exv10w3



 






Exhibit 10.3




ECLIPSYS CORPORATION




Restricted Stock Agreement

Granted Under Amended and Restated 2000 Stock Incentive Plan




     AGREEMENT made this 29th day of April, 2005, between Eclipsys Corporation, a Delaware
corporation (the “Company”), and Eugene V. Fife (the “Participant”).



     For valuable consideration, receipt of which is acknowledged, the parties hereto agree as
follows:



     1. Purchase of Shares.



     The Company shall issue and sell to the Participant, and the Participant shall purchase from
the Company, subject to the terms and conditions set forth in this Agreement and in the Company’s
Amended and Restated 2000 Stock Incentive Plan (the “Plan”), 100,000 shares (the “Shares”) of
common stock, $.01 par value, of the Company (“Common Stock”), at a purchase price of $.01 per
share. The aggregate purchase price for the Shares shall be paid by the Participant by check
payable to the order of the Company or such other method as may be acceptable to the Company. Upon
receipt by the Company of payment for the Shares, the Company shall issue to the Participant one or
more certificates in the name of the Participant for that number of Shares purchased by the
Participant. The Participant agrees that the Shares shall be subject to the purchase option set
forth in Section 2 of this Agreement and the restrictions on transfer set forth in Section 4 of
this Agreement.



     2. Purchase Option.



          (a) In the event that the Participant ceases to have a Business Relationship (as defined
below) with the Company for any reason or no reason, with or without cause, prior to April 28,
2007, the Company shall have the right and option (the “Purchase Option”) to purchase from the
Participant, for a sum of $.01 per share (the “Option Price”), some or all of the Unvested Shares
(as defined below).




     “Business Relationship” means either employment with the Company or membership on the
Company’s Board of Directors.



     “Unvested Shares” means the total number of Shares multiplied by the Applicable Percentage at
the time the Purchase Option becomes exercisable by the Company. The “Applicable Percentage” shall
be (i) 100% less 4.166% for each month for which the Participant has a Business Relationship with
the Company from and after April 29, 2005, and (iii) zero on or after April 28, 2007.



          (b) In the event that the Participant’s Business Relationship with the Company is terminated
by reason of death or disability, the number of the Shares for which the Purchase
Option becomes exercisable shall be fifty percent (50%) of the number of Unvested Shares for




 









 








which the Purchase Option would otherwise become exercisable. For this purpose, “disability” shall
mean the inability of the Participant, due to a medical reason, to carry out his duties as an
employee of the Company for a period of six consecutive months.




          (c) For purposes of this Agreement, the Participant’s Business Relationship with the Company
shall not be considered to have terminated if he or she remains employed by, or a member of the
Board of Directors of, a parent or subsidiary of the Company.




     3. Exercise of Purchase Option and Closing.



          (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant
(or his estate), within 90 days after the termination of the Business Relationship of the
Participant with the Company, a written notice of exercise of the Purchase Option. Such notice
shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is
not so exercised by the giving of such a notice within such 90-day period, the Purchase Option
shall automatically expire and terminate effective upon the expiration of such 90-day period.




          (b) Within 10 days after delivery to the Participant of the Company’s notice of the exercise
of the Purchase Option pursuant to subsection (a) above, the Participant (or his estate) shall,
pursuant to the provisions of the Joint Escrow Instructions referred to in Section 7 below, tender
to the Company at its principal offices the certificate or certificates representing the Shares
which the Company has elected to purchase in accordance with the terms of this Agreement, duly
endorsed in blank or with duly endorsed stock powers attached thereto, all in form suitable for the
transfer of such Shares to the Company. Promptly following its receipt of such certificate or
certificates, the Company shall pay to the Participant the aggregate Option Price for such Shares
(provided that any delay in making such payment shall not invalidate the Company’s exercise of the
Purchase Option with respect to such Shares).




          (c) After the time at which any Shares are required to be delivered to the Company for
transfer to the Company pursuant to subsection (b) above, the Company shall not pay any dividend to
the Participant on account of such Shares or permit the Participant to exercise any of the
privileges or rights of a stockholder with respect to such Shares, but shall, in so far as
permitted by law, treat the Company as the owner of such Shares.




          (d) The Option Price may be payable, at the option of the Company, in cancellation of all or a
portion of any outstanding indebtedness of the Participant to the Company or in cash (by check) or
both.




          (e) The Company shall not purchase any fraction of a Share upon exercise of the Purchase
Option, and any fraction of a Share resulting from a computation made pursuant to Section 2 of this
Agreement shall be rounded to the nearest whole Share (with any one-half Share being rounded
upward).




          (f) The Company may assign its Purchase Option to one or more persons or entities.





- 2 -









 








     4. Restrictions on Transfer. The Participant shall not sell, assign, transfer,
pledge, hypothecate or otherwise dispose of, by operation of law or otherwise (collectively
“transfer”) any Shares, or any interest therein, that are subject to the Purchase Option, except
that the Participant may transfer such Shares (i) to or for the benefit of any spouse, children,
parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Board of
Directors (collectively, “Approved Relatives”) or to a trust established solely for the benefit of
the Participant and/or Approved Relatives, provided that such Shares shall remain subject
to this Agreement (including without limitation the restrictions on transfer set forth in this
Section 4 and the Purchase Option) and such permitted transferee shall, as a condition to such
transfer, deliver to the Company a written instrument confirming that such transferee shall be
bound by all of the terms and conditions of this Agreement or (ii) as part of the sale of all or
substantially all of the shares of capital stock of the Company (including pursuant to a merger or
consolidation), provided that, in accordance with the Plan, the securities or other
property received by the Participant in connection with such transaction shall remain subject to
this Agreement.



     5. Agreement in Connection with Public Offering.



     The Participant agrees, in connection with the underwritten public offering of the Company’s
securities pursuant to a registration statement under the Securities Act, (i) not to sell, make
short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of
Common Stock held by the Participant (other than those shares included in the offering) without the
prior written consent of the Company or the underwriters managing such initial underwritten public
offering of the Company’s securities for a period of 90 days from the effective date of such
registration statement, and (ii) to execute any agreement reflecting clause (i) above as may be
requested by the Company or the managing underwriters at the time of such offering.



     6. Escrow.



     The Participant shall, upon the execution of this Agreement, execute Joint Escrow Instructions
in the form attached to this Agreement as Exhibit A. The Joint Escrow Instructions shall
be delivered to the Secretary of the Company, as escrow agent thereunder. The Participant shall
deliver to such escrow agent a stock assignment duly endorsed in blank, in the form attached to
this Agreement as Exhibit B, and hereby instructs the Company to deliver to such escrow
agent, on behalf of the Participant, the certificate(s) evidencing the Shares issued hereunder.
Such materials shall be held by such escrow agent pursuant to the terms of such Joint Escrow
Instructions.



     7. Restrictive Legends.



     All certificates representing Shares shall have affixed thereto legends in substantially the
following form, in addition to any other legends that may be required under federal or state
securities laws:




“The shares of stock represented by this certificate are subject to
restrictions on transfer and an option to purchase set forth in a



- 3 -









 






certain Restricted Stock Agreement between the corporation and the
registered owner of these shares (or his predecessor in interest),
and such Agreement is available for inspection without charge at the
office of the Secretary of the corporation.”



     8. Provisions of the Plan. This Agreement is subject to the provisions of the Plan, a
copy of which is furnished to the Participant with this Agreement.



     9. Withholding Taxes; Section 83(b) Election.



          (a) The Participant acknowledges and agrees that the Company has the right to deduct from
payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind
required by law to be withheld with respect to the purchase of the Shares by the Participant or the
lapse of the Purchase Option.




          (b) The Participant has reviewed with the Participant’s own tax advisors the federal, state,
local and foreign tax consequences of this investment and the transactions contemplated by this
Agreement. The Participant is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Participant understands that the
Participant (and not the Company) shall be responsible for the Participant’s own tax liability that
may arise as a result of this investment or the transactions contemplated by this Agreement. The
Participant understands that it may be beneficial in many circumstances to elect to be taxed at the
time the Shares are purchased rather than when and as the Company’s Purchase Option expires by
filing an election under Section 83(b) of the Internal Revenue Code of 1986 with the I.R.S. within
30 days from the date of purchase.




          THE PARTICIPANT ACKNOWLEDGES THAT IT IS THE PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE PARTICIPANT REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PARTICIPANT’S BEHALF.




     10. Miscellaneous.



          (a) No Rights to Employment. The Participant acknowledges and agrees that 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 or director for the vesting
period, for any period, or at all.




          (b) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision of this Agreement,
and each other provision of this Agreement shall be severable and enforceable to the extent
permitted by law.




- 4 -









 








          (c) Waiver. Any provision for the benefit of the Company contained in this Agreement
may be waived, either generally or in any particular instance, by the Board of Directors of the
Company.




          (d) Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Company and the Participant and their respective heirs, executors, administrators, legal
representatives, successors and assigns, subject to the restrictions on transfer set forth in
Sections 4 and 5 of this Agreement.




          (e) Notice. All notices required or permitted hereunder shall be in writing and
deemed effectively given upon personal delivery or five days after deposit in the United States
Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto
at the address shown beneath his or its respective signature to this Agreement, or at such other
address or addresses as either party shall designate to the other in accordance with this Section
12(e).




          (f) Pronouns. Whenever the context may require, any pronouns used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns
and pronouns shall include the plural, and vice versa.




          (g) Entire Agreement. This Agreement and the Plan constitute the entire agreement
between the parties, and supersedes all prior agreements and understandings, relating to the
subject matter of this Agreement.




          (h) Amendment. This Agreement may be amended or modified only by a written instrument
executed by both the Company and the Participant.




          (i) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable
conflicts of laws.





          (j) Participant’s Acknowledgments. The Participant acknowledges that he or she: (i)
has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution
of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to
seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully
aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of
Wilmer Cutler Pickering Hale and Dorr LLP, is acting as counsel to the Company in connection with
the transactions contemplated by the Agreement, and is not acting as counsel for the Participant.




- 5 -









 








     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	 	ECLIPSYS CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Robert J. Colletti
	

	 	 	 	 
	

	 	Name:
	 	Robert J. Colletti
	

	 	 	 	 
	

	 	Title:
	 	Senior Vice President and
	

	 	 	 	 
	

	 	 	 	Chief Financial Officer
	

	 	 	 	 
	 
	 	 	 	 
	

	 	/s/ Eugene V. Fife
	

	 	 
	

	 	EUGENE V. FIFE
	 
	 	 	 	 
	

	 	Address: Zero Court Square
	

	 	 	 	    Charlottesville, VA 22902






- 6 -









 






Exhibit A




ECLIPSYS CORPORATION




Joint Escrow Instructions




_________,
[   ]




Robert J. Colletti

Secretary

Eclipsys Corporation

1750 Clint Moore Road

Boca Raton, Florida 33487



Dear Sir:




     As Escrow Agent for Eclipsys Corporation, a Delaware corporation, and its successors in
interest under the Restricted Stock Agreement (the “Agreement”) of even date herewith, to which a
copy of these Joint Escrow Instructions is attached (the “Company”), and the undersigned person
(“Holder”), you are hereby authorized and directed to hold the documents delivered to you pursuant
to the terms of the Agreement in accordance with the following instructions:



     1. Appointment. Holder irrevocably authorizes the Company to deposit with you any
certificates evidencing Shares (as defined in the Agreement) to be held by you hereunder and any
additions and substitutions to said Shares. For purposes of these Joint Escrow Instructions,
“Shares” shall be deemed to include any additional or substitute property. Holder does hereby
irrevocably constitute and appoint you as his attorney-in-fact and agent for the term of this
escrow to execute with respect to such Shares all documents necessary or appropriate to make such
Shares negotiable and to complete any transaction herein contemplated. Subject to the provisions
of this Section 1 and the terms of the Agreement, Holder shall exercise all rights and privileges
of a stockholder of the Company while the Shares are held by you.



     2. Closing of Purchase.



          (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company
shall give to Holder and you a written notice specifying the purchase price for the Shares, as
determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the
principal office of the Company. Holder and the Company hereby irrevocably authorize and direct
you to close the transaction contemplated by such notice in accordance with the terms of said
notice.




          (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary
for the transfer of the Shares, (ii) to fill in on such form or forms the number of




- 7 -









 








Shares being
transferred, and (iii) to deliver same, together with the certificate or certificates
evidencing the Shares to be transferred, to the Company against the simultaneous delivery to
you of the purchase price for the Shares being purchased pursuant to the Agreement.




     3. Withdrawal. The Holder shall have the right to withdraw from this escrow any
Shares as to which the Purchase Option (as defined in the Agreement) has terminated or expired.



     4. Duties of Escrow Agent.



          (a) Your duties hereunder may be altered, amended, modified or revoked only by a writing
signed by all of the parties hereto.




          (b) You shall be obligated only for the performance of such duties as are specifically set
forth herein and may rely and shall be protected in relying or refraining from acting on any
instrument reasonably believed by you to be genuine and to have been signed or presented by the
proper party or parties. You shall not be personally liable for any act you may do or omit to do
hereunder as Escrow Agent or as attorney-in-fact of Holder while acting in good faith and in the
exercise of your own good judgment, and any act done or omitted by you pursuant to the advice of
your own attorneys shall be conclusive evidence of such good faith.




          (c) You are hereby expressly authorized to disregard any and all warnings given by any of the
parties hereto or by any other person or entity, excepting only orders or process of courts of law,
and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any
court. If you are uncertain of any actions to be taken or instructions to be followed, you may
refuse to act in the absence of an order, judgment or decrees of a court. In case you obey or
comply with any such order, judgment or decree of any court, you shall not be liable to any of the
parties hereto or to any other person or entity, by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated
or found to have been entered without jurisdiction.




          (d) You shall not be liable in any respect on account of the identity, authority or rights of
the parties executing or delivering or purporting to execute or deliver the Agreement or any
documents or papers deposited or called for hereunder.




          (e) You shall be entitled to employ such legal counsel and other experts as you may deem
necessary properly to advise you in connection with your obligations hereunder and may rely upon
the advice of such counsel.




          (f) Your rights and responsibilities as Escrow Agent hereunder shall terminate if (i) you
cease to be Secretary of the Company or (ii) you resign by written notice to each party. In the
event of a termination under clause (i), your successor as Secretary shall become Escrow Agent
hereunder; in the event of a termination under clause (ii), the Company shall appoint a successor
Escrow Agent hereunder.





- 8 -









 








          (g) If you reasonably require other or further instruments in connection with these Joint
Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in
furnishing such instruments.




          (h) It is understood and agreed that if you believe a dispute has arisen with respect to the
delivery and/or ownership or right of possession of the securities held by you hereunder, you are
authorized and directed to retain in your possession without liability to anyone all or any part of
said securities until such dispute shall have been settled either by mutual written agreement of
the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction
after the time for appeal has expired and no appeal has been perfected, but you shall be under no
duty whatsoever to institute or defend any such proceedings.




          (i) These Joint Escrow Instructions set forth your sole duties with respect to any and all
matters pertinent hereto and no implied duties or obligations shall be read into these Joint Escrow
Instructions against you.




          (j) The Company shall indemnify you and hold you harmless against any and all damages, losses,
liabilities, costs, and expenses, including attorneys’ fees and disbursements, (including without
limitation the fees of counsel retained pursuant to Section 4(e) above, for anything done or
omitted to be done by you as Escrow Agent in connection with this Agreement or the performance of
your duties hereunder, except such as shall result from your gross negligence or willful
misconduct.




     5. Notice. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the United States Post
Office, by registered or certified mail with postage and fees prepaid, addressed to each of the
other parties thereunto entitled at the following addresses, or at such other addresses as a party
may designate by ten days’ advance written notice to each of the other parties hereto.



	 	 	 	 	 
	

	 	COMPANY:
	 	Notices to the Company shall be sent to the address set
forth in the salutation hereto, Attn: President
	 
	 	 	 	 
	

	 	HOLDER:
	 	Notices to Holder shall be sent to the address set forth
below Holder’s signature below.
	 
	 	 	 	 
	

	 	ESCROW AGENT:
	 	Notices to the Escrow Agent shall be sent to the address set
forth in the salutation hereto.






     6. Miscellaneous.



          (a) By signing these Joint Escrow Instructions, you become a party hereto only for the purpose
of said Joint Escrow Instructions, and you do not become a party to the Agreement.





- 9 -









 








          (b) This instrument shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.




	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	ECLIPSYS CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	 	 	HOLDER:
	 
	 	 	 	 
	 	 	 
	

	 	 	 	EUGENE V. FIFE
	 
	 	 	 	 
	

	 	Address:	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 






	 	 	 	 	 	 	 
	 	 	Date Signed:	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	ESCROW AGENT:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 







- 10 -









 






	 	 	 
	

	 	Exhibit B
	 
	 	 
	

	 	(STOCK ASSIGNMENT SEPARATE FROM CERTIFICATE)






     FOR VALUE RECEIVED, I hereby sell, assign and transfer unto                          
(               ) shares of Common Stock, $0.01 par value per share, of Eclipsys Corporation (the
“Corporation”) standing in my name on the books of the Corporation represented by Certificate(s)
Number                 herewith, and do hereby irrevocably constitute and appoint                              
attorney to transfer the said stock on the books of the Corporation with full power of substitution
in the premises.



	 	 	 	 	 	 	 
	

	 	Dated:	 	 	 	 
	

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	IN PRESENCE OF
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 	 	 





     NOTICE: The signature(s) to this assignment must correspond with the name as written upon the
face of the certificate, in every particular, without alteration, enlargement, or any change
whatever and must be guaranteed by a commercial bank, trust company or member firm of the Boston,
New York or Midwest Stock Exchange.





- 11 -