CPSI 2018 Proxy Statement

37 The following table summarizes the potential payments to our NEOs with respect to the (i) shares of time-based restricted stock granted under the 2014 Incentive Plan, (ii) shares of restricted stock issued pursuant to performance share awards granted under the 2014 Incentive Plan and (iii) performance-based cash bonus awards granted under the 2014 Incentive Plan that would have vested or been paid, as applicable, in the event that either (a) a change in control of CPSI had occurred on December 31, 2017, or (b) the employment of the NEO had terminated on December 31, 2017 due to the executive’s death, Disability or, upon approval by the Board, a termination by the Company without Cause. Name Amount that Would Have Been Realized in the Event of a Change in Control of CPSI Amount that Would Have Been Realized in the Event of the NEO’s Death, Disability or Termination without Cause (1) J. Boyd Douglas $1,551,856 $1,551,856 Matt J. Chambless $1,025,783 $1,025,783 David A. Dye $1,449,200 $1,449,200 Christopher L. Fowler $1,459,592 $1,459,592 Troy D. Rosser $754,285 $754,285 (1) With respect to the termination of a NEO without Cause, this table assumes that the Compensation Committee would have exercised its discretion under the 2014 Incentive Plan and approved an acceleration of vesting of all of the shares of restricted stock upon such a termination. Pay Ratio For 2017, new SEC rules require companies to disclose the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. In determining the median employee, we prepared a list of all employees as of December 31, 2017. Consistent with applicable rules, we used reasonable estimates both in the methodology used to identify the median employee and in calculating the annual total compensation of employees other than the CEO. We determined our median employee based on the taxable wages of each of our 2,026 employees (excluding the CEO), as reported in Box 1 on Internal Revenue Service Form W-2. We annualized the taxable wages of full- and part-time employees who joined the Company during 2017. The annual total compensation of our median employee (other than the CEO) for 2017 was $52,107. As disclosed in the Summary Compensation Table appearing on page 31, our CEO’s annual total compensation for 2017 was $1,935,135. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was approximately 37 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.