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

On October 26, 2020, the Compensation Committee of the Board of Directors of NextGen Healthcare, Inc. (the "Company") approved grants of restricted stock and performance stock unit awards for the Company's executive officers in the following amounts:






•     John R. "Rusty" Frantz, President and Chief Executive Officer:
      111,429 shares of restricted stock; 167,143 target performance stock
      units
•     James R. Arnold, Jr., Executive Vice President and Chief Financial
      Officer:  60,000 shares of restricted stock; 90,000 target performance
      stock units

•     David A. Metcalfe, Executive Vice President and Chief Technology
      Officer:  36,858 shares of restricted stock; 55,287 target performance
      stock units

•     Jeffrey D. Linton, Executive Vice President, General Counsel and
      Secretary:  22,286 shares of restricted stock; 33,429 target
      performance stock units

The shares of restricted stock vest over three years from the date of grant in annual increments (i.e., 1/3 vest on the first anniversary of the date of grant, 1/3 vest on the second anniversary of the date of grant, and 1/3 vest on the third anniversary of the date of grant), subject to continued service through each vesting date.

The performance stock unit awards vest only in the event certain performance goals are achieved and there is continuous service through the date the goals are certified. Approximately 80% of the performance stock units are tied to the Company's fiscal year 2022 revenue goal and 20% are tied to the Company's fiscal year 2023 revenue goal. Performance stock unit awards funded for fiscal year 2022 and fiscal year 2023 revenue performance will be modified for cumulative 3-year total shareholder return ("TSR") on the three-year grant date anniversary, which is also the cliff vest date. The number of shares to be issued may vary between 8.5% and 199.5% of the number of target performance stock units depending on performance, and no such shares will be issued if threshold performance is not achieved. The awards will be subject to the terms and conditions of the Company's Amended 2015 Equity Incentive Plan.

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