8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2012

Greenway Medical Technologies, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-35413

Delaware	58-2412516
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

121 Greenway Boulevard

Carrollton, GA 30117

(Address of principal executive offices, including zip code)

(770) 836-3100

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 On September 24, 2012, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Greenway Medical Technologies, Inc. (the “Company”) approved the 2013 Incentive Bonus Plan (the “Bonus Plan”).  

 The Bonus Plan is designed to provide a financially attractive and equitable component to the total compensation packages of executive officers, to reward the participants for significantly contributing to the attainment of the Company’s corporate objectives, and to enhance the Company’s presence in the marketplace. The Bonus Plan contains three primary components: (i) Company sales bookings which constitutes 45% of the overall bonus consideration, (ii) Company revenue which constitutes 25% of the overall bonus consideration, and (iii) Company EBITDA which constitutes 30% of the overall bonus consideration. Together with senior management, at the beginning of the 2013 fiscal year, the Compensation Committee developed targeted levels of the Company’s sales bookings, revenue, and EBITDA. The Compensation Committee and the Board believe the 2013 targets are appropriately challenging to achieve and yet provide appropriate incentive for performance, in that they require significantly improved financial performance compared to prior years. The target bonus amount for W. Thomas Green, Jr., James A. Cochran, and Gregory Schulenburg is equal to 50% of base salary, while the target bonus amount for Wyche T.  Green, III is equal to 60% of his base salary, and the target bonus amount for William G. Esslinger, Jr. is 40% of his base salary.

 As a threshold matter, no bonuses are paid unless the Company achieves a minimum level of EBITDA (such EBITDA minimum to be calculated after taking into account all bonuses to be paid under the current year’s plan) as set by the Compensation Committee. Assuming such minimum EBITDA level is achieved, upon achievement of at least 90% of the sales bookings target, 45% of the executive officer’s bonus would be awarded based upon the Company’s percentage achievement of the sales bookings target. In addition, assuming the minimum EBITDA level is achieved, upon the Company’s achievement of at least 95% of the revenue target, 25% of the named executive officer’s bonus would be awarded based upon the Company’s percentage achievement of the revenue target.  Finally, assuming the Company achieves actual revenue of at least 90% of the revenue target, upon at least 92.5% achievement of the EBITDA target, 30% of the named executive officer’s bonus would be awarded depending on the Company’s percentage achievement of the EBITDA target. The maximum bonus payable to a named executive officer under the Bonus Plan is 200% of the target bonus.

 The form of Bonus Plan is filed with this report as Exhibit 10.1 and incorporated by reference herein. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of such document.

 Additionally, on September 24, 2012, the Compensation Committee approved the terms of a long-term incentive plan for the 2013 fiscal year. As such, during the 2013 fiscal year named executive officers, other than the President and CEO, were to receive an equity grant of stock options having a value of approximately 130% of base salary. The President and CEO was to receive an equity grant of stock options of approximately 230% of base salary.  In connection with the 2013 long-term incentive plan, on September 24, 2012 the Compensation Committee granted the following option awards pursuant to the Company’s 2011 Stock Plan that vest over four years, with 25% vesting in September 2013 and the remainder vesting over three years thereafter in monthly installments: Wyche T. Green, III received options for 106,000 shares; James A. Cochran received options for 41,000 shares; W. Thomas Green, Jr. received options for 43,000 shares; Gregory H. Schulenburg received options for 42,000 shares; and William G. Esslinger, Jr. received options for 32,000 shares.  The strike price for these options is $15.99.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
	10.1Form of 2013 Incentive Bonus Plan.

SIGNATURE

 Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Greenway Medical Technologies, Inc.
Date:  September 28, 2012	By:	/s/ William G. Esslinger, Jr.
		William G. Esslinger, Jr.
		Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

CONFIDENTIAL

CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL

PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE

BEEN SEPARATELY FILED WITH THE COMMISSION.

Compensation Plan 2013
Name:
Base Compensation:	$   per pay period

The 2013 incentive Bonus Plan includes three primary components:

a.   One component based on Company Sales Bookings

b.   One component based on Company Revenue

c.   One component based on Company EBITDA

d.   The “Targets” for the Bonus Plan exceed the 2013 Budget

Sales Bookings Target Bonus 45% Revenue Target Bonus 25% EBITDA Target Bonus 30%

·   The company bonus is paid annually.

·   Once paid, there is no recapture.

Participation:

·   Individuals must be active employees in good standing at the end of the year the bonus is earned in order to participate.

Pay-Out-Requirements:

·   The entry point into the plan for the bookings related Company Financial Goals begins when bookings achievement is at least 90% of targeted levels and EBITDA (after all bonus payments) is at least $15M. The bonus payment for the sales bookings-related Company Financial Goals is based on actual sales bookings as a percentage of targeted sales margin:

         - If actual bookings achievement is less than 90% of targeted bookings there is no bookings bonus payable.

         - Exponential increase: If actual bookings achievement is 90% of targeted bookings, 50% of the total bookings bonus pool is payable. For every one percent additional achievement between 90% and 100%, an additional 5% of the bookings-related bonus pool is payable.   As an example, if the Company achieves 95% of its bookings target, 75% of the sales bookings-related bonus pool would be payable.

         - Exceeding budget: the linear increase continues above 100% of budget at 5% for each 1% over 100%. For example, If actual bookings are 110% of targeted bookings, 150% of the booking-related bonus pool is payable to provide an extra incentive to exceed the budget.

         - Cap:  Awards under this portion of the plan shall be capped at 200% of the total bookings-related bonus pool.

CONFIDENTIAL

·   The entry point into the plan for the revenue-related Company Financial Goals begins when revenue is at least 95% of targeted levels and EBITDA (after all bonus payments) is at least $15M. The bonus payment for the revenue-related Company Financial Goals is based on actual revenue as a percentage of targeted revenue:

          -  If actual revenue is less than 95% of targeted revenue there is no revenue bonus payable.

         - Exponential increase: If actual revenue is 95% of targeted revenue, 75% of the total revenue-related bonus pool is payable. For every one percent additional achievement between 95% and 100%, an additional 5% of the revenue-related bonus pool is payable.   As an example, if the Company achieves 97% of its revenue budget, 85% of the revenue-related bonus pool would be payable.

         - Exceeding budget: the linear increase continues above 100% of target at 2.5% for each 1% over 100% up to 105% and 5% from 105% to Cap. For example, If actual revenue is 110% of targeted revenue, 137.5% of the revenue-related bonus pool is payable to provide an extra incentive to exceed the budget.

         - Cap:  Awards under this portion of the plan shall be capped at 200% of the total revenue-related bonus pool.

·   The entry point into the plan for the EBITDA-related Company Financial Goals begins when revenue is at least 90% of targeted levels and EBITDA (after all bonus payments) is at least 92.5% of targeted levels. The bonus payment for the EBITDA-related Company Financial Goals is based on actual EBITDA as a percentage of targeted EBITDA:

         - If actual EBITDA is less than 92.5%  of targeted EBITDA there is no bonus payable.

         - If actual EBITDA is equal to 92.5% of budgeted EBITDA, 85.00% of the EBITDA-related bonus pool is payable. For every 1.5% additional achievement between 92.5% and 100%, an additional 3% of the EBITDA-related bonus pool is payable. As an example, if actual EBITDA is 97% of targeted EBITDA, 94% of the EBITDA-related bonus pool is payable, etc.

         - Exceeding budget: Provided that the Company has achieved at least 100% of both its revenue- and sales bookings-related targets, the linear increase in the EBITDA-related bonus continues above 100% of target at .5% (one-half of one percent) for each 1% over 100% to 115% of target and at 1% over 115% to Cap. For example, provided that at least 100% of the revenue and sales margin targets have been achieved and actual EBITDA is 112% of targeted EBITDA, 106% of the EBITDA-related bonus pool is payable to provide an extra incentive to exceed the target.

         - Cap:  Awards under this portion of the plan shall be capped at 200% of the total EBITDA-related bonus pool.

·   Note:

-       Targeted amounts for 2013:

§Bookings	- $[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]
§Revenue	- $[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]
§EBITDA	- $[CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION]

-       For the purpose of all bonus calculations, the actual and budgeted EBITDA numbers need to include the actual and budgeted bonus amounts respectively.

CONFIDENTIAL

GENERAL TERMS & CONDITIONS

Fiscal 2013 Incentive Bonus Plan

1.1           INTRODUCTION

Your 2013 Incentive Bonus Plan (“the Plan”), is designed to provide you a financially attractive and equitable compensation package.  The plan is designed to reward you for significantly contributing to the attainment of Greenway Medical Technologies’ (“Greenway”) corporate objectives and enhance Greenway’s presence in the marketplace.

1.2           PLAN TERM

This Plan is effective starting July 1, 2012, continuing through June 30, 2013, unless modified via written addendum during this period by Greenway Board of Directors Compensation Committee.

1.3           PLAN ELIGIBILITY AND PARTICIPATION

To participate in this Plan, you must confirm receipt and understanding of the Plan provisions, agree to its terms and conditions [and abide by the Greenway Non-Disclosure Agreement by keeping this Plan Private & Confidential].

1.4           PLAN CHANGES AND DURATION

This Plan shall not be modified unless authorized in writing by the Greenway Board of Directors Compensation Committee.  While every effort will be made to hold plan changes to a minimum, Greenway’s Board of Directors Compensation Committee reserves the right to make reasonable - modifications, changes at any time, where there is areas of ambiguity, interpretation or any significant changes in the business.

1.5           PLAN INTERPRETATION

The Greenway Board of Directors Compensation Committee as it may apply to any one individual person, matter or circumstance will make final interpretations of the Plan when an issue of ambiguity or interpretation is encountered.  All Plan interpretations by the aforementioned (either jointly or individually) are considered final.  This Plan is not intended and shall not be construed to imply an employment contract between Greenway and any of its employees.

The Participant named above is eligible to participate in the Greenway 2013 Incentive Bonus Plan.  The Plan is not intended and shall not be construed to imply a contract of employment between the Participant and Greenway.  All reasonable interpretations of the Plan by the Greenway Board of Directors Compensation Committee are final, binding and not subject to appeal.  No Participant has the right to receive payment from the Plan until all conditions and the Participant has met terms of the Plan and the Participant has signed and returned this Plan Acknowledgment.

[Name] Date [Name] Date