Exhibit 10.32


     

    Exhibit
      10.32

     

     

    


    Certain
      confidential portions of this Exhibit were omitted by means of blackout of
      the
      text and replaced with an asterisk (*) (the “Mark”). This exhibit has been filed
      separately with the Securities and Exchange Commission without the Mark pursuant
      to the Company’s Application Requesting Confidential Treatment under Rule 24b-2
      of the Securities Exchange Act of 1934.

    


    


    Agreement
      Re Specified Acts

     

    This
      Agreement re Specified Acts is made effective as of January 6, 2006 by and
      between Eclipsys Corporation, a Delaware corporation (hereinafter referred
      to
      collectively with any of its subsidiaries as the “Company”),
      and
      John E. Deady (“Executive”).

     

    The
      Company and Executive are parties to that certain Employment Agreement of even
      date herewith (the “Employment
      Agreement”)
      pursuant to which the Company employs Executive as its Executive Vice President.
      Executive is receiving a grant of stock options to purchase up to 400,000 shares
      of Common Stock of the Company and a grant of 100,000 shares of Common Stock
      of
      the Company that are subject to contractual restrictions, as described in the
      Employment Agreement (the “Initial
      Grants”),
      and
      Executive may become entitled to certain severance benefits described in the
      Employment Agreement (the “Severance
      Package”
or
      the
“Change
      in Control Benefits”).
      In
      addition, Executive may receive additional grants of stock options, restricted
      stock, or other equity-based awards, and may become entitled to additional
      severance benefits. It is a condition of Executive’s employment that Executive
      enter into this Agreement with the Company. Accordingly, the Company and
      Executive hereby agree as follows:

     

    1.
      Specified Acts.

     

    (a) If,
      at
      any time during Executive’s employment with the Company or during the 730-day
      period following the termination or cessation of Executive’s employment with the
      Company for any reason, Executive commits any Specified Act (as defined below),
      then notwithstanding any agreement or plan provision to the contrary, the
      Company may in its discretion, at any time or from time to time during the
      Evaluation Period related to that Specified Act (as defined below), (i) cancel
      in whole or part the Initial Grants and/or any other award of stock options
      or
      restricted stock or any other award made at any time to Executive under any
      equity incentive plan of the Company (each an “Award”),
      whether or not vested, and/or (ii) rescind some or all of any vesting, exercise,
      payment or delivery that occurred or occurs or is scheduled to occur pursuant
      to
      the Initial Grants or any other Award within 730 days before the earlier of
      the
      Specified Act or the termination of Executive’s employment, or at any time after
      the Specified Act, and/or (iii) cease paying or providing any or all of the
      Severance Package or the Change in Control, and/or (iv) demand that Executive
      return to the Company any portion of the Severance Package or the Change in
      Control Benefits previously paid, provided that cessation of payment pursuant
      to
      item (iii) and/or demand for return pursuant to item (iv) shall only apply
      to
      portions of the Severance Package or Change in Control Benefits in excess of
      $150,000, which $150,000 shall be consideration for the release signed as
      required by the Employment Agreement as a condition to payment of the Severance
      Package or the Change in Control Benefits. 

     

    (b) The
      Company shall notify Executive in writing of any exercise of any of its rights
      under Section
      1(a)
      within
      the Evaluation Period related to the Specified Act triggering the Company’s
      rights.

     

    (c) If
      the
      Company rescinds some or all of any vesting, exercise or delivery pursuant
      to
Section
      1(a)(ii),
      then
      within ten days after receiving from the Company the notice described in
Section
      1(b),
      Executive shall be obligated to pay to the Company the gross amount of any
      gain
      realized or payment received as a result of the cancelled Award or rescinded
      vesting, exercise, payment or delivery. Such payment shall be made by returning
      to the Company all shares of capital stock that Executive purchased or otherwise
      received in connection with the cancelled Award or rescinded vesting, exercise,
      payment or delivery, or if such shares or any interest therein have been
      transferred by Executive, then by paying to the Company, by wire transfer of
      immediately available funds, the fair market value of such shares at the time
      of
      the transfer. For this purpose, in the case of publicly traded shares, the
      value
      of shares will be measured by the price for which Executive sold the shares
      in a
      bona fide arm’s length transaction, or if the shares or interests therein were
      transferred otherwise than by a bona fide arm’s length sale, then by the closing
      price of the shares on the Nasdaq National Market or other primary market or
      exchange upon which the shares trade on the trading day immediately preceding
      the date of the transfer. Executive will cease to have any rights under any
      Award, vesting, exercise, payment or delivery to the extent cancelled or
      rescinded pursuant to this Agreement. Any payment of the exercise price for
      stock options or purchase price for restricted stock previously made by
      Executive to the Company in connection with an Award or vesting, exercise,
      payment or delivery that is cancelled or rescinded pursuant to this Agreement
      will be returned by the Company to Executive (without interest), at the time
      Executive returns the shares or makes payment pursuant to Section
      1(c),
      including, at the Company's discretion, by offset against any amounts payable
      by
      Executive to the Company or any of the Company’s subsidiaries. 

     

    (d) If
      the
      Company demands return of previously paid portions of the Severance Package
      or
      the Change in Control Benefits pursuant to Section
      1(a)(iv),
      then
      within ten days after receiving from the Company the notice described in
Section
      1(b),
      Executive shall pay to the Company, by wire transfer of immediately available
      funds, an amount equal to the aggregate cost to the Company of any parts of
      the
      Severance Package or the Change in Control Benefits previously provided to
      Executive by the Company that the Company demands be returned.

     

    (e) Upon
      and
      as a condition to vesting, exercise, payment or delivery of shares or cash
      pursuant to any Award, a Recipient shall, if required by the Administrator,
      certify on a form acceptable to the Company that he has not committed any
      Specified Act. For purposes of this Agreement, the Company will be deemed to
      have been aware of Specified Act only after the completion of any investigation
      or inquiry and only when the Company has clear and convincing evidence thereof.
      For this purpose, suspicion is not awareness. 

     

    (f) For
      these
      purposes:

     

    (i) “Evaluation
      Period”
      related
      to a Specified Act means the period beginning with that Specified Act and ending
      not later than the later of 365 days after such Specified Act, or, if later,
      180
      days after the Company became aware of such Specified Act. 

    


    (ii) “Specified
      Act”
      means
      Employee (A) has a Specified Relationship with a Designated Company (as those
      terms are defined below), or (B) violates in any material respect any material
      contractual obligation or legal duty to the Company and, if such violation
      of
      contractual obligation or legal duty is susceptible of cure fails to cure such
      violation within 30 days of written demand by the Company for cure, provided
      that the final determination that such a violation of contractual obligation
      or
      legal duty has occurred and not been cured within such 30-day notice period
      must
      be made by the Company’s board of directors after giving Executive an
      opportunity to be heard.

    


    (iii) “Specified
      Relationship”
with
      a
      Designated Company means acting as an owner, partner, officer, director, or
      employee of, or consultant or advisor (paid or unpaid) or lender to, or investor
      in, that Designated Company, except that ownership of not more than 1% of the
      outstanding stock of a Designated Company, in and of itself, will not be a
      Specified Relationship.

    


    (iv)
       “Designated
      Company”
means
      at any time of determination any of the entities listed on the Current Version
      of Schedule
      A
      to this
      Agreement and any Affiliate of any of such entities regardless of when formed.
      At no time may there be more than ten Designated Companies listed on
Schedule
      A,
      and if
      any version of Schedule
      A
      lists
      more than ten companies, then only the first ten listed on Schedule
      A,
      reading
      left to right, top to bottom, will be Designated Companies pursuant to that
      schedule, but Affiliates of the listed entities will be Designated Companies
      but
      will not be counted for purposes of this ten-entity limit. In addition, each
      of
      the following shall be a Designated Company, in addition to the Designated
      Companies listed on Schedule
      A
      and not
      subject to the ten-entity limit: (i) any entity that is a successor to or
      transferee of any significant part of the business or assets of an entity listed
      on the Current Version; and (ii) any entity that first engages in competitive
      activity following the date of the Current Version. For this purpose, an entity
      first engages in competitive activity when it openly begins to provide or pursue
      any goods or services or line of business that is competitive in any material
      way with any goods or services or line of business provided or being pursued,
      or
      for which plans were being made, during Executive’s tenure with the Company. The
“Current
      Version”
of
      Schedule
      A
      is the
      version attached to this Agreement at the date of its execution unless and
      until
Schedule
      A
      is
      modified as set forth in paragraph 1(f)(iv)(A) or 1(f)(iv)(B) below. The Current
      Version need not be the same as the list of competitors specified by the Company
      for any agreement entered into by the Company or any of its affiliates with
      any
      other employee that is similar to this Agreement. 

     

    (A)
       At
      any
      time and from time to time from the date hereof until the date seven days
      following the termination of Executive’s employment for any reason, but not more
      than once in any period of 180 days, the Company may, in its discretion, by
      written notice to Executive, modify the Current Version to include any company
      or companies that the Company in its discretion deems to be engaged in or
      planning any activity that is competitive with the Company’s business as
      conducted or planned, subject to the overall limit of ten, and that modified
      version of the schedule will then be the Current Version unless and until
      further modified pursuant to this paragraph 1(f)(iv)(A) or paragraph
      1(f)(iv)(B). 

     

    (B)
       Not
      more
      than once in any period of 180 days, Executive may by written demand require
      the
      Company to provide an updated Current Version. In response, within seven days
      of
      receipt of Executive’s demand, the Company must deliver to Executive an updated
      Current Version or ratify in writing the then-existing Current Version. Any
      such
      updated Current Version may include, in the Company’s discretion, any company or
      companies that the Company in its discretion deems to be engaged in or planning
      any activity that is competitive with the Company’s business as conducted or
      planned, subject to the overall limit of ten. The Company may elect to deliver
      an updated Current Version in response to Executive’s demand even if the Company
      has modified the schedule in its own discretion within the preceding 180 days,
      but in any case the Current Version provided by the Company in response to
      Executive’s demand (whether updated or ratified) will trigger a new 180-day
      waiting period before the Company may again modify the schedule in its
      discretion pursuant to paragraph 1(f)(iv)(A). Any Current Version resulting
      from
      the process described in this paragraph 1(f)(iv)(B) will be the Current Version
      unless and until further modified pursuant to this paragraph 1(f)(iv)(B) or
      paragraph 1(f)(iv)(A).

    


    (v) “Affiliate”
of
      an
      entity means any controlling, controlled by or under common control with such
      entity.

    


    (g) Executive
      understands and agrees that (i) his entering into this Agreement is a material
      inducement to the Company to employ him on the terms described in the Employment
      Agreement; (ii) the Initial Grants and any other equity that the Company may
      grant to Executive, the Severance Package and the Change in Control Benefits
      (other than the first $200,000 thereof) are intended not only to motivate and
      reward Executive’s performance, but also to compensate Executive for not
      engaging in any specified Act; (iii) Executive is not restricted by this
      Agreement from engaging in any Specified Act, and Executive is willing to accept
      the potential economic consequences under this Agreement of engaging in any
      Specified Act; (iv) Executive’s livelihood does not depend upon his ability to
      engage in any Specified Act; and (v) Executive shall not bring or participate
      in
      any action challenging the, validity, legality, effectiveness or enforceability
      of any part of this Agreement. 

    


    2. General
      Provisions.

     

    (a) No
      Contract of Employment.
      This
      Agreement does not constitute a contract of employment, either express or
      implied, and does not imply that the Company will continue the Executive’s
      employment for any period of time. This Agreement shall in no way alter the
      Company’s policy of employment at will, under which both Executive and the
      Company remain free to terminate the employment relationship, with or without
      cause, at any time, with or without notice. Any change or changes in Executive’s
      duties, salary or compensation after the signing of this Agreement shall not
      affect the validity or scope of this Agreement.

     

    (b) Entire
      Agreement.
      This
      Agreement sets forth the entire understanding of Executive and the Company
      regarding the subject matter hereof, and supersedes all prior agreements,
      written or oral, between the Executive and the Company relating to the subject
      matter hereof. However, it does not replace or supersede the Employment
      Agreement, any agreements documenting equity awards to Executive, any policies
      of the Company or agreements entered into by Executive providing for
      confidentiality, non-disclosure or assignment of developments, all of which
      remain in full force and effect. This Agreement may not be modified, changed
      or
      discharged in whole or in part, except by an agreement in writing signed by
      the
      Executive and the Company. 

     

    (c) Interpretation.
      If any
      provision of this Agreement is found by any court of competent jurisdiction
      to
      be unenforceable, it shall be interpreted to apply only to the extent that
      it is
      enforceable. 

     

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

     

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

     

    (f) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of both parties and
      their respective successors and assigns, including any corporation or entity
      with which or into which the Company may be merged or which may succeed to
      its
      assets or business. 

     

    (g) Subsidiaries
      and Affiliates.
      Executive expressly consents to be bound by the provisions of this Agreement
      for
      the benefit of the Company or any subsidiary or affiliate thereof to whose
      employ the Executive may be transferred without the necessity that this
      Agreement be re-signed at the time of such transfer.

     

    (h) Remedies
      not Limited.
      This
      Agreement and the Company’s enforcement hereof are not intended to be exclusive
      remedies and will not limit any other remedies that may be available to the
      Company at law or in equity as a result of or in connection with any violation
      by Executive of any contractual obligation or legal duty to the Company or
      any
      subsidiary or affiliate thereof. 

     

    (i) Governing
      Law, Forum and Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Florida (without reference to its conflicts of law provisions). If
      any
      judicial or administrative proceeding or claim relating to or pertaining to
      this
      Agreement is initiated by either party hereto, such proceeding or claim shall
      and must be filed in a state or federal court located in Palm Beach County
      or
      Miami-Dade County, Florida, and the Company and Executive each consents to
      the
      jurisdiction of such a court.

     

    (j) Attorneys’
      Fees.
      In
      the
      event that either party brings a legal action against
      the other in connection with this Agreement,
      the
      party, if either, that is judicially determined to be the prevailing party
      in
      such action shall be entitled to recover his or its reasonable attorney’s fees
      and legal costs incurred in connection with such action.

     

    (k) Captions.
      The
      captions of the sections of this Agreement are for convenience of reference
      only
      and in no way define, limit or affect the scope or substance of any section
      of
      this Agreement.

     

    In
      witness whereof, the Company and Executive have entered into this Agreement
      as
      of the date above set forth.

     

    
      	
              ECLIPSYS
                CORPORATION

               

              By:
                /s/ Brian W. Copple

              Name:
                Brian W. Copple

              Title:
                Secretary

            	
               

               

              /s/
                John E. Deady

              John
                E. Deady

            


    

    


    


    


    


    


    


    


    


    


    


    


    Schedule
      A To Agreement Re Specified Acts

    


    


    


    Designated
      Companies

     

    [
      * ]

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    *
      Confidential Treatment Requested