Exhibit 10.2

# IDX Systems Corporation

Executive Retention
Agreement


(CEO/COO)

THIS
EXECUTIVE RETENTION AGREEMENT (this Agreement) by and between IDX Systems
Corporation, (the Company), and the undersigned (the Executive)
is made as of __________, 2004 (the Effective Date).

WHEREAS,
the Company recognizes that, as is the case with many publicly-held corporations, the
possibility of a change in control of the Company exists and that such possibility, and
the uncertainty and questions which it may raise among key personnel, may result in the
departure or distraction of key personnel to the detriment of the Company and its
stockholders, and

WHEREAS,
the Board of Directors of the Company (the Board) has identified key positions
within the Company (Key Positions) and determined that appropriate steps
should be taken to reinforce and encourage the continued employment and dedication of the
Companys personnel in these Key Positions without distraction from the possibility
of a change in control of the Company and related events and circumstances.

NOW,
THEREFORE, as an inducement for and in consideration of the Executive remaining in its
employ, the Company agrees that the Executive shall receive the severance benefits set
forth in this Agreement in the event the Executives employment with the Company is
terminated under the circumstances described below subsequent to a Change in Control (as
defined in Section 1.1).

1.    Key Definitions.

As
used herein, the following terms shall have the following respective meanings:

1.1      Change
in Control means an event or occurrence set forth in any one or more of
subsections (a) through (d) below (including an event or occurrence that constitutes a
Change in Control under one of such subsections but is specifically exempted from another
such subsection):

(a)     the
acquisition by an individual, entity or group (within the meaning of Section
          13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
          Exchange Act)) (a Person) of beneficial ownership of
any           capital stock of the Company if, after such acquisition, such Person
          beneficially owns (within the meaning of Rule 13d-3 promulgated under the
          Exchange Act) 50% or more of either (i) the then-outstanding shares of
          common stock of the Company (the Outstanding Company Common Stock)
          or (ii) the combined voting power of the then-outstanding securities of the
          Company entitled to vote generally in the election of directors (the
          Outstanding Company Voting Securities); provided, however,
          that for purposes of this subsection (a), the following acquisitions shall not
          constitute a Change in Control: (i) any acquisition directly from the Company
          (excluding an acquisition pursuant to the exercise, conversion or exchange of
          any security exercisable for,

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convertible into or exchangeable for common stock
          or voting securities of the Company, unless the Person exercising, converting
or           exchanging such security acquired such security directly from the Company or
an           underwriter or agent of the Company), (ii) any acquisition by the Company,
(iii)           any acquisition by any employee benefit plan (or related trust) sponsored
or           maintained by the Company or any corporation controlled by the Company, (iv)
any           acquisition by any corporation pursuant to a transaction which complies
with           clauses (i) and (ii) of subsection (c) of this Section 1.1, or (v) any
          acquisition by Richard E. Tarrant or Robert H. Hoehl (each such party is
          referred to herein as an Exempt Person) of any shares of Common
          Stock; or

(b)     such
time as the Continuing Directors (as defined below) do not constitute a
          majority of the Board (or, if applicable, the Board of Directors of a successor
          corporation to the Company), where the term Continuing Director          means
at any date a member of the Board (i) who was a member of the Board on the           date
of the execution of this Agreement or (ii) who was nominated or elected
          subsequent to such date by at least a majority of the directors who were
          Continuing Directors at the time of such nomination or election or whose
          election to the Board was recommended or endorsed by at least a majority of the
          directors who were Continuing Directors at the time of such nomination or
          election; provided, however, that there shall be excluded from
          this clause (ii) any individual whose initial assumption of office occurred as
a           result of an actual or threatened election contest with respect to the
election           or removal of directors or other actual or threatened solicitation of
proxies or           consents, by or on behalf of a person other than the Board; or

(c)     the
consummation of a merger, consolidation, reorganization, recapitalization or
          statutory share exchange involving the Company or a sale or other disposition
of           all or substantially all of the assets of the Company in one or a series of
          transactions (a Business Combination), unless, immediately
following           such Business Combination, each of the following two conditions is
satisfied:           (i) all or substantially all of the individuals and entities who
were the           beneficial owners of the Outstanding Company Common Stock and
Outstanding           Company Voting Securities immediately prior to such Business
Combination           beneficially own, directly or indirectly, more than 50% of the
then-outstanding           shares of common stock and the combined voting power of the
then-outstanding           securities entitled to vote generally in the election of
directors,           respectively, of the resulting or acquiring corporation in such
Business           Combination (which shall include, without limitation, a corporation
which as a           result of such transaction owns the Company or substantially all of
the           Companys assets either directly or through one or more subsidiaries)
(such           resulting or acquiring corporation is referred to herein as the Acquiring
          Corporation) in substantially the same proportions as their ownership,
          immediately prior to such Business Combination, of the Outstanding Company
          Common Stock and Outstanding Company Voting Securities, respectively; and (ii)
          no Person (excluding the Acquiring Corporation, any employee benefit plan (or
          related trust) maintained or sponsored by the Company or by the Acquiring
          Corporation or any Exempt Person) beneficially owns, directly or indirectly,
50%           or more of the then outstanding shares of common stock of the Acquiring
          Corporation, or of the combined voting power of the then-outstanding securities
          of such corporation entitled to vote generally in the election of directors
          (except to the extent that such ownership existed prior to the Business
          Combination); or

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(d)     approval
by the stockholders of the Company of a complete liquidation or           dissolution of
the Company.

1.2     Change
in Control Date means the first date during the Term (as defined in Section 2)
on which a Change in Control occurs. Anything in this Agreement to the contrary
notwithstanding, if (a) a Change in Control occurs, (b)  the Executives
employment with the Company is terminated prior to the date on which the Change in
Control occurs, and (c) it is reasonably demonstrated by the Executive that such
termination of employment (i) was at the request of a third party who has taken steps
reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection
with or in anticipation of a Change in Control, then for all purposes of this Agreement
the Change in Control Date shall mean the date immediately prior to the date
of such termination of employment.

1.3    "Cause" means:

(a)     the
Executives willful and continued failure to substantially perform his
          reasonable assigned duties as an officer of the Company (other than any such
          failure resulting from incapacity due to physical or mental illness or any
          failure after the Executive gives notice of termination for Good Reason), which
          failure is not cured within 30 days after a written demand for substantial
          performance is received by the Executive from the Board of Directors of the
          Company which specifically identifies the manner in which the Board of
Directors           believes the Executive has not substantially performed the Executives
          duties; or

(b)     the
Executives willful engagement in illegal conduct or gross misconduct
          which is materially and demonstrably injurious to the Company.

For
purposes of this Section 1.3, no act or failure to act by the Executive shall be
considered willful unless it is done, or omitted to be done, in bad faith and
without reasonable belief that the Executives action or omission was in the best
interests of the Company.

1.4     Good
Reasonmeans the occurrence, without the Executives written consent, of
any of the events or circumstances set forth in clauses (a) through (h) below.
Notwithstanding the occurrence of any such event or circumstance, such occurrence shall
not be deemed to constitute Good Reason if, prior to the Date of Termination specified in
the Notice of Termination (each as defined in Section 3.2(a)) given by the Executive
in respect thereof, such event or circumstance has been fully corrected and the Executive
has been reasonably compensated for any losses or damages resulting therefrom (provided
that such right of correction by the Company shall only apply to the first Notice of
Termination for Good Reason given by the Executive).

The Executives right to terminate his employment for Good Reason shall not be affected by
his incapacity due to physical or mental illness.

(a)     the
assignment to the Executive of duties inconsistent in any material respect           with
the Executives position (including status, offices, titles and           reporting
requirements), authority or responsibilities in effect immediately           prior to the
earliest to occur of (i) the Change in Control Date,           (ii) the date of
the execution by the Company of the initial written           agreement or instrument
providing for the Change in Control or (iii) the           date of the adoption by
the Board of Directors of a resolution providing for the           Change in Control
(with

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the earliest to occur of such dates referred to herein           as the Measurement
Date); any failure of the Company to treat the           Executive as the company
treats other Company executives similarly situated; or           any other action or
omission by the Company which results in a material           diminution in such
position, authority or responsibilities;

(b)     a
reduction in the Executives annual base salary as in effect on the
          Measurement Date or as the same was or may be increased thereafter from time to
          time;

(c)     the
failure by the Company to (i) continue in effect any material compensation           or
benefit plan or program (including without limitation any life insurance,
          medical, health and accident or disability plan and any time off program or
          policy) (a Benefit Plan) in which the Executive participates or
          which is applicable to the Executive immediately prior to the Measurement Date,
          unless an equitable arrangement (embodied in an ongoing substitute or
          alternative plan) has been made with respect to such plan or program, (ii)
          continue the Executives participation therein (or in such substitute or
          alternative plan) on a basis not materially less favorable, both in terms of
the           amount of benefits provided and the level of the Executives
participation           relative to other participants, than the basis existing
immediately prior to the           Measurement Date or (iii) award cash bonuses to the
Executive in accordance with the Executives written agreements, including Employment
Agreements, with the Company and in amounts and in           a manner substantially consistent with past
practice during the term of this Agreement;

(d)     a change
by the Company in the location at which the Executive performs his           principal
duties for the Company to a new location that is both (i) outside a           radius of
35 miles from the Executives principal residence immediately           prior to the
Measurement Date and (ii) more than 20 miles from the location at           which the
Executive performed his principal duties for the Company immediately           prior to
the Measurement Date; or a requirement by the Company that the           Executive travel
on Company business to a substantially greater extent than           required immediately
prior to the Measurement Dates;

(e)     the
failure of the Company to obtain the agreement from any successor to the
          Company to assume and agree to perform this Agreement, as required by Section
          6.1;

(f)     a
purported termination of the Executives employment which is not effected
          pursuant to a Notice of Termination satisfying the requirements of
          Section 3.2(a);

(g)     any
failure of the Company to pay or provide to the Executive any portion of the
          Executives compensation or benefits due under any Benefit Plan within
          seven days of the date such compensation or benefits are due, or any material
          breach by the Company of this Agreement or any employment agreement with the
          Executive; or

(h)     any
retaliation by the Company against the Executive, including, without
          limitation, any discharge, demotion, suspension, threat, harassment, or
          treatment of Executive other than as the Company treats other Company
executives           similarly situated, or any other manner of discrimination against
the Executive           in the terms and conditions of employment by the Company due, in
whole or in           part, to (x) the Executives good faith belief that any action
taken by the           Company, or any inaction of the Company, constitutes Good

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Reason,
(y) the           Executives expression of such belief in good faith, or (z) the
request of           the Executive to submit any dispute hereunder to arbitration or
other resolution           procedure or process, regardless of the outcome of any dispute
proceeding           relating to whether such action or inaction by the Company
constitutes Good           Reason.

Any
dispute as to whether any action by the Company constitutes Good Reason shall
be resolved through the dispute procedures set forth in Section 5 of this Agreement. The
Executives right to terminate his employment for Good Reason shall not be affected
by his incapacity due to physical or mental illness.

1.5     Disabilitymeans
the Executives absence from the full-time performance of the Executives
duties with the Company for 180 consecutive calendar days as a result of incapacity due
to mental or physical illness which is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the Executive or the
Executives legal representative.

2.    Term
of Agreement. This Agreement, and all rights and obligations of the           parties
hereunder, shall take effect upon the Effective Date and shall expire           upon the
first to occur of (a) the expiration of the Term (as defined below) if           a Change
in Control has not occurred during the Term, (b) the date the Executive           no
longer holds a Key Position if negotiations relating to a Change in Control
          have not commenced prior thereto, (c) the date 24 months after the Change
          in Control Date, if the Executive is still employed by the Company as of such
          later date, or (d) the fulfillment by the Company of all of its obligations
          under Sections 4 and 5.2 and 5.3 if the Executives employment
          with the Company terminates within 24 months following the Change in Control
          Date. Term shall mean the period commencing as of the Effective
Date           and continuing in effect through December 31, 2006, provided,
however,           that commencing on January 1, 2007 and each January 1
thereafter, the           Term shall be automatically extended for one additional year
unless, not later           than 90 days prior to the scheduled expiration of the Term
(or any extension           thereof), the Company shall have given the Executive written
notice that the           Term will not be extended.

3.    Employment
Status; Termination Following Change in Control.

3.1     Not
an Employment Contract. The Executive acknowledges that this Agreement does not
constitute a contract of employment or impose on the Company any obligation to retain the
Executive as an employee and that this Agreement does not prevent the Executive from
terminating employment at any time. If the Executives employment with the Company
terminates for any reason and subsequently a Change in Control shall occur, the Executive
shall not be entitled to any benefits hereunder except as otherwise provided pursuant to
Section 1.2.

3.2     Termination
of Employment.

(a)     If the
Change in Control Date occurs during the Term, any termination of the           Executives
employment by the Company or by the Executive within 24 months           following the
Change in Control Date (other than due to the death of the           Executive) shall be
communicated by a written notice to the other party hereto           (the Notice of

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Termination), given in accordance with           Section 7. Any Notice of
Termination shall: (i) indicate the specific           termination provision (if any) of
this Agreement relied upon by the party giving           such notice, (ii) to the extent
applicable, set forth in reasonable detail the           facts and circumstances claimed
to provide a basis for termination of the           Executives employment under the
provision so indicated and (iii) specify           the Date of Termination (as defined
below). The effective date of an employment           termination (the Date of
Termination) shall be the close of business           on the date specified in the
Notice of Termination (which date may not be less           than 15 days or more than 120
days after the date of delivery of such Notice of           Termination), in the case of
a termination other than one due to the           Executives death, or the date of
the Executives death, as the case           may be. In the event the Company fails
to satisfy the requirements of Section           3.2(a) regarding a Notice of
Termination, the purported termination of the           Executives employment
pursuant to such Notice of Termination shall not be           effective for purposes of
this Agreement.

(b)     The
failure by the Executive or the Company to set forth in the Notice of
          Termination any fact or circumstance which contributes to a showing of Good
          Reason or Cause shall not waive any right of the Executive or the Company,
          respectively, hereunder or preclude the Executive or the Company, respectively,
          from asserting any such fact or circumstance in enforcing the Executives
          or the Companys rights hereunder.

(c)     Any
Notice of Termination for Cause given by the Company must be given within 90
          days of the occurrence of the event(s) or circumstance(s) which constitute(s)
          Cause. Prior to any Notice of Termination for Cause being given (and prior to
          any termination for Cause being effective), the Executive shall be entitled to
a           hearing before the Board of Directors of the Company at which he may, at his
          election, be represented by counsel and at which he shall have a reasonable
          opportunity to be heard. Such hearing shall be held on not less than 15 days
          prior written notice to the Executive stating the Board of Directors          intention
to terminate the Executive for Cause and stating in detail the           particular
event(s) or circumstance(s) which the Board of Directors believes           constitutes
Cause for termination. Any such Notice of Termination for Cause must           be
approved by an affirmative vote of two-thirds of the members of the Board of
          Directors.

(d)                     Any
Notice of Termination for Good Reason given by the Executive must be
given within 90 days of the occurrence of the event(s) or circumstance(s) which
constitute(s) Good Reason.

4.    Benefits
to Executive.

4.1     Stock
Acceleration. If the Change in Control Date occurs during the Term, then, effective
upon the Change in Control Date and upon termination without Cause or for Good Reason, (a) each
outstanding option to purchase shares of Common Stock of the Company held by the
Executive shall become immediately exercisable in full and will no longer be subject to a
right of repurchase by the Company, (b) each outstanding restricted stock award
shall be deemed to be fully vested and will no longer be subject to a right of repurchase
by the Company and (c) notwithstanding any provision in any applicable option
agreement to the contrary, each such option shall continue to be exercisable by the
Executive (to the extent such option was exercisable on the Date of Termination) for the
duration of the term set forth in the

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stock option agreement applicable to such options
as if termination of employment had not occurred.

4.2     Compensation.
If the Change in Control Date occurs during the Term and the Executives employment
with the Company terminates within 24 months following the Change in Control Date, the
Executive shall be entitled to the following benefits:

(a)     Termination
Without Cause or for Good Reason. If the Executives           employment with
the Company is terminated by the Company (other than for Cause,           Disability or
Death) or by the Executive for Good Reason within 24 months           following the
Change in Control Date, then the Executive shall be entitled to           the following
benefits:

(i)     the
Company shall pay to the Executive in a lump sum in cash within 30 days           after
the Date of Termination the aggregate of the following amounts:

(1)     the sum
of (A) the Executives base salary through the Date of           Termination,
(B) the product of (x) the annual bonus paid or payable           (including
any bonus or portion thereof which has been earned but deferred) for           the most
recently completed fiscal year and (y) a fraction, the numerator           of which
is the number of days in the current fiscal year through the Date of
          Termination, and the denominator of which is 365 and (C) the amount of any
          compensation previously deferred by the Executive (together with any accrued
          interest or earnings thereon) and any accrued vacation pay, in each case to the
          extent not previously paid (the sum of the amounts described in clauses (A),
          (B), and (C) shall be hereinafter referred to as the Accrued
          Obligations); and

(2)     the
amount equal to (A) one and one half multiplied by (B) the sum of           (x) the
Executives highest annual base salary during the five-year           period prior
to the Change in Control Date and (y) the Executives           annual bonus
either during the current fiscal year (actual and projected) of the           Change in
Control date, or the last fiscal year prior to the Change in Control           date,
whichever is highest.

(ii)     for 18
months after the Date of Termination, or such longer period as may be           provided
by the terms of the appropriate plan, program, practice or policy, the           Company
shall continue to provide benefits to the Executive and the           Executives
family at least equal to those which would have been provided           to them if the
Executives employment had not been terminated, in           accordance with the
applicable Benefit Plans in effect on the Measurement Date           or, if more
favorable to the Executive and his family, in effect generally at           any time
thereafter with respect to other peer executives of the Company and its
          affiliated companies; provided, however, that if the Executive becomes
          reemployed with another employer and is eligible to receive a particular type
of           benefits (e.g., health insurance benefits) from such employer on terms at
least           as favorable to the Executive and his family as those being provided by
the           Company, then the Company shall no longer be required to provide those
          particular benefits to the Executive and his family;

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(iii)    to the extent not previously paid or provided, the Company shall timely pay or           provide
to the Executive any other amounts or benefits required to be paid or           provided
or which the Executive is eligible to receive following the           Executives
termination of employment under any plan, program, policy,           practice, contract
or agreement of the Company and its affiliated companies           (such other amounts
and benefits shall be hereinafter referred to as the           Other Benefits);
and

(iv)    for purposes
of determining eligibility (but not the time of commencement of           benefits) of
the Executive for retiree benefits to which the Executive is           entitled, the
Executive shall be considered to have remained employed by the           Company until18
months after the Date of Termination.

(b)     Resignation
without Good Reason; Termination for Death or Disability. If           the Executive
voluntarily terminates his employment with the Company within 24           months
following the Change in Control Date, excluding a termination for Good           Reason,
or if the Executives employment with the Company is terminated by           reason
of the Executives death or Disability within 24 months following           the
Change in Control Date, then the Company shall (i) pay the Executive           (or
his estate, if applicable), in a lump sum in cash within 30 days after the           Date
of Termination, the Accrued Obligations and (ii) timely pay or provide           to
the Executive the Other Benefits.

(c)     Termination
for Cause. If the Company terminates the Executives           employment with
the Company for Cause within 24 months following the Change in           Control Date,
then the Company shall (i) pay the Executive, in a lump sum           in cash within
30 days after the Date of Termination, the sum of (A) the           Executives
annual base salary through the Date of Termination and           (B) the amount of
any compensation previously deferred by the Executive, in           each case to the
extent not previously paid, and (ii) timely pay or provide           to the
Executive the Other Benefits.

4.3    Taxes.

(a)              In
the event that the Company undergoes a Change in Ownership or           Control (as
defined below), the Company shall, within 30 days after each           date on which the
Executive becomes entitled to receive (whether or not then           due) a Contingent
Compensation Payment (as defined below) relating to such           Change in Ownership or
Control, determine and notify the Executive (with           reasonable detail regarding
the basis for its determinations) (i) which of           the payments or benefits
due to the Executive (under this Agreement or           otherwise) following such Change
in Ownership or Control constitute Contingent           Compensation Payments, (ii) the
amount, if any, of the excise tax (the           Excise Tax) payable pursuant
to Section 4999 of the Internal Revenue           Code of 1986, as amended (the Code),
by the Executive with respect           to such Contingent Compensation Payment and (iii) the
amount of the           Gross-Up Payment (as defined below) due to the Executive with
respect to such           Contingent Compensation Payment. Within 30 days after delivery
of such notice to           the Executive, the Executive shall deliver a response to the
Company (the           Executive Response) stating either (A) that he agrees
with the           Companys determination pursuant to the preceding sentence or (B)
that he           disagrees with such determination, in which case he shall indicate
which payment           and/or benefits should be characterized as a Contingent
Compensation Payment,           the amount of the Excise Tax with respect

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to such
Contingent Compensation           Payment and the amount of the Gross-Up Payment due to
the Executive with respect           to such Contingent Compensation Payment. In the
event that the Executive fails           to deliver an Executive Response on or before
the required date, the           Companys initial determination shall be final. If
the Executive states in           the Executive Response that he agrees with the Companys
, then within 90           days after the due date of each Contingent Compensation
Payment to the           Executive, the Company shall pay to the Executive, in cash, the
Gross-Up Payment           with respect to such Contingent Compensation Payment, in the
amount determined           pursuant to this Section 4.3(a). If the Executive states
in the Executive           Response that he disagrees with the Companys
determination, then, for a           period of 60 days following delivery of the
Executive Response, the Executive           and the Company shall use good faith efforts
to resolve such dispute. If such           dispute is not resolved within such 60-day
period, such dispute shall be settled           exclusively by arbitration in Burlington,
Vermont, in accordance with the rules           of the American Arbitration Association
then in effect. Judgment may be entered           on the arbitrators award in any
court having jurisdiction.

(b)              For
purposes of this Section 4.3, the following terms shall have the following
          respective meanings:

(i)    Change
in Ownership or Control shall mean a change in the ownership           or effective
control of the Company or in the ownership of a substantial portion           of the
assets of the Company determined in accordance with Section 280G(b)(2) of           the
Code.

(ii)    Contingent
Compensation Payment shall mean any payment (or benefit)           in the nature of
compensation that is made or made available (under this           Agreement or otherwise)
to a disqualified individual (as defined in           Section 280G(c) of the
Code) and that is contingent (within the meaning of           Section 280G(b)(2)(A)(i) of
the Code) on a Change in Ownership or Control of the           Company.

(iii)    Gross-Up
Payment shall mean an amount equal to the sum of (i) the           amount of the
Excise Tax payable with respect to a Contingent Compensation           Payment and (ii)
the amount necessary to pay all additional taxes imposed on (or           economically
borne by) the Executive (including the Excise Taxes, state and           federal income
taxes and all applicable withholding taxes) attributable to the           receipt of such
Gross-Up Payment. For purposes of the preceding sentence, all           taxes
attributable to the receipt of the Gross-Up Payment shall be computed           assuming
the application of the maximum tax rates provided by law.

(c)              The
provisions of this Section 4.3 are intended to apply to any and all payments           or
benefits available to the Executive under this Agreement or any other           agreement
or plan of the Company under which the Executive receives Contingent
          Compensation Payments. If the tax laws relating to the calculation of the
Excise           Tax change such that, as a result, a substantially greater payment than
the           payment as calculated using the laws enacted at the time of the execution
of           this Agreement would be required by the Company, the Company shall have the
          right, at its sole option, to pay to the Executive that amount of the Gross-Up Payment
that would have been due and payable to the Executive prior to the change in tax laws.

4.4     Mitigation.
The Executive shall not be required to mitigate the amount of any payment or benefits
provided for in this Section 4 by seeking other employment or

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otherwise. Further, except
as provided in Section 4.2(a)(ii), the amount of any payment or benefits provided for in
this Section 4 shall not be reduced by any compensation earned by the Executive as a
result of employment by another employer, by retirement benefits, by offset against any
amount claimed to be owed by the Executive to the Company or otherwise.

4.5     Outplacement
Services. In the event the Executive is terminated by the Company (other than for
Cause, Disability or Death), or the Executive terminates employment for Good Reason,
within 24 months following the Change in Control Date, the Company shall provide
outplacement services through one or more outside firms of the Executives choosing
up to an aggregate of $8,000, with such services to extend until the earlier of (i) 12
months following the termination of Executives employment or (ii) the date the
Executive secures full time employment.

5.    
Disputes.

5.1     Settlement
of Disputes; Arbitration. All claims by the Executive for benefits under this
Agreement shall be directed to and determined by the Board of Directors of the Company
and shall be in writing. Any denial by the Board of Directors of a claim for benefits
under this Agreement shall be delivered to the Executive in writing and shall set forth
the specific reasons for the denial and the specific provisions of this Agreement relied
upon. The Board of Directors shall afford a reasonable opportunity to the Executive for a
review of the decision denying a claim. Any further dispute or controversy arising under
or in connection with this Agreement shall be settled exclusively by arbitration in
Burlington, VT, within thirty (30) days of being introduced into arbitration, in
accordance with the rules of the American Arbitration Association then in effect.
Judgment may be entered on the arbitrators award in any court having jurisdiction.

5.2     Expenses.
The Company agrees to pay as incurred, to the full extent permitted by law, all legal,
accounting and other fees and expenses which the Executive may reasonably incur as a
result of any claim or contest (regardless of the outcome thereof) by the Company, the
Executive or others regarding the validity or enforceability of, or liability under, any
provision of this Agreement or any guarantee of performance thereof (including as a
result of any contest by the Executive regarding the amount of any payment or benefits
pursuant to this Agreement), plus in each case interest on any delayed payment at the
applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

6.    Successors.

6.1     Successor
to Company. The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company expressly to assume and agree to perform this Agreement to the
same extent that the Company would be required to perform it if no such succession had
taken place. Failure of the Company to obtain an assumption of this Agreement at or prior
to the effectiveness of any succession shall be a breach of this Agreement and shall
constitute Good Reason if the Executive elects to terminate employment, except that for
purposes of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement, Company shall

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mean the Company as defined above and any successor to its business or assets as
aforesaid which assumes and agrees to perform this Agreement, by operation of law or
otherwise.

6.2     Successor
to Executive. This Agreement shall inure to the benefit of and be enforceable by the
Executives personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees. If the Executive should die while
any amount would still be payable to the Executive or his family hereunder if the
Executive had continued to live, all such amounts, unless otherwise provided herein,
shall be paid in accordance with the terms of this Agreement to the executors, personal
representatives or administrators of the Executives estate.

7.    Notice.
All notices, instructions and other communications given           hereunder or in
connection herewith shall be in writing. Any such notice,           instruction or
communication shall be sent either (i) by registered or certified           mail, return
receipt requested, postage prepaid, or (ii) prepaid via a reputable           nationwide
overnight courier service, in each case addressed to the Company, at           1400
Shelburne Road, P.O. Box 1070, Burlington, VT 05402-1070, and to the           Executive
at 1400 Shelburne Road, P.O. Box 1070, Burlington, VT 05402-1070 (or           to such
other address as either the Company or the Executive may have furnished           to the
other in writing in accordance herewith). Any such notice, instruction or
          communication shall be deemed to have been delivered five business days after
it           is sent by registered or certified mail, return receipt requested, postage
          prepaid, or one business day after it is sent via a reputable nationwide
          overnight courier service. Either party may give any notice, instruction or
          other communication hereunder using any other means, but no such notice,
          instruction or other communication shall be deemed to have been duly delivered
          unless and until it actually is received by the party for whom it is intended.

8.    Miscellaneous.

8.1     Employment
by Subsidiary. For purposes of this Agreement, the Executives employment with
the Company shall not be deemed to have terminated solely as a result of the Executive
continuing to be employed by a wholly-owned subsidiary of the Company.

8.2     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, which shall
remain in full force and effect.

8.3     Injunctive
Relief. The Company and the Executive agree that any breach of this Agreement by the
Company is likely to cause the Executive substantial and irrevocable damage and
therefore, in the event of any such breach, in addition to such other remedies which may
be available, the Executive shall have the right to specific performance and injunctive
relief.

8.4     Governing
Law. The validity, interpretation, construction and performance of this Agreement
shall be governed by the internal laws of the State of Vermont, without
regard to conflicts of law principles.

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8.5     Waivers.
No waiver by the Executive at any time of any breach of, or compliance with, any
provision of this Agreement to be performed by the Company shall be deemed a waiver of
that or any other provision at any subsequent time.

8.6     Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original but both of which together shall constitute one and the same instrument.

8.7     Tax
Withholding. Any payments provided for hereunder shall be paid net of any applicable
tax withholding required under federal, state or local law.

8.8     Entire
Agreement. This Agreement sets forth the entire agreement of the parties hereto in
respect of the subject matter contained herein and supersedes all prior agreements,
promises, covenants, arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any party hereto in
respect of the subject matter contained herein; and any prior agreement of the parties
hereto in respect of the subject matter contained herein is hereby terminated and
cancelled. Notwithstanding the foregoing, the provisions of theExecutives
Employment Agreement shall not be superceded by, modified by, or subject to the terms of
Section 4.3, of this Agreement.

8.9     Amendments.
This Agreement may be amended or modified only by a written instrument executed by both
the Company and the Executive.

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

| |                                                                                                  
| | -------------------------------------------------------------------------------------------------
| | IDX SYSTEMS CORPORATION
By:________________________________
Title:_______________________________
| | By: _______________________________
Title: _____________________________                         

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