of the expiration of the revocation period of the release	Performance hurdle was 2011-based and came up below target so that only 25,661 RSUs of possible 35,859 were eligible for vesting.
	F.	2/25/11 PBRSU – Relative TSR (17,930 granted at target)	performance for period ending 2/25/2013 will determine vesting on such date based on target RSUs of 6,973 (sum of 1/3 of total target award (5,977) plus 2/12 of 5,977 (996))	February 25, 2013	Based on performance for 1-year ending 2/25/2012, no vesting on 2/25/2012.
	G.	
        8/20/2010 - Performance Shares under Eclipsys
        Incentive Retention Plan

         

        (65,027 shares granted)

         
	32,514 - full vest of remainder of shares	within 14 days of the expiration of the revocation period of the release	One-half of shares potentially vesting based on performance for year ending 9/30/11; one half potentially vesting based on performance for year ending 9/30/2012


 



    	Schedule 1 – Page 3



    	 



    

exhibit
a


 


employment
agreement


 


(Dated June 9, 2010)


 



    	A-1



    	 



    

exhibit
B


 


general
Release


 


WHEREAS, this General
Release (this “Release”) is given by Philip M. Pead (“Executive”) on the date indicated below
at Executive’s signature, pursuant to the Separation Agreement between Allscripts Healthcare Solutions, Inc. (the “Company”)
and Executive dated as of April 25, 2012 (the “Agreement”); and


 


WHEREAS, in consideration
for the payments and benefits provided by Company to Executive under the Agreement, which are conditioned upon his execution of
a release and waiver of claims for the benefit of Company, Executive agrees to execute this Release.


 


NOW THEREFORE, in consideration
of the mutual covenants contained under the Agreement and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, and intending to be legally bound, Executive agrees as follows:


 


1.In exchange for
the benefits described in the Agreement, Executive hereby agrees to WAIVE any and all rights in connection with, and to fully RELEASE
and forever discharge Company and its predecessors, parents, subsidiaries, divisions, related or affiliated companies, benefit
plans, plan administrators and other plan fiduciaries, officers, directors, stockholders, members, employees, heirs, successors,
assigns, representatives, agents and counsel (the “Released Parties”) from any and all torts, contracts, claims, suits,
actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and compensation in any form whatsoever,
whether now known or unknown, in law or in equity, which Executive has or ever had (from the beginning of time through and including
the date hereof) against any of the Released Parties, including without limitation on account of or in any way arising out of,
relating to or in connection with Executive’s employment by or separation of employment from any of the Released Parties,
and any and all claims for damages or injury to any entity, person, property or reputation arising therefrom, claims for wages,
employment benefits, tort claims and claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the National Labor Relations Act, the Fair Labor
Standards Act, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Americans with Disabilities Act of
1990 and any other federal, state or local law, statute, ordinance, guideline, regulation, order or common-law principle of any
state relating to employment, employment contracts, wrongful discharge or any other matter; provided, however, that
the foregoing waiver and release shall not apply to (1) Executive’s rights to indemnification and advancement or reimbursement
of expenses under Section 9 of the Employment Agreement or Company’s certificate of incorporation or bylaws or applicable
insurance policies, (2) Executive’s rights in respect of any benefit or claim to which Executive is entitled under employee
pension or welfare benefit plans and programs of the Released Parties in which Executive is a participant prior to the date below,
(3) Executive’s rights under Section 5.10 of the Agreement and Plan of Merger dated as of June 9, 2010, among Company, Arsenal
Merger Corp and Eclipsys Corporation, or (4) Executive’s rights to enforce the Agreement.


 


2.Release
of Age Discrimination Claims. In further consideration of the promises made by Company in the Agreement, Executive specifically
WAIVES any and all rights in connection with, and fully RELEASES and forever discharges the Released Parties from, any and all
torts, contracts, claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, attorneys’ fees, and
compensation in any form whatsoever, whether now known or unknown, in law or in equity, which Executive has or ever had (from the
beginning of time through and including the date hereof) against any of the Released Parties, arising under the Age Discrimination
in Employment Act of 1967, as amended, 29 U.S.C. Sec. 621, et seq. (“ADEA”). Executive further agrees that:


 



    	B-1



    	 



    

 


(a)Executive’s
waiver of rights under this Release is knowing and voluntary and in compliance with the Older Workers Benefit Protection Act of
1990;


 


(b)Executive understands
the terms of this Release;


 


(c)the consideration
provided in the Agreement represents consideration over and above that to which Executive otherwise would be entitled, that the
consideration would not have been provided had Executive not signed this Release, and that the consideration is in exchange for
the signing of this Release;


 


(d)Company is hereby
advising Executive in writing to consult with Executive’s attorney prior to executing this Release;


 


(e)Company is giving
Executive a period of at least twenty-one (21) days within which to consider this Release;


 


(f)following the
execution of this Release Executive has seven (7) days in which to revoke this Release by written notice. To be effective, the
revocation must be made in writing and delivered to and received by the President, Allscripts Healthcare Solutions, Inc., 222 Merchandise
Mart Plaza, Suite 2024, Chicago, Illinois 60654, no later than 5:00 p.m. Central Time on the seventh day after Executive executes
this Release. An attempted revocation not actually received by the President before the revocation deadline will not be effective;
and


 


(g)this entire Release
shall be void and of no force and effect if Executive chooses to so revoke, and, if Executive chooses not to so revoke, this Release
shall then become fully effective and enforceable.


 


This Section 2 does
not waive rights or claims that may arise under the ADEA after the date Executive signs this Release.


 


3.Proceedings;
No Admissions.


 


(a)Executive hereby
represents and warrants that he has no pending claims against any of the Released Parties with any municipal, state, federal or
other governmental or nongovernmental entity. Notwithstanding anything to the contrary, this Release shall not prevent Executive
from (A) initiating or causing to be initiated on Executive’s behalf any complaint, charge, claim or proceeding against any
of the Released Parties before any local, state or federal agency, court or other body challenging the validity of the waiver of
Executive’s claims under the ADEA contained in this Release (but no other portions of the waivers and releases described
in Sections 1 or 2); or (B) initiating or participating in an investigation or proceeding conducted by the Equal Employment Opportunity
Commission with respect to the ADEA.


 



    	B-2



    	 



    



(b)Both parties acknowledge
and agree that this Release does not constitute, is not intended to be, and shall not be construed, interpreted or treated in any
respect as, and shall not be admissible in any proceeding as, an admission of liability, error, violation, omission or wrongdoing
by either party for any purpose whatsoever. Further, both parties acknowledge and agree that there has been no determination that
either party has violated any federal, state or local law, statute, ordinance, guideline, regulation, order or common-law principle.
Executive further acknowledges that no precedent, practice, policy or usage shall be established by this Release or the offer to
Executive of compensation and benefits in the Agreement.


 


4.Effect
of Claim. Executive also understands and agrees that in the event Executive, by himself, or in conjunction with Executive’s
heirs, spouse, family members, executors, or administrators attempt to institute or do institute any charge, claim, suit or action
against any of the Released Parties in violation of this Release, Executive shall be obligated, as an express condition of bringing
such action, to tender back to Company the full amount of the compensation and benefits that Executive has received under the Agreement;
and Executive further agrees that Executive will pay all of the Released Parties’ costs, expenses and fees of defending against
such action, including, among other things, reasonable attorneys’ fees. The immediately prior sentence does not apply to
claims under ADEA or to challenge the release of ADEA claims under this Release; provided, however, nothing in this Release is
intended to reflect any party’s belief that Executive’s waiver of claims under ADEA is invalid or unenforceable under
this Release, it being the intent of Executive and Company that such claims are waived. This Section 4 does not grant Executive
an option to return the money and institute an action. Instead this paragraph merely creates an additional term and condition precedent
to bringing an action regardless of the fact that such action is expressly barred by this Release, and is without merit.


 


IN WITNESS WHEREOF,
Executive has executed and delivered this Release on the date set forth below.


 


	

Date: April 25, 2012	 
	 	 
	
        

        

        /s/
        Philip M. Pead

         
	 


 



    	B-3