exv10w1






Exhibit 10.1









PERSONAL AND CONFIDENTIAL



November 1, 2010




James Sullivan

3 Oak Tree Drive

Newport Beach, CA 92660




Re: Employment Offer and Terms of Employment



Dear James:



On behalf of Quality Systems, Inc. (the “Company” or “QSI” or “Quality Systems”), I am exceedingly
pleased to extend to you our offer of employment to join the Company as its Executive Vice
President, Secretary and General Counsel. This letter will convey the proposed terms and
conditions of your employment with the Company.



Following your acceptance of these terms, your employment start date will be November 29, 2010.
Your title will be Executive Vice President, Secretary and General Counsel, and subject to
necessary business travel requirements, you will perform your employment duties at the Company’s
Irvine, California location. As Executive Vice President, Secretary and General Counsel, you will
report to Steven Plochocki, and your duties and responsibilities will be commensurate with your
title.



Your compensation will consist of the following components:





	 	1.	 	A base salary at an annualized rate of $300,000, payable in accordance with the
Company’s normal payroll practices, and subject to all legally-required deductions.
	 
	 	2.	 	An annual cash bonus opportunity of up to $150,000, subject to the terms and provisions
of the Company’s current 2011 Incentive Program as described in the Company’s 2010 Proxy
Statement. Any bonus payable for the Company’s fiscal year 2011 will be pro-rated for the
number of months of your employment during the 2011 fiscal year.
	 
	 	3.	 	On your first day of employment, the immediate grant of an option to purchase 10,000
shares of the Company’s common stock, pursuant to the terms and provisions of the Company’s
current Amended and Restated 2005 Stock Option Plan. The options pursuant to this grant
will have an exercise price equal to the closing price of the Company’s shares on your
first day of employment, an eight (8) year term, and will vest in equal, annual, 20%
installments over a five (5)-year period beginning one (1) year following the date of
grant. The specific terms and conditions of this options grant will be included in the
Company’s standard option grant agreement between you and the Company. In light of the
immediate grant of 10,000 options as set forth above, you shall not be eligible for
further options under the equity bonus portion of the 2011 Incentive Program, but you will
be eligible for options granted to executives under future incentive programs, subject to
the terms of such programs.
	 
	 	4.	 	To align your interest with the shareholders of the Company in a similar manner to the
requirement imposed upon the Directors of the Company, you will be required to acquire on
the open market and hold, a minimum of 1,000 shares of the Company’s common stock. The
acquisition of the 1,000 shares must occur prior to nine months after your start date. A
balance of no less than 1,000 shares of the Company’s common stock acquired in connection
with this purchase requirement must be maintained by




 









 






	 	 	 	you at all times during your tenure as Executive Vice President, Secretary and General
Counsel of the Company. If, prior to nine months after start date, there exists undisclosed
information of which we are aware concerning a material nonpublic event with respect to the
Company or the company is otherwise involved in a matter that would, under applicable law,
prohibit you from acquiring the 1,000 shares referenced herein, the period ending on nine
months after start date referenced above shall be extended for a period equal to that time
during which you were prohibited from acquiring shares of the Company’s common stock (except
for normally scheduled quarterly “blackout” periods in accordance with the Company’s Insider
Trading Guidelines). It is the intention of you and the Company, however, that you make
your acquisition of the 1,000 shares as expeditiously as possible, and in no event later
than nine months after your start date.






	 	5.	 	You are entitled to accrue three (3) weeks of vacation time per year which may be used
in accordance with the Company’s current policy as described in the Employee Handbook.
	 
	 	6.	 	Group insurance coverage (with a participant eligibility date to be determined by the
plan documents currently in effect), together with all other employment benefits will be
available to you as an employee of Quality Systems, Inc. on the same terms as for other
executive employees of the Company.
	 
	 	7.	 	By undertaking employment with Quality Systems, you also agree to abide by all current
and future employment policies, rules and regulations of the Company. Additionally, by
acceptance of this employment offer, you represent to Quality Systems that you have no
agreements or covenants with any other entity that may conflict with, or preclude you from
fulfilling to the best of your ability, your duties and responsibilities as Executive Vice
President, Secretary and General Counsel of the Company. You further agree not to disclose
to Quality Systems, or otherwise use on behalf of the Company, any proprietary or
confidential information belonging to others which you acquired prior to your employment
with Quality Systems, and which you are under obligation to keep secret. It is our policy
not to request or expect information. In connection with this offer of employment, other
than as expressly stated in this letter, Quality Systems makes no promises or
representations concerning future promotions, compensation, or other terms and conditions
of employment. By accepting employment, you agree that you have not relied upon or been
induced to accept employment with Quality Systems on the basis of any such promises or
representations. You will be required to execute the standard employee package of
documents (including, among other things, a confidentiality agreement and inventions
assignment agreement) which we require our employees to execute upon the commencement of
employment.
	 
	 	8.	 	You and Quality Systems expressly understand and agree that your employment with the
Company is in all respects “at will,” meaning that either you or Quality Systems can
terminate the employment relationship at any time on notice to the other, with or without
cause, for any reason or no reason. Quality Systems also can discipline, demote or alter
the terms of employment of its employees at any time, with or without cause or advance
notice. This letter and the employee documents referenced in the next paragraph will be
our entire understanding concerning the subjects contained herein (including the at-will
nature of your employment and the possible termination of the employment relationship), and
the Company’s policy of at-will employment cannot be changed or modified in any way except
that it may be superseded by one or more written agreements between you and Quality
Systems, authorized in advance by specific resolution of Quality Systems’ Board of
Directors and signed by both you and the Company’s Chief Executive Officer.
	 
	 	9.	 	As with all Quality Systems employees, on your first day of employment, you will be
required to execute (i) an Acknowledgment and Certification of your receipt of, and
agreement with, the Company’s Employee Handbook (the Handbook includes an at-will
employment statement consistent with the foregoing), and (ii) a Employee Confidential
Information and Employee Works Agreement (California version). As required by law, you
also must establish your identity and authorization to work in the United States as
required by the Immigration Reform and Control Act of 1986 (IRCA). Enclosed is a copy of
the Employment Verification Form (I-9), with instructions required by IRCA. Please review
this document and plan to bring the appropriate original documentation on your first day of
work.





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As we have discussed, you have agreed to maintain in confidence this employment offer and your
acceptance of it until Quality Systems notifies you that it is ready to make a public announcement
of your resignation from the board of directors of your current employer and acceptance of
employment with Quality Systems, Inc. I am delighted you will be joining Quality Systems as
Executive Vice President, Secretary and General Counsel, and I look forward to your making a
tremendous contribution to the Company.




	 	 	 

	Regards,
	 	 
	 
	 	 
	 
	 	 
	/s/ Steven T. Plochocki
	 	 
	 
	 	 
	Quality Systems, Inc.
	 	 
	Steven T. Plochocki, Chief Executive Officer

	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	AGREED TO AND ACCEPTED:
	 	 
	 
	 	 
	/s/ James Sullivan
	 	 
	 
	 	 
	James Sullivan
	 	 
	Dated: November 1, 2010
	 	 
	 
	 	 
	 
	 	 
	Exhibit A follows on next page
	 	 






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EXHIBIT A



It is agreed that the employment start date shall be: November 29, 2010.




	 	 	 

	/s/ Steven T. Plochocki
	 	 
	 
	 	 
	Quality Systems, Inc.
	 	 
	Steven T. Plochocki, Chief Executive Officer
	 	 
	 
	 	 
	 
	 	 
	EMPLOYMENT START DATE AGREED TO AND ACCEPTED:

	 	 
	 
	 	 
	 
	 	 
	/s/ James Sullivan
	 	 
	 
	 	 
	James Sullivan
	 	 
	Dated: November 1, 2010
	 	 







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