**Exhibit 10.2**
EMPLOYMENT AGREEMENT
     THIS EMPLOYMENT AGREEMENT (the “Agreement”), made this 29th day of April, 2005, is enteredinto by Eclipsys Corporation, a Delaware corporation with its principal place of business at 1750Clint Moore Road, Boca Raton, Florida 33487 (the “Company”), and Eugene V. Fife, residing inCharlottesville, Virginia (the “Employee”).
     The Company desires to employ the Employee and the Employee desires to be employed by theCompany. In consideration of the mutual covenants and promises contained in this Agreement andother good and valuable consideration, the receipt and sufficiency of which are hereby acknowledgedby the parties to this Agreement, the parties agree as follows:
     1. Title; Capacity. The Employee shall serve as Chief Executive Officer and Presidentor in such other position as the Company or its Board of Directors (the “Board”) may determine fromtime to time. The Employee shall be subject to the supervision of, and shall have such authorityas is delegated to the Employee by, the Board. The Company and the Employee anticipate that theEmployee will serve as Chief Executive Officer and President on an interim basis. The Employeeagrees to assist the Board in identifying and selecting a permanent Chief Executive Officer andPresident and to facilitate the transition upon the appointment of the Employee’s successor.
     The Employee hereby accepts such employment and agrees to undertake the duties andresponsibilities inherent in such position and such other duties and responsibilities as the Boardor its designee shall from time to time reasonably assign to the Employee. The Employee agrees todevote his primary business time, attention and energies to the business and interests of theCompany during his employment with the Company. The Employee agrees to abide by the rules,regulations, instructions, personnel practices and policies of the Company and any changes thereinthat may be adopted from time to time by the Company.
     2. Compensation and Benefits.
          2.1 Salary. The Company shall pay the Employee, in periodic installments inaccordance with the Company’s customary payroll practices, a monthly base salary of $62,500commencing on the date hereof. Such salary may be subject to increase, but not decrease,thereafter as determined by the Board. This Agreement shall not affect in any way the compensationthat the Employee receives from the Company as a member of the Board.
          2.2 Fringe Benefits. The Employee shall be entitled to participate in all bonus andbenefit programs that the Company establishes and makes available to its employees, if any, to theextent that the Employee is eligible under the applicable plan documents. The Employee shall beentitled to four (4) weeks paid vacation per year, to be taken at such times as may be approved bythe Board or its designee.
 

 

          2.3 Reimbursement of Expenses. The Company shall reimburse the Employee for allreasonable travel, entertainment and other expenses incurred or paid by the Employee in connectionwith, or related to, the performance of his duties, responsibilities or services under thisAgreement, in accordance with Company policies and procedures and subject to limitations adopted bythe Company from time to time. The Employee shall be entitled to use Netjets Inc. charter airlineservices for business travel if no non-stop commercial flight is available on a timely basis to theEmployee’s destination; provided however, that the Employee shall use reasonable efforts to utilizethe Company’s existing airplane charter services, whenever reasonably practicable.
          2.4 Withholding. All salary, bonus and other compensation payable to the Employeeshall be subject to applicable withholding taxes.
     3. Termination of Employment. The employment of the Employee by the Company pursuantto this Agreement is on an at-will basis and shall terminate at the election of either party at anytime, with or without notice and for any reason.
     4. Effect of Termination.
          4.1 Payments Upon Termination. In the event the Employee’s employment is terminatedby either party, the Company shall pay to the Employee the compensation and benefits otherwisepayable to him under Section 2 through the last day of his actual employment by the Company.
          4.2 Survival. The provisions of Section 5 and any related provisions shall survivethe termination of this Agreement and the Employee’s employment.
     5. Nonsolicitation, Proprietary Information and Developments.
          5.1 Nonsolicitation. The Employee acknowledges and agrees that during his employmentwith the Company and for a period of twelve (12) months thereafter, the Employee shall not, in thegeographical areas that the Company or any of its subsidiaries does business or has done businessat the time of the Employee’s departure, directly or indirectly:
               (a) either alone or in association with others: (i) solicit, recruit, induce or attempt tosolicit, recruit or induce, or permit any organization directly or indirectly controlled by theEmployee to solicit, recruit, induce or attempt to solicit, recruit or induce, any employee of theCompany to leave the employ of the Company; or (ii) solicit, recruit, induce or attempt to solicit,recruit or induce for employment or hire or engage as an independent contractor, or permit anyorganization directly or indirectly controlled by the Employee to solicit, recruit, induce orattempt to solicit, recruit or induce for employment or hire or engage as an independentcontractor, any person who was employed by the Company at any time during the term of theEmployee’s employment with the Company; provided, however, that this clause (ii)shall not apply to any individual’s employment with the Company that has been terminated for aperiod of six (6) months or longer; or
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               (b) either alone or in association with others, solicit, divert or take away or attempt tosolicit, divert or take away, or permit any organization directly or indirectly controlled by theEmployee to solicit, divert or take away or attempt to solicit, divert or take away, the businessor patronage of any of the clients, customers or accounts or prospective clients, customers oraccounts of the Company that were contacted, solicited or served by the Company at any time duringthe term of the Employee’s employment with the Company.
          5.2 Proprietary Information.
               (a) The Employee agrees that all information, whether or not in writing, of a private, secretor confidential nature concerning the Company’s business, business relationships or financialaffairs (collectively, “Proprietary Information”) is and shall be the exclusive property of theCompany. By way of illustration, but not limitation, Proprietary Information may includediscoveries, inventions, products, product improvements, product enhancements, processes, methods,techniques, formulas, compositions, compounds, negotiation strategies and positions, projects,developments, plans (including business and marketing plans), research data, clinical data,financial data (including sales costs, profits and pricing methods), personnel data, computerprograms (including software used pursuant to a license agreement), customer and supplier lists,and contacts at or knowledge of customers or prospective customers of the Company. The Employeewill not disclose any Proprietary Information to any person or entity or use the same for anyunauthorized purpose, or permit such disclosure or use by any third party, either during or afterhis employment, unless and until such Proprietary Information has become public knowledge withoutfault by the Employee.
               (b) The Employee agrees that all files, disks, documents, letters, memoranda, reports,records, data, sketches, drawings, models, laboratory notebooks, program listings, computerequipment or devices, computer programs or other written, photographic, or other tangible materialcontaining Proprietary Information, whether created by the Employee or others, which came into hiscustody or possession, is the exclusive property of the Company. Except to the extent necessary tothe continued performance of the Employee’s duties as a member of the Company’s Board, all suchmaterials or copies thereof and all tangible property of the Company in the custody or possessionof the Employee shall be returned to the Company on or before the termination of his employmentwith the Company.
               (c) The Employee agrees that his obligation not to disclose or use information and materialsof the types set forth in Sections 5.2(a) and (b) above, and his obligation to return materials andtangible property set forth in Section 5.2(b) above, also extends to such types of information,materials and tangible property of customers of the Company or suppliers to the Company or otherthird parties who may have disclosed or entrusted the same to the Company or to the Employee.
          5.3 Developments. If, during the Employee’s employment with the Company, the Employeediscovers, invents, improves or creates, either on his own or jointly with others, any process,design, invention, discovery, article, computer program, documentation or work of authorship (a“Development”) that arose out his employment with the Company, such Development shall be theexclusive property of the Company. The Employee agrees to promptly disclose to the Company inwriting the existence of any such Development. Without additional
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compensation, the Employee also agrees to execute any documents that the Company deemsappropriate for protecting such Development and the Company’s intellectual property rights therein.The Employee further agrees to assign and transfer to the Company his entire right, title andinterest in and to such Developments, including any moral rights that the Employee may claim in anyDevelopments, to perfect assignment and otherwise fully evidence the Company’s ownership of suchDevelopments. The Company shall pay its expenses of securing any intellectual propertyregistration. The Employee agrees to cooperate with the Company with respect to any proceedinginvolving any of the Developments, regardless of his relationship with the Company at the time ofsuch proceeding.
          5.4 Interpretation. If the Employee violates the provisions of Section 5.1 of thisAgreement, the Employee shall continue to be bound by the restrictions set forth in such sectionuntil a period of twelve (12) months has expired without any violation of such provisions. If anyrestriction set forth in this Section 5 is found by any court of competent jurisdiction to beunenforceable because it extends for too long a period of time or over too great a range ofactivities or in too broad a geographic area, it shall be interpreted to extend only over themaximum period of time, range of activities or geographic area as to which it may be enforceable.
     6. Other Agreements. The Employee hereby represents that he is not bound by the termsof any agreement with any previous employer or other party to refrain from using or disclosing anytrade secret or confidential or proprietary information in the course of his employment with theCompany or to refrain from competing, directly or indirectly, with the business of such previousemployer or any other party. The Employee further represents that his performance of all of theterms of this Agreement and as an employee of the Company does not and will not breach anyagreement to keep in confidence proprietary information, knowledge or data acquired by him inconfidence or in trust prior to his employment with the Company.
     7. Miscellaneous.
          7.1 Notices. Any notice delivered under this Agreement shall be deemed duly deliveredfour (4) business days after it is sent by registered or certified mail, return receipt requested,postage prepaid, or one (1) business day after it is sent for next-business day delivery via areputable nationwide overnight courier service, to the Company at the address set forth in theintroductory paragraph hereto or to the Employee at the address then reflected in the Company’spayroll records. Either party may change the address to which notices are to be delivered bygiving notice of such change to the other party in the manner set forth in this Section 7.1.
          7.2 Pronouns. Whenever the context may require, any pronouns used in this Agreementshall include the corresponding masculine, feminine or neuter forms, and the singular forms ofnouns and pronouns shall include the plural and vice versa.
          7.3 Entire Agreement. This Agreement constitutes the entire agreement between theparties and supersedes all prior agreements and understandings, whether written or oral, relatingto the subject matter of this Agreement.
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          7.4 Amendment. This Agreement may be amended or modified only by a written instrumentexecuted by both the Company and the Employee. The Company and the Employee agree that if the Employee remains the Company’s Chief Executive Officer and President after December 31, 2005, that they will each enterinto negotiations in good faith with respect to a new arrangement for the Employee’s employment, provided that nothing in this Section 7.4 shall modify the at-will nature of the Employee’s employment with the Company, as set forth in Section 3 above.
          7.5 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of Florida (without reference to the conflicts of laws provisionsthereof). Any action, suit or other legal proceeding arising under or relating to any provision ofthis Agreement shall be commenced only in a court of the State of Florida (or, if appropriate, afederal court located within the State of Florida), and the Company and the Employee each consentsto the jurisdiction of such a court. The Company and the Employee each hereby irrevocably waiveany right to a trial by jury in any action, suit or other legal proceeding arising under orrelating to any provision of this Agreement.
          7.6 Successors and Assigns. This Agreement shall be binding upon and inure to thebenefit of both parties and their respective successors and assigns, including any corporation withwhich, or into which, the Company may be merged or which may succeed to the Company’s assets orbusiness; provided, however, that the obligations of the Employee are personal andshall not be assigned by him.
          7.7 Waivers. No delay or omission by the Company in exercising any right under thisAgreement shall operate as a waiver of that or any other right. A waiver or consent given by theCompany on any one occasion shall be effective only in that instance and shall not be construed asa bar to or waiver of any right on any other occasion.
          7.8 Captions. The captions of the sections of this Agreement are for convenience ofreference only and in no way define, limit or affect the scope or substance of any section of thisAgreement.
          7.9 Severability. In case any provision of this Agreement shall be invalid, illegalor otherwise unenforceable, the validity, legality and enforceability of the remaining provisionsshall in no way be affected or impaired thereby.
     THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, HAS HAD AN OPPORTUNITY TOFULLY DISCUSS AND REVIEW THE TERMS OF THIS AGREEMENT WITH AN ATTORNEY AND UNDERSTANDS AND AGREES TOALL OF THE PROVISIONS IN THIS AGREEMENT.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year setforth above.       ECLIPSYS CORPORATION      By: /s/ Robert J. Colletti          Name: Robert J. Colletti          Title: Senior Vice President and       Chief Financial Officer           EMPLOYEE       /s/ Eugene V. Fife     EUGENE V. FIFE
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