Exhibit 10.1
NextGen Healthcare, Inc.
2015 Equity Incentive Plan
Adopted by the Board of Directors: May 20, 2015
Approved by the Shareholders: August 11, 2015
Amended by the Board of Directors: June 13, 2017
Approved by the Shareholders: August 22, 2017
Amended by the Board of Directors: May 22, 2019
Approved by the Shareholders: August 15, 2019
Amended by the Board of Directors: May 25, 2021
Approved by the Shareholders: October 13, 2021
Amended by the Board of Directors: July 24, 2023
Approved by the Shareholders: August 22, 2023
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Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of each of the following provisions:
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This amended and restated Plan will become effective on the Restatement Effective Date.
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The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.
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Notwithstanding the foregoing definition or any other provision of this Plan, the term Change in Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company.
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1As of the Restatement Effective Date (i.e., the date of the Company’s Annual Stockholder Meeting in 2023 (August 22, 2023)), and subject to stockholder approval, there will be 3,026,740 shares available for the grant of new awards (consisting of 876,740 shares that were available for the grant of new awards under the Plan as of June 30, 2023, plus 2,150,000 newly requested shares), less grants made after June 30, 2023 and counted on a one-for-one basis, subject to adjustment pursuant to Section 9(a) and Section 3(b)(i).
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