Exhibit 10.29
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Restricted Stock Award Agreement (Directors)
THIS AGREEMENT is made as of abDatebb (the " Grant Date" ), by and between Allscripts Healthcare Solutions, Inc., a Delaware corporation (" Corporation" ), and abFirst_Namebb abLast_Namebb ("abLast_Namebb" ).
WHEREAS , abLast_Namebb is expected to perform valuable services for the Corporation and the Corporation considers it desirable and in its best interests that abLast_Namebb be given a proprietary interest in the Corporation and an incentive to advance the interests of the Corporation by possessing shares of the Corporation' s Common Stock, $.01 par value per share (the " Common Stock" ), in accordance with the Corporation' s Amended and Restated 1993 Stock Incentive Plan adopted by the Board of Directors of the Corporation (the " Plan" ).
NOW THEREFORE , in consideration of the foregoing premises, it is agreed by and between the parties as follows:
1. Grant of Restricted Stock .
(a) Grant . Subject to the terms and conditions set forth in this Agreement and the Plan, the Corporation hereby grants to abLast_Namebb an award of abTotal_Individual_Grantbb restricted shares of the Corporation' s Common Stock (the " Restricted Stock Award" ), which shall vest and become unrestricted in accordance with Section 2 hereof. (b) Legend . The certificate representing the shares of Common Stock subject to this Agreement shall bear a legend, in addition to any other legends as appropriate, substantially similar to the following:
" The sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer set forth in the Allscripts Healthcare Solutions, Inc. 1993 Stock Incentive Plan, as restated and amended, and rules and administration adopted pursuant to such Plan, and a Restricted Stock Agreement dated abDatebb. A copy of the Plan, such rules and such Restricted Stock Agreement may be obtained from the Secretary of Allscripts Healthcare Solutions, Inc." (c) Transferability . Common Stock subject to the Restricted Stock 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 sell, transfer, assign, pledge, alienate, hypothecate or encumber, or otherwise dispose of such Common Stock, the Restricted Stock Award shall immediately become null and void. 2. Vesting .
(a) Time Vesting . Subject to paragraph (b) of this Section 2, the Restricted Stock Award shall vest and become unrestricted in accordance with the following schedule: abVesting Schedulebb
(b) Accelerated Vesting . If abLast_Namebb continues to perform valuable services for the Corporation from the date of this Agreement until the occurrence of a Change of Control (as hereinafter defined), the portion of the Restricted Stock Award which has not become vested and unrestricted under Section 2(a) at the date of such event shall immediately vest and become unrestricted with respect to 100% of the Common Stock subject to this Restricted Stock Award simultaneously with the consummation of the Change of Control. A " Change of Control" shall mean and be determined to have occurred upon any one of the following events: (i) any person or entity becoming the owner, directly or indirectly, of securities representing 35% or more of the combined voting power of the then outstanding voting securities ...
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