EXHIBIT 10
STOCK RESTRICTION AND VOTING AGREEMENT
This Stock Restriction and Voting Agreement (the "Agreement") effective
as of April 29, 1999 is entered into by and among Richard E. Tarrant
("Richard") and Amy E. Tarrant ("Amy").
WITNESSETH:
WHEREAS, Richard is on this date transferring to Amy 2,575,365 shares
(the "Shares") of the Common Stock, par value $.01 per share ("Common Stock"),
of IDX Systems Corporation, a Vermont corporation (the "Company"); and
WHEREAS, the Shares are subject in Richard's hands to that certain
Redemption Agreement dated April 1, 1993 among Richard, Robert H. Hoehl
("Hoehl") and the Company, a copy of which is attached hereto (the "Redemption
Agreement") and to the related voting trust agreement of the same date (the
"Voting Trust"), and the Redemption Agreement provides that the Shares may be
transferred by Richard only subject to the provisions of the Redemption
Agreement and the Voting Trust; and
WHEREAS, Richard and Amy desire to set forth certain other agreements
and restrictions with respect to the Shares;
NOW THEREFORE, the parties hereto, in consideration of the foregoing,
and of other good and valuable consideration, the receipt and sufficiency is
hereby acknowledged, hereby agree as follows:
1. Restrictions on Transfer.
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1.1 Amy shall not sell, transfer or otherwise dispose of ("Transfer"),
any of the Shares, other than as permitted by Section 2 of this Agreement, and
any attempted Transfer by Amy, other than as permitted by Section 2 of this
Agreement, shall be void and shall transfer no right, title, or interest in or
to any of such Shares to the purported transferee.
2. Transfers Not Subject to Restrictions.
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2.1 Amy may Transfer Shares to any one or more of Jeremiah, Richard
Jr., Brian, Audrey or Ellen Tarrant (the "Tarrant Children") or to a trust
established for the benefit of the Tarrant Children or herself, or may dispose
of them under her will, provided that in any such case the transferee delivers
to Richard and Hoehl a written instrument agreeing to be bound by the terms of
the Redemption Agreement, the Voting Trust and this Agreement as if such
transferee were Amy (any such transferee referred to as a ("Permitted
Transferee").
2.2 Amy may Transfer Shares to any transferee other than a Permitted
Transferee (an "Other Transferee"), provided that the number of Shares that have
been Transferred at any time by Amy to Other Transferees shall not exceed the
Permitted Number of Transferred Shares, as defined below. The "Permitted Number
of Transferred Shares" shall mean, at any given time (the "Measurement Time"),
the greater of (i) 200,000 shares per calendar year cumulative, commencing after
the date of this Agreement or (ii) the number of shares of Common Stock
Transferred by Richard during the period commencing on the date of this
Agreement and ending at the Measurement Time to transferees other than Richard's
Permitted Transferees. "Richard's Permitted Transferees" shall mean the Tarrant
Children, any trust established for the benefit of the Tarrant Children or
himself.
2.3 Amy may Transfer Shares without limitation following the earlier of (i)
the fifth anniversary of this Agreement or (ii) the first date upon which
Richard is no longer serving as either a director or officer of the Company.
3. Voting Shares.
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3.1 Amy agrees that, subject to Section 3.2 below, Richard shall continue
to have all voting rights prior to the tenth anniversary of this Agreement with
respect to the Shares held by her or any Permitted Transferee, and, in order to
effectuate such grant of voting rights, Richard shall be (and is hereby
appointed) the proxy and attorney-in-fact of Amy to vote her Shares, and any
Shares Transferred by her to a Permitted Transferee, at any annual or special
meeting of the shareholders of the Company, or to execute any written consent
without a meeting, for all purposes which require the approval or consent of the
shareholders of the Company. The proxy granted pursuant hereto is irrevocable
and coupled with an economic, proprietary and pecuniary interest. Such proxy
shall not terminate on account of the death, disability, bankruptcy, or
incompetency of Amy and shall remain in full force and effect until the first to
occur of (i) the tenth anniversary of this Agreement, (ii) the termination of
this Agreement by its terms and (iii) the termination of such proxy by operation
of law.
3.2 Amy further acknowledges that the Shares are subject to
the Redemption Agreement and the Voting Trust, including particularly the
provisions of Section 5 of the Redemption Agreement and the proxy granted
therein by Richard to Hoehl, the provisions of which Section 5 are hereby
incorporated herein by reference, and Amy agrees that, as contemplated by such
Section 5, upon the death or during the Incompetency (as defined in the
Redemption Agreement) of Richard, Hoehl shall have all voting rights with
respect to the Shares held by her or any Permitted Transferee, and, in order to
effectuate such grant of voting rights, Hoehl shall be (and is hereby appointed)
the proxy and attorney-in-fact of Amy, following the death or during the
Incompetency of Richard, to vote her Shares, and any Shares Transferred by her
to a Permitted Transferee, at any annual or special meeting of the shareholders
of the Company, or to execute any written consent without a meeting, for all
purposes which require the approval or consent of the shareholders of the
Company. The proxy granted pursuant hereto is irrevocable and coupled with an
economic, proprietary and pecuniary interest. Such proxy shall not terminate on
account of the death, disability, bankruptcy, or incompetency of Amy and shall
remain in full force and effect until the first to occur of (i) the tenth
anniversary of this Agreement, (ii) the death or Incompetency of both Richard
and Hoehl or the survivor of them, (iii) the termination of the Redemption
Agreement by its terms, (iv) the termination of the proxy granted by Richard to
Hoehl in the Redemption Agreement by operation of law and (v) the first date
upon which Richard is no longer serving as either a director or officer of the
Company.
4. Termination of Agreement.
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4.1 This Agreement shall terminate upon the earlier of (a) the sale of all
or substantially all of the assets or business of the Company, by merger, sale
of assets or otherwise; (b) the transfer of all of the Shares to Other
Transferees; (c) the first date upon which Richard is no longer serving as
either a director or officer of the Company; and (the tenth anniversary of this
Agreement.
5. General.
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5.1 Copy to be Maintained at Company Offices. An original copy of this
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Agreement, duly executed by each of the parties hereto, shall be delivered to
the Secretary of the
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Company and maintained at the principal executive office of the Company and made
available for inspection by any person requesting it.
5.2 Severability. The invalidity or unenforceability of any provision of
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this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
5.3 Specific Performance. In addition to any and all other remedies that
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may be available at law in the event of any breach of this Agreement, Richard
and, with respect to Section 3.2, Hoehl shall be entitled to specific
performance of the agreements and obligations of Amy hereunder and to such other
injunctive or other equitable relief as may be granted by a court of competent
jurisdiction.
5.4 Governing Law. This Agreement shall be governed by and construed in
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accordance with the internal laws of the State of Vermont (without reference to
the conflicts of law provisions thereof).
5.5 Complete Agreement; Amendments. This Agreement constitutes the entire
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agreement and understanding of the parties hereto with respect to the subject
matter hereof, and supersedes all prior agreements and understandings relating
to such subject matter. No amendment, modification or termination of, or waiver
under, any provision of this Agreement shall be valid unless in writing and
signed by both of the parties hereto.
5.6 Pronouns. Whenever the context may require, any pronouns used in this
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Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural, and vice
versa.
5.7 Counterparts; Facsimile Signatures. This Agreement may be executed in
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any number of counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same document. This Agreement
may be executed by facsimile signatures.
5.8 Section Headings. The section headings are for the convenience of the
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parties and in no way alter, modify, amend, limit or restrict the contractual
obligation of the parties.
Executed on June 8, 2000, effective as of the date first written above.
/S/ RICHARD E. TARRANT
/S/ RONALD L. ROBERTS --------------------------
Witness by___________________________ Richard E. Tarrant
/S/ AMY E. TARRANT
/S/ RONALD L. ROBERTS --------------------------
Witness by __________________________ Amy E. Tarrant
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