Amended and Restated Outside Director Compensation Program
Exhibit 10.3
Quality Systems, Inc.
Amended and Restated
Outside Director Compensation Program
| Category of Director | Employee Director | Independent Director | Committee Chairman (3) | Audit Committee/Board Chairman |
| Base Compensation | $ --- | $ 80,000 | $92,500 | $100,000 |
| Meeting Fees (1) | $ --- | $ --- | $ --- | $ --- |
| Committee Memberships (2) | $ --- | $ --- | $ --- | $ --- |
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| Subtotal Cash Compensation | $ --- | $ 80,000 | $92,500 | $100,000 |
| Restricted Common Stock Grant Shares (4) | 0 | 1,000 | 1,250 | 1,250 |
Each Director is to be awarded shares of restricted common stock upon election or re-election to the Board. The shares will carry a restriction requiring that they not be sold for a period of 2 years from the date of grant. The grant of restricted shares shall be in lieu of the 5,000 options granted in prior years upon election or re-election to the Board.
Additionally, all board members must acquire a minimum of 1,000 shares of the Company's Common Stock through the investment of their own funds (e.g. open market purchase or option exercise), which minimum amount must be retained as long as they are a director. New directors, and existing directors after the effective date of this policy (August 13, 2009), have 9 months in which to acquire such Common Stock.
Notes:
| 1. Meeting attendance at a 100% or near-100% level is mandatory. Therefore, this plan eliminates meeting fees. Board and committee meeting attendance rates for each director should be reported annually internally and to the public. | |
| 2. Board members are expected to serve as committee members as part of their compensation. | |
| 3. Pay Tiers: Tier 0 pay for Directors who are full-time employees, Tier 1 for Directors who do not chair committees, Tier 2 for Nominating and Compensation Committee Chairmen, Tier 3 for Audit Committee and overall Board Chair. Chairmen of other committees are paid at the highest tier otherwise eligible, according to the specifically named functions above. All Directors are only paid at one tier, which is their highest eligible tier. |
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| 4. Grant, no vesting, must hold stock for at least two years. |
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| 5. Misc: Compensation shall be paid quarterly. Board member shall be paid at the highest eligible tier according to his role, but not on multiple tiers. |
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