Exhibit 10.1

# IDX Systems Corporation

Executive Retention
Agreement(Executive)

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, 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

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

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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/her reasonable assigned duties (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 President and COO of the Company which specifically
          identifies the manner in which the President and COO 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 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;

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(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/her
          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 20miles from the
          location at which the Executive performed his/her 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 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.

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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/her employment for Good Reason shall not be
affected by his/her 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 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

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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 CEO of the Company at which he/she may, at his/her election,
          be represented by counsel and at which he/she 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 Companys intention to
          terminate the Executive for Cause and stating in detail the particular event(s)
          or circumstance(s) which the Company believes constitutes Cause for termination.

(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 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:

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(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 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/her 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/her 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/her family;

(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

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entitled, the Executive shall be considered to have remained employed by the
          Company until 18 months after the Date of Termination.

(b)    
          Resignation without Good Reason; Termination for Death or Disability. If
          the Executive voluntarily terminates his/her 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/her 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 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

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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
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

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to an aggregate of $5,000, 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, Vermont, 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 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/her family hereunder if the Executive had
continued to live, all such amounts, unless otherwise provided herein, shall be paid in
accordance

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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.

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.

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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 the Executive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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