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QUOVADX, INC.




1997 STOCK PLAN




NOTICE OF GRANT OF RESTRICTED STOCK




     Unless otherwise defined herein, the terms defined in the 1997 Stock Plan will have the same
defined meanings in this Notice of Grant of Restricted Stock (“Notice of Grant”).



     Participant:



     Address:



     You have been granted the right to purchase Common Stock of the Company, subject to the
Company’s Reacquisition Right (as described in the attached Restricted Stock Agreement), as
follows:



     Grant Number



     Date of Grant



     Price Per Share



     Total Number of Shares



     Expiration Date:



     YOU MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR YOU WILL HAVE NO FURTHER RIGHT TO
PURCHASE THE SHARES. By your signature and the signature of the Company’s representative below,
you and the Company agree that this Award of Restricted Stock is granted under and governed by the
terms and conditions of the 1997 Stock Plan and the Restricted Stock Agreement, attached hereto as
Exhibit A-1, both of which are made a part of this document. You further agree to execute
the attached Restricted Stock Agreement as a condition to purchasing any Shares under this Award.



	 	 	 
	PARTICIPANT:

	 	QUOVADX, INC.
	 
	 	 
	 

	 	 
	Signature

	 	By Harvey A. Wagner
	 
	 	 
	 

	 	President and Chief Executive Officer
	 
	 	 

	Print Name

	 	Title






 









 






EXHIBIT A-1




QUOVADX, INC.




1997 STOCK PLAN




RESTRICTED STOCK AGREEMENT




     Unless otherwise defined herein, the terms defined in the 1997 Stock Plan (the “Plan”) will
have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).



     WHEREAS, the individual named in the Notice of Grant, (the “Participant”) is an Employee, and
the Participant’s continued participation in the affairs of the Company is considered by the
Company to be important for the Company’s continued growth; and



     WHEREAS in order to give the Participant an opportunity to acquire an equity interest in the
Company as an incentive for the Participant to continue to participate in the affairs of the
Company, the Administrator has granted to the Participant an Award of Restricted Stock subject to
the terms and conditions of the Plan and the Notice of Grant, which are incorporated herein by
reference, and pursuant to this Restricted Stock Agreement.


     
NOW THEREFORE, the parties agree as follows:



     1. Sale of Stock. The Company hereby agrees to sell to the Participant and the
Participant hereby agrees to purchase the number of shares of the Company’s Common Stock (the
“Restricted Stock”), at the per Share purchase price and as otherwise described in the Notice of
Grant.



     2. Payment of Purchase Price. The purchase price for the Restricted Stock may be
paid by delivery to the Company at the time of execution of this Agreement of cash, a check, or
some combination thereof.



     3. Reacquisition Right. In the event the Participant ceases to be an Employee for
any or no reason (including death or Disability) before all of the Shares of Restricted Stock are
released from the Company’s Reacquisition Right (see Section 4), all such Shares will thereupon be
forfeited and automatically transferred to and reacquired by the Company at no cost to the Company
(the “Reacquisition Right”). The Participant will not be entitled to a refund of the price paid
for any Shares of Restricted Stock returned to the Company pursuant to this Section 3. Upon such
termination, the Company will become the legal and beneficial owner of the Shares of Restricted
Stock being forfeited and reacquired by the Company and all rights and interests therein or
relating thereto, and the Company will have the right to retain and transfer to its own name the
number of Shares of Restricted Stock being reacquired by the Company.



 









 





     4. Release of Shares From Reacquisition Right.



          (a) Vesting Schedule. 25% of the Shares of Restricted Stock will vest on each of
January 5, 2006, 2007, 2008 and 2009, such that 100% of the Shares of Restricted Stock will be
fully vested on January 5, 2009, provided that the Participant continues to be an Employee through
each such date. Notwithstanding the foregoing sentence, one hundred percent (100%) of the Shares
will vest upon a Change of Control of the Company that occurs while Participant is an Employee.




          (b) For purposes of Section 4(a), “Change of Control” shall mean the occurrence of any of the
following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d)of the Exchange
Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or more of the total
voting power represented by the Company’s then outstanding voting securities; or (ii) the
consummation of the sale or disposition by the Company of all or substantially all of the Company’s
assets; or (iii) the consummation of a merger or consolidation of the Company, with any other
corporation, other than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting securities of the
Company, or such surviving entity or its parent outstanding immediately after such merger or
consolidation, or (iv) a change in the composition of the Board, as a result of which fewer than a
majority of the Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors who
either (A) are Directors of the Company, as applicable, as of the date hereof, or (B) are elected,
or nominated for election, to the Board with the affirmative votes of at least a majority of those
Directors whose election or nomination was not in connection with any transaction described in
subsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relating
to the election of directors of the Company.




          (c) Any of the Shares that have not yet been released from the Reacquisition Right are referred
to herein as “Unreleased Shares.”




     5. Restriction on Transfer. Except for the escrow described in Section 6 or the
transfer of the Shares to the Company contemplated by this Agreement, none of the Shares or any
beneficial interest therein will be transferred, encumbered or otherwise disposed of in any way
until such Shares are released from the Company’s Reacquisition Right in accordance with the
provisions of this Agreement. Any distribution or delivery to be made to the Participant under
this Agreement will, if the Participant is then deceased, be made to the Participant’s designated
beneficiary, or if no beneficiary survives the Participant, to the administrator or executor of the
Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his
or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity
of the transfer and compliance with any laws or regulations pertaining to said transfer.



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     6. Escrow of Shares.



          (a) All Shares of Restricted Stock will, upon execution of this Agreement, be delivered and
deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of
Restricted Stock and stock assignment, if any, will be held by the Escrow Holder until such time as
the Company’s Reacquisition Right expires or the date the Participant ceases to be an Employee.




          (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect to
holding the Unreleased Shares in escrow while acting in good faith and in the exercise of its
judgment.




          (c) Upon the Participant’s termination as an Employee for any reason, the Escrow Holder, upon
receipt of written notice of such termination, will take all steps necessary to accomplish the
transfer of the Unreleased Shares to the Company. The Participant hereby appoints the Escrow
Holder with full power of substitution, as the Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of the Participant to take any action and
execute all documents and instruments, including, without limitation, stock powers which may be
necessary to transfer the certificate or certificates evidencing such Unreleased Shares to the
Company upon such termination.




          (d) When a portion of the Shares has been released from the Reacquisition Right, upon request,
the Escrow Holder will take all steps necessary to accomplish the transfer of the Unreleased Shares
to the Participant.




          (e) Subject to the terms hereof, the Participant will have all the rights of a shareholder with
respect to the Shares while they are held in escrow, including without limitation, the right to
vote the Shares and to receive any cash dividends declared thereon.




          (f) In the event of any merger, reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, split-up, share combination, or other change in the corporate
structure of the Company affecting the Common Stock, the Shares of Restricted Stock will be
increased, reduced or otherwise changed, and by virtue of any such change the Participant will in
his capacity as owner of Unreleased Shares that have been awarded to him be entitled to new or
additional or different shares of stock, cash or securities (other than rights or warrants to
purchase securities); such new or additional or different shares, cash or securities will thereupon
be considered to be Unreleased Shares and will be subject to all of the conditions and restrictions
which were applicable to the Unreleased Shares pursuant to this Agreement. If the Participant
receives rights or warrants with respect to any Unreleased Shares, such rights or warrants may be
held or exercised by the Participant, provided that until such exercise any such rights or warrants
and after such exercise any shares or other securities acquired by the exercise of such rights or
warrants will be considered to be Unreleased Shares and will be subject to all of the conditions
and restrictions which were applicable to the Unreleased Shares pursuant to this Agreement. The
Administrator in its absolute discretion at any time may accelerate the vesting of all or any
portion of such new or additional shares of stock, cash or securities, rights or
warrants to purchase securities or shares or other securities acquired by the exercise of such
rights or warrants.




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          (g) The Company may instruct the transfer agent for its Common Stock to place a legend on the
certificates representing the Restricted Stock or otherwise note its records as to the restrictions
on transfer set forth in this Agreement.




     7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement,
no certificate representing the Shares of Restricted Stock may be released from the escrow
established pursuant to Section 6, unless and until satisfactory arrangements (as determined by the
Administrator) will have been made by the Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with respect to such
Shares. The Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit the Participant to satisfy such tax withholding obligation,
in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shares
having a Fair Market Value equal to the minimum amount required to be withheld, or (b) delivering
to the Company already vested and owned Shares having a Fair Market Value equal to the amount
required to be withheld.



     8. General Provisions.



          (a) This Agreement will be governed by the internal substantive laws, but not the choice of
law rules of Colorado. This Agreement, subject to the terms and conditions of the Plan and the
Notice of Grant, represents the entire agreement between the parties with respect to the purchase
of the Shares by the Participant. Subject to Section 16(c) of the Plan, in the event of a conflict
between the terms and conditions of the Plan and the terms and conditions of this Agreement, the
terms and conditions of the Plan will prevail. Unless otherwise defined herein, the terms defined
in the Plan will have the same defined meanings in this Agreement.




          (b) Any notice, demand or request required or permitted to be given by either the Company or
the Participant pursuant to the terms of this Agreement will be in writing and will be deemed given
when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of this Agreement or
such other address as a party may request by notifying the other in writing.




               Any notice to the Escrow Holder will be sent to the Company’s address with a copy to the other
party hereto.



          (c) The rights of the Company under this Agreement will be transferable to any one or more
persons or entities, and all covenants and agreements hereunder will inure to the benefit of, and
be enforceable by the Company’s successors and assigns. The rights and obligations of the
Participant under this Agreement may only be assigned with the prior written consent of the
Company.




          (d) Either party’s failure to enforce any provision of this Agreement will not in any way be
construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any
other provision of this Agreement. The rights granted both parties hereunder are
cumulative and will not constitute a waiver of either party’s right to assert any other legal
remedy available to it.




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          (e) The Participant agrees upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Agreement.




          (f) Participant acknowledges and agrees that the vesting of Shares of Restricted Stock
pursuant to Section 4 hereof is earned only by continuing as an Employee at the will of the Company
(or the Parent or Subsidiary employing Participant) and not through the act of being hired or
purchasing Shares hereunder. Participant further acknowledges and agrees that this Agreement, the
transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an
express or implied promise of continued engagement as an Employee for the vesting period, for any
period, or at all, and will not interfere with the Participant’s right or the right of the Company
(or the Parent or Subsidiary employing Participant) to terminate the Participant’s relationship as
an Employee at any time, with or without cause.




     By Participant’s signature below, Participant represents that he or she is familiar with the terms
and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and
provisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. Participant agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any questions arising under
the Plan or this Agreement. Participant further agrees to notify the Company upon any change in
the residence indicated in the Notice of Grant.



	 	 	 	 	 	 	 
	PARTICIPANT:

	 	 	 	QUOVADX, INC.
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Signature

	 	 	 	By Harvey A. Wagner	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 
	 	 	 	 	 	 	 
	Print Name

	 	 	 	Title	 	 
	 
	 	 	 	 	 	 
	Date:                     , 200[_]

	 	 	 	Date:                     , 200[_]	 	 






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