Second Amendment to Employment Agreement between Integral Systems, Inc. and William M. Bambarger
This amendment updates the employment agreement between Integral Systems, Inc. and William M. Bambarger. It adds a provision that any unvested stock options or equity awards granted to Mr. Bambarger will immediately vest if there is a change in control of the company and the awards are not assumed by the acquiring entity, or if they are assumed and his employment is terminated without cause or for good reason within 12 months after the change in control. All other terms of the original agreement remain unchanged.
Exhibit 10.1
AMENDMENT #2
TO
EMPLOYMENT AGREEMENT
THIS AMENDMENT #2 TO EMPLOYMENT AGREEMENT (this Amendment) is made and entered into as of the 8th day of May, 2009 (the Effective Date), by and between Integral Systems, Inc., a Maryland corporation (the Company), and William M. Bambarger (the Executive).
A. The Company and Executive previously entered into that certain Employment Agreement effective as of October 1, 2007 and amended effective April 30, 2008 (collectively, the Agreement). Capitalized terms in this Amendment #2 and not otherwise defined herein shall have the meanings given them in the Agreement.
B. The Company and Executive wish to amend and modify certain provisions in the Agreement as provided herein and effective as of the Effective Date hereof, while leaving unchanged all other provisions of the Agreement.
Agreement
A new Section 4.7 is added to the Agreement to read as follows, the remainder of the Agreement is renumbered accordingly, and all cross-references are renumbered accordingly:
Any unvested portion of any stock options to acquire the Companys common stock (Options) or any equity award made to the Executive shall immediately vest and become exercisable in full: (i) if a change in control (as defined in the Companys standard form of award agreement for stock options under the Companys 2008 Stock Incentive Plan) occurs while Executive is an employee of the Company, to the extent the Options and/or other awards are not assumed by the acquiror or successor entity (as applicable) in connection with such change in control, or (ii) if the Options and/or other awards are assumed by the acquiror or successor entity (as applicable) in connection with such change in control and Executives employment or services with the Company is terminated by the Company without Cause or by Executive for Good Reason upon or within twelve (12) months following the change in control.
Except as otherwise set forth in this Agreement, all terms and provisions of the Agreement remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have entered into this Amendment #2 as of the Effective Date.
INTEGRAL SYSTEMS, INC. | WILLIAM M. BAMBARGER | |||||||
By: | /s/ John B. Higginbotham | By: | /s/ William M. Bambarger | |||||