Exhibit 10.1**RESTRICTED STOCK AGREEMENT**     This Restricted Stock Agreement (this **“Agreement"**) is made as of                                byEclipsys Corporation, a Delaware corporation (“**Eclipsys**”)and                                         (“**Recipient**”) to govern awards of restricted stock by Eclipsys to Recipient made from time to time pursuant to GrantNotices (as defined below) that reference this Agreement as governing the awards reflected therein.     **1.**     **Grants of Restricted Stock.**From time to time in its discretion, Eclipsys may grant andissue to Recipient shares of Eclipsys’s common stock that are subject to the restrictions describedin and other provisions of this Agreement (the “**Restricted Stock**”). No grants of Restricted Stockare promised by this Agreement. Each grant of Restricted Stock will be documented by a writtennotice delivered by Eclipsys to Recipient (a **“Grant Notice"**) stating: (i) that the Restricted Stockdescribed therein is subject to this Agreement, (ii) the number of shares of Restricted Stocksubject to the grant, (iii) the schedule and any other conditions for vesting of the RestrictedStock, and (iv) such other terms and conditions applicable to the Restricted Stock as Eclipsys maydetermine. As a condition to each grant of Restricted Stock, Recipient is required to pay toEclipsys $.01 by cash or check for each share of Restricted Stock (the “**AcquisitionConsideration**”).     **2.**     **Governing Plan.**The Restricted Stock shall be granted pursuant to and (except asspecifically set forth herein or in another written agreement between Eclipsys and Recipient)subject in all respects to the applicable provisions of the Eclipsys Corporation 2005 StockIncentive Plan or its successor plan (the “**Plan**”), which are incorporated herein by reference.Terms not otherwise defined in this Agreement have the meanings ascribed to them in the Plan.     **3.**     **Restrictions on the Restricted Stock.**     (a)      Limitation on Transfer. The Restricted Stock (including any shares received byRecipient with respect to shares of Restricted Stock as a result of stock dividends, stock splitsor any other form of recapitalization or a similar transaction affecting Eclipsys’s securitieswithout receipt of consideration) may not be sold, assigned, transferred, pledged, hypothecated orotherwise disposed of, alienated or encumbered unless and until the conditions to vesting set forthin the Grant Notice are met and any additional requirements or restrictions contained in thisAgreement, the Grant Notice or the Plan have been satisfied, terminated or expressly waived byEclipsys in writing. However, this will not prohibit nominal transfers of Restricted Stock forestate planning purposes that do not effect a change in beneficial ownership, if the transfereeagrees in writing to the terms of this Agreement. Satisfaction of the conditions to vesting setforth in the Grant Notice and any additional requirements or restrictions contained in thisAgreement, and the resulting removal of the restrictions imposed hereunder from particular sharesof Restricted Stock, is also referred to as “vesting” of those shares and shares from which therestrictions have been removed are referred to as “vested.”     (b)      Cancellation of Restricted Stock. Notwithstanding Section 3(a), butsubject to the Plan, any applicable Grant Notice, and any other separate written agreement betweenEclipsys and Recipient providing for vesting of any Restricted Stock in connection with terminationof Recipient’s employment or service or a change in control of Eclipsys, if any Cancellation Eventoccurs, then (i) vesting of any shares of Restricted Stock originally scheduled to vest after thetime that Cancellation Event occurred will cease; (ii) any grant insofar as it relates toRestricted Stock that has not yet vested will be cancelled; (iii) unvested Restricted Stock will beforfeited to Eclipsys and all rights of Recipient as a stockholder of suchRestricted Stock Agreement