Untitled Document


Exhibit 10.2 


PERFORMANCE-BASED
RESTRICTED STOCK AWARD FOR OFFICERS  

AND OTHER EMPLOYEES



	To: 	 	 
	 	

	 	 Name
	 	 	 
	 	

	 	Address
	 	 	 
	Date of Grant:
	 	 	




     You
are  hereby  issued,  effective  as of the  date  hereof (the “Issue  Date”),
__________  shares of  restricted  common stock,  $0.10 par value per share (“Common
Stock”),  of  HealthAxis  Inc., a Pennsylvania  corporation (the “Company”),
pursuant  to the  Company’s  2005  Stock  Incentive  Plan (the  “Plan”). 


     Provided
that you remain  continuously  employed  by  the Company or a subsidiary  corporation  or
other  affiliate,  your restricted  Common Stock,  subject to the other terms and
conditions  set  forth  herein,  shall  become  vested  in  accordance  with the
following  schedule upon  satisfaction of  the following performance conditions: 



	  Vesting Date and Performance 

    Conditions   
	
	     Percentage

  of Stock Vested
 

    

	
        

        
	
	
        

        

	
	
	 % 

        % 

        % 

        % 

        %
        

    




     In
addition,  all of the shares of restricted  Common  Stock  shall  become  vested  in  the
event  of a  Change  of  Control  while  you  are  employed  by  the  Company.  Upon
termination  of your  employment,  any  shares  of  restricted  Common  Stock that have
not vested  shall be  forfeited to the  Company  without  consideration,  subject  to
Sections  10.1  through 10.5 of the Plan. 


     If
you  are  employed  by  a  Company  subsidiary  corporation  or  other  affiliate,  your
employment  shall be  deemed to have  terminated  on the date your  employer  ceases  to
be a Company  subsidiary  corporation or affiliate,  unless  you are on that date
transferred  to the  Company  or another  Company  subsidiary  corporation  or
affiliate.  Your  employment  shall not be deemed to have  terminated if you are
transferred  from  the  Company  to  a  Company  subsidiary  corporation  or other
affiliate,  or vice versa,  or from one  Company  subsidiary  corporation  or  affiliate
to  another  Company subsidiary corporation or affiliate. 














     At
the  election  of  the  Company,  all  original  certificates  evidencing  shares of
restricted  Common  Stock  shall be held by the Company for your  benefit  until when the
transfer  of  such  shares  are  no  longer  subject  to  the  restrictions  set out in
the Plan and  this  award  agreement.  You shall be  entitled  to current  payment  of
any  dividends  declared with respect to the restricted Common Stock. 


     Within
30  days  after  the  date  of  this  award  agreement,  you  may  make  an  election
with  the  Internal  Revenue  Service under  Section 83(b) of the Internal  Revenue  Code
and  the  regulations  promulgated  thereunder.  The  parties  agree that for such
purposes  the fair market  value  of the  restricted  Common Stock on the issue date is
equal to  $__.__  per share. 


     All
shares  of  restricted  Common  Stock  granted  hereunder shall not be sold,  assigned,
transferred,  pledged  or otherwise  encumbered  unless and until the shares proposed  to
be sold or transferred are vested. 


     The
certificate(s)  representing  the  shares  of  restricted  Common  Stock  granted  hereby
will be stamped or  otherwise  imprinted  with  the  legend  required  by the Plan  with
respect to any  applicable  restrictions  on the sale or  transfer of such  shares,  and
the stock  transfer  records of  the Company  will  reflect  stop  transfer  instructions
with  respect to such shares. 


     Nothing
herein  shall  modify  your  status  as  an  at-will  employee  of  the  Company  or  the
terms  of  any  employment  agreement  between  you  and  the  Company  (if  applicable).
Further,  nothing  herein  guarantees  you  employment  for any  specified  period  of
time.  This  means  that either you or the Company may terminate  your  employment  at
any time  for any  reason,  or no  reason,  subject  to the  terms  of  any  employment
agreement  between  you  and  the  Company (if  applicable).  You recognize  that,  for
instance,  you  may  terminate  your  employment  or  the  Company  may  terminate  your
employment  prior to the  date on which  your  restricted Common Stock becomes vested. 


     Any
dispute  or  disagreement  between  you  and the  Company with respect to any portion of
this  restricted  stock  award or its validity,  construction,  meaning, performance or
your  rights  hereunder  shall be  settled by  arbitration  in  accordance  with  the
Commercial  Arbitration  Rules  of  the  American  Arbitration  Association  or  its
successor,  as  amended from time to time.  However,  prior to  submission  to
arbitration  you will  attempt  to  resolve  any  disputes  or  disagreements  with the
Company  over this award  amicably and  informally,  in good  faith,  for a period  not
to exceed  two  weeks.  Thereafter,  the  dispute  or  disagreement  will  be  submitted
to  arbitration.  At any time  prior to a  decision  from the  arbitrator(s)  being
rendered,  you and the Company  may  resolve the  dispute by  settlement.  You and the
Company  shall  equally  share  the  costs  charged  by  the  American  Arbitration
Association  or its  successor,  but  you and the  Company  shall  otherwise be solely
responsible  for your own  respective  counsel  fees and  expenses.  The  decision of the
arbitrator(s)  shall be made in  writing,  setting  forth  the  award,  if any,  the
reasons for the  decision  and award,  if  any,  and  shall  be  binding  and  conclusive
on you and the  Company.  Further,  neither you nor the Company  shall  appeal  any such
award,  if any.  Judgment  of a court  of  competent  jurisdiction  may  be  entered
upon  the  award  and  may  be  enforced  as such in  accordance  with the  provisions
of the  award. 


-2- 











     This
restricted  stock award shall be subject to the  terms  of the  Plan  in  effect  on the
date  the  restricted  Common  Stock is issued,  which terms are hereby  incorporated
herein by reference  and made a part  hereof.  In the event of  any  conflict  between
the terms of this  award and the terms  of the Plan in  effect  on the  issue  date,  the
terms of the  Plan  shall  govern.  This  award  agreement  and  the  Plan  constitute
the entire  understanding  between the Company and  you  with  respect  to  the  subject
matter  hereof  and  no  amendment,  supplement or waiver of this award  agreement,  in
whole or in part,  shall be binding  upon the  Company  unless  in writing and signed by
the  President of the  Company.  This  award  agreement  and  the  performances  of  the
parties  hereunder  shall be construed in accordance  with and governed  by the laws of
the Commonwealth of Pennsylvania. 


     You
agree  that  you are  acquiring  the  restricted  Common  Stock for  investment  purposes
and not with a view to  the  resale or  distribution  thereof;  that the  Company  may
withhold  from  you any tax  which  the  Company  believes  is  required to be  withheld
with  respect to any  benefit  under  the  Plan or this  award  agreement,  and to hold
as  security  for  the  amount  to  be  withheld  any  property  otherwise  distributable
to  you  under  the  Plan  until  the  amounts  required to be withheld  have been so
withheld;  and that you  will  make  appropriate  arrangements  with  the  Company  for
satisfaction  of  any  applicable  federal,  state  or  local  income tax withholding
requirements or like requirements. 


     If
you  become  obligated  to return all or a portion  of your shares of  restricted  Common
Stock to the Company due  to a  cancellation  or forfeiture  of such shares  pursuant to
this  award  agreement,  and  you  fail  to  deliver  the  certificates  representing
such shares in accordance with the  terms  of  this  award  agreement,  the  Company
may,  at its  option,  in addition to all other  remedies it may have,  send  to you,  to
the  address  listed on the books of the  Company,  written  notice and  thereupon  shall
cancel on its books the  certificates  representing  the shares to be  returned  to the
Company.  Thereupon,  all  of  your  rights  in  and  to  said  shares  shall  terminate.
The Company  shall not be obligated  to give  notice to any holder of shares of
restricted  Common  Stock if such  holder  does not  appear on the stock  transfer
ledger  of  the  Company  as the  registered  holder  of  such  shares. 


	 	HEALTHAXIS INC.
	 	 	 
	 	 	 
	 	By: 	 
	 	 	




-3- 









     By
my  signature  below,  I  acknowledge  that I have  received a copy of the Company’s
2005 Stock  Incentive  Plan,  and I have had an  opportunity  to  review  the  Award and
the  federal  income tax  consequences  thereof  with a tax advisor  of my choosing. 




	 	  EMPLOYEE
	 	 	 
	 	 	 
	 	 Name:	 
	 	 	

	 	 	 
	 	Signature	 
	 	 	




-4-