Exhibit 10.1

April 1, 2026

Christian Greyenbuhl

[******]

Dear Christian,

We are pleased to offer you the role of Chief Financial Officer, reporting to Don Trigg, CEO. In addition, you acknowledge and agree that, effective as of the Start Date (as defined below), you will be designated as the “principal financial officer” and the “principal accounting officer” of Veradigm Inc. (together with is subsidiaries, “Veradigm” or the “Company”) for purposes of the Company’s financial statements and periodic filings.

Your “Start Date” is scheduled for the later of (a) May 11, 2026, and (b) the business day following the filing by the Company of its Annual Report on Form 10-K for its 2023 and 2024 fiscal years, or as otherwise agreed. Should you need to amend the Start Date, please contact me immediately.

To confirm the details of the offer, you will receive an annualized salary of $580,000.00, to be paid semi-monthly (less any withholdings required by law or authorized by you). You are eligible to be considered for an annual salary increase as per company policy and practices applicable to your role. Your base salary, as such base salary may be increased hereunder is your “Base Salary.” In addition, you will receive a sign-on bonus of $300,000.00 (the “Sign-On Bonus”) payable, in each case less applicable withholdings, (a) 50% on or promptly following the Start Date, and (b) 50% on or about the one-year anniversary of the Start Date. The Sign-On Bonus, less all federal, state, and local income taxes withheld by the Company at the time of payment, and less any employment taxes (including FICA) withheld at the time of payment, shall be subject to repayment by you in the event of a termination of your employment either (x) by you (other than for “Good Reason”), or (y) by the Company for “Cause”, in each case prior to the two-year anniversary of the Start Date. For purposes of this letter, “Good Reason” and “Cause” shall have the meanings ascribed to them in the Agreement for the Payment of Benefits Following Termination of Employment between you and Veradigm dated as of the date hereof (the “Severance Agreement”). Notwithstanding the payment schedule set forth above, if the Company terminates your employment without Cause or you resign for Good Reason, the Company shall pay you any then-unpaid portion of the Sign-On Bonus within thirty (30) days following your last day of employment.

You are eligible to receive a cash performance bonus which at target will be 75% of your Base Salary but may, based on performance, be less than or exceed such amount (up to a maximum of 200% of your target bonus). You will receive a cash performance bonus for the 2026 fiscal year as if you were employed by the Company for the entire fiscal year, subject to the achievement of the applicable performance criteria, at the same time performance bonuses are paid to other senior executives for the 2026 fiscal year. Performance bonus payments are not guaranteed as they are dependent upon several factors such as the Company’s financial performance and individual performance. The bonus plan is subject to the terms and conditions recommended by our CEO and approved by the Compensation Committee of our Board of Directors. 

Once you commence employment, on the first business day of the month following your Start Date, you will be issued a stock award valued at $3,000,000.00, consisting of (a) $1,500,000.00 awarded as restricted stock units (“RSUs”), which will vest, subject to your continued employment, in one-quarter increments on each of the first four anniversaries of the grant date, and (b) $1,500,000.00 awarded as performance stock units (“PSUs”), which will vest based on achievement of applicable performance metrics over a three-year period, subject to your continued employment with the Company. The performance metrics and payout scale for the PSUs, including any thresholds for overachievement, will be determined by the Board of Directors (or a committee thereof) and communicated at the time of approval. Additionally, during each future annual equity grant cycle with other senior executives, beginning with the 2027 equity grant cycle, the Company shall grant you an annual equity award grant with a grant date value of at least $2,500,000.00.

As a full-time employee, you will be eligible to participate in Veradigm’s benefits as described on the Onboarding Portal.

Veradigm offers a range of benefits including medical, dental, vision, disability, and life insurance. To participate in these benefits, you must enroll within 31 days of your date of hire. Otherwise, your next opportunity to elect benefits will be during open enrollment, which typically occurs in October and is effective on January 1st of the following year.

You may also participate in the Veradigm retirement savings plan on either a pre-or-post tax basis. The Veradigm retirement savings plan also provides a generous company match.

As a U.S. exempt associate, Veradigm will provide you with Flex PTO in accordance with the US Flexible Time Off (Flex PTO) Policy. There is no set number of PTO days that accrue each year and there is no limit on the amount of PTO you may take under the Flex PTO Policy. Flex PTO may be taken at a time that is mutually agreed upon between you and your leader and approval will be based on business needs.

This offer is contingent upon proof of your legal authorization to work in the United States, successful completion of a background check, and the execution of the Veradigm Inventions, Arbitration and Restrictive Covenant Agreement (“IARCA”). Further, you agree that you will not retain and will not bring to Veradigm any of your former employers’ property or confidential and proprietary information and you will not use or disclose any of your former employers’ property and/or confidential and proprietary information in connection with your employment at Veradigm. During the time period specified in any agreement you may have entered into with your former employer, the Company will not ask you to - and you will not be expected to - solicit applicable customers of your former employer for purposes of selling them competitive products made available by the Company or otherwise take any action contrary to the terms of any such agreement.

As a condition of your employment with Veradigm, you agree to submit to drug testing in accordance with Veradigm policy and as needed, based on the requirements of any Veradigm client to which you may be assigned.

Subject to the terms of the Severance Agreement, employment with Veradigm is at-will, which means that either you or the Company may terminate your employment for any reason, or for no reason.

The Company agrees to advance and indemnify you for all costs, damages, losses and expenses reasonably and actually incurred by you in connection with any and all third-party claims or proceedings arising from, as a result of, or in connection with your employment by Veradigm (and service in any other offices or directorships with any subsidiary or affiliate of Veradigm, as applicable) to the greatest extent permitted under Veradigm’s organizational documents and applicable law. This right to advancement of expenses and indemnification shall not apply to, and Veradigm will have no obligation to advance or indemnify you with respect to, any action, suit or proceeding brought by you or on your behalf against Veradigm, or by Veradigm against you.

In addition, Veradigm will pay or reimburse you for proper and necessary expenses incurred by you in the performance of your duties as Chief Financial Officer, including without limitation, travel expenses, subject to your compliance with Veradigm’ s Global Travel and Expense Policy in effect from time to time.

We are confident that you will bring to this role the experience and competencies that represent our core values. We are solution seekers, community builders, and life changers. Together we can change what is possible, and you will be a key player in making that happen. We wish you every success in your new position!

VERADIGM

INVENTIONS, ARBITRATION AND RESTRICTIVE COVENANT AGREEMENT (“IARCA”)

Introduction. The growth and development of Veradigm and its parent, affiliates and subsidiaries (hereinafter collectively referred to as “Veradigm”) depends to a significant degree on the possession and protection of Veradigm’ customer list, customer information and other confidential and proprietary information relating to Veradigm’ products, services, methods, pricing, costs, research and development and marketing. All Veradigm employees and others engaged to perform services for Veradigm have a common interest and responsibility in seeing that such customer information and other confidential information is not disclosed to any unauthorized persons or used other than for Veradigm’s benefit. This IARCA has been prepared to express a common understanding concerning our mutual responsibilities. Please read this Agreement carefully. It is important and binds you to certain duties and obligations. When used in this IARCA, the words “I”, “me”, “myself”, “my”, or “mine” and similar words refer to the employee entering into this IARCA.

Employee’s Acknowledgement of Consideration. In consideration for Veradigm’s agreement to employ me on an at-will basis, the undersigned, and grant me access to its confidential information and customer relationships, and for other good and valuable consideration from Veradigm, including, without limitation and as applicable, training, development, compensation, benefits, raises, bonus payments or promotions, the receipt and sufficiency of which are hereby acknowledged, I covenant and agree as follows, which covenant and agreement is the essence of this IARCA and my employment or continued employment with Veradigm:

1. Voluntary Agreement. I have voluntarily signed this IARCA after determining that the provisions contained in this IARCA are of a material benefit to me, and that the duties and obligations imposed on me are fair and reasonable and will not prevent me from earning a comparable livelihood following the termination of my employment with Veradigm.

2. Acknowledgement. I have read and fully understand the terms of this IARCA and have considered its benefits and consequences. I also have informed Veradigm of, and provided Veradigm with copies of, any non-competition, non-solicitation, confidentiality, work-for-hire or similar agreements to which I am subject or may be bound.

3. Non-Solicitation. I acknowledge that the identity and particular needs of Veradigm’s customers are not generally known in the health care information technology and consulting industry and were not known to me prior to my employment with Veradigm; that Veradigm has near permanent relationships with, and a proprietary interest in the identity of, its customers and their particular needs and requirements; and that documents and information regarding Veradigm’s pricing, sales, costs and specialized requirements of Veradigm’s customers are highly confidential and constitute trade secrets. Accordingly, I covenant and agree that during the term of my employment with Veradigm and for a period of twelve (12) months after the termination of such employment for any reason whatsoever, whether occasioned by Veradigm, me or the mutual agreement of the parties, I

will not, except on behalf of Veradigm during and within the authorized scope of my employment with Veradigm, directly or indirectly: (i) subject to the remainder of this Section 3 in the case of California Employees (defined below), call on, solicit or otherwise deal with any accounts, customers or prospects of Veradigm which I called upon, contacted, solicited, sold to, or about which I learned Confidential Information (as defined herein) while employed by Veradigm, for the purpose of soliciting, selling or both, to any such account, customer or prospect, any products or services similar to or in competition with any products or services then-being represented or sold by Veradigm; and (ii) solicit the services of any person who is an employee of Veradigm, nor solicit any employee of Veradigm to terminate employment with Veradigm provided, however, that the prohibitions of this clause (ii) shall not apply to hiring and hiring-related communications pursuant to generalized solicitations (i.e., job postings) or referrals from third-party recruiters not targeted to employees of Veradigm. I agree not to solicit, directly or indirectly, such accounts, customers, prospects or employees for myself or for any other person or entity. For purposes of this Section, “prospects” means entities or individuals which have had more than de minimus contact with Veradigm in the context of entering into a relationship with Veradigm being a provider of products or services to such entity or individual.

SECTION 3.i. IS NOT APPLICABLE TO EMPLOYEES LOCATED IN CALIFORNIA OR WHO PERFORM THE SUBSTANTIAL MAJORITY OF THEIR JOB DUTIES IN CALIFORNIA (“CALIFORNIA EMPLOYEES”).

4. Non-Interference with Business Relationships. Unless I am a California Employee (as defined above), I covenant and agree that during the term of my employment with Veradigm and for a period of twelve (12) months after the termination of such employment for any reason whatsoever, whether occasioned by Veradigm, me or the mutual agreement of the parties, I will not interact with any person or entity with which Veradigm has a business relationship, or with which Veradigm is preparing to have a business relationship, with the intent of affecting such relationship or intended relationship in a manner adverse to Veradigm SECTION 4 IS NOT APPLICABLE TO CALIFORNIA EMPLOYEES.

5. Non-Competition.

a. I will not Compete during my employment with Veradigm.

SECTION 5.b. IS NOT APPLICABLE TO CALIFORNIA EMPLOYEES.

b. If I held a position at a level or title that is Vice President or higher immediately prior to termination of my employment with Veradigm, then I will not Compete at any time during the twelve (12) month period following such termination, regardless of the reason for such termination, whether occasioned by Veradigm, me or the mutual agreement of the parties.

c. For purposes of this IARCA, “Compete” means, directly or indirectly, for my own benefit or for the benefit of others, render services for a Competing Organization in connection with Competing Products or Services anywhere within the Restricted Territory. These prohibitions apply regardless of where such services physically are rendered.

d. For purposes of this IARCA, “Competing Products or Services” means products, processes, or services of any person or organization other than Veradigm, in existence or under development, which are substantially the same, may be substituted for, or applied to substantially the same end use as any product, process, or service of Veradigm with which I work or worked, during the time of my employment with Veradigm or about which I acquire or acquired, Confidential Information through my work with Veradigm.

e. For purposes of this IARCA, “Competing Organization” means persons or organizations, including myself, engaged in, or about to become engaged in research or development, production, distribution, marketing, providing or selling of a Competing Product or Service.

f. For purposes of this IARCA, “Restricted Territory” means either: (i) during my employment with Veradigm, anywhere in the world; or (ii) after cessation of my employment with Veradigm, then, in descending order of preference based on legal enforceability, (A) within the United States (including its territories) and within each country in which Veradigm has conducted business or directed material resources in soliciting business in the prior twenty-four (24) month period, (B) within the United States (including its territories) and within any other county that at any time was within the scope of my employment with Veradigm, (C) within any country that at any time during last two (2) years of my employment with Veradigm was within the scope of such employment, or (D) within any geographic region(s) that at any time during last two (2) years of my employment with Veradigm was within the scope of such employment.

g. I agree that in the event a court determines the length of time or the geographic area or activities prohibited under this Section 5, or under Sections 3, 4, 7, 8 or 9, are too restrictive to be enforceable, the court may reduce the scope of the restriction to the extent necessary to make the restriction enforceable.

6. Reasonableness of Restriction. I acknowledge that the foregoing non-solicitation, non-competition and non-interference restrictions placed upon me are necessary and reasonable to avoid the improper disclosure or use of Confidential Information, and that it has been made clear to me that my compliance with this IARCA is a material condition to my employment or continued employment by Veradigm. I further acknowledge and agree that, if I breach any of the requirements of Sections 3, 4 or 5, the twelve (12) month restricted period set forth therein shall be tolled during the time of such breach.

I further acknowledge and agree that Veradigm has attempted to impose the restrictions contained hereunder only to the extent necessary to protect Veradigm from unfair competition and the unauthorized use or disclosure of Confidential Information. However, should the scope or enforceability of any restrictive covenant be disputed at any time, I specifically agree that a court may modify or enforce the covenant to the full extent it believes to be reasonable under the circumstances existing at the time.

7. Non-Disclosure. I will not, subject to Section 16 below, during the period of my employment with Veradigm (other than as needed to fulfill the authorized scope of my employment duties with Veradigm) or thereafter use for myself or for others or divulge or convey to any other person (except those persons designated by Veradigm) any Confidential Information obtained by me during the period of my employment with Veradigm. I agree to observe all OF Veradigm’s policies and procedures concerning such Confidential Information. I agree that, except as may be permitted by written Veradigm’s policies, I will not remove from Veradigm’s premises any such Confidential Information without the written authorization of Veradigm. My obligations under this IARCA will

continue with respect to Confidential Information until such information becomes generally available from public sources through no fault of mine. If I am requested, become legally compelled by subpoena or otherwise, or am required by a regulatory body to make any disclosure that is prohibited by this Section, I will promptly (subject to section 16 below) notify Veradigm so that Veradigm may seek a protective order or other appropriate remedy if Veradigm deems such protection or remedy necessary under the circumstances. Subject to the foregoing, I may furnish only that portion of Confidential Information that I am legally compelled or required to disclose. The restrictions set forth herein are in addition to and not in lieu of any obligations I may have by law with respect to Confidential Information, including any obligations I may have under the Uniform Trade Secrets Act and/or similar statutes as applicable in the state of my residence and/or the state of my primary work location.

8. Definition of Confidential Information. As used herein, “Confidential Information” shall include, but is not limited to, the following categories of information, knowledge, or data currently known or later developed or acquired relating to Veradigm’s business or received by Veradigm in confidence from or about third parties, in each case when the same is not in the public domain or otherwise publicly available (other than as result of a wrongful act of an agent or employee of Veradigm):

a. Any information concerning Veradigm’s products, business, business relationships, business plans or strategies, marketing plans, contract provisions, actual or prospective suppliers or vendors, services, actual or anticipated research or development, new product development, inventions, prototypes, models, solutions, discussion guides, documentation, techniques, actual or planned patent applications, technological or engineering data, formulae, processes, designs, production plans or methods, or any related technical or manufacturing know-how or other information;

b. Any information concerning Veradigm’s financial or profit data, pricing or cost formulas, margins, marketing information, sales representative or distributor lists, or any information relating to corporate developments (including possible acquisitions or divestitures);

c. Any information concerning Veradigm’s current or prospective customer lists or arrangements, equipment or methods used or preferred by Veradigm’s customers, or the patients of customers;

d. Any information concerning Veradigm’s use of computer software, source code, object code, or algorithms or architecture retained in or related to Veradigm’s computer or computer systems;

e. Any personal or performance information about any Veradigm’s employee other than me;

f. Any information supplied to or acquired by Veradigm under an obligation to keep such information confidential, including without limitation Protected Health Information (PHI) as that term is defined by the Health Insurance Portability and Accountability Act (HIPAA);

g. Any information, whether or not designated as confidential, obtained or observed by me or other Veradigm employees during training sessions related to my work for Veradigm; and

h. Any other information treated as trade secrets or otherwise confidential by Veradigm.

I hereby acknowledge that some of this information may not be a “trade secret” under applicable law. Nevertheless, I agree not to disclose it or otherwise act with respect to such Confidential Information in a manner violative of this IARCA. Confidential Information shall not include: (i) information that is known to others in the industry in which the Company does business or the public, (ii) information that is publicly known or made available prior to the time of disclosure to me , (iii) my general experience, knowledge, and business contacts, or (iv) information for which my disclosure is protected by law

9. Inventions, Discoveries, and Work for Hire.

a. I recognize and agree that all ideas, formulae, inventions, copyrights, drawings, methods, techniques, devices, patents and patent applications, processes, enhancements, potential marketing and sales relationships, inventions, research, plans for products or services, marketing plans, computer software (including source code and object code) and related documentation, original works of authorship, characters, know-how, trade secrets, information, technical and non-technical data, developments, discoveries, improvements, modifications, technology, algorithms, and designs, and with respect to each of the foregoing, whether or not subject to patent or copyright protection, and any derivative works based thereon (collectively, the “Inventions”) conceived by me, alone or with others, during the time of my employment, whether or not during working hours or using Veradigm’s facilities or equipment, that are within the scope of Veradigm’s business operations, or that relate to any of Veradigm’ actual or anticipated or contemplated work, or projects or research or development, are the sole and exclusive property of Veradigm (or its designated affiliate). I acknowledge that I have and shall have no intellectual property or other right, title or interest in or to any such Inventions. I further agree that (i) I will promptly disclose all Inventions to Veradigm and hereby assign to Veradigm all present and future rights I have or may have in those Inventions; and (ii) all of the Inventions eligible under the copyright laws are “work made for hire.” At the request of and without charge to Veradigm, I will do all things deemed by Veradigm to be reasonably necessary to perfect title to the Inventions in Veradigm and to assist in obtaining for Veradigm such patents, copyrights or other protection as may be provided under law and desired by Veradigm, including but not limited to executing and signing any and all relevant applications, assignments, or other instruments. I further agree to provide, at Veradigm’s request, declarations and affidavits and to give testimony, in depositions, hearings, or trials, in support of inventorship. These obligations continue even after any termination of the employment relationship. Veradigm agrees that I will be reimbursed for reasonable expenses incurred in providing such assistance to Veradigm. In the event Veradigm is unable, after reasonable effort, to secure my signature on any document or documents needed to apply for or prosecute any patent, copyright or other right or protection, for any reason whatsoever, I hereby irrevocably designate and appoint Veradigm and its duly authorized officers and agents as my agent and attorney-in-fact to act for and on my behalf to execute and file any such application or other document and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or similar protections thereon with the same legal force and effect as if executed by me. Notwithstanding the foregoing,

(x) if I’m not a California Employee, I acknowledge that Veradigm has informed me that the provisions of this Section 9 will not apply to any Inventions for which no equipment, supplies, facility or trade secret information of Veradigm was used and which were developed entirely on my own time, unless (1) the Invention relates (i) to the business of Veradigm, or (ii) to actual or demonstrably anticipated research or development of Veradigm, or (2) the Invention results from any work performed by me for Veradigm; or

(y) if I am a California Employee, I acknowledge that pursuant to California Labor Code Section 2870, Veradigm has informed me that the provisions of this Section 9 will not apply to any Inventions for which no equipment, supplies, facility or trade secret information of Veradigm was used and which were developed entirely on my own time, unless (1) the Invention relates at the time of conception or reduction to practice of the Invention (i) to the business of Veradigm, or (ii) to actual or demonstrably anticipated research or development of Veradigm, or (2) the Invention results from any work performed by me for Veradigm.

For purposes of this IARCA, an Invention shall be deemed to have been made during my employment if during such period, the Invention was conceived, in part or in whole, or first actually reduced to practice during my employment with Veradigm. I further agree and acknowledge that any patent application filed within a year after termination of my employment shall be presumed to relate to an Invention made during the term of my employment unless I can provide evidence to the contrary.

On the signature page of this IARCA, I will indicate to Veradigm whether or not I have any inventions which: (i) occurred prior to the commencement of my employment relationship with Veradigm; (ii) relate in some way to any of Veradigm’ actual or anticipated business or research or development; and (iii) I consider to be my personal property (in whole or in part) (“Personal Inventions”).

10. Arbitration.

a. Except for claims or disputes that are not arbitrable pursuant to applicable law, and subject to the remainder of this Section 10 and Section 16 below, Veradigm and I agree that all claims or disputes arising out of or relating to: (i) our employment relationship, the terms and conditions of such employment, or the termination of such employment, or (ii) this IARCA, or the interpretation, applicability, enforceability or formation of this IARCA or any portion thereof, that may exist or arise between me, on the one hand, and Veradigm, any benefit plan, successor or assign of Veradigm, or any owner, director, officer, member, employee, shareholder, agent, or representative of any of them (in their respective capacities as such), on the other hand, shall be submitted for and resolved through final and binding individual arbitration in accordance with this Section 10. Any and all such claims and disputes shall be brought solely in my individual capacity as a single claimant, and not as a claimant, representative or class member (or similar capacity) in any purported multiple-claimant, class, collective, representative, or other similar proceeding (“Class Claims”). Veradigm and I each hereby waive our respective rights to bring, prosecute, participate in or benefit from any such Class Claim, and agree that no such Class Claim may or shall be brought, asserted or maintained in any forum, including any court or in arbitration. Except for claims or disputes that are not arbitrable pursuant to applicable law, and except as provided in this Section 10 and Section 16 below, claims and disputes subject to arbitration hereunder include without limitation: (i) claims and disputes by Veradigm relating to my employment and claims and disputes by me for employment discrimination, harassment, retaliation, wrongful termination or defamation under any federal, state, or local law, regulation, ordinance, or Executive Order or under common law, and further include without limitation claims under any of the following statutes (as in effect or amended from time to time): Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, and any applicable state, local or other laws and regulations; and (ii) any claim or dispute involving arbitrability (except as provided below) or alleging that this IARCA or any portion thereof is a contract of adhesion, lacks consideration, is substantively or procedurally unconscionable, is void against public policy, or otherwise is void or voidable for any reason.

b. The arbitration shall be conducted in the city (or nearest significant metropolitan area to the city) where the employee is employed by and before a single neutral member of an arbitration panel in the city (or nearest significant metropolitan area to the city) where the employee is employed (or by such other arbitrator or in such other place to which the parties agree in writing) in accordance with the JAMS Employment Arbitration Rules and Procedures (as in effect or amended from time to time), except as set forth in this Section 10. The arbitrator shall have no power to modify the provisions of this IARCA (except pursuant to Section 19 herein), or to make an award or impose a remedy that is not available to a court of general jurisdiction sitting in the city (or nearest significant metropolitan area to the city) where the employee is employed or that was not requested by a party to the claim or dispute, and the jurisdiction of the arbitrator is limited accordingly. Furthermore, notwithstanding any other provision of this IARCA, in no event may the arbitrator arbitrate any Class Claim, or consolidate or allow any party to join any claims of any other employee or person in a single arbitration proceeding (whether as a multiple-claimant, class, collective, representative, or other similar proceeding) without the express written consent of Veradigm and me, and the jurisdiction of the arbitrator is limited accordingly.

c. The arbitrator shall apply applicable statutes of limitation. The attorney-client privilege and the work product doctrine shall be governed by, and the arbitrator shall apply to such issues, federal law, including without limitation Rules 26(b)(3), (4) and (5) of the Federal Rules of Civil Procedure (as in effect or amended from time to time) and the attorney-client privilege as articulated in Upjohn Co. v. United States, 449 U.S. 383 (1981) and its progeny, but excluding any choice of law rules or principles (e.g., Federal Rule of Evidence 501) that might otherwise cause state law, or some other law besides federal law, to govern the attorney-client privilege or work product doctrine. To the extent required by law, Veradigm shall pay the fees and costs of the arbitrator that exceed those normally incurred in the filing of a lawsuit in court. Adequate discovery will be permitted by the arbitrator consistent with applicable law and the objectives of arbitration. The arbitrator’s decision or award (which shall be in writing summarizing the basis therefor) shall be final and binding (subject only to such limited review, if any, as may be available under applicable law), and judgment thereupon may be entered in any court having jurisdiction thereof.

d. The parties acknowledge and agree that this IARCA and this Section 10 are entered into in connection with employment that involves and is expected to involve interstate commerce, and therefore are governed by and subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

e. Notwithstanding the foregoing:

i. Either party may in their respective discretion pursue any and all claims and disputes arising under any provision of Sections 3, 4, 5, 7, 8 and 9 in any court of competent jurisdiction, without being required to arbitrate any such claims (whether they seek monetary damages, any form of injunctive or declaratory relief or other remedies).

ii. Any claim or dispute arising out of or relating to the waiver of or prohibition on Class Claims in this IARCA (including any claim or proceeding challenging the validity or enforceability of such waiver or prohibition, whether as substantively or procedurally unconscionable, void against law or public policy, or otherwise, and further including any claim or dispute seeking to assert a Class Claim in arbitration or in court despite such waiver or prohibition) shall be brought exclusively in

and decided exclusively by a federal court (or state court if the federal court would not have jurisdiction) so that such a court may determine the validity and enforceability of such waiver or prohibition, and shall not be brought in arbitration or decided by any arbitrator(s). The jurisdiction of the arbitrator hereunder is hereby limited accordingly. In the event such waiver of or prohibition on Class Claims is judicially held to be invalid or otherwise unenforceable for any reason with respect to a given claim or dispute, any such Class Claims that may be asserted shall be asserted, if at all, exclusively in and decided exclusively by a state or federal court of competent jurisdiction, and not in arbitration, and the agreement to arbitrate in this Section 10 shall be null and void as to such Class Claims. The parties hereto are not, under any circumstances, agreeing to, requiring or permitting arbitration of any Class Claim in any respects.

iii. If and to the extent required by Section 8116 of the 2010 Department of Defense Appropriations Act, Pub. L. No. 111-118, 123 Stat. 2409 (2009), Section 8102 of the Department of Defense and Full-Year Continuing Appropriations Act, 2011, Pub. L. No. 112-10, 125 Stat. 38 (2011), any similar subsequent statute or Executive Order, or any regulations promulgated thereunder, the provisions of this Section 10 shall not apply to or be enforced with respect to any claim or dispute by me under Title VII of the Civil Rights Act of 1964, as amended, or any tort claim by me related to or arising out of sexual assault or harassment, including all such claims for assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention.

iv. Any arbitration conducted hereunder, and all communications with respect thereto or in the course thereof, including all transcripts, briefs and exhibits, shall be confidential. Unless the parties otherwise agree in writing or except as is necessary to enforce this IARCA or any award, and subject to Section 16 below, the parties, their representatives and the arbitrator shall not disclose to any third parties (other than to the parties’ respective attorneys, accountants, and spouses, as applicable, each of whom shall maintain such information in strict confidence, and, in the case of Veradigm, except as reasonably necessary in the course of Veradigm business) any information regarding the arbitration process or proceeding, including any testimony or other evidence presented and the terms of any award.

11. Prior Employment. I hereby agree that during the course and scope of the employment relationship with Veradigm I shall neither disclose or use any confidential information, invention, or work of authorship derived from, developed or obtained in any prior employment relationship, and understand that any such disclosure or use would be injurious to the economic and legal interests of Veradigm. I further represent and agree that, if any prior employer commences any legal proceeding in connection with any restrictive covenant, non-solicitation, non-disclosure, or non-competition agreement, (i) I shall be entirely responsible for my own legal fees in connection with the defense of same; and (ii) I shall indemnify and hold harmless Veradigm, its affiliates, suppliers, vendors, customers and clients from any costs and liability arising therefrom including, but not limited to, legal fees, expenses, licenses, royalty payments, and any other damages.

12. Return of Data. In the event of the termination of my employment with Veradigm for any reason whatsoever, I agree to deliver promptly to Veradigm all formulas, correspondence, reports, computer programs and similar items, customer lists, marketing and sales data and all other materials pertaining to Confidential Information, and all copies thereof, obtained by me during the period of my employment with Veradigm which are in my possession or under my control. I further agree that I will not make or retain any copies of any of the foregoing and will so represent to Veradigm upon termination of my employment, subject to Section 16 below.

13. Non-Disparagement. Subject to Section 16, Veradigm and I agree that during my employment with Veradigm and for a period of twenty-four (24) months thereafter, neither I nor Veradigm will make any statement, or imply any meaning through action or inaction, if such statement or implication would be adverse to the interests of myself or Veradigm, as applicable, and its customers or its vendors or may reasonably cause myself, Veradigm or any of the foregoing embarrassment or humiliation; or otherwise cause or contribute to myself, Veradigm or any of the foregoing being held in disrepute by the public or any other Veradigm customer(s), vendor(s) or employee(s). The restrictions of this Section shall apply to, but are not limited to, communication via the Internet, any intranet, or other electronic means, such as social media web sites, electronic bulletin boards, blogs, email messages, text messages or any other electronic message.

14. Injunctive Relief and Additional Remedies for Breach. I further expressly acknowledge and agree that any breach or threatened breach of the provisions of this IARCA shall entitle Veradigm, in addition to any other legal remedies available to it, to obtain injunctive relief, to prevent any violation of this IARCA without the necessity of Veradigm posting bond or furnishing other security and without proving special damages or irreparable injury. I recognize, acknowledge and agree that such injunctive relief is necessary to protect Veradigm’s interest. I understand that in addition to any other remedies available to Veradigm at law or in equity or under this IARCA for violation of this IARCA, other agreements or compensatory or benefit arrangements I have with Veradigm may include provisions that specify certain consequences thereunder that will result from my violation of this IARCA, which consequences may include repaying Veradigm or foregoing certain equity awards or monies, and any such consequences shall not be considered by me or any trier of fact as a forfeiture, penalty, duplicative remedy or exclusive remedy.

15. Employment. Nothing contained in this IARCA creates any right of employment or limits or restricts Veradigm’s or my right to terminate my employment at any time with or without cause. I understand and agree that I will at all times be an “at-will” employee and therefore can be terminated by Veradigm for any or no cause, subject to the terms of any effective, written, and mutually executed agreement between me and Veradigm regarding the terms of my employment with Veradigm.

16. No Interference. Notwithstanding any other provision of this IARCA, nothing in this IARCA shall prohibit me from confidentially or otherwise communicating or filing a charge or complaint with a governmental agency or regulatory entity, participating in a governmental agency or regulatory investigation, or giving truthful testimony or disclosures to a governmental agency or regulatory entity. However, nothing herein limits or waives Veradigm’s right to seek arbitration or dismissal (pursuant to Section 10 above or otherwise) of any claim or dispute, if any, brought by me or on my behalf in any court.

U.S. federal law provides that an individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official (either directly or indirectly) or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this IARCA limits or otherwise affects any such legal rights or creates liability for any such protected conduct. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual—(i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

17. Notification to Third Parties. Veradigm may, at any time during or after the termination of my employment with Veradigm, notify any person, corporation, partnership or other business entity employing or engaging me or evidencing an intention to employ or engage me as to the existence and provisions of this IARCA.

18. Entire Agreement; Non-Waiver. To the maximum extent enforceable, this IARCA constitutes the entire agreement between Veradigm and me with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings between myself and Veradigm (including any current affiliate of Veradigm or any predecessor in interest of any such affiliate) with respect to such matters. No waiver by Veradigm of a breach by me of any covenant or undertaking of this IARCA shall be construed to be a waiver of any subsequent breach of any covenant or undertaking, and no waiver shall be valid unless in writing signed by Veradigm.

19. Severability. Subject to any judicial modification provisions above. If any provision or provisions of this IARCA shall be void, unlawful or unenforceable in whole or in part, such provision or provisions shall be deemed stricken from this IARCA, but the IARCA shall not otherwise be affected and the remaining provisions shall continue in full force and effect.

20. Assignability, Binding Effect. This IARCA (or any of the rights and/or obligations herein) may be assigned by Veradigm and shall inure to the benefit of and may be enforced by Veradigm or its successors, assigns, and representatives. If Veradigm makes any such assignment, I agree that this IARCA shall remain binding upon me in any event. This IARCA may not be changed in whole or in part except in a writing that is signed by a duly authorized officer of Veradigm and is acknowledged and agreed to by me. This IARCA, and the obligations hereunder, shall be binding upon me and my successors, heirs, executors and representatives.

21. Headings. The headings in this IARCA are inserted for convenience only and are not to be considered in the construction of the provisions hereof.

22. Acceptance. I agree that this IARCA is accepted by me through either (i) my original, facsimile or scanned image signature or (ii) my action of acceptance through an electronic system, where such system allows me to see and review the full IARCA. I further agree that Veradigm is deemed to have accepted this IARCA as evidenced by my employment with Veradigm, the payment of wages or monies to me, or the provision of benefits to me.

23. Personal Inventions. In regard to Section 9 above, I represent that I do or do not have any Personal Inventions (as defined in Section 9 above) by marking one of the boxes below:

(check the appropriate box)

Yes, I have Personal Inventions.

If I have selected the “Yes” box above, I will promptly contact my Human Resources representative or my immediate supervisor and must provide a description of my Personal Inventions on Exhibit A hereto.

IN WITNESS WHEREOF, the parties hereto have entered into this IARCA by executing this Agreement or otherwise taking an action of acceptance, with intention to be bound by this Agreement as of such execution or action.

EMPLOYEE:

Signature of Employee

/s/ Christian Greyenbuhl

Full Name: Christian Greyenbuhl

Date: April 1, 2026

VERADIGM

/a/ Tally Baker

Tally Baker

Chief Human Resources Officer, Global Human Resources

EXHIBIT A

Per Sections 9 and 23 of the forgoing IARCA, I have listed below any and all inventions which: (i) occurred prior to the commencement of my employment relationship with Veradigm; (ii) relate in some way to any of Veradigm’s actual or anticipated business or research or development; and (iii) I consider to be my personal property (in whole or in part):

Exhibit 10.2

VERADIGM INC.

AGREEMENT FOR THE PAYMENT OF BENEFITS

FOLLOWING TERMINATION OF EMPLOYMENT

This AGREEMENT, dated as of April 1, 2026, and is effective the later of (a) May 11, 2026, and (b) the business day following the filing by the Company of its Annual Report on Form 10-K for its 2023 and 2024 fiscal years, or as otherwise agreed (such date, the “Effective Date”), between VERADIGM INC., a Delaware corporation (the “Company”), and Christian Greyenbuhl (the “Executive”),

W I T N E S S E T H:

WHEREAS, the Executive is employed by the Company in the position of Chief Financial Officer; and

WHEREAS, the Company and the Executive desire to enter into this Agreement to set forth the separation benefits to be provided to the Executive in the event that his or her employment terminates under the circumstances described herein.

NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall be defined as set forth below:

(a) “Accounting Firm” shall mean a nationally recognized accounting firm selected by the Company.

(b) “Base Salary” shall mean the higher of (i) the annual base salary in effect immediately prior to the Date of Termination or (ii) the annual base salary in effect for the year immediately prior to the year in which the Date of Termination occurs.

(c) “Board” shall mean the Board of Directors of the Company.

(d) “Cause” shall mean, and shall be limited to, the occurrence of any one or more of the following events: (i) the willful or grossly negligent failure by Executive to perform Executive’s duties and obligations hereunder in any material respect, other than any such failure resulting from the disability of Executive; (ii) Executive’s conviction of a crime or offense involving the property of Company, or any crime or offense constituting a felony or involving fraud or moral turpitude; provided that, in the event that Executive is arrested or indicted for a crime or offense related to any of the foregoing, then Company may, at its option, place Executive on paid leave of absence, pending the final outcome of such arrest or indictment; (iii) Executive’s violation of any law, which violation is materially and demonstrably injurious to the operations or reputation of Company; or (iv) Executive’s material violation of any generally recognized policy of Company or Executive’s refusal to follow the lawful directions of the Board or the Chief Executive Officer of the Company; provided, however, that with respect to this clause (iv), Executive shall have a period of thirty (30) days to cure the particular action or inaction, to the extent such a cure is possible.

(e) “Change in Control” shall mean and be determined to have occurred upon any one of the following events: (i) the date any person or group other than any Subsidiary (or any employee benefit plans (or related trust) of the Company or any of its Subsidiaries) acquires beneficial ownership of securities possessing more than thirty percent (30%) of the total combined voting power of the Company’s then outstanding voting securities which generally entitle the holder thereof to vote for the election of directors (“Voting Power”); provided, however, that no Change in Control shall be deemed to have occurred solely by reason of any such acquisition by a corporation with respect to which, after such acquisition, more than sixty percent (60%) of the then outstanding shares of common stock of such corporation and the Voting Power of such corporation are then beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the stock and Voting Power of Company immediately before such acquisition, in substantially the same proportions as their ownership immediately before such acquisition; or (ii) the date the individuals who constitute the Board as of the date of the approval of this Plan by the Board (the “Incumbent Board”) cease for any reason other than their deaths to constitute at least a majority of the Board; provided that any individual who becomes a director after the date of the approval of this Plan by the Board whose election or nomination for election by Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered, for purposes of this definition, as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened solicitation by a person or group other than the Board for the purpose of opposing a solicitation by any other person or group with respect to the election or removal of directors of the Company; or (iii) the Company effects (A) a merger, reorganization or consolidation of Company with one or more corporations or entities, unless, in any such case, immediately after such merger, reorganization or consolidation, more than 50% of the Voting Power of the then outstanding securities of the corporation resulting from such merger, reorganization or consolidation is then owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of the outstanding voting stock of Company immediately prior to such merger, reorganization or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such merger, reorganization or consolidation, of the outstanding voting stock of the Company; or (B) a sale or other disposition of all or substantially all of the assets of Company (x) other than to an entity of which Company owns at least 50% of the Voting Power or (y) other than to a corporation with respect to which, immediately after such sale or other disposition, more than 50% of the Voting Power of the then outstanding securities thereof is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of the voting stock of the Company immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the outstanding voting stock of the Company. For purposes of the foregoing definition, the terms “beneficially owned” and “beneficial ownership” shall have the meanings ascribed to them in Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”), the term “person” shall have the meaning ascribed to it in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act and “group” means two or more persons acting together in such a way to be deemed a person for purposes of Section 13(d) of the Exchange Act.

(f) “Change in Control Period” shall mean the period beginning on the date three (3) months prior to the date of a Change in Control and (i) with respect to the provisions of Section 5(a), ending on the one-year anniversary of the Change in Control, and (ii) with respect to the provisions of Section 5(b), ending on the two-year anniversary of the Change in Control.

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended.

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(h) “Date of Termination” shall mean the date that the Executive’s employment with the Company (or any successor) ends, which date shall be specified in the Notice of Termination. Notwithstanding the foregoing, the Executive’s employment shall not be deemed to have been terminated solely as a result of the Executive becoming an employee of any direct or indirect successor to the business or assets of the Company.

(i) “Disability” shall be deemed to have occurred if, as a result of illness or incapacity, Executive shall be unable to perform substantially Executive’s required duties for a period of three (3) consecutive months or for any aggregate period of four (4) months in any twelve (12) month period.

(j) “Good Reason” shall mean the occurrence of any of the following, without the Executive’s consent: (i) any reduction in the Base Salary or any failure to pay the Base Salary (other than the inadvertent failure to pay a de minimis amount of the Base Salary, which payment is immediately made by Company upon notice from Executive) or any material reduction in Executive’s annual target bonus opportunity or annual equity award opportunity as compared to similarly-situated employees of the Company, other than across-the-board reductions similarly affecting similarly-situated employees of the Company; (ii) a material diminution in or other substantial adverse alteration in the nature or scope of Executive’s responsibilities or authority with Company from those in effect on the Effective Date (excluding, for this purpose, changes following a Change in Control (x) to Executive’s reporting responsibilities and (y) arising by reason of Company ceasing to be a public company); or (iii) Executive is required to transition from a remote role to an office-based role, other than due to a voluntary work arrangement.

(k) “Good Reason Process” shall mean, in the event of the occurrence of a Good Reason, Executive shall have the right to terminate Executive’s employment and receive the benefits set forth in this Agreement, upon delivery of written notice to Company no later than the close of business on the sixtieth (60th) day following the effective date of the occurrence giving rise to Good Reason; provided, however, that such termination shall not be effective until the expiration of thirty (30) days after receipt by Company of such written notice if Company has not cured within the thirty (30)-day period (the “Cure Period”). If Company so effects a cure, the Good Reason notice shall be deemed rescinded and of no force or effect. Notwithstanding the foregoing, such notice and lapse of time shall not be required with respect to any event or circumstance which is the same or substantially the same as an event or circumstance with respect to which notice and an opportunity to cure has been given within the previous six (6) months. If the Company fails to cure the Good Reason event, then the Executive must terminate his or her employment within sixty (60) days following the expiration of the Cure Period.

(l) “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon for the termination of the Executive’s employment and the Date of Termination.

(m) “Qualified Termination Event” shall mean (i) outside of the Change in Control Period, a termination of the Executive’s employment by the Company other than for Cause, death or Disability or (ii) during the Change in Control Period, (x) a termination of the Executive’s employment by the Company other than for Cause, death or Disability or (y) the Executive’s resignation from the Company for Good Reason; provided, however, that if Executive is offered another position with the Company or a Subsidiary at substantially the same or higher base salary, annual target bonus, and annual equity award opportunity, with comparable scope of role and responsibilities and within 50 miles of Executive’s primary office location, and Executive declines to accept such position, the resulting termination of Executive’s employment with the Company shall not be considered a Qualified Termination Event.

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(n) “Restrictive Covenants Agreement” shall mean the Inventions and Restrictive Covenant Agreement, Inventions, Arbitration and Restrictive Covenant Agreement or a similar agreement entered into between the Executive and the Company.

(o) “Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.

2. Term. This Agreement may not be terminated so long as Executive continues to serve in a role with substantially equivalent scope and responsibilities. Any determination by the Company, the Board or a committee of the Board that materially reduces Executive’s role, responsibilities or scope such that Executive ceases to serve in a substantially equivalent role shall constitute “Good Reason” under Section 1(j)(ii).

3. Termination Benefits Generally. In the event the Executive’s employment with the Company is terminated for any reason, Executive shall be entitled to receive payment of any Base Salary amounts and pro-rata bonus amount based on actual performance that have accrued but have not been paid as of the Termination Date and any benefits, including conversion and continuation rights, provided upon termination of employment under the Company’s employee benefit plans and policies (not including any severance, separation pay, or supplemental unemployment benefit plan) in accordance with the terms of such plans and policies (collectively the “Accrued Obligations”), within the time required by law but in no event more than sixty (60) days after the Date of Termination.

4. Termination Not in Connection with a Change in Control. In the event of a termination of the Executive’s employment by the Company other than for Cause, death or Disability at any time other than during the Change in Control Period, with respect to such Executive, in addition to the Accrued Benefits, subject to his or her execution of a general release of claims in favor of the Company and related persons and entities (the “Release”), which shall include provisions relating to confidentiality, return of property, and non-disparagement and a reaffirmation of the Restrictive Covenants Agreement and the Release becoming irrevocable, in no event more than sixty (60) days after the Date of Termination, and subject to the Executive complying with this Agreement and the Release, the Company shall:

(a) pay the Executive an amount equal to the sum of (i) one (1) times Executive’s Base Salary and (ii) 100% of the Executive’s annual target bonus in effect immediately prior to the Date of Termination, such amounts to be payable regardless of whether Executive obtains other employment and is compensated therefor;

(b) accelerate the vesting of any equity awards held by the Executive that were scheduled to vest in the twelve-month period immediately following the Date of Termination to become fully vested, exercisable or nonforfeitable as of the Date of Termination and to be distributed in accordance with the underlying equity award agreements, including performance-based equity awards, which shall vest at target (or based on actual performance if determinable within such twelve-month period) (for the avoidance of doubt, any unvested equity that was scheduled to vest beyond the twelve-month period following the Date of Termination will be forfeited); and

(c) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company, based on the premiums as of the Date of Termination, until the earlier of (i) twelve (12) months after the Date of Termination and (ii) the date on which the Executive obtains other employment.

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The amounts payable under Section 4(a) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve (12) months after the Date of Termination, with the first payment commencing within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year no later than the last day of such 60-day period; provided further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.

5. Termination in Connection with a Change in Control. In the event a Qualified Termination Event occurs within the Change in Control Period, then with respect to such Executive, in addition to the Accrued Benefits, subject to his or her execution and non-revocation of Release and the Release becoming irrevocable, in no event more than sixty (60) days after the Date of Termination, and subject to the Executive complying with this Agreement and the Release, the Company shall:

(a) pay to the Executive an amount equal to the sum of (i) 100% of Base Salary plus (ii) 100% of the Executive’s annual target bonus in effect immediately prior to the Qualified Termination Event (or the Executive’s target bonus in effect immediately prior to the Change in Control, if higher);

(b) accelerate the vesting of 100% of the outstanding and unvested equity awards held by the Executive to immediately become fully vested, exercisable or nonforfeitable as of the Date of Termination and such awards to be distributed in accordance with the underlying equity award agreements; provided, that the performance conditions applicable to any outstanding and unvested equity awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement; and

(c) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company, based on the premiums as of the Date of Termination, until the earlier of (i) twelve (12) months after the Date of Termination and (ii) the date on which the Executive obtains other employment.

The amounts payable under Section 5(a) shall be paid out in a lump sum within sixty (60) days after the Date of Termination; provided, however, (i) in the event the Date of Termination occurs within three months prior to the Change in Control or (ii) the Change in Control is not a “change in control event” within the meaning of Section 409A of the Code, then the amount payable under Section 5(a) shall be paid at the time specified with respect to Section 4(a); provided, further, if the 60-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year no later than the last day of the 60-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4 and Executive shall not be entitled to the severance pay and benefits under both Sections 4 and 5 hereof.

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6. Additional Limitation.

(a) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In the event of such reduction, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

(b) For purposes of this Section 6, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes (if any) which could be obtained from deduction of such state and local taxes.

(c) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 6(a) shall be made by the Accounting Firm, which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

7. Restrictive Covenants Agreement. As a condition to entering into this Agreement, each Executive shall continue to comply with the terms and conditions contained in the Restrictive Covenants Agreements or similar agreement entered into between the Executive and the Company.

8. Withholding. All payments made by the Company under this Agreement shall be subject to any tax or other amounts required to be withheld by the Company under applicable law.

9. Section 409A.

(a) Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “separation from service” within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to the twenty (20) percent additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i) six (6) months and one (1) day after the Executive’s separation from service, or (ii) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the installments shall be payable in accordance with their original schedule.

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(b) The parties intend that this Agreement will be administered in accordance with Section 409A of the Code and that all amounts payable hereunder shall be exempt from Section 409A of the Code to the maximum extent possible, under either the separation pay exemption pursuant to Treasury regulation §1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury regulation §1.409A-1(b)(4). To the extent that any provision of this Agreement is not exempt from Section 409A of the Code and ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner to comply with Section 409A of the Code. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

(c) To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h). In addition, to the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that a Change in Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, then the amounts payable under Sections 5(b) and 5(c) shall be paid at the same time as set forth in Section 4(a) and 4(b) to the extent required to comply with Section 409A of the Code.

(d) All in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(e) The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.

10. Notice and Date of Termination.

(a) Notice of Termination. A termination of the Executive’s employment shall be communicated by Notice of Termination from the Company to the Executive or vice versa in accordance with this Section 10.

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(b) Notice to the Company. Any notices, requests, demands, and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive has filed in writing with the Company, or to the Company at the following physical or email address:

Veradigm Inc.

Attention: General Counsel

222 Merchandise Mart Plaza, Suite 2024 Chicago, IL 60654

11. No Mitigation. The Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company under this Agreement.

12. Benefits and Burdens. This Agreement shall inure to the benefit of and be binding upon the Company and the Executive, their respective successors, executors, administrators, heirs and permitted assigns. In the event of the Executive’s death after a termination of employment but prior to the completion by the Company of all payments due to him or her under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to his or her death (or to his or her estate, if the Executive fails to make such designation).

13. Enforceability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

14. Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

15. Non-Duplication of Benefits and Effect on Other Plans. Notwithstanding any other provision in this Agreement to the contrary, the benefits provided hereunder shall be in lieu of any other severance payments and/or benefits provided by the Company, including any such payments and/or benefits pursuant to an employment agreement or offer letter between the Company and the Executive, other than as provided in the Company’s 2019 Stock Incentive Plan, as amended from time to time.

16. No Contract of Employment. Nothing in this Agreement shall be construed as giving any Executive any right to be retained in the employ of the Company or shall affect the terms and conditions of the Executive’s employment with the Company.

17. Amendment. The parties may amend this Agreement by written agreement between the parties.

18. Governing Law. This Agreement shall be construed under and be governed in all respects by the laws of the State of Delaware, without giving effect to the conflict of laws principles.

19. Obligations of Successors. In addition to any obligations imposed by law upon any successor to the Company, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company shall expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

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20. Protected Rights. Nothing in this Agreement or otherwise is intended to, or does, prohibit the Executive from (i) filing a charge or complaint with, providing truthful information to, or cooperating with an investigation being conducted by a governmental agency (such as the Equal Employment Opportunity Commission, another other fair employment practices agency, the National Labor Relations Board, the Department of Labor, or the Securities and Exchange Commission (the “SEC”)); (ii) engaging in other legally-protected activities; (iii) giving truthful testimony or making statements under oath in response to a subpoena or other valid legal process or in any legal proceeding; (iv) otherwise making truthful statements as required by law or valid legal process; or (v) disclosing a trade secret in confidence to a governmental official, directly or indirectly, or to an attorney, if the disclosure is made solely for the purpose of reporting or investigating a suspected violation of law. Accordingly, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In the event the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret(s) of the Company to his attorney and use the trade secret information in the court proceeding, if the Executive (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order. In accordance with applicable law, and notwithstanding any other provision of this Agreement, nothing in this Agreement or any of any policies or agreements of the Company or any affiliate applicable to the Executive (i) impedes the Executive’s right to communicate with the SEC or any other governmental agency about possible violations of federal securities or other laws or regulations or (ii) requires the Executive to provide any prior notice to the Company or its affiliates or obtain their prior approval before engaging in any such communications.

21. Miscellaneous.

(a) The headings of this Agreement are included for convenience and shall not affect the meaning or interpretation of this Agreement.

(b) The invalidity of unenforceability of one or more provisions of this Agreement shall not affect the enforceability of any other provision of this Agreement.

(c) This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and such counterparts will together constitute one Agreement.

(Signature page to follow)

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer and the Executive has set his or her hand as of the date first above written.

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Exhibit 10.3

VERADIGM INC.

SECOND AMENDED AND RESTATED 2024 STOCK INCENTIVE PLAN

I. INTRODUCTION

1.1. Purposes. The purposes of the Veradigm Inc. Second Amended and Restated 2024 Stock Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining officers, other employees, Non-Employee Directors and independent contractors and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2. Certain Definitions.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

“Change in Control” shall have the meaning set forth in Section 5.8(c).

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Committee designated by the Board or a subcommittee thereof, in each case, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the principal trading platform on which the Common Stock is then traded.

“Common Stock” shall mean the common stock, par value $0.01 per share, of the Company, and all rights appurtenant thereto.

“Company” shall mean Veradigm Inc., a Delaware corporation, or any successor thereto.

“Effective Date” shall have the meaning set forth in Section 5.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. 

“Fair Market Value” shall mean the closing transaction price of a share of Common Stock as reported on the principal trading platform on which the Common Stock is then traded on the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the next preceding date for which transactions were reported; provided, however, that if the Common Stock is not listed on a national trading platform or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee in good faith and in accordance with Section 409A of the Code.

“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, in the discretion of the Committee and to the extent set forth in the Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“Incumbent Board” shall have the meaning set forth in Section 5.8(c).

“Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.

“Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not “incentive stock option” under Section 422 of the Code or any successor provision.

“Performance Measures” shall mean any criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition (x) in the case of a Restricted Stock Award, to the vesting of the holder’s interest in the shares of Common Stock subject to such award, or (y) in the case of a Restricted Stock Unit Award or Performance Unit Award, to the holder’s receipt of the shares of Common Stock subject to such award or of payment with respect to such award. One or more of the following corporate-wide or subsidiary, division, operating unit or individual measures may be used by the Committee in establishing Performance Measures under this Plan: earnings; earnings per share; earnings before interest and taxes (“EBIT”); earnings before interest, taxes, depreciation and amortization (“EBITDA”); stock price; financial return ratios, consisting of return on equity, return on assets and return on invested capital; the ratio of EBIT to capital; the ratio of EBITDA to capital; net income; operating income; bookings; revenues; profit margin; cash flow(s); expense reduction; working capital ratios; achievement of balance sheet or income statement objectives; successful implementation of strategic initiatives; customer satisfaction measures; successful integration of acquisitions; or any other measure selected by the Committee whether or not listed herein. Each such Performance Measure may be expressed on a pre-tax or post-tax basis or on an absolute or relative basis, and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, or operating units) or the past or current performance of other companies or market indices (or a combination of such past and current performance). Performance Measures may be determined in accordance with generally accepted accounting principles (“GAAP”) or otherwise than in accordance with GAAP. In the case of earnings-based measures, in addition to the ratios specifically enumerated above, Performance Measures may include comparisons relating to capital (including, but not limited to, the cost of capital), stockholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In the sole discretion of the Committee, the Committee may amend or adjust the Performance Measures to include or exclude components of any Performance Measure, including, without limitation, foreign exchange gains and losses, asset write-downs, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as

restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring or other terms and conditions of an outstanding award in recognition of unusual, nonrecurring or one-time events affecting the Company or its financial statements or changes in law or accounting principles. Performance Measures shall be subject to such other special rules and conditions as the Committee may establish at any time.

“Performance Option” shall mean a Nonqualified Stock Option, the grant of which or the exercisability of all or a portion of which is contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“Performance Unit” shall mean a right to receive, contingent upon the attainment of specified Performance Measures within a specified Performance Period, a specified cash amount or, in lieu thereof, shares of Common Stock having a Fair Market Value equal to such cash amount.

“Performance Unit Award” shall mean an award of Performance Units under this Plan.

“Prior Plan” shall mean the Allscripts Healthcare Solutions, Inc. Amended and Restated 2019 Stock Incentive Plan, the Allscripts Healthcare Solutions, Inc. Second Amended and Restated 2011 Stock Incentive Plan, and each other plan previously maintained by the Company under which equity awards remain outstanding as of, or are granted on or following, the Effective Date.

“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.

“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof and to the extent set forth in the Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.

“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to a Restricted Stock Unit Award shall remain in effect.

“SAR” shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.

“Stock Award” shall mean a Restricted Stock Award or a Restricted Stock Unit Award.

“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing more than 50% of the combined voting power of the total outstanding equity interests of such entity.

“Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.

“Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender or cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or, in the discretion of the Committee and to the extent set forth in the Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.

“Tax Date” shall have the meaning set forth in Section 5.5.

“Voting Power” shall have the meaning set forth in Section 5.8(c).

1.3. Administration. This Plan shall be administered by the Committee. Any one or a combination of the following awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Nonqualified Stock Options (which may include Performance Options), (ii) SARs in the form of Tandem SARs or Free-Standing SARs, (iii) Stock Awards in the form of Restricted Stock or Restricted Stock Units and (iv) Performance Units. For the avoidance of doubt, the Company shall not grant Incentive Stock Options under this Plan. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock, the number of SARs, the number of Restricted Stock Units and the number of Performance Units subject to such an award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.

The Committee may delegate some or all of its power and authority hereunder to the Board or, subject to applicable law, to a subcommittee of the Board, a member of the Board, the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to a member of the Board, the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person.

No member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

1.4. Eligibility. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, independent contractors, and persons expected to become officers, other employees, Non-Employee Directors and independent contractors, of the Company or any of its Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Except as otherwise provided in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary, and references to employment shall include service as a Non-Employee Director or independent contractor. The Company may determine, in its sole discretion, whether a participant is deemed to be employed during a leave of absence. The aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be awarded or granted during any fiscal year of the Company to any Non-Employee Director shall not exceed $750,000.

1.5. Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Section 1.5, the number of shares of Common Stock that shall initially be available for all awards under this Plan shall be 17,000,000. The number of shares of Common Stock that remain available for future grants under the Plan shall be reduced by the sum of the aggregate number of shares of Common Stock that become subject to outstanding options, outstanding Free-Standing SARs, outstanding Stock Awards and outstanding Performance Units denominated in shares of Common Stock, other than Substitute Awards.

To the extent that shares of Common Stock subject to an outstanding option, SAR or stock award granted under this Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related tandem SAR or shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares of Common Stock shall again be available under this Plan; provided, however, that shares of Common Stock subject to an award under this Plan shall not again be available under this Plan if such shares are (x) shares that were subject to a stock-settled SAR and were not issued or delivered upon the net settlement of such SAR, (y) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award and (z) shares repurchased by the Company on the open market with the proceeds of an option exercise. The number of shares subject to outstanding awards granted under a Prior Plan that are not issued or delivered pursuant to the terms of such Prior Plan shall not become available under this Plan pursuant to this paragraph and instead shall again be available shares under the applicable Prior Plan. The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements). Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee. Options may be granted in addition to, or in lieu of, any other compensation payable to officers, other employees, Non-Employee Directors and independent contractors, and in all cases shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share of Common Stock purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share of Common Stock purchasable upon exercise of a Nonqualified Stock Option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option.

Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares.

(b) Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than seven (7) years after its date of grant. The Committee may, in its discretion, determine that an option is to be granted as a Performance Option and may establish an applicable Performance Period and Performance Measures which shall be satisfied or met as a condition to the grant of such option or to the exercisability of all or a portion of such option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.

(c) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (E) a combination of (A), (B) and (C), in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. Any fraction of a share of Common Stock which would be required to pay such purchase price shall be disregarded and the remaining amount due shall be paid in cash by the optionee. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).

Notwithstanding the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

(b) Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no SAR shall be exercised later than seven (7) years after its date of grant; and provided further, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.

(c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing Common Stock shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.3 Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement. 

2.4 No Repricing. Notwithstanding anything in this Plan to the contrary and subject to Section 5.7, the Committee shall not (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case other than in connection with a Change in Control, without the approval of the stockholders of the Company.

2.5 Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.

III. STOCK AWARDS

3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The minimum Restriction Period and the minimum Performance Period specified in Section 3.2(b) relating to Restricted Stock Awards and specified in Section 3.3(b) relating to Restricted Stock Unit Awards shall not be applicable to awards granted under this Plan with respect to the number of shares of Common Stock which, in the aggregate, does not exceed five percent (5%) of the total number of shares available for awards under this Plan. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award or a Restricted Stock Unit Award.

3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period or (ii) if specified Performance Measures (if any) are satisfied or met during a

specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. Notwithstanding the foregoing, but subject to Sections 3.1, 5.3 and 5.8 (i) the Restriction Period of a Restricted Stock Award not subject to Performance Measures shall not be less than one (1) year, subject to pro-rata vesting during such one-year Restriction Period, and (ii) the Performance Period of a Restricted Stock Award subject to Performance Measures shall not be less that one (1) year.

(c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.

(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock. Notwithstanding the foregoing, all distributions and dividends with respect to shares of Common Stock, including a regular cash dividend, shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such distribution or dividend was made.

3.3 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period or (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period. Notwithstanding the foregoing, but subject to Sections 3.1, 5.3 and 5.8 (i) the Restriction Period of a Restricted Stock Unit Award not subject to Performance Measures shall not be less than one (1) year, subject to pro-rata vesting during such one-year Restriction Period, and (ii) the Performance Period of a Restricted Stock Unit Award subject to Performance Measures shall not be less that one (1) year.

(c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents with respect to Restricted Stock Units shall be subject to the same vesting conditions as the underlying awards. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.

3.4 Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or the Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee in accordance with the terms of this Plan, including Sections 1.3, 3.2(b), 3.3(b) and 5.3, and set forth in the applicable award Agreement.

IV. PERFORMANCE UNIT AWARDS

4.1 Performance Unit Awards. The Committee may, in its discretion, grant Performance Unit Awards to such eligible persons as may be selected by the Committee.

4.2 Terms of Performance Unit Awards. Performance Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Number of Performance Units and Performance Measures. The number of Performance Units subject to a Performance Unit Award, the method of determining the value of each Performance Unit and the Performance Measures and Performance Period applicable to a Performance Unit Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Performance Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Unit Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period. Notwithstanding the foregoing, but subject to Sections 5.3 and 5.8, the Performance Period of a Performance Unit Award that may be settled in shares of Common Stock shall not be less than one (1) year.

(c) Settlement of Vested Performance Unit Awards. The Agreement relating to a Performance Unit Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Unit Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend equivalents with respect to a Performance Unit Award shall be subject to the same restrictions as such Performance Unit Award. Prior to the settlement of a Performance Unit Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company.

4.3 Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Unit Award, or any forfeiture and cancellation of such award upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, shall be determined by the Committee and set forth in the applicable award Agreement.

V. GENERAL

5.1 Effective Date and Term of Plan. This Plan shall become effective on the date that this Plan is approved by the Board (the “Effective Date”) and shall terminate on the ten-year anniversary of the Effective Date, unless terminated earlier by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan.

5.2 Amendments. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment to the Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required by Section 2.4 or by applicable law, rule or regulation, including any rule of any stock exchange on which the shares of Common Stock are then traded, or (ii) the Non-Employee Director compensation limit set forth in Section 1.4 is increased; provided further, that no amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder.

5.3 Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms and conditions applicable to such award. An Agreement (or an employment agreement referred to therein) may provide that, or the Committee may, in its sole discretion at any time, take action such that in the event of a termination of employment or service, in the event of a Change in Control or as otherwise determined by the Committee (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period

applicable to any outstanding Restricted Stock, Restricted Stock Units or Performance Units shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding award shall lapse, and (iv) the Performance Measures (if any) applicable to any outstanding award shall be deemed to be satisfied at the target, maximum or any other interim level. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, the recipient of such award and, upon such execution and delivery of the Agreement to the Company within the time period specified by the Company, such award shall be effective as of the effective date set forth in the Agreement.

5.4 Non-Transferability. No award shall be transferable other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes or a charitable organization designated by the holder, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold, transferred, assigned, pledged, 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, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

5.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (a) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (b) the holder may satisfy any such obligation by any of the following means: (i) a cash payment to the Company, (ii) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (iii) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, in either case equal to the amount necessary to satisfy any such obligation, (iv) in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or (v) any combination of (i), (ii) and (iii), in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under the accounting rules then in effect). Any fraction of a share of Common Stock which would be required to satisfy such an obligation shall be disregarded and the remaining amount due shall be paid in cash by the holder. 

5.6 Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

5.7 Adjustment. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Stock Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Unit (including the number and class of securities subject thereto, if applicable), shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

5.8 Change in Control.

(a) Double-Trigger Vesting. Unless otherwise determined by the Committee pursuant to Section 5.3 or provided in an Agreement or another agreement, in the event of a Change in Control of the Company and a termination of employment or service under circumstances determined by the Board or the Committee and set forth in the Agreement within 24 months following such Change in Control or within three months prior thereto in connection with such Change in Control (i) the outstanding options and SARs shall immediately become exercisable in full or in part, (ii) the Restriction Period applicable to the outstanding Restricted Stock Awards and Restricted Stock Unit Awards shall lapse in full or in part, (iii) the Performance Period applicable to the outstanding awards shall lapse in full or in part, and (iv) the Performance Measures applicable to the outstanding awards shall be deemed to be satisfied at the target, maximum or any other interim level.

(b) Board and Committee Discretion. In the event of a Change in Control of the Company, the Board or the Committee may, in its discretion:

(c) Definition of Change in Control. A “Change in Control” shall mean and be determined to have occurred upon any one of the following events: (i) the date any person or group other than any Subsidiary (or any employee benefit plans (or related trust) of the Company or any of its Subsidiaries) acquires beneficial ownership of securities possessing more than thirty percent (30%) of the total combined voting power of the Company’s then outstanding voting securities which generally entitle the holder thereof to vote for the election of directors (“Voting Power”); provided, however, that no Change in Control shall be deemed to have occurred solely by reason of any such acquisition by a corporation with respect to which, after such acquisition, more than sixty percent (60%) of the then outstanding shares of common stock of such corporation and the Voting Power of such corporation are then beneficially owned, directly or indirectly, by the persons who were the beneficial owners of the stock and Voting Power of Company immediately before such acquisition, in substantially the same proportions as their ownership immediately before such acquisition; or (ii) the date the individuals who constitute the Board as of the date of the approval of this Plan by the Board (the “Incumbent Board”) cease for any reason other than their deaths to constitute at least a majority of the Board; provided that any individual who becomes a director after the date of the approval of this Plan by the Board whose election or nomination for election by Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered, for purposes of this definition, as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened solicitation by a person or group other than the Board for the purpose of opposing a solicitation by any other person or group with respect to the election or removal of directors of the Company; or (iii) the Company effects (A) a merger, reorganization or consolidation of Company with one or more corporations or entities, unless, in any such case, immediately after such merger, reorganization or consolidation, more than 50% of the Voting Power of the then outstanding securities of the corporation resulting from such merger, reorganization or consolidation is then owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of the outstanding Voting Stock of Company immediately prior to such merger, reorganization or consolidation and in substantially the same proportions relative to each other as their ownership, immediately prior to such merger, reorganization or consolidation, of the outstanding Voting Stock of the Company; or (B) a sale or other disposition of all or substantially all of the assets of Company (x) other than to an entity of which Company owns at least 50% of the Voting Power or (y) other than to a corporation with respect to which, immediately after such sale or other disposition, more than 50% of the Voting Power of the then outstanding securities thereof is then beneficially owned, directly or indirectly, by all or substantially all of the persons who were the beneficial owners, respectively, of the Voting Stock of the Company immediately prior to such sale or other disposition and in substantially the same proportions relative to each other as their ownership, immediately prior to such sale or other disposition, of the outstanding Voting Stock of the Company. For purposes of the foregoing definition, the terms “beneficially owned” and “beneficial ownership” shall have the meanings ascribed to them in Rule 13d-3 under the Exchange Act, the term “person” shall have the meaning ascribed to it in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act and “group” means two or more persons acting together in such a way to be deemed a person for purposes of Section 13(d) of the Exchange Act.

5.9 Deferrals. The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the settlement of all or a portion of any award made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.

5.10 No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.

5.11 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

5.12 Designation of Beneficiary. To the extent permitted by the Committee, a holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person.

5.13 Awards Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant to such an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including without limitation any such policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law.

5.14 Governing Law. This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

5.15 Section 409A. To the extent that the Committee determines that any award granted under this Plan is subject to Section 409A of the Code, the award Agreement evidencing such award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, this Plan and the award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Plan to the contrary, in the event that following the Effective Date, the Committee determines that any award may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the Effective Date), the Committee may adopt such amendments to this Plan and the applicable award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary or appropriate to (i) exempt the award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the award, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under Section 409A.

5.16 Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside of the United States on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.

Exhibit 99.1

Veradigm Appoints Christian Greyenbuhl as Chief Financial Officer

CHICAGO – April 6, 2026 – Veradigm Inc. (OTCMKTS: MDRX), a leading provider of clinical and revenue cycle solutions for independent practices, announced the appointment of Christian Greyenbuhl as Chief Financial Officer of the Company, effective on the later of May 11, 2026 and the first business day after Veradigm files its Annual Report on Form 10-K for its 2023 and 2024 fiscal years, or as otherwise agreed.

Mr. Greyenbuhl is a seasoned operator and finance executive with more than 25 years of experience across both global public and private companies. He brings a strong track record as a general manager and operator, having served as general manager of businesses of Automatic Data Processing, Inc. (“ADP”) on two occasions and having led large-scale financial systems transformations. He most recently served as Chief Financial Officer for Ministry Brands, LLC, a SaaS-based technology company, where he has led all aspects of its finance organization since November 2022.

“Our ‘Reset, Recover, Reignite’ plan is fully launched. Our work to get current and stay current on our SEC filing is progressing,” said Donald Trigg, Chief Executive Officer of Veradigm. “With Christian’s arrival, the team required to drive our strategic reset, recover our market leadership with independent physician practices, and reignite profitable growth will be largely in place.”

“I am honored to join the Veradigm team at such a pivotal moment,” said Mr. Greyenbuhl. “Veradigm has a unique opportunity to leverage its strong market position, differentiated capabilities, and powerful data assets to deliver more actionable insights across the healthcare ecosystem. I look forward to leveraging my accounting and operational strengths to work to ensure that the Company becomes current with its filing obligations and reignites profitable growth.”

Prior to Ministry Brands, Mr. Greyenbuhl served as SVP Corporate Finance and Investor Relations at Xplor Technologies LLC, a global SaaS-based technology company. Prior to Xplor Technologies, Mr. Greyenbuhl spent over 10 years at ADP in increasingly senior roles following 11 years at PricewaterhouseCoopers working with a variety of public and private clients across a broad range of industries. Mr. Greyenbuhl is both a Chartered Accountant with the Institute of Chartered Accountants of Scotland as well as a Certified Public Accountant (inactive) and holds a Bachelor of Arts degree in Accountancy with Business Law from the University of Stirling in Scotland, UK.

Mr. Greyenbuhl succeeds Lee Westerfield, the Company’s Interim Chief Financial Officer. Following Mr. Greyenbuhl’s appointment, Mr. Westerfield will serve the Company in a consulting role to help ensure a smooth transition of responsibilities.

“On behalf of myself and the Board of Directors, I want to thank Lee for his tireless service during a time of leadership transition at Veradigm,” said Mr. Trigg. “Lee has led our efforts to ‘get current and stay current’ on our SEC filings, and the financing that strengthened our liquidity. I look forward to continuing to collaborate with him as we advance key filing milestones.”

About Veradigm^®

Veradigm has a proven history of delivering clinical and revenue cycle solutions that help independent practices improve outcomes and financial performance. Our AI-forward data and technology also help over 20,000 provider practices connect with health plans and biopharma to eliminate inefficiencies, close care gaps, and create a more affordable health system.

^© 2026 Veradigm LLC and/or its affiliates. All rights reserved. Cited marks are the property of Veradigm LLC and/or its affiliates. All other product or Company names are the property of their respective holders, all rights reserved.

For more information contact:

Investors:

Steven Halper

312-506-1237

steven.halper@veradigm.com

Media:

Amanda Cohen

732-567-7607

amanda.cohen@veradigm.com

Disclaimer and Forward-Looking Statement Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, the Company’s strategic initiatives under its new leadership and the timing of Mr. Greyenbuhl’s appointment as Chief Financial Officer of Veradigm Inc. (the “Company”). These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made, and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aims,” “hopes,” and “seeks” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, risks relating to the Company’s common stock not trading on a national securities exchange and deregistration from Section 12(b) of the Securities Exchange Act of 1934, as amended; a further material delay in the Company’s financial reporting; an inability of the Company to timely prepare its delinquent financial statements; unanticipated factors or factors that the Company currently believes will not cause further delay; the Company’s remediation efforts and preparation of financial statements or other factors that could cause additional delay or adjustments; the possibility that ongoing remediation work or the audit of the Company’s financial statements for the fiscal years ended December 31, 2023, 2024, or 2025 may identify additional errors and material weaknesses or other deficiencies in the Company’s accounting practices; the likelihood that the control deficiencies identified or that may be identified in the future will result in additional material weaknesses in the Company’s internal control over financial reporting; the Company’s ability to hire qualified individuals to serve in senior leadership roles on a permanent basis; and other factors contained in the “Risk Factors” section and elsewhere in the 2022 Form 10-K and the Company’s other filings with the SEC from time to time. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.