exhibit10-1.htm


    

      Exhibit
        10.1

      


      

        Employment
          Offer Letter with Joseph C. Petro, dated February 8, 2007

        (Mr.
          Petro became a Section 16 executive officer in the second quarter of
          2007)



    

    


    


    February
      8, 2007

    


    Mr.
      Joe
      Petro

    7
      Edgewood Road

    Windham,
      NH 03087

    


    Dear
      Joe:

    


    I
      am very
      pleased to confirm our offer of employment to join Eclipsys Corporation
      (“Eclipsys”).  We value your abilities and believe you will find our
      work environment to be both challenging and fulfilling.  We anticipate
      having you start on February 19, 2007 or as soon as administratively possible
      following your acceptance of this letter.

    


    Upon
      joining Eclipsys, you will have the title of Senior Vice President Software
      Development.  Your initial base salary rate will be $325,000 per year,
      will be paid pursuant to Eclipsys’ payroll policies and will be subject to
      applicable withholding deductions.  You will initially be eligible for
      20 days of paid vacation time per calendar year, pro-rated for the remainder
      of
      the calendar year in which your employment commences, in addition to holiday
      time in accordance with Eclipsys’ benefits policy.

    


    While
      you
      remain an employee in good standing, you also will be eligible to participate
      in
      Eclipsys’ incentive programs, formulated by Eclipsys’ management and Board of
      Directors from time to time.  Your incentive compensation target will
      initially be $200,000, but the actual incentive amount payable to you will
      depend upon various factors and except as specifically set forth herein, no
      incentive payments are guaranteed.  For 2007, 50% of your incentive
      compensation target (the “Guaranteed Bonus”) will be paid at the time 2007
      bonuses are paid to other bonus plan participants, if you remain employed until
      that date, even if actual performance is below the levels otherwise required
      under the applicable plan for payment at 50% of target, provided that if
      Eclipsys terminates your employment without Cause (as defined in Exhibit II)
      before December 31, 2007, you will receive a portion of the Guaranteed Bonus
      calculated as the product of the Guaranteed Bonus and a fraction, the numerator
      of which is the number of days from the date of commencement of your employment
      until the date of termination of your employment and the denominator of which
      is
      the number of days from the date of commencement of your employment until
      December 31, 2007.  General terms and conditions for Eclipsys’
incentive programs are described in Addendum 1 to Exhibit I to this letter,
      and
      additional terms and conditions will be determined and communicated from time
      to
      time.

    


    In
      connection with your employment, you will be granted an option to purchase
      up to
      150,000 shares of Eclipsys common stock and an opportunity to purchase at $.01
      per share 50,000 shares of Eclipsys common stock subject to contractual
      restrictions on transfer, subject to approval by the Eclipsys board of
      directors.  Eclipsys generally grants stock options to newly hired
      employees on pre-established grant dates, and your stock option will be granted
      on the scheduled grant date next following commencement of your
      employment.  Basic terms of the option and restricted stock are
      described in Addendum 2 to Exhibit I to this letter, and more detail will be
      provided with the option and restricted stock documents themselves.

    


    Eclipsys
      will give you at least 26 weeks’ advance notice before terminating your
      employment without Cause (as defined in Exhibit II).  This notice is
      notwithstanding any contrary statement in Exhibit I to this letter and in lieu
      of any other severance benefits to which you would otherwise be entitled,
      including without limitation under any severance policy.  During this
      notice period and unless and until Eclipsys elects to pay you in lieu of notice
      as described in the following sentence, your employment will continue, your
      salary will be paid, and other attributes of employment will continue, and
      you
      will be required to continue to perform your employment duties and
      responsibilities or such other duties and responsibilities as Eclipsys may
      assign to you (unless Eclipsys places you on leave of absence as described
      below), except that you may search for another position as long as your search
      efforts do not interfere to an unreasonable degree with the performance of
      your
      employment duties. Eclipsys may, in its discretion, terminate your employment
      and pay you in lieu of some or all of the notice period, either in a lump sum
      or
      by continuation of your salary, in which case all attributes of your employment
      will cease.  As a condition to Eclipsys’ obligation to provide you
      with this notice or to pay you in lieu of notice, you must, at the commencement
      of the notice period, sign a release in the form attached to this letter as
      Exhibit III or in such other form as is satisfactory to Eclipsys in the
      reasonable exercise of its discretion releasing any and all claims you may
      have
      against Eclipsys and any of its affiliates and their personnel arising in
      connection with your employment or the termination of your employment, such
      release must become effective following lapse of any applicable revocation
      period, and you must reconfirm that release at the end of the notice
      period.  Eclipsys may, in its discretion, place you on leave of
      absence for any portion or all of the notice period, and during any such leave
      of absence you will report to Eclipsys and perform employment duties only to
      the
      extent requested by Eclipsys, but during any such leave of absence your
      employment and compensation (as specified herein) and other attributes of
      employment as described above will continue.  The notice period will
      terminate if you commence alternative employment or consulting activities or
      otherwise voluntarily resign your employment, or if an event of Cause as defined
      in Exhibit II occurs, in any case before the end of the notice
      period.


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    Eclipsys
      does not have a conventional headquarters due to distribution of its executive
      management.  The Board and CEO will consider establishing a
      conventional headquarters, and if Eclipsys establishes a conventional
      headquarters and the CEO or the Board determines that your relocation to that
      headquarters would be in Eclipsys’ best interests, then you may be required to
      relocate your residence to the area in which the headquarters is
      located.  If you are required to relocate, Eclipsys will provide you
      with executive-level relocation benefits, consistent with Eclipsys policies,
      designed to defray all reasonable out-of-pocket costs of the relocation that
      you
      incur, provided that you will not be entitled to any adjustment to your
      compensation to defray any increase in his cost of living resulting from
      relocation.  If you do not wish to relocate, and consequently you
      resign or Eclipsys terminates your employment, you will not be entitled to
      the
      notice described in the preceding paragraph, and instead will be eligible only
      for Eclipsys’ standard severance benefits.  Whether or not you
      relocate your residence, you must spend significant time traveling, as is
      consistent with your role and necessary or appropriate to execute fully your
      responsibilities.

    


    During
      your first days with Eclipsys, you will address administrative matters that
      are
      important to our internal business processes.  A member of our Human
      Resources department will be scheduling your orientation and will contact you
      regarding your first day.

    


    This
      letter, the New Hire Information Sheet attached to this letter as Exhibit I
      and
      made a part of this letter, your Proprietary Interest Protection Agreement
      and
      any written supplement to this letter that references this letter (collectively,
      the “New Hire Letter”) state the entire understanding between you and Eclipsys
      and supersede and replace all prior and contemporaneous, oral and written,
      agreements, understandings, negotiations and discussions concerning your offer
      of employment with Eclipsys. Your signature below confirms that nothing has
      been
      represented or promised to you except as specifically set forth in this New
      Hire
      Letter.

    


    Joe, it
      is a pleasure to extend this offer to you and we look forward to having you
      join
      the Eclipsys team.  We appreciate the time you have spent with us
      throughout the recruiting process and ask that you respond to our offer no
      later
      than February 12, 2007; after that date this offer will no longer be
      valid.  If you accept our offer on the terms set forth in this letter
      and the Exhibits hereto, please sign this letter, the New Hire Information
      Sheet
      attached as Exhibit I, and the Proprietary Interest Protection Agreement in
      the
      spaces provided and return them in the envelope provided.  The file
      copies are for your records.  The execution and return of this letter,
      including agreement to the terms of the Exhibits hereto and the Proprietary
      Interest Protection Agreement, and completion of the New Hire Information Sheet
      and I-9 are conditions precedent to your employment.  When you have
      returned these documents to us, they will govern your employment with
      Eclipsys.

    


    If
      you
      need assistance, or have any questions, please contact Jan Smith at (310)
      699-8139.

    


    Sincerely,

    


    /s/
      R.
      Andrew Eckert

    


    R.
      Andrew
      Eckert

    Chief
      Executive Officer

    


    Enclosures:

    New
      Hire
      Information Sheet

    Termination
      for “Cause” Definition

    Form
      of
      Release

    Proprietary
      Interest Protection Agreement

    Form
      I-9

    


    I
      agree
      that my employment with Eclipsys, Inc. will be governed by this letter, the
      New
      Hire Information Sheet attached to this letter as Exhibit I, including Addenda
      1
      and 2 thereto, the “Cause” Definition attached to this
      letter as Exhibit II, the Release attached to this letter as Exhibit III, and
      the Proprietary Interest Protection Agreement.

    


    /s/
      Joseph C.
      Petro                                                                                     2/11/07

    ____________________________________                            
         ____________________

    (Signature)                                                                           (Date)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

    To
      Joe Petro Offer Letter

    Eclipsys
      Corporation and Subsidiaries (“Eclipsys”)

    New
      Hire Information Sheet

    


    Annual
      Base Salary:   Eclipsys conducts annual performance
      reviews for employees with at least three (3) months’ tenure, typically in the
      fall of each year, with any merit increases typically becoming effective early
      in the following year. This schedule is subject to change at the Company’s
      discretion.  Compensation increases are discretionary, and any merit
      increases may be pro-rated for employees who have not completed a full year
      of
      service.

    


    Paid
      Time Off:  Paid time off shall accrue and be taken
      pursuant to Eclipsys’ paid time off benefit policy as set forth in the Eclipsys
      Employee Handbook.

    


    Benefits:  Subject
      to eligibility requirements, you will be entitled to participate in
      company-sponsored benefit programs that are in effect from time to
      time.  You will receive a copy of benefit plan documents and
      procedures or receive access to such documents and procedures through Eclipsys’
internal employee web site promptly upon commencement of
      employment.

    


    Pre-
      and Post-employment Investigations: As a condition of employment,
      you have agreed to allow Eclipsys to conduct investigations to verify
      educational qualifications, prior work experience and certain types of criminal
      offenses as permitted by law prior to and during the course of employment as
      the
      Company sees fit to require.  If such investigation discloses a matter
      which affects your suitability for employment with the Company, your employment
      may be terminated without notice or severance
      compensation.  Suitability for employment shall be determined at the
      sole discretion of the Company.

    


    I-9
      Documentation: To conform to Federal immigration law, we
      are required, as a condition of employment, to have you complete and sign a
      Form
      I-9.  The enclosed form is for informational purposes
      only.  Please review the Lists of Acceptable Documents on the reverse
      side of the form to ensure that on your first day of employment you bring the
      appropriate documents to establish your employment eligibility.  On
      your first day of employment, you will be asked to sign the Form I-9 and present
      the specified documents to our Human Resources department for
      review.

    


    Confidentiality
      and Inventions:  As a condition of employment
      with Eclipsys you must execute and deliver to Eclipsys its standard Proprietary
      Interest Protection Agreement which among other things prohibits you from
      disclosing or using Eclipsys’ confidential information except in performance of
      your duties to Eclipsys, provides that inventions or works of authorship that
      you create in the course of your employment belong to Eclipsys, and prohibits
      you from bringing confidential information of prior employers or other third
      parties to Eclipsys or using it in connection with your work for Eclipsys,
      and
      restricts certain activities that could harm Eclipsys’ business.

    


    You
      acknowledge that you have divulged to Eclipsys, and provided copies where
      applicable of, any and all employment agreements that you are subject to with
      another organization, including, but not limited to non-competition or
      non-solicitation obligations.  Eclipsys expects that you will abide by
      all provisions of any such agreements(s) and requires that you do not disclose
      or use another company’s confidential or proprietary information in the context
      of your employment at Eclipsys.

    


     Best
      Efforts: You agree that during your employment with
      Eclipsys, you will devote your best efforts to the performance of your duties
      and the advancement of Eclipsys and shall not engage in any other employment,
      profitable activities, or other pursuits which would cause you to utilize or
      disclose Eclipsys’ confidential information or trade secrets, or reflect
      adversely on Eclipsys.  This obligation shall include, but is not
      limited to, obtaining Eclipsys’ consent prior to performing tasks for customers
      of Eclipsys outside of your customary duties for Eclipsys, giving speeches
      or
      writing articles about the business of Eclipsys, improperly using the name
      of
      Eclipsys, or identifying your association or position with Eclipsys in a manner
      that reflects unfavorably upon Eclipsys.

     

    Certification:  You
      agree not to disclose to Eclipsys, or use in your work for Eclipsys, any
      confidential information and/or trade secrets belonging to others, including
      without limitation, your prior employers, or any prior inventions made by you
      and which Eclipsys is not otherwise legally entitled to learn of or
      use.  Furthermore, you represent to Eclipsys that (i) you are under no
      contractual or other restrictions or obligations that are inconsistent with
      your
      obligations arising in connection with your employment with Eclipsys, and (ii)
      you have not and will not breach any obligations to any prior employer or other
      third party during your employment with Eclipsys.

    


    Employment
      Policies:  Your employment will be subject to
      Eclipsys’ employment policies as in effect from time to time.  Unless
      otherwise provided in a separate written commitment to you signed on behalf
      of
      Eclipsys by an authorized officer, your employment with Eclipsys will not be
      a
      continuation of any previous employment and the terms and conditions of your
      employment with prior employers, including but not limited to severance
      benefits, accrued vacation, seniority and other benefits, will not apply to
      your
      employment with Eclipsys.  Eclipsys’ Code of Ethics, Employee Handbook
      and employment policies are available on Eclipsys’ internal employee web
      site.  The Code of Ethics, Employee Handbook and employment policies
      contain information regarding Eclipsys’ policies, procedures and benefits that
      affect you as an employee and you should review them periodically to keep
      informed about any changes that may be made.  Eclipsys reserves the
      right to change, alter, supplement or rescind its employment procedures,
      benefits or policies (other than the employment at-will policy), including
      its
      incentive or bonus and severance policies and plans, at any time in its sole
      and
      absolute discretion without notice.  You are responsible for reviewing
      and complying with Eclipsys’ Code of Ethics, Employee Handbook and employment
      policies and any future additions, amendments or changes to Eclipsys’ Code of
      Ethics, Employee Handbook and employment policies.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    Information
      Security:  Eclipsys’ information security guidelines are
      included in a manual and policies available for your review on Eclipsys’
internal employee web site.  It is your responsibility to read these
      guidelines and policies in detail and to direct any questions regarding your
      obligations related to information security and data privacy to your immediate
      supervisor.  Questions or information regarding a security breach
      involving patient health information or obligations under HIPAA should be
      directed to the Legal Department.  You will be notified of any changes
      to these guidelines via email and it is your responsibility to review any such
      changes by accessing Eclipsys’ internal employee web site.

    


    At-will
      Employment:  Your employment with Eclipsys is “at-will,”
which means it is not for a specified period and may be terminated
      either by you
      or Eclipsys at any time with or without cause or advance
      notice.  Eclipsys’ at-will employment policy can only be modified by a
      written agreement signed by Eclipsys’ Chief Executive Officer that specifically
      states that it is changing your at-will status.

    


    It
      is
      important for Eclipsys to retain the flexibility to deal with changing
      circumstances as they arise, and accordingly your position, title, reporting,
      duties, compensation, work location, and other terms and conditions of your
      employment, including, without limitation, the terms set forth in the attached
      letter and this Exhibit I (other than the employment at-will policy), may be
      changed at any time, from time to time, in Eclipsys’ sole discretion, with or
      without cause or notice.

    


    Arbitration:  Eclipsys’
      goal is to quickly resolve any disputes that may arise with its
      employees.  Therefore, you and Eclipsys (including its successors,
      assigns and affiliates) agree that, except as set forth in the Proprietary
      Interest Protection Agreement, any disputes, disagreements, claims or
      controversies which relate in any manner to your employment with Eclipsys or
      the
      termination thereof, including claims of wrongful termination, breach of
      contract, public policy violation, harassment, discrimination, defamation,
      fraud, infliction of emotional distress or other claims under federal, state
      or
      local law (excluding unemployment and workers' compensation claims and other
      claims deemed by a court of competent jurisdiction not to be subject to
      mandatory arbitration), shall be resolved exclusively by final and binding
      arbitration before a single arbitrator in accordance with the then existing
      Rules and Regulations of the American Arbitration Association.  The
      parties shall pay their own costs of arbitration; provided, however, Eclipsys
      shall pay such costs of arbitration to the extent it is required to do so to
      make this agreement enforceable.  All claims shall be governed by the
      applicable federal and state statutes of limitations.  The parties
      shall be entitled to conduct adequate discovery and to obtain all remedies
      available to the parties as if the matter had been tried in court (including,
      without limitation, the award of attorneys’ fees to the prevailing party if
      authorized by statute).  The arbitrator shall issue a written decision
      which specifies the findings of fact and conclusions of law on which the
      arbitrator's decision is based.  The decision of the arbitrator shall
      be final and binding on all parties (and shall be subject to judicial review
      as
      required by law), and may be entered as a judgment by either you or Eclipsys
      with any federal or state court of competent jurisdiction.

    


    I
      acknowledge receipt of a copy of this Exhibit I setting forth terms that govern
      my employment with Eclipsys Corporation or any of its subsidiaries.

    


    


    /s/
      Joseph C. Petro

    _______________________

    (Signature)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Addendum
        1 to Exhibit 1 – Incentive Opportunities

    

    


    Incentive
      Opportunities: Any target bonus that may be identified for you is
      not a guarantee that you will receive that amount or any particular amount,
      and
      except as specifically set forth in your offer letter, no bonuses are
      guaranteed.  The actual incentive amount payable to you will be a
      function of various factors, including Eclipsys’ performance, individual and/or
      team performance, and the ultimate decision by Eclipsys’ Board of Directors
      regarding payment of year-end incentives.  In general, to be eligible
      to participate in the incentive program for a calendar year, you must be
      employed on or before October 1 of the plan year, and you must be employed
      in
      good standing with Eclipsys and not in violation of any Eclipsys policy or
      any
      legal or contractual duty to Eclipsys at the time incentive compensation
      payments for that year are generally made.

    


    Eclipsys’
      Management and Board of Directors will determine the specific features of each
      year's incentive program at their discretion.  Different employees may
      have different incentive programs, depending upon employment level,
      responsibilities, and other factors.  Incentive programs may change
      from year to year, and within any year.  For some years there may be
      no incentive program, and except as specifically set forth in your offer letter,
      no incentive or bonus payments are guaranteed.  Additional information
      about Eclipsys’ annual incentive program is maintained on Eclipsys’ internal
      employee web site, and is also available upon request from Eclipsys’ HR
      department.

    


    I
      acknowledge receipt of a copy of this Addendum 1 to Exhibit I setting forth
      terms that govern my eligibility for incentive compensation from Eclipsys
      Corporation or any of its subsidiaries.

    


    


    /s/
      Joseph C. Petro

    _______________________

    (Signature)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Addendum
        2 to Exhibit 1 – Equity Awards

    

    


    Stock
      Options:  In connection with your employment, Eclipsys
      may issue to you non-qualified options to purchase shares of Eclipsys common
      stock.  Eclipsys generally grants stock options on pre-established
      grant dates, and new-hire stock options are generally granted on the scheduled
      grant date next following commencement of employment. Stock options will have
      an
      exercise price equal to the fair market value of Eclipsys’ common stock on the
      date of grant, and will vest and become exercisable, contingent upon your
      continued employment, as described in the applicable notice of
      grant.  Performance-related conditions to vesting may be imposed in
      connection with any grant.  Additional stock options may be granted to
      you in Eclipsys’ discretion, but no additional options are
      promised.  The form of Notice of Grant for your initial stock option
      is set forth below in this Addendum 2.

    


    Restricted
      Stock: In connection with your employment, Eclipsys may grant you
      the right to purchase shares of Eclipsys common stock that are “restricted” and
      therefore may not be transferred until vested.  In order to purchase
      any restricted stock, you must be party to a restricted stock agreement in
      form
      specified by Eclipsys.  Shares of restricted stock will vest and
      become exercisable, contingent upon your continued employment, as described
      in
      the applicable notice of grant.  Performance-related conditions to
      vesting may be imposed in connection with any restricted
      stock.  Additional restricted stock may be granted to you in Eclipsys’
discretion, but no additional stock is promised.  The form of
      Restricted Stock Agreement and Notice of Grant for your initial restricted
      stock
      is set forth below in this Addendum 2

    


    All
      equity awards granted to you are governed by Eclipsys’ Stock Incentive Plan (or
      its successor or replacement plan) and any terms or conditions imposed by
      Eclipsys in connection with the equity awards, and by your acceptance of equity
      awards you agree that such awards, and your rights and obligations thereunder,
      will be governed thereby.  No representations or promises are made to
      you regarding the grant date or exercise price of your stock options, the value
      of Eclipsys stock or options, or Eclipsys’ business prospects.  A
      notice of grant, a copy of the option plan, and a prospectus will be made
      available to you in connection with each equity award.  Additional
      information about investment in Eclipsys stock, including financial information
      and related risks, is contained in Eclipsys’ SEC reports on Form 10-Q and Form
      10-K.  The equity plan and prospectus and Eclipsys’ recent SEC reports
      are available from Eclipsys’ HR department or through your recruiter for your
      review at any time before you accept your employment offer or at any time during
      your employment. In addition, after commencement of your employment, these
      documents will be available for your review on Eclipsys’ internal employee web
      site.  Eclipsys does not provide tax advice and recommends that you
      consult with a tax specialist if you have any tax related questions about any
      payments or other compensation described in this letter.

    


    If
      you
      violate legal or contractual obligations to the Company, the Company may be
      entitled, in addition to any other available remedies, to cancel equity awards
      made to you, require you to return to the Company any shares you obtained
      through equity awards, or pay to the Company any gross income you received
      upon
      sale of such shares.  The Company may confirm these terms in the
      notice of grant documenting an equity award to you, and/or by separate agreement
      that you may be required to sign as a condition to receipt of any equity
      award.

    


    I
      acknowledge receipt of a copy of this Addendum 2 to Exhibit I setting forth
      terms that govern my receipt of any equity awards in connection with my
      employment with Eclipsys Corporation or any of its subsidiaries.

    


    /s/
      Joseph C. Petro

    _______________________

    (Signature)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Addendum
      2, continued

    Form
      of Notice of Grant for initial stock option

    


    
      	
              Notice
                of Grant of Stock Option

               

            	
              Eclipsys
                Corporation

              ID:
                65-0632092

            
	
              «Name»

              «StreetAddress»

              «CityStateZip»

               

            	
              Option
                Number:                                           «OptionNumber»

              Plan:                              2005
                Stock Incentive Plan

              Employee
                ID:                                           «IDNumber»

            
	
              Effective
                ___________ (the “Grant Date”), you have been granted a
                non-statutory option to buy «TotalShares» shares of common stock of
                Eclipsys Corporation (the "Company") at an exercise price
                of $_________ per share.  This option vests and becomes
                exercisable (i) with respect to 20% of the underlying shares on the
                first
                day of the calendar month immediately following the first anniversary
                of
                the Grant Date (the “First Vesting Date”); and (ii) with respect to the
                remaining 80% of the underlying shares in 48 equal consecutive monthly
                installments on the first day of each calendar month following the
                First
                Vesting Date, provided that vesting will not occur if you are not
                employed
                with the Company (as defined in the Plan) on the scheduled vesting
                date.  This option will terminate ten years after the grant date
                if not earlier terminated or exercised.

              The
                option is granted under and governed by the terms and conditions
                of this
                notice, the Company's 2005 Stock Incentive Plan (the
                “Plan”), and any other applicable written agreement
                between you and the Company.  By your acceptance of this option,
                and also by its exercise, you agree to such terms and conditions
                and
                confirm that your receipt and exercise of this option is
                voluntary.

               

              Except
                as otherwise provided in the Plan or a separate written agreement
                between
                you and the Company signed by an executive officer of the Company,
                (i) no
                vesting will occur before the First Vesting Date, vesting of the
                option
                will occur only on scheduled vesting dates, without any ratable vesting
                for periods of time between vesting dates, and any termination of
                your
                employment for any reason or no reason (unless you are then or are
                becoming a member of the Board of Directors of the Company) will
                result in
                cessation of vesting and lapse of the option to the extent not yet
                vested
                at the time of termination; (ii) vested options may be exercised
                only for
                a period of 90 days following termination of your employment (or
                365 days
                following termination if your employment ends as a result of death);
                and
                (iii) notwithstanding the foregoing, vesting will be suspended during
                the
                portion of any leave of absence (LOA) you have in excess of 180 days,
                and
                if you return to work following such a LOA, any scheduled vesting
                dates
                that passed during the suspension of vesting will be added to the
                end of
                the original vesting schedule, with vesting on each such additional
                vesting date in the amount of shares not vested on the corresponding
                vesting date during the period of the suspension, contingent upon
                your
                continue employment.  

               

              As
                a condition to vesting and exercise of this option, you must enter
                into
                the Eclipsys Proprietary Interest Protection Agreement, in the standard
                form generally used for all new employees.  If you breach in any
                material respect the Proprietary Interest Protection Agreement between
                you
                and the Company, or any other contract between you and the Company,
                or
                your common law duty of confidentiality or trade secret protection,
                and
                you fail to cure that breach in full within ten days of notice and
                demand
                for cure by the Company, then such breach shall entitle the Company,
                in
                its discretion and in addition to any other legal or equitable remedies
                available to it, to do any or all of the following: (1) cancel and
                terminate as of the date of such breach any unvested and/or unexercised
                portion of this stock option; (2) require you to disgorge to the
                Company
                the net income you earned from any shares received by you upon exercise
                of
                this option that you transferred at any time from 12 months before
                such
                breach until 30 days after the Company learned of such breach, and
                for
                this purpose net income means the sales price less the exercise price
                less
                applicable income taxes you paid in connection with such shares;
                (3)
                require you to tender back to the Company any share of Company stock
                you
                own that you acquired upon the exercise of this stock option at a
                price
                equal to the exercise price you paid for such share; and/or
                (4)  obtain injunctive relief or other similar remedy in any
                court with appropriate jurisdiction in order to specifically enforce
                the
                provisions hereof.  The Company may suspend any exercise of this
                option pending cure of any such breach.

               

              Unless
                otherwise permitted by the Company’s Board of Directors, you must pay the
                exercise price and meet any tax obligations in cash.  The option
                expires on the tenth anniversary of the Grant Date or such earlier
                date as
                the Plan provides.

               

              For
                purposes of this option, the definition of “Good Reason” under the Plan
                shall be as follows, notwithstanding any Plan provision to the
                contrary:  “Good Reason” shall mean any significant diminution
                in the Participant’s responsibilities from and after such Reorganization
                Event or Change in Control Event, as the case may be, or any reduction
                in
                the annual cash compensation (base salary plus target bonus) payable
                to
                the Participant from and after such Reorganization Event or Change
                in
                Control Event, as the case may be.

               

            
	
              The
                Prospectus for the Plan, the Plan document, the Company’s Annual Report on
                Form 10-K, and other filings made by the Company with the Securities
                and
                Exchange Commission are available for your review on the Company’s
                internal employee web site.  You may also obtain paper copies of
                these documents upon request to the Company’s HR department.

               

              No
                representations or promises are made regarding the duration of your
                employment or service, vesting of the option, the value of the Company's
                stock or this option, or the Company's prospects.  The Company
                provides no advice regarding tax consequences or your handling of
                this
                option; you agree to rely only upon your own personal
                advisors.

            
	
               

              ECLIPSYS
                CORPORATION

               

              By:                                                                

              Name

              Title

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Addendum
      2, continued

    Form
      of Restricted Stock Agreement

    


    RESTRICTED
      STOCK AGREEMENT

    


    This
      Restricted Stock Agreement (this “Agreement”) is made as of
      _____________ by Eclipsys Corporation, a Delaware corporation
      ("Eclipsys") and ____________________
      ("Recipient") to govern awards of restricted stock by Eclipsys
      to Recipient made from time to time pursuant to Grant Notices (as defined below)
      that reference this Agreement as governing the awards reflected
      therein.

    


    1.           Grants
      of Restricted Stock.  From time to time in its discretion,
      Eclipsys may grant and issue to Recipient shares of Eclipsys's common stock
      that
      are subject to the restrictions described in, and other provisions of, this
      Agreement (the "Restricted Stock").  No grants of
      Restricted Stock are promised by this Agreement.  Each grant of
      Restricted Stock will be documented by a written notice delivered by Eclipsys
      to
      Recipient (a “Grant Notice”) stating: (i) that the Restricted
      Stock described therein is subject to this Agreement, (ii) the number of shares
      of Restricted Stock subject to the grant, (iii) the schedule and any other
      conditions for vesting of the Restricted Stock, and (iv) such other terms and
      conditions applicable to the Restricted Stock as Eclipsys may
      determine.  As a condition to each grant of Restricted Stock,
      Recipient is required to pay to Eclipsys $.01 by cash or check for each share
      of
      Restricted Stock (the "Acquisition
      Consideration").

    


    2.           Governing
      Plan.  The Restricted Stock shall be granted pursuant to and
      (except as specifically set forth herein or in another written agreement between
      Eclipsys and Recipient) subject in all respects to the applicable provisions
      of
      the Eclipsys Corporation 2005 Stock Incentive Plan or its successor plan (the
      "Plan"), which are incorporated herein by
      reference.  Terms not otherwise defined in this Agreement have the
      meanings ascribed to them in the Plan.

    


    3.           Restrictions
      on the Restricted Stock.

    


    (a)           Limitation
      on Transfer.  The Restricted Stock (including any shares received
      by Recipient with respect to shares of Restricted Stock as a result of stock
      dividends, stock splits or any other form of recapitalization or a similar
      transaction affecting Eclipsys's securities without receipt of consideration)
      may not be sold, assigned, transferred, pledged, hypothecated or otherwise
      disposed of, alienated or encumbered unless and until the conditions to vesting
      set forth in the Grant Notice are met and any additional requirements or
      restrictions contained in this Agreement, the Grant Notice or the Plan have
      been
      satisfied, terminated or expressly waived by Eclipsys in
      writing.  However, this will not prohibit nominal transfers of
      Restricted Stock for estate planning purposes that do not effect a change in
      beneficial ownership, if the transferee agrees in writing to the terms of this
      Agreement.  Satisfaction of the conditions to vesting set forth in the
      Grant Notice and any additional requirements or restrictions contained in this
      Agreement, and the resulting removal of the restrictions imposed hereunder
      from
      particular shares of Restricted Stock, is also referred to as “vesting” of those
      shares and shares from which the restrictions have been removed are referred
      to
      as “vested.”

     

    (b)           Cancellation
      of Restricted Stock.  Notwithstanding Section 3(a), but
      subject to the Plan, any applicable Grant Notice, and any other separate written
      agreement between Eclipsys and Recipient, if any Cancellation Event occurs,
      then
      (i) vesting of any shares of Restricted Stock originally scheduled to vest
      after
      the time that Cancellation Event occurred will cease; (ii) any grant insofar
      as
      it relates to Restricted Stock that has not yet vested will be cancelled; (iii)
      unvested Restricted Stock will be forfeited to Eclipsys and all rights of
      Recipient as a stockholder of such shares will cease; (iv) Eclipsys shall be
      obligated to pay to Recipient, by cash or equivalent or by cancellation of
      amounts owed by Recipient to Eclipsys or any Affiliate, the Acquisition
      Consideration per share previously received from Recipient in respect of all
      shares of Restricted Stock that are forfeited to Eclipsys; and (v) Recipient
      shall have no rights to or in respect of shares of Restricted Stock that are
      forfeited to Eclipsys except the right to receive the Acquisition Consideration
      in respect thereof.  In case of a Cancellation Event, any partially
      vested share will be rounded up to the nearest whole share for purposes of
      determining the number of shares that are forfeited to Eclipsys.  For
      these purposes, if Recipient is an employee of Eclipsys or any of its present
      or
      future parent or subsidiary corporations (each an “Affiliate”)
      as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986,
      as
      amended, and any regulations promulgated thereunder (the
“Code”), a “Cancellation Event” means, and
      shall be deemed to occur upon, the cessation of Recipient’s employment with
      Eclipsys or any of its Affiliates or its successor (other than in situations
      in
      which the Recipient is or is becoming a member of the Board of Directors of
      Eclipsys) for any reason, including without limitation resignation by Recipient
      with or without good reason, or termination of employment by Eclipsys or any
      Affiliate or its successor with or without cause .  If Recipient is a
      member of the Board of Directors of Eclipsys, a Cancellation Event means, and
      shall be deemed to occur upon, cessation of Recipient’s service as a director of
      Eclipsys, unless at the time of such cessation Recipient is then an employee
      of
      Eclipsys or any of its Affiliates, in which case Recipient shall thereafter
      be
      treated as an employee for these purposes.

    


    4.           Voting
      and Other Rights.  During the period prior to vesting, except
      as otherwise provided herein, Recipient will have all of the rights of a
      stockholder with respect to all of the Restricted Stock, including without
      limitation the right to vote such Restricted Stock and the right to receive
      all
      dividends or other distributions with respect to such Restricted
      Stock.  In connection with the payment of such dividends or other
      distributions, Eclipsys will be entitled to deduct from any amounts otherwise
      payable by Eclipsys to Recipient (including without limitation salary or other
      compensation), except to the extent prohibited by applicable law or regulation,
      any taxes or other amounts required by any governmental authority to be withheld
      and paid over or deposited to such authority for Recipient's
      account.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    5.           Handling
      of Shares.

    


    (a)           Certificates
      or Book Entries.  Eclipsys may in its discretion issue physical
      certificates representing Restricted Stock, or cause the Restricted Stock to
      be
      recorded in book entry form and reflected in records maintained by or for
      Eclipsys.  Each certificate or data base entry representing any
      unvested portion of any Restricted Stock may be endorsed with a legend
      substantially as set forth below, as well as such other legends as Eclipsys
      may
      deem appropriate to comply with applicable laws and regulations:

    


    The
      securities evidenced by this certificate are subject to certain limitations
      on
      transfer and other restrictions as set forth in that certain Restricted Stock
      Agreement, dated as of _______________, between Eclipsys and the holder of
      such
      securities, the Eclipsys Corporation 2005 Stock Incentive Plan (copies of which
      are available for inspection at the offices of Eclipsys), and the notice of
      grant applicable to the securities.

     

    (b)           Escrow.  With
      respect to each unvested share of Restricted Stock (including any shares
      received by Recipient with respect to shares of Restricted Stock that have
      not
      yet vested as a result of stock dividends, stock splits or any other form of
      recapitalization or a similar transaction affecting Eclipsys's securities
      without receipt of consideration), the Secretary of Eclipsys, or such other
      escrow holder as the Secretary may appoint, will retain physical custody of
      any
      certificate representing such share until such share vests.

    


    (c)  Delivery
      of Certificates.  As soon as practicable after the vesting of any
      Restricted Stock and upon request by Recipient, but subject to Section
      5(d), Eclipsys will deliver to Recipient or Recipient’s designee a
      certificate(s) free of restrictive legends representing such vested Restricted
      Stock, or cause appropriate book entry or other electronic changes to be made
      to
      reflect Recipient’s ownership of such vested Restricted Stock free of
      restrictions, in any case net of the number of shares withheld by Eclipsys
      in
      payment of tax pursuant to Section 6(a).

    


    (d)           Conditions
      to Vesting.  At the time for vesting of any shares of Restricted
      Stock, and as a condition to vesting, Recipient must, if requested by Eclipsys,
      make appropriate representations in a form satisfactory to Eclipsys that such
      Restricted Stock will not be sold other than (A) pursuant to an effective
      registration statement under the Securities Act of 1933, as amended, or an
      applicable exemption from the registration requirements of such Act; (B) in
      compliance with all applicable state securities laws and regulations; and
      (C) in compliance with all terms and conditions of the Plan, the applicable
      Grant Notice, any applicable policy of Eclipsys or any of its Affiliates, and
      any other written agreement between Recipient and Eclipsys or any of its
      Affiliates.

    


    6.           Tax
      Matters.

    


    (a)           Recipient’s
      Tax Obligations.  The vesting of Restricted Stock generally
      results in taxable income for employees and is subject to appropriate income
      tax
      withholding, deposits, or other deductions required by applicable laws or
      regulations.  Subject to any separate written agreement between
      Recipient and Eclipsys, Recipient and Recipient’s successors will be responsible
      for all income and other taxes payable as a result of grant or vesting of
      Restricted Stock or otherwise in connection with this Agreement.  All
      obligations of Eclipsys or its Affiliates to pay tax deposits to any federal,
      state or other taxing authority as a result of grant or vesting of Restricted
      Stock will result in a commensurate obligation of Recipient to reimburse
      Eclipsys or its Affiliate the amount of such tax deposits.  Such
      obligation of Recipient shall, unless otherwise specified in the applicable
      Grant Notice or in a separate written agreement between Eclipsys and Recipient,
      be satisfied by the Recipient forfeiting and Eclipsys  deducting and
      retaining from the shares vesting at any particular time that number of shares
      with a value equal to the amount of the required minimum tax withholdings that
      Eclipsys or its Affiliate is required to pay as a result of such vesting, with
      such value measured by the same value per share used by Eclipsys or its
      Affiliate to determine its tax deposit obligation and based on the minimum
      statutory withholding rates for federal and state income and payroll tax
      purposes that are applicable to supplemental wages.  If Eclipsys or
      its Affiliate is required to pay additional tax deposits after the initial
      issuance to Recipient of the net number of vested shares, Eclipsys or its
      Affiliate may require Recipient to make up the difference in cash.  If
      the tax deposits paid are less than Recipient’s tax obligations, Recipient is
      solely responsible for any additional taxes due.  If Eclipsys or its
      Affiliate pays tax deposits in excess of Recipient’s tax obligations,
      Recipient’s sole recourse will be against the relevant taxing authorities, and
      Eclipsys and its Affiliates will have no obligation to issue additional shares
      or pay cash to Recipient in respect thereof.  Recipient is responsible
      for determining Recipient’s actual income tax liabilities and making appropriate
      payments to the relevant taxing authorities to fulfill Recipient’s tax
      obligations and avoid interest and penalties.

    


    (b)           Section
      83(b) Election.  Recipient understands that Recipient may make an
      election pursuant to Section 83(b) of the Code (by filing an election with
      the
      Internal Revenue Service within thirty (30) days after the date Recipient
      acquired the Restricted Stock) to include in Recipient's gross income the fair
      market value (as of the date of acquisition) of the Restricted
      Stock.  Recipient may make such an election under Section 83(b), or
      comparable provisions of any state tax law, only if, prior to making
      any such election, Recipient (a) notifies Eclipsys of Recipient's intention
      to
      make such election, by delivering to Eclipsys a copy of the fully-executed
      Section 83(b) Election Form attached hereto as Exhibit A, and
      (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other
      amounts required by any governmental authority to be withheld or paid over
      to
      such authority for Recipient's account, or otherwise makes arrangements
      satisfactory to Eclipsys for the payment of such amounts through withholding
      or
      otherwise.  Recipient understands that if Recipient has not made a
      proper and timely Section 83(b) election, at the time the forfeiture
      restrictions applicable to the Restricted Stock lapse, Section 83 will generally
      provide that Recipient will recognize ordinary income and be taxed in an amount
      equal to the fair market value (as of the date the forfeiture restrictions
      lapse) of the Restricted Stock less the Acquisition Consideration paid for
      the
      Restricted Stock.  For this purpose, the term "forfeiture
      restrictions" includes the right of Eclipsys to acquire the Restricted Stock
      pursuant to its rights under Section 3 of this
      Agreement.  Recipient acknowledges that it is Recipient's sole
      responsibility, and not the responsibility of Eclipsys or any of its Affiliates,
      to file a timely election under Section 83(b), even if Recipient requests
      Eclipsys or its representative to make this filing on Recipient's
      behalf.  Recipient is relying solely on Recipient's advisors with
      respect to the decision as to whether or not to file a Section 83(b)
      election.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    7.           Additional
      Agreements

    


    (a)           Independent
      Advice; No Representations.  Recipient acknowledges that (i)
      Recipient was and is free to use professional advisors of Recipient’s choice in
      connection with this Agreement and any grant of Restricted Stock, that Recipient
      understands this Agreement and the meaning and consequences of receiving grants
      of Restricted Stock, and is entering into this Agreement freely and without
      coercion or duress; and (ii) Recipient has not received and is not relying,
      and
      will not rely, upon any advice, representations or assurances made by or on
      behalf of Eclipsys or any Affiliate or any employee of or counsel to Eclipsys
      or
      any Affiliate regarding any tax or other effects or implications of the
      Restricted Stock or other matters contemplated by this Agreement or any Grant
      Notice.

    


    (b)           Value
      of Restricted Stock.  No representations or promises are made to
      Recipient regarding the value of the Restricted Stock or the business prospects
      of Eclipsys or any Affiliate.  Recipient acknowledges that information
      about investment in Eclipsys stock, including financial information and related
      risks, is contained in Eclipsys’s SEC reports on Form 10-Q and Form 10-K, which
      have been made available from Eclipsys’s Human Resources department and/or on
      Eclipsys’s internal web site for Recipient’s review at any time before
      Recipient’s acceptance of this Agreement or at any time during Recipient’s
      employment or service. Further, Recipient understands that Eclipsys and its
      Affiliates and their respective employees, counsel and other representatives
      do
      not provide tax or investment advice and acknowledges Eclipsys’s recommendation
      that Recipient consult with independent specialists regarding such
      matters.  Sale or other transfer of Eclipsys stock may be limited by
      and subject to policies of Eclipsys or its Affiliates as well as applicable
      securities laws and regulations.

    


    (c)           Merger,
      Consolidation or Reorganization.  In the event of a Reorganization
      of Eclipsys in which holders of shares of Common Stock of Eclipsys are entitled
      to receive in respect of such shares any additional shares or new or different
      shares or securities, cash or other consideration (including, without
      limitation, a different number of shares of Common Stock) ("Exchange
      Consideration"), then Recipient will be entitled to receive a
      proportionate share of the Exchange Consideration in exchange for any Restricted
      Stock that is then still owned by Recipient and not cancelled; provided that,
      subject to any Grant Notice or other separate written agreement between Eclipsys
      and Recipient, any Exchange Consideration issued to Recipient in respect of
      unvested Restricted Stock will be subject to the same restrictions and vesting
      provisions that were applicable to the Restricted Stock in exchange for which
      the Exchange Consideration was issued.

    


    (d)           No
      Right to Continued Employment or Service; No Positive
      Inference.  Neither this Agreement nor any grant of Restricted
      Stock confers upon Recipient any right to continue as an employee, director
      or
      consultant of, or in any other relationship with, Eclipsys or its Affiliates,
      or
      to any particular employment or service tenure or minimum vesting of Restricted
      Stock, or limits in any way the right of Eclipsys or its Affiliates to terminate
      Recipient's services to Eclipsys or any of its Affiliates at any time, with
      or
      without cause.  Restricted Stock is to motivate and reward future
      performance, and no grant of Restricted Stock will be interpreted as a reward
      for past performance that dictates vesting in advance of the vesting schedule
      specified in the applicable Grant Notice, or an indication that the Recipient
      has performed well or is entitled to any particular employment or service
      tenure.

    


    (e)           Remedy
      for Breach of Legal Obligations.  As a condition to vesting of any
      Restricted Stock, Recipient must enter into the Eclipsys Proprietary Interest
      Protection Agreement, in the standard form generally used for all new
      employees.  If Recipient breaches in any material respect the
      Proprietary Interest Protection Agreement between Recipient and the Company,
      or
      any other contract between Recipient and the Company, or Recipient’s common law
      duty of confidentiality or trade secret protection, and Recipient fails to
      cure
      that breach in full within ten days of notice and demand for cure by the
      Company, then such breach shall entitle the Company, in its discretion and
      in
      addition to any other legal or equitable remedies available to it, to do any
      or
      all of the following:

     

    (1)
      repurchase from Recipient any
      shares of Restricted Stock still owned by Recipient, whether or not vested,
      at
      the Acquisition Consideration, whereupon any rights of Recipient to such
      repurchased shares of Restricted Stock will cease;

     

    (2)
      require Recipient to disgorge to the Company the gross income Recipient earned
      (i.e. sales price less Acquisition Consideration) upon transfer by
      Recipient, at any time from 12 months before such breach until 12 months after
      the Company learned of such breach, of any shares of Restricted Stock;
      and/or

     

    (3)
      obtain injunctive relief or other similar remedy in any court with appropriate
      jurisdiction in order to specifically enforce the provisions
      hereof.

     

    The
      Company may suspend any vesting or transfer of Restricted Stock pending cure
      of
      any such breach.

     

    8.           General.

    


    (a)           Successors
      and Assigns.  This Agreement is personal in its nature and
      Recipient may not assign or transfer Recipient’s rights under this Agreement,
      except as specifically provided herein or permitted by Eclipsys in
      writing.

    


    (b)           Notices.  Any
      notices, demands or other communications required or desired to be given by
      any
      party shall be in writing and shall be validly given to another party if served
      personally or if deposited in the United States mail, certified or registered,
      postage prepaid, return receipt requested.  If such notice, demand or
      other communication shall be served personally, service shall be conclusively
      deemed made at the time of such personal service.  If such notice,
      demand or other communication is given by mail, such notice shall be
      conclusively deemed given forty-eight (48) hours after the deposit thereof
      in
      the United States mail addressed to the party to whom such notice, demand or
      other communication is to be given as hereinafter set forth:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    To
      Eclipsys:                        Eclipsys,
      Inc.

    1750
      Clint Moore Road

    Boca
      Raton,
      Florida 33487

    Attention:  General
      Counsel

    


    To
      Recipient:                      At
      Recipient’s address of record as maintained in Eclipsys’s employment
      files

    


    Any
      party
      may change its address for the purpose of receiving notices, demands and other
      communications by providing written notice to the other party in the manner
      described in this paragraph.

    


    (c)           Entire
      Agreement. Except as this Agreement and/or another written agreement between
      Eclipsys and Recipient may expressly provide otherwise, this Agreement, the
      Plan, and any Grant Notices constitute the entire agreement and understanding
      of
      Eclipsys (together with its Affiliates) and Recipient with respect to Restricted
      Stock, and supersede all prior written or verbal agreements and understandings
      between Recipient and Eclipsys (together with its Affiliates) relating to such
      subject matter.  Recipient has not received and is not relying upon,
      and will not rely upon, any representations by any employee of or counsel to
      or
      other representative of Eclipsys or any of its Affiliates in connection with
      this Agreement or any grant of Restricted Stock hereunder.  This
      Agreement may only be amended by written instrument signed by Recipient and
      an
      authorized officer of Eclipsys.

    


    (d)           Governing
      Law; Severability. This Agreement will be construed
      and interpreted under the laws of the State of Delaware applicable to agreements
      executed and to be wholly performed within the State of Delaware. If any
      provision of this Agreement as applied to any party or to any circumstance
      is
      adjudged by a court of competent jurisdiction to be void or unenforceable for
      any reason, the invalidity of that provision shall in no way affect (to the
      maximum extent permissible by law) the application of such provision under
      circumstances different from those adjudicated by the court, the application
      of
      any other provision of this Agreement, or the enforceability or invalidity
      of
      this Agreement as a whole.  If any provision of this Agreement becomes
      or is deemed invalid, illegal or unenforceable in any jurisdiction by reason
      of
      the scope, extent or duration of its coverage, then such provision shall be
      deemed amended to the extent necessary to conform to applicable law so as to
      be
      valid and enforceable or, if such provision cannot be so amended without
      materially altering the intention of the parties, then such provision will
      be
      stricken and the remainder of this Agreement shall continue in full force and
      effect.

    


    (e)           Remedies.  All
      rights and remedies provided pursuant to this Agreement or by law shall be
      cumulative, and no such right or remedy shall be exclusive of any
      other.  A party may pursue any one or more rights or remedies
      hereunder or may seek damages or specific performance in the event of another
      party’s breach hereunder or may pursue any other remedy by law or equity,
      whether or not stated in this Agreement.

    


    (f)           Arbitration. Any
      and all disputes and claims between Recipient and Eclipsys that arise out of
      this Agreement shall be resolved through final and binding
      arbitration.  Any claim under this Agreement must be commenced by a
      claimant within 365 days of the date on which the cause of action accrues
      (unless a contractual limitation on duration of claims is impermissible or
      a
      longer period of time is required by law, in which case the end of the minimum
      required period will be the deadline for commencing claims), or it will be
      deemed waived.  Binding arbitration will be conducted in Atlanta,
      Georgia in accordance with the rules and regulations of the American Arbitration
      Association.  Recipient understands and agrees that the arbitration
      shall be instead of any civil litigation and that this means that Recipient
      is
waiving Recipient’s right to a jury trial as to such
      claims.  The parties further understand and agree that the
      arbitrator’s decision shall be final and binding to the fullest extent permitted
      by law and enforceable by any court having jurisdiction.  If and to
      the extent necessary to make this arbitration provision enforceable, Eclipsys
      shall pay the arbitrator’s compensation and any fees for the arbitration, unless
      the arbitrator directs otherwise in the award, or unless the law where the
      arbitration occurs provides otherwise.

    


    (g)           Interpretation. Headings
      herein are for convenience of reference only, do not constitute a part of this
      Agreement, and will not affect the meaning or interpretation of this
      Agreement.  References herein to Sections are references to the
      referenced Section hereof, unless otherwise specified.

    


    (h)           Waivers;
      Amendments.  The waiver by either party of a breach of any
      provision of this Agreement shall not operate or be construed as a waiver of
      any
      later breach of that provision.  This Agreement may be modified only
      by written agreement signed by Recipient and Eclipsys.

    


    (i)           Counterparts. This
      Agreement may be executed in more than one counterpart, each of which shall
      be
      deemed an original, but all of which together shall constitute but one and
      the
      same instrument.  Facsimile or photographic copies of originally
      signed copies of this Agreement will be deemed to be originals.

    


    
      	
              ECLIPSYS
                CORPORATION

               

              By:                                                                   

              Name:                                                                   

              Title:                                                                   

            	
               

               

               

               

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    to
      Restricted Stock Agreement

    


    ELECTION
      TO INCLUDE VALUE OF RESTRICTED PROPERTY

    IN
      GROSS INCOME IN YEAR OF TRANSFER

    INTERNAL
      REVENUE CODE § 83(b)

    


    The
      undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue
      Code
      with respect to the property described below, and supplies the following
      information in accordance with the regulations promulgated
      thereunder:

    


    1.           Name,
      address and taxpayer identification number of the
      undersigned:

    


    


    


    Taxpayer
      I.D.
      No.:                                                      

    


    2.           Description
      of property with respect to which the election is being
      made:

    ____________
      shares of Common Stock of Eclipsys Corporation, a Delaware corporation (the
      "Company")

    


    3.           Date
      on which property was
      transferred:  __________                                                                                                                     

    


    4.           Taxable
      year to which this election
      relates:  ________                                                                                                                     

    


    5.           Nature
      of the restrictions to which the property is subject:

    If
      the
      taxpayer's service to the Company terminates for any reason before the Common
      Stock vests, the Company will repurchase the Common Stock from the taxpayer
      at
      $.01 per share.  The Common Stock vests according to the following
      schedule:  _____________________

    


    The
      Common Stock is non-transferable in the taxpayer's hands, by virtue of language
      to that effect stamped on the stock certificate.

    


    6.           Fair
      market value of the property:

    The
      fair
      market value at the time of transfer (determined without regard to any
      restrictions other than restrictions that by their terms will never lapse)
      of
      the property with respect to which this election is being made is $_________
      per
      share.

    


    7.           Amount
      paid for the property:

    The
      amount paid by the taxpayer for said property is $.01 per share.

    


    8.           Furnishing
      statement to employer:

    A
      copy of
      this statement has been furnished to _______________

    


    Date:                                ________________________________

    Signature

    


    Printed
      Name

    


    This
      election must be filed with the Internal Revenue Service Center
      with which taxpayer files his or her Federal income tax returns and must be
      made
      within thirty (30) days after receipt of the Restricted Stock.  This
      filing should be made by registered or certified mail, return receipt
      requested.  The taxpayer must retain two (2) copies of the completed
      form, one for filing with his or her Federal and state tax returns for the
      current tax year and an additional copy for his or her
      records.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Addendum
      2, continued

    Form
      of Notice of Grant for Restricted Stock

    


    
      	
              Notice
                of Grant of Restricted Stock

              Employee

            	
              Eclipsys
                Corporation

              ID:  65-0632092

            
	
              [name
                of recipient]

              [address
                of recipient]

               

            	
              Grant
                Number:             

              Plan:                                2005
                Stock Incentive Plan

              Employee
                ID:                 

            
	
               

              Effective
                ___________ (the “Grant Date”), you have been granted the
                right to purchase, at a price of $0.01 per share, [No. of shares]
                shares (the “Shares”) of common stock of Eclipsys
                Corporation (the "Company").  You must pay the
                aggregate purchase price for the Shares to the Company by cash, check
                or
                other method acceptable to the Company within 30 days of the date
                of this
                Notice or the Company may cancel the grant.

              This
                notice is a “Grant Notice” as described in the Restricted
                Stock Agreement between you and the Company (the
                “Agreement”).  This grant is made under, and
                this grant and the Shares are subject to and governed by the terms
                and
                conditions of, this notice, the Agreement including the restrictions
                on
                transfer set forth therein, the Company's 2005 Stock Incentive Plan
                (the
                “Plan”), and any other applicable written agreement
                between you and the Company.  By your acceptance and payment for
                the Shares, you agree to such terms and conditions and confirm that
                your
                receipt of and payment for the Shares is voluntary.

               

              For
                purposes of this Notice, (i) “Vesting Date” means each
                June 1 and December 1; and (ii) a complete calendar month will begin
                on
                the first day of each calendar month and end on the last day of that
                calendar month.  Subject to the Agreement, on the Vesting Date
                that is on or immediately following the first anniversary of the
                Grant
                Date (the “First Vesting Date”), there shall vest a
                number of the Shares equal to the sum of (A) 20% of the total number
                of
                Shares and (B) a number of Shares equal to the product of 1.667%
                of the
                total number of Shares and the number of complete calendar months,
                if any,
                elapsed during the period beginning on the first anniversary of the
                Grant
                Date and ending on the First Vesting Date.  On each of the eight
                Vesting Dates next succeeding the First Vesting Date, there shall
                vest an
                additional number of Shares equal to 10% of the total number of Shares,
                except that the number of Shares vesting on the last of such eight
                succeeding Vesting Dates will be less than 10% of the total number
                of
                Shares if and to the extent that the number of Shares Vesting on
                the First
                Vesting Date exceeded 20% of the total number of Shares.

               

              Unless
                otherwise provided in the Agreement or in another written agreement
                between you and the Company, (i) no Shares will vest before the First
                Vesting Date; (ii) vesting of Shares will occur only on Vesting Dates,
                without any ratable vesting for periods of time between Vesting Dates;
                (iii) any termination of your employment for any reason or no reason
                will
                result in cessation of vesting, cancellation of this grant, and forfeiture
                to the Company of any Shares not vested at the time your employment
                terminates (unless you are then or are becoming a member of the Board
                of
                Directors of the Company); and (iv) notwithstanding the foregoing,
                vesting
                will be suspended during the portion of any leave of absence (LOA)
                you
                have in excess of 180 days, and if you return to work following such
                a
                LOA, any Vesting Dates that passed during the suspension of vesting
                will
                be added to the end of the original vesting schedule, with vesting
                on each
                such additional Vesting Date in the amount of shares not vested on
                the
                corresponding Vesting Date during the period of the suspension, contingent
                upon your continued employment.

               

              As
                a condition to vesting of any Shares, you must enter into the Eclipsys
                Proprietary Interest Protection Agreement, in the standard form generally
                used for all new employees.  If you breach in any material
                respect the Proprietary Interest Protection Agreement between you
                and the
                Company, or any other contract between you and the Company, or your
                common
                law duty of confidentiality or trade secret protection, and you fail
                to
                cure that breach in full within ten days of notice and demand for
                cure by
                the Company, then such breach shall entitle the Company, in its discretion
                and in addition to any other legal or equitable remedies available
                to it,
                to do any or all of the following: (1) repurchase from you any shares
                of
                Restricted Stock still owned by you, whether or not vested, at the
                price
                of $.01 per share, whereupon any rights you might otherwise have
                to such
                repurchased shares of Restricted Stock will cease; (2) require you
                to
                disgorge to the Company the income you earned from any Restricted
                Stock
                that you transferred at any time from 12 months before such breach
                until
                30 days after the Company learned of such breach, and for this purpose
                net
                income means the sales price less $.01 per share less applicable
                income
                taxes you paid in connection with such shares; and/or (3) obtain
                injunctive relief or other similar remedy in any court with appropriate
                jurisdiction in order to specifically enforce the provisions
                hereof.  The Company may suspend any vesting or transfer of
                Restricted Stock pending cure of any such breach.

               

              For
                purposes of this grant and the Shares, the definition of “Good Reason”
                under the Plan shall be as follows, notwithstanding any Plan provision
                to
                the contrary:  “Good Reason” shall mean any significant
                diminution in the Participant’s responsibilities from and after such
                Reorganization Event or Change in Control Event, as the case may
                be, or
                any reduction in the annual cash compensation (base salary plus target
                bonus) payable to the Participant from and after such Reorganization
                Event
                or Change in Control Event, as the case may be.

               

            
	
              The
                Prospectus for the Plan, the Plan document and the Company’s Annual Report
                on Form 10-K, and other filings made by the Company with the Securities
                and Exchange Commission are available for your review on the Company’s
                internal employee web site.  You may also obtain paper copies of
                these documents upon request to the Company’s HR department.

               

              No
                representations or promises
                are made regarding the duration of your employment or service, vesting
                of
                the Shares, the value of the Company's stock or this grant, or the
                Company's prospects.  The Company provides no advice regarding
                tax consequences or your handling of the Shares; you agree to rely
                only
                upon your own personal advisors.

            	 
	
               

              ECLIPSYS
                CORPORATION

               

              By:                                                                

              Name
&
                Title

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      II

    To
      Joe Petro Offer Letter

    Eclipsys
      Corporation

    Termination
      for “Cause” Definition

    


    


    For
      purposes of this offer letter, a termination of your employment by Eclipsys
      for
“Cause” shall be limited to:

    


    
      	
              1.  

            	
              Your
                conviction of or plea of guilty or nolo contendere to a felony
                under the laws of the United States or any state thereof or any other
                jurisdiction in which Eclipsys conducts
                business;

            


    

    


    
      	
              2.  

            	
              Your
                willful misconduct or gross negligence in the performance of your
                duties
                that causes material harm to
                Eclipsys;

            


    

    


    
      	
              3.  

            	
              Your
                willful and continued failure to follow the reasonable and lawful
                instructions of Eclipsys’ CEO or, if applicable, another executive
                officer of Eclipsys to whom you
                report;

            


    

    


    
      	
              4.  

            	
              Your
                willful and continued neglect of duties (other than any such neglect
                resulting from incapacity of you due to physical or mental illness);
                or

            


    

    


    
      	
              5.  

            	
              A
                material breach by you of this offer letter or any legal or contractual
                obligation to Eclipsys;

            


    

    


    provided,
      however, that Cause shall arise under items (2), (3), (4) or
      (5) only following thirty (30) days written notice thereof from
      Eclipsys which specifically identifies such misconduct, failure, neglect or
      breach and only if you continue to engage in or fail to cure such misconduct,
      failure, neglect or breach during such notice period. A termination by Eclipsys
      after cure shall not be a termination for Cause. A failure of Eclipsys to notify
      you after the first occurrence of an event constituting Cause shall not preclude
      any subsequent occurrences of such event (or similar event) from constituting
      Cause.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      III

    To
      Joe Petro Offer Letter

    Eclipsys
      Corporation

    Form
      of Release

    


    


    RELEASE

    


    This
      Release (this “Release”) is entered into as of _______________,
      by Joe Petro (“Employee”) in favor of Eclipsys Corporation (the
“Company”) and certain other parties as set forth
      herein.

    


    Contingent
      upon Employee’s execution and delivery to the Company of this Release, and the
      effectiveness of this Release following the lapse without revocation of any
      revocation period, the Company is obligated pursuant to the Employee’s offer
      letter from the Company dated ______, 2007 (the “Offer Letter”)
      to provide to Employee 26 weeks’ notice prior to termination of Employee’s
      employment without Cause (the “Notice Benefit”).  In
      consideration of Employee’s right to receive such notice, Employee hereby agrees
      as follows:

    


    1.           Termination
      Date. The effective date of Employee’s termination of employment with
      the Company is ________________.

    


    2.           Release.

    


    (a)  Release.  As
      of the Effective Date (as defined below), Employee, for Employee and Employee’s
      assigns, heirs, executors, successors and administrators, hereby fully and
      unconditionally releases the Company, its subsidiaries and other affiliates,
      their respective successors, and the officers, directors, employees,
      stockholders, attorneys and agents of each of them (the “Released
      Parties”), from any and all claims, causes of action, rights,
      agreements, obligations, liabilities, and expenses (including attorneys’ fees
      and costs), of every kind and nature, whether known or unknown, suspected or
      unsuspected, foreseen or unforeseen, liquidated or unliquidated, arising out
      of,
      relating to or in any way connected with Employee’s employment with or
      separation from the Company (the “Released
      Matters”).  Subject to Section 2(b), the Released
      Matters include, but are not limited to, claims for wrongful termination, breach
      of contract, breach of the covenant of good faith and fair dealing, tort,
      intentional or negligent infliction of emotional distress, defamation, invasion
      of privacy, fraud, negligent misrepresentation, violation of or rights under
      local, state or federal law, ordinance or regulation (including but not limited
      to those arising under the Age Discrimination in Employment Act (“ADEA”) as
      amended by the Older Workers Benefit Protection Act), all common law claims,
      and
      all claims to any non-vested ownership interest in the Company, contractual
      or
      otherwise, including but not limited to claims to non-vested stock or non-vested
      stock options.  Employee understands that this Release is a general
      release, and that references to specific claims arising out of or related to
      Employee’s employment with the Company are not intended to limit the universe of
      claims released herein.  Employee acknowledges and agrees that the
      releases made herein constitute final and complete releases of the Released
      Parties with respect to all Released Matters, and that by signing this Release,
      Employee is forever giving up the right to sue or attempt to recover money,
      damages or any other relief from the Released Parties for all claims Employee
      has or may have with respect to the Released Matters (even if any such claim
      is
      unforeseen as of the date hereof).  Employee expressly acknowledges
      that this Release is intended to include in its effect, without limitation,
      all
      Released Matters which Employee does not know or suspect to exist in his favor
      at the time of execution hereof, and that this Release contemplates the
      extinguishment of all such Released Matters.

     

    (b)           Exceptions.  However,
      Released Matters do not include, and nothing in this Release waives or releases
      or prevents Employee from in any way pursuing any rights or claims Employee
      may
      have (i) to indemnity and defense from the Company pursuant to provisions of
      the
      Company’s charter documents, any contract of indemnity, or applicable law; (ii)
      to coverage under policies of insurance maintained by the Company (including
      without limitation insurance covering directors’ and officers’ liability,
      fiduciary liability, employment practices liability, general liability, and
      automobile damage and liability) according to the terms of such policies; (iii)
      to the Notice Benefit; (iv) to reimbursement of expenses properly incurred
      by
      Employee in the course of Employee’s service to the Company; (v) under plans or
      contracts governing equity awards made to Employee; (vi) as a former employee
      under the Company’s retirement and welfare plans under which Employee is a
      beneficiary or in which Employee is a participant, including without limitation
      the Company’s 401(k) plan and plans or policies or insurance providing for
      health care; (vi) as a stockholder of the Company; or (vii) to file an EEOC
      charge, or participate in an EEOC investigation.  Nothing in this
      Section 2(b) or any other provision of this Release limits Employee’s right to
      challenge the validity of this Release under the ADEA.  However,
      Employee waives all rights to recover money or other individual relief in
      connection with any such challenge or any administrative charge, whether filed
      by Employee, the Equal Employment Opportunity Commission, any other federal,
      state or local agency, or anyone else.

    


    (c)  Waiver.  If
      Employee is employed or resides in California, or another state with law similar
      to California Civil Code Section 1542, Employee hereby waives his rights
      under such law.  California Civil Code Section 1542 provides as
      follows:

    


    "A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
      OR
      SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH
      IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
      WITH
      THE DEBTOR."

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    Employee,
      being aware of Section 1542, hereby expressly waives any and all rights
      Employee may have thereunder as well as under any other statute or common law
      principles of similar effect under the laws of any state or the United
      States.

    


    (d)  Reaffirmation.  Employee
      must reaffirm this Release as of his final day of employment, so that this
      Release has legal effect as of such date as well as of the original date
      hereof.

    


    3.           No
      Claims.  Employee represents and warrants that Employee has
      not instituted any complaints, lawsuite or other proceedings against any
      Released Parties with any court or arbitration authority.  Employee
      further agrees that, except as permitted under Section 2(b) above or to the
      extent that applicable law prohibits such agreements, Employee will not,
      directly or indirectly, (i) file, bring, cause to be brought, join or
      participate in, or provide any assistance in connection with any complaint,
      lawsuit or other proceeding or action against any Released Parties at any time
      hereafter for any Released Matters, (ii) assist, encourage, or support
      employees or former employees or stockholders or former stockholders of the
      Company or any of its affiliates in connection with any lawsuit, claim or action
      they may initiate, unless compelled to testify by appropriate civil processes;
      or (iii) defend any action, proceeding or suit in whole or in part on the
      grounds that any or all of the terms or provisions of this Release are illegal,
      invalid, not binding, unenforceable or against public policy.  In
      addition, Employee will refrain from bringing or dismiss, as applicable, any
      claim against any third party if any Released Party would be required to defend
      or indemnify that third party in connection with such claim.  If any
      court assumes jurisdiction of any complaint, charge, or lawsuit against the
      Company or any Released Party, on Employee’s behalf, Employee agrees to
      immediately notify such court, in writing, of the existence of this Release,
      including providing a copy of it and to request, in writing, that such court
      dismiss the matter with prejudice.

    


    4.           Business
      Expenses and Compensation.   Employee acknowledges that
      Employee has been reimbursed by the Company for all costs and business expenses
      incurred in conjunction with the performance of Employee’s employment and that
      no other reimbursements are owed to Employee, except for unreimbursed expenses
      properly incurred by Employee in the course of Employee’s service to the Company
      that Employee submits within 30 days after the date of this Release, which
      the
      Company will pay in accordance with its policies.   Employee
      further acknowledges and agrees that Employee has received all amounts the
      Company owes or is obligated to pay to Employee in respect of wages, salary,
      benefits and all other payment for all services rendered in conjunction with
      Employee’s employment by the Company, and that no other compensation is owed to
      Employee, other than the Notice Benefit.

    


    5.           Additional
      Agreements

    


    (a)           Return
      of Company Property.  Employee represents, warrants and covenants
      that Employee has not misappropriated any property of the Company or violated
      any contractual or legal obligation to the Company, and will not misappropriate
      any property of the Company or violate any contractual or legal obligation
      to
      the Company.  Employee shall immediately return to the Company all
      keys, files, records (and copies thereof), equipment (including, but not limited
      to, computer hardware, software and printers, wireless handheld devices,
      cellular phones, pagers, etc.), Company identification, Company vehicles and
      any
      other Company-owned property in Employee’s possession or
      control.  Employee confirms that Employee has left, and will continue
      to leave, intact all electronic Company documents, including but not limited
      to
      those Employee developed or helped develop during Employee’s
      employment.  Employee further confirms that Employee has cancelled or
      shall immediately cancel all accounts for Employee’s benefit, if any, in the
      Company's name, including but not limited to, credit cards, telephone charge
      cards, cellular phone and/or pager accounts and computer accounts.

    


    (b)           Non-Disparagement.    Employee
      shall not make any false, disparaging or derogatory statements to any media
      outlet, industry group, financial institution or current or former employee,
      consultant, or customer of the Company, or any other third party, regarding
      any
      Released Party.

    


    (c)           Non-Disclosure
      and Non-Solicitation.  Employee acknowledges and reaffirms
      Employee’s obligation to keep confidential all non-public information concerning
      the Company which Employee acquired during the course of Employee’s employment
      with the Company.  Employee shall not violate Employee’s obligations
      under the Proprietary Interest Protection Agreement that Employee entered into
      in connection with his employment with the Company, which remains in full force
      and effect.

    


    (d)           Assistance.  Employee
      shall (i) cooperate with and assist the Company in the orderly transition of
      Employee’s employment responsibilities, (ii) be available to provide
      information, advice and reasonable assistance (not to impair in any material
      respect his ability to focus on his other pursuits) to the Company regarding
      matters of which Employee has knowledge as a result of Employee’s prior
      employment by the Company and/or its subsidiaries and their predecessors, and
      (iii) consistent with applicable law, assist and cooperate in the investigation,
      prosecution or defense of any actual or threatened court action, arbitration
      or
      administrative proceeding involving any matter that arose, or relates to fact
      or
      circumstances occurring, during the period of Employee’s employment with the
      Company.

    


    (e)           Remedy
      for Breach of Legal Obligations.  If Employee breaches in any
      material respect this Release or the Proprietary Interest Protection Agreement
      that Employee entered into in connection with his employment with the Company,
      or any other written agreement between Employee and the Company, and Employee
      fails to cure that breach in full within ten days of notice and demand for
      cure
      by the Company, then except to the extent prohibited by applicable law, such
      breach shall entitle the Company, in its discretion and in addition to any
      other
      legal or equitable remedies available to it, to do any or all of the following:
      (1) cancel and terminate Employee’s right to receive the Notice Benefit or any
      other severance benefit; and/or (2) obtain injunctive relief or other similar
      remedy in any court with appropriate jurisdiction in order to specifically
      enforce the provisions hereof.  Eclipsys may suspend any payments
      pursuant to the Notice Benefit pending cure of any such
      breach.  However, notwithstanding this Section 5(e), Employee will in
      any event be entitled to receive and retain a minimum of four weeks’ Notice
      Benefit as consideration for this Release.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    6.           General

    


    (a)           Amendment.  This
      Release is binding upon Employee and may not be modified in any manner, except
      by an instrument in writing of concurrent or subsequent date signed by Employee
      and a duly authorized representative of Eclipsys.  This Release is
      binding upon Employee and Employee’s assigns, heirs, executors, successors and
      administrators, and shall inure to the benefit of all the Released
      Parties.

    


    (b)           Waiver
      of Rights.   No delay or omission by the Company in
      exercising any right under this Release shall operate as a waiver of that or
      any
      other right.  A waiver or consent given by the Company on any one
      occasion shall be effective only in that instance and shall not be construed
      as
      a bar or waiver of any right on any other occasion.

    


    (c)           Severability. If
      any provision of this Release as applied to any party or to any circumstance
      is
      adjudged by a court of competent jurisdiction to be void or unenforceable for
      any reason, the invalidity of that provision shall in no way affect (to the
      maximum extent permissible by law) the application of such provision under
      circumstances different from those adjudicated by the court, the application
      of
      any other provision of this Release, or the enforceability or invalidity of
      the
      rest of this Release.  If any provision of this Release becomes or is
      deemed invalid, illegal or unenforceable in any jurisdiction, then such
      provision shall be deemed amended to the extent necessary to conform to
      applicable law so as to be valid and enforceable or, if such provision cannot
      be
      so amended without materially altering the intention of the parties, then such
      provision will be stricken and the remainder of this Release shall continue
      in
      full force and effect.

    


    (d)           Nature
      of Agreement.  This Release is part of a severance arrangement and
      does not constitute an admission of liability or wrongdoing on the part of
      Employee, the Company or any other person.

    


    (e)           Confidentiality.  The
      Company and Employee shall each keep the terms of this Release confidential,
      except to the extent that disclosure may be legally required or as required
      by
      Section 3 herein, and except that Employee may discuss the terms of this Release
      with Employee’s spouse and financial and legal advisors

    


    (f)           Voluntary
      Assent.   Employee represents and agrees that Employee fully
      understands Employee’s right to discuss, and that the Company has advised
      Employee to discuss, all aspects of this Release with Employee’s private
      attorney, that Employee has carefully read and fully understands all the
      provisions of this Release, that Employee understands its effect, that Employee
      is competent to sign this Release and that Employee is voluntarily entering
      into
      this Release.  Employee specifically acknowledges that he has not been
      under duress in connection with the review, negotiation, execution and delivery
      of this Release. he Proprietary Interest Protection Agreement that Employee
      entered into in connection with his employment with the
      Company  Employee represents and agrees that in executing this Release
      Employee relies solely upon Employee’s own judgment, belief and knowledge, and
      the advice and recommendations of any independently selected counsel, concerning
      the nature, extent and duration of Employee’s rights and
      claims.  Employee acknowledges that no other individual has made any
      promise, representation or warranty, express or implied, not contained in this
      Release, to induce Employee to execute this Release.  Employee further
      acknowledges that Employee is not executing this Release in reliance on any
      promise, representation, or warranty not contained in this Release.

    


    (g)           Headings.  Headings
      in this Release are for convenience of reference only and do not affect the
      meaning of this Release.

    


    (h)           Entire
      Agreement.  This Release contains and constitutes the entire
      understanding and agreement between Employee and the Company regarding the
      matters set forth herein.

    


    (i)  Consideration
      and Effectiveness.  Employee acknowledges that
      Employee has been given at least 21 days to consider this Release and that
      the
      Company has by this Release advised Employee in writing to consult with an
      attorney of Employee’s own choosing prior to signing this
      Release.  Employee agrees that any modifications, material or
      otherwise, made to this Release do not restart or affect in any manner the
      original twenty-one (21) calendar day consideration period.  Employee
      understands that Employee may revoke this Release for a period of seven (7)
      days
      after Employee signs this Release.  Any revocation within this period
      must be submitted, in writing, to the General Counsel of the Company, and must
      be received or postmarked within seven (7) calendar days after Employee signs
      this Release.  If Employee delivers the revocation, this Release will
      be of no force or effect.  If Employee does not deliver the revocation
      within seven calendar days as described above, then this Release in its entirety
      will be effective and enforceable beginning on the eighth (8th)
      day after Employee’s execution and delivery of this Release.  Employee
      understands and agrees that by entering into this Release Employee is waiving
      any and all rights or claims he might have under The Age Discrimination in
      Employment Act, as amended by The Older Workers Benefit Protection Act, and
      that
      Employee has received consideration beyond that to which Employee was previously
      entitled.

    


    In
      witness whereof, Employee has executed this Release as of the date above
      written.

    


    ________________________

    Joe
      Petro