Untitled Document


Exhibit 10.1 

RESTRICTED
STOCK AWARD FOR DIRECTORS


	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 in  continuous  service as a  member of the Company’s  Board of
Directors,  your  restricted  Common Stock,  subject to the other terms and  conditions
set  forth  herein,  shall  become  vested in  accordance  with the  following schedule: 

	 Vesting Date 
	
	 Cumulative Percentage 

        of Stock Vested 

    

	
        

        
	
	
        

        

	 Issue Date 
	
	 % 

        % 

        % 

        % 



     In
addition,  all of the shares of restricted  Common  Stock  shall  become  vested  in  the
event  of a  Change  of  Control  while you are serving as a Director  of the  Company.
In the event you cease to serve as a Director  of the  Company  prior  to  any of the
above  vesting  dates,  any  shares  of  restricted  Common  Stock  that  have  not
vested  shall  be  forfeited to the Company  without  consideration  effective as  of the
date you no  longer  serve on the  Board of  Directors.  Shares of restricted  Common
Stock  granted  hereunder may not  be  sold,  assigned,  transferred,  pledged  or
otherwise  encumbered  unless  and until the shares  proposed  to be sold  or transferred
are vested. 


     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  


1 











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. 


     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. 


     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. 


     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. 


     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  


-2- 













holder  does
not  appear on the stock  transfer  ledger  of  the  Company  as the  registered  holder
of  such  shares. 

	 	HEALTHAXIS INC.
	 	 	 
	 	 	 
	 	By: 	 
	 	 	







     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. 

	 	 DIRECTOR
	 	 	 
	 	 	 
	 	 Name:	 
	 	 	

	 	 	 
	 	Signature	 
	 	 	







-3-