Veradigm Inc. Restricted Stock Unit Award Agreement for Directors
This agreement is between Veradigm Inc. and a member of its Board of Directors. It grants the director restricted stock units (RSUs) under the company’s 2019 Stock Incentive Plan. Half of the RSUs vest immediately, and the other half vest after one year of continued service. If the director leaves due to death, disability, or retirement, some or all unvested RSUs may vest early. All RSUs are settled in company stock, and the agreement includes provisions for accelerated vesting in the event of a change of control.
Exhibit 10.42
VERADIGM INC.
Restricted Stock Unit Award Agreement
(Directors)
THIS AGREEMENT is made as of %%OPTION DATE, ‘Month DD, YYYY”%-% (the “Grant Date”), by and between Veradigm Inc., a Delaware corporation (“Company”), and MERGEFIELD First_Name %%FIRST_NAME%-% MERGEFIELD Last_Name %%LAST_NAME%-% ( MERGEFIELD Last_Name %%LAST_NAME%-%).
WHEREAS, MERGEFIELD Last_Name %%LAST_NAME%-% is expected to perform valuable services for the Company as a member of the Board of Directors of the Company (the “Board”) and the Company considers it desirable and in its best interests that MERGEFIELD Last_Name %%LAST_NAME%-% be given a proprietary interest in the Company and an incentive to advance the interests of the Company by possessing units that are settled in shares of the Company’s Common Stock, $.01 par value per share (the “Common Stock”), in accordance with the Company’s Amended and Restated 2019 Stock Incentive Plan (the “Plan”).
NOW THEREFORE, in consideration of the foregoing premises, it is agreed by and between the parties as follows:
(a) Grant. Subject to the terms and conditions set forth in this Agreement and the Plan (including participant executing and returning to the Company an investment representation statement in Exhibit A hereto), the Company hereby grants to MERGEFIELD Last_Name %%LAST_NAME%-% an award of %%TOTAL_SHARES_GRANTED,’999,999,999’%-% restricted stock units (the “Restricted Stock Unit Award”), which shall vest and become unrestricted in accordance with Section 2 hereof.
(b) Transferability. Restricted stock units subject to the Restricted Stock Unit Award and not then vested and unrestricted may not be sold, transferred, pledged, assigned, alienated, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, alienate, hypothecate or encumber, or otherwise dispose of such restricted stock units, the Restricted Stock Unit Award shall immediately become null and void.
(a) Time Vesting. Subject to Sections 2(b) and 2(c):
Subject to Sections 2(b) and 2(c), any restricted stock units that become vested pursuant to this Section 2(a) shall be settled within 30 days following the applicable vesting date.
(b) Termination of Service. If MERGEFIELD Last_Name %%LAST_NAME%-%’s service as a director of the Company terminates prior to the Anniversary Date (i) by reason of death or disability, the unvested portion of the Restricted Stock Unit Award shall immediately vest and become unrestricted or (ii) by reason of retirement from the Board, a pro rata portion of the Restricted Stock Unit Award shall vest based on the number of days MERGEFIELD Last_Name %%LAST_NAME%-% served on the Board from the Grant Date through the date of such cessation of service over 365. Any restricted stock units that vest pursuant to this Section 2(b) shall be settled within 30 days following MERGEFIELD Last_Name %%LAST_NAME%-%’s separation from the Board. If MERGEFIELD Last_Name %%LAST_NAME%-%’s service as a director of the Company terminates for any other reason, the unvested portion of the Restricted Stock Unit Award as of the date of termination shall be forfeited by MERGEFIELD Last_Name %%LAST_NAME%-% and cancelled by the Company.
(c) Accelerated Vesting. If MERGEFIELD Last_Name %%LAST_NAME%-% continues to be a director of the Company from the Grant Date until the occurrence of a Change of Control (as defined in the Plan), the unvested portion of the Restricted Stock Unit Award shall immediately vest and become unrestricted simultaneously with the consummation of the Change of Control. Any restricted stock units that become vested pursuant to this Section 2(c) shall be settled within 30 days following the Change of Control; provided, however, if the Change of Control is not a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), then the restricted stock units that vest pursuant to this Section 2(c) shall be settled upon the earlier to occur of (i) the Anniversary Date and (ii) MERGEFIELD Last_Name %%LAST_NAME%-%’s cessation of service on the Board, with no proration in the case of MERGEFIELD Last_Name %%LAST_NAME%-%’s cessation of service on the Board.
2
In the event that there is any change in the number of issued shares of Common Stock of the Company without new consideration to the Company (such as by stock dividends or stock split-ups), then the number of restricted stock units subject to this Restricted Stock Unit Award that are unvested shall be adjusted in proportion to such change in issued shares.
If the outstanding shares of Common Stock of the Company shall be combined, or be changed into another kind of stock of the Company or into equity securities of another corporation, whether through recapitalization, reorganization, sale, merger, consolidation, etc., the Company shall cause adequate provision to be made whereby the restricted stock units subject to this Agreement that are unvested shall be adjusted equitably so that the securities received upon distribution shall be the same as if the distribution had occurred immediately prior to such recapitalization, reorganization, sale, merger, consolidation, etc.
3
4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year first above written.
VERADIGM INC. | |
By: | |
Name: |
|
| |
MERGEFIELD First_Name %%FIRST_NAME%-% MERGEFIELD Last_Name %%LAST_NAME%-%
|
5
Exhibit A
VERADIGM, INC.
RESTRICTED STOCK UNIT AWARD AGREEMENT
Investment Representation Statement
Holder: _____________________
Company: Veradigm, inc.
Security: Common Stock Underlying Restricted Stock Units with respect to Veradigm, Inc.
Amount: _____________________
Date: _____________________
In connection with the acquisition of restricted stock units with respect to Veradigm, Inc. (the “RSUs”), the undersigned Holder represents to the Company the following:
6
The Holder is a natural person whose individual net worth, or joint net worth with his or her spouse or spousal equivalent1, exceeds $1,000,000. For purposes of the foregoing, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Securities are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60‑day
1 The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
7
period before the closing date for the sale of Securities for the purpose of investing in the Securities.
The Holder is a natural person who had individual income exceeding $200,000 in each of the last two calendar years, and the Holer has a reasonable expectation of reaching the same income level in the current calendar year. For purposes of the foregoing, “income” means annual adjusted gross income, as reported for federal income tax purposes, plus (i) the amount of any tax‑exempt interest income received, (ii) the amount of losses claimed as a limited partner in a limited partnership, (iii) any deduction claimed for depletion, (iv) amounts contributed to an IRA or Keogh retirement plan, (v) alimony paid, and (vi) any amount by which income from long‑term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as amended.
The Holder is a natural person who had joint income with his or her spouse or spousal equivalent exceeding $300,000 in each of the last two calendar years, and the Holder have a reasonable expectation of reaching the same income level in the current calendar year. For purposes of the foregoing, “income” has the same meaning as defined in immediately preceding item.
Signature of Holder:
_________________________________
_________________________________
Date: _______________________, _____
DOCPROPERTY "DOCID" \* MERGEFORMAT CH1 7676580v.2
IF " DOCVARIABLE "SWDocIDLocation" 3" = "3" " DOCPROPERTY "SWDocID" 4883-5728-1982 " "" 4883-5728-1982
8