EX-10.2






EMPLOYMENT AGREEMENT




This Employment Agreement (this “Agreement”) is entered into by and between Eclipsys
Corporation, a Delaware corporation (the “Company”) and R. Andrew Eckert, an individual (the
“Executive”), effective October 24, 2005 (the “Effective Date”).



WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed
by the Company, on the terms set forth herein;



NOW THEREFORE, in consideration of the mutual covenants and promises contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties to this Agreement, the parties agree as follows:



Section 1 — Employment.




	 	(a)	 	The Company shall employ Executive as of the Effective Date. Beginning
November 14, 2005, or such earlier date as may be specified by the Board of Directors
of the Company (the “Board”), Executive will serve as the Company’s President and Chief
Executive Officer, and in that capacity shall (i) have the customary powers,
responsibilities and authorities of a President and Chief Executive Officer and such
other powers, responsibilities and authorities as may be delegated to Executive by the
Board from time to time, and (ii) report to, and be subject to review and control by,
the Board. Prior to commencement of his service as President and Chief Executive
Officer, Executive will not be an officer of the Company, will report to the Company’s
Chairman, and will focus on familiarizing himself with the Company and preparing to
assume his duties as President and Chief Executive Officer. Executive shall devote his
reasonable best efforts to the performance of his duties and responsibilities
hereunder.






	 	(b)	 	Nothing in this Agreement shall preclude Executive from engaging in charitable
and community affairs, from managing any passive investment (i.e., an investment with
respect to which Executive is in no way involved with the management or operation of
the entity in which Executive has invested) made by him in publicly traded equity
securities or other property (provided that no such investment may exceed five percent
(5%) of the equity of any entity, without the prior approval of the Board) or from
serving, as a member of boards of directors or as a trustee of any other corporation,
association or entity, to the extent that any of the above activities do not interfere
with his ability to discharge his duties hereunder and the subject entity does not
directly compete with the Company, and provided that Executive will not serve as a
director of any for-profit entity without approval of the Board, except that approval
is hereby given to Executive to act as a director for Connetics Corporation and Varian
Medical Systems, Inc.






	 	(c)	 	Executive currently resides in Woodside, California, and shall not be required
to relocate his residence except pursuant to Section 8(c). Whether or not
Executive relocates his residence, Executive must spend significant time in the
Company’s various offices, as is consistent with his role and necessary or appropriate
to execute fully his responsibilities to manage the Company’s business and affairs.





Section 2 - Term of Employment. Executive’s employment is at-will, subject to
the severance benefits specified herein. The period from the Effective Date until the date
Executive’s employment terminates is referred to herein as the “Term of Employment”.



Section 3 - Compensation.




	 	(a)	 	Salary. During the period from the Effective Date through December 31,
2006 (the “Initial Period”), the Company shall pay the Executive at the annualized
rate of $650,000.00 (“Base Salary”) in accordance with the ordinary payroll practices
of the Company, and subject to all applicable federal, state and local withholding and
reporting requirements. The Executive’s Base Salary shall not be decreased during the
Initial Period. During the Term of Employment, the Board or the Compensation Committee
of the Board (the “Compensation Committee”) shall review, and may, subject to the
immediately preceding sentence and subject to Executive’s right to terminate employment
for Good Reason pursuant to Section 6(a) as a result of any reduction in Base
Salary, adjust the Executive’s Base Salary annually, in accordance with the Company’s
customary procedures and practices for reviewing compensation of senior executives.
In the event the Base Salary is so adjusted, the adjusted amount shall become the Base
Salary for purposes of this Agreement.






	 	(b)	 	Bonus Plan. The Executive shall be eligible to participate in an
annual bonus plan to be established for each year by the Board or the Compensation
Committee. In any year, this bonus plan may be combined with the Company’s bonus plan
for other executives, or may be a separate plan for Executive, as determined by the
Board of the Compensation Committee. Executive’s annual target bonus will be $400,000
(the “Target Bonus”), but except as set forth in the following sentence no bonus
payments are guaranteed and all bonus payments will be contingent upon achievement of
such performance targets and management objectives as may be included in Executive’s
annual bonus plan. However, notwithstanding the foregoing, (i) no bonus will be paid
for the balance of 2005, and (ii) without regard to Executive’s performance against any
bonus plan, Executive shall receive the Target Bonus for 2006, provided he is
continuously employed as the Company’s Chief Executive Office from the Effective Date
until December 31, 2006, or under certain other circumstances as described in this
Agreement involving termination of his employment before December 31, 2006. The Board
or Compensation Committee may provide in any year’s bonus plan that Executive may earn
more than the Target Bonus upon achievement of specified performance criteria, but in
no event will Executive’s cash bonus for any year exceed two times the Target Bonus.
Executive’s bonuses will be earned as of December 31 of each year, if and to the extent
that performance criteria applicable to that year’s bonus plan are met, and paid
thereafter consistent with the timing of payment of bonuses to other executives.
All bonus payments shall be subject to all applicable federal, state and local
withholding and reporting requirements.





Section 4 - Employee Benefits.




	 	(a)	 	Employee Retirement Benefit Programs, Welfare Benefit Programs, Plans and
Practices. The Company shall provide Executive with coverage during the Term of
Employment under any retirement benefit programs, welfare benefit programs, and other
compensatory and benefit programs, plans and practices, that the Company makes
available to its senior executives, including, but not limited to, its life and short-
and long-term disability insurance, hospitalization and major medical insurance, the
Company’s 401(k) Plan, Employee Stock Purchase Plan, dental insurance, directors and
officers liability insurance, and any other nonqualified compensation program
(including deferred compensation or supplemental retirement programs) as in effect from
time to time.






	 	(b)	 	Vacation. Executive shall be entitled to five weeks of paid vacation
each calendar year, which shall be taken at such times as are consistent with the
Executive’s responsibilities hereunder; provided, however, subject to applicable law,
that the Executive shall not be entitled to carry over unused vacation from year to
year in an amount exceeding that which the Executive would be entitled to carry over in
accordance with the Company’s standard vacation policy as applied to employees of the
Executive’s longevity with the Company.






	 	(c)	 	Stock Options and Restricted Stock Grants. As a material inducement to
Executive’s entering into employment with the Company, the Company is granting to
Executive as inducement grants under NASD Rule 4350(i)(1)(A)(iv), effective as of the
date he becomes President and Chief Executive Officer of the Company, (1) a
non-qualified stock option to purchase 525,000 shares of the Company’s common stock at
an exercise price equal to the closing price of the common stock on Nasdaq on the
trading day immediately preceding the date of grant and (2) a restricted stock grant of
150,000 shares of the Company’s common stock, for which the Executive must pay an
initial price of $.01 per share (together, the “Initial Grants”). The terms of these
stock options are specified in a Notice of Grant being issued to Executive and the
Company’s 2005 Inducement Grant Stock Incentive Plan, and the terms of these shares of
restricted stock are specified a Restricted Stock Agreement between the Company and
Executive, a Notice of Grant being issued to Executive, and in the Company’s 2005
Inducement Grant Stock Incentive Plan (collectively, the “Equity Documents”). The
forms of the Equity Documents are attached as Exhibits A-1 through A-4
to this Agreement. The Initial Grants are also subject to certain provisions of this
Agreement, and the Agreement re Specified Acts being entered into between the Company
and Executive concurrently with this Agreement in the form of Exhibit B to this
Agreement (the “Agreement re Specified Acts”).






	 	(d)	 	Other Benefits. Executive will be entitled to reimbursement of up to
$25,000 each calendar year beginning in 2006 for expenses incurred by him for
tax preparation, legal and other professional fees. Executive will also be
entitled to reimbursement of reasonable expenses incurred by him for professional
associations and education; an annual physical examination, to the extent such an
examination is not otherwise covered or provided by the health insurance or health
benefits provided by the Company to Executive pursuant to Section 4(a) above;
and reimbursement of up to $25,000 in legal expenses incurred by Executive in
negotiation and preparation of his initial employment documents, together with a
gross-up if necessary so that net of any income taxes payable on reimbursement of such
legal fees, Executive’s expense for these legal expenses is effectively covered.





Section 5 - Expenses. Subject to prevailing Company policy or such guidelines
as may be established by the Chief Executive Officer or the Board from time to time, the Company
shall reimburse the Executive for all reasonable expenses incurred by the Executive in carrying out
his duties.



Section 6 - Termination of Employment.




	 	(a)	 	Termination Without Cause or Termination for Good Reason. Subject to
Section 6(i), if Executive’s employment is terminated by the Company for any
reason other than Cause (as defined in Section 6(c)), Executive’s Disability
(as defined in Section 6(e)), or Executive’s death, or if Executive’s
employment is terminated by Executive for Good Reason (as defined in Section
6(a)(2)), then the Company shall pay Executive (x) the Accrued Amounts (as defined
below) and (y) subject to the limitations described in this Agreement, the Severance
Package. The payment of the Severance Package to Executive under this Section
6(a) shall (i) be contingent upon the execution by Executive of a general release
in favor of the Company in substantially the form attached hereto as Exhibit C,
provided that if changes or expansions of relevant laws and regulations would result in
Exhibit C in the form thereof as of the date of this Agreement failing to
achieve the intent thereof as reflected by the form thereof as of the date of this
Agreement (the “Initial Intent”), and if it is possible to modify Exhibit C so
as to effect the Initial Intent notwithstanding such changes or expansions of relevant
laws or regulations, then Exhibit C will be modified to the extent necessary to
preserve the Initial Intent (the “Release”); (ii) constitute the sole remedy of
Executive in the event of a termination of Executive’s employment in the circumstances
set forth in this Section 6(a); and (iii) be subject to the Agreement re
Specified Acts. Except as expressly provided herein or in the Agreement re Specified
Acts or in another agreement between the Company and Executive, the Severance Package
shall not be subject to any duty to mitigate damages by Executive, nor any set off or
reduction due to Executive’s post-termination employment, provided such
post-termination employment does not contravene any agreement between the Company and
Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of
termination of employment, or earlier if required by applicable law.






	 	(1)	 	For purposes of this Agreement, the “Accrued Amounts” shall
mean Executive’s Base Salary, any declared but unpaid bonus, any accrued but
unused vacation and any other earned but unpaid amounts payable to him
hereunder, in each case as accrued through the last day of his actual
employment by the Company.






	 	(2)	 	For purposes of this Agreement, a termination of employment
by Executive for “Good Reason” shall be a termination by Executive following
the occurrence of any of the following events unless the Company has cured as
provided below:






	 	(A)	 	Subject to Section 6(d)(2), removal
from the position of Chief Executive Officer of the Company or any
material diminution in Executive’s duties, responsibilities, authority,
or participation in management, except for Cause or following
Executive’s death or Disability;






	 	(B)	 	A reduction in the Base Salary or Target Bonus
then in effect or a material reduction in the other benefits provided
to Executive by the Company;






	 	(C)	 	Any material breach by the Company of this
Agreement or any other legal obligation owed by the Company to
Executive;






	 	(D)	 	Failure of any successor of the Company to
assume this Agreement as required by Section 11; or






	 	(E)	 	A required relocation of Executive’s primary
residence, or a required relocation outside of California of his
primary office location, except for a relocation required as set forth
in Section 8(c).






Executive must notify the Company in writing specifically identifying any
event constituting Good Reason within thirty (30) days after Executive
becomes aware of such event or such event shall not constitute Good Reason
for purposes of this Agreement; provided that the Company shall have thirty
(30) days from the date of such notice to cure the Good Reason event. A
termination by Executive following cure shall not be a termination for Good
Reason. A failure of Executive to notify the Company after the first
occurrence of an event constituting Good Reason shall not preclude any
subsequent occurrences of such event (or similar event) from constituting
Good Reason.




	 	(3)	 	For purposes of this Agreement, “Severance Package” shall
mean:






	 	(A)	 	Base Salary continuation for eighteen (18)
months following the date of termination at Executive’s annual Base
Salary rate in effect on the date of termination, subject to all
applicable federal, state and local withholding and reporting
requirements. These salary continuation payments shall be paid in
accordance with usual Company payroll practices.






	 	(B)	 	A bonus equal to one hundred fifty percent
(150%) of Executive’s Target Bonus in effect on the date of termination
(but not less than $400,000), payable in equal installments over the
eighteen (18) month period described in Section 6(a)(3)(A),
subject to the same withholding and reporting requirements. In
addition, to the extent not included in the Accrued Amounts, Executive
shall receive a pro rata bonus for the bonus period during which the
date of termination occurs calculated at one hundred percent (100%) of
the Target Bonus then in effect, multiplied by a fraction the numerator
of which is the number of days that Executive was employed during such
bonus term and the denominator of which is 365. Such prorated bonus
shall be paid in accordance with the Company’s customary practices for
payment of executive bonuses but with no additional performance
requirements or contingencies.






	 	(C)	 	For the avoidance of confusion, the parties
acknowledge that in the event Executive terminates his employment for
Good Reason as a result of a decrease in his Base Salary or Target
Bonus as contemplated in clause (C) or (D) of Section 6(a)(2),
then the Base Salary and Target Bonus used for purposes of the
calculation of the Severance Package shall be the Base Salary and
Target Bonus in effect immediately prior to such reduction.






	 	(D)	 	Executive shall be entitled to twelve (12)
months of vesting of all stock, stock options and other equity-based
awards granted to him, including the Initial Grants, in addition to
vesting that had occurred at the date of termination.






	 	(E)	 	Continuation of benefits under any life, group
health, and dental insurance benefits substantially similar to those
which Executive (and, if applicable, his family) was receiving
immediately prior to termination of employment until the earlier of:






	 	(i)	 	the end of the eighteen (18)
month period following the date of termination, or






	 	(ii)	 	the date on which Executive
becomes eligible to receive substantially similar benefits under
any plan or program of any other employer.






The continuing coverage provided under this Section
6(a)(3)(E) is subject to the availability of such continuation
under the terms of the applicable plan documents and all provisions
of applicable law, including the requirements of the federal “COBRA”
law, 29 U.S.C. § 1161 et seq. with respect to group health and dental
insurance. If Executive is not eligible for such continued coverage
under one of the Company-provided benefit plans noted in this
paragraph (E) that he was participating in during his employment, the
Company shall pay the Executive the cash equivalent of the cost of
replacement insurance for the duration of the applicable period, up
to a maximum of the Company’s cost of providing the coverage before
the termination of employment, which payments shall be made pro-rata
in accordance with the Company’s customary payroll practices.




	 	(F)	 	If the Severance Package becomes payable as a
result of a termination of Executive’s employment that occurs before
the Target Bonus for 2006 has been paid, or before the first-year 20%
vesting of the Initial Grants has occurred, then in addition to the
other elements listed herein, but in lieu of the pro-rata partial bonus
described in Section 6(a)(3)(B), the Severance Package will
also include payment of the Target Bonus for 2006 (to the extent not
yet paid) and the first year’s 20% vesting of the Initial Grants (to
the extent not yet so vested). Payment of the 2006 Target Bonus
pursuant to this provision will be according to Section
6(a)(3)(B).






	 	(4)	 	To the extent that this Employment Agreement is treated as a
nonqualified deferred compensation arrangement within the meaning of Section
409A of the Internal Revenue Code (“Section 409A”), neither the Company nor
Executive may accelerate the timing of the payments under this Section 6(a)
(for example, no part of the Severance Package may be paid in a lump sum at
the time of termination) unless such acceleration does not trigger the
application of interest and penalty taxes under Section 409A. In addition, to
the extent that this Employment Agreement is treated as a nonqualified
deferred compensation arrangement within the meaning of Section 409A and the
Treasury Regulations under Section 409A require a delay in the commencement of
any payments under the Severance Package due to Executive’s status as a
“specified employee”, the Severance Package payments shall be delayed to the
minimum extent and in the minimum amount necessary so as to comply with the
Code and any regulations thereunder and avoid interest and penalties, and
otherwise paid on the schedule set forth in this Section 6(a).






	 	(b)	 	Voluntary Termination by Executive Without Good Reason. If Executive
terminates his employment with the Company without Good Reason, then the Company shall
pay Executive the Accrued Amounts in a lump sum within ten (10) days of termination of
employment, or earlier if required by applicable law.






	 	(c)	 	Termination for Cause. If Executive’s employment is terminated for
Cause, the Company shall pay Executive the Accrued Amounts in a lump sum within ten
(10) days of termination of employment, or earlier if required by applicable law. As
used herein, the term “Cause” shall be limited to:






	 	(1)	 	Executive’s conviction of or plea of guilty or nolo contendere
to a felony under the laws of the United States or any state thereof or any
other jurisdiction in which the Company conducts business;






	 	(2)	 	Executive’s willful misconduct or gross negligence in the
performance of his duties that causes material harm to the Company;






	 	(3)	 	Executive’s willful and continued failure to follow the
reasonable and lawful instructions of the Board;






	 	(4)	 	Executive’s willful and continued neglect of duties (other than
any such neglect resulting from incapacity of Executive due to physical or
mental illness); or






	 	(5)	 	a material breach of this Agreement by Executive;






provided, however, that Cause shall arise under items (2), (3), (4) or (5) only
following thirty (30) days written notice thereof from the Company which
specifically identifies such misconduct, failure, neglect or breach and only if
Executive continues to engage in or fails to cure (if the misconduct, failure,
neglect or breach can be cured) such misconduct, failure, neglect or breach during
such notice period. During any such notice period, Executive shall have the right
to be heard by the Board and Cause shall not be deemed to exist without a finding by
a majority of the Board that Cause exists and, if the misconduct, failure, neglect
or breach can be cured, has not been cured during the thirty (30) day cure period.
A termination by the Company after cure shall not be a termination for Cause. A
failure of the Company to notify Executive after the first occurrence of an event
constituting Cause shall not preclude any subsequent occurrences of such event (or
similar event) from constituting Cause.




	 	(d)	 	Certain Terminations Following a Change in Control. Subject to
Section 6(i), in the event Executive’s employment with the Company or its
successor terminates by reason of a Qualifying Termination (as defined below) within
two (2) years after a Change in Control of the Company (as defined below) that occurs
during the Term of Employment, then the Company shall pay to the Executive (x) the
Accrued Amounts in a lump sum within ten (10) days of termination of employment, or
earlier if required by applicable law, and (y) in lieu of the Severance Package, and
subject to the limitations described in this Agreement, the Company shall provide the
Executive the Change in Control Benefits (as defined below). The provision of the
Change in Control Benefits to Executive under this Section 6(d) shall (i) be
contingent upon the execution by Executive of the Release or a release in another form
reasonably acceptable to the Company and Executive; (ii) constitute the sole remedy of
Executive in the event of a termination of Executive’s employment in the circumstances
set forth in this Section 6(d); and (iii) be subject to the Agreement re
Specified Acts. In addition, all payments under this Section 6(d) are subject
to the timing rules, calculations and adjustments described in Section 7.
Anything in this Agreement to the contrary notwithstanding, if (q) a Change in Control
occurs, (r) Executive’s employment with the Company is terminated by the Company
without Cause or by Executive for Good Reason within 180 days prior to the date on
which the Change in Control occurs, and (s) it is reasonably demonstrated by Executive
that such termination of employment or events constituting Good Reason (u) was at the
request of a third party who has taken steps reasonably calculated to effect a Change
in Control or (v) otherwise arose in connection with or in anticipation of a Change in
Control, then for all purposes of this Agreement such Change in Control shall be deemed
to have occurred during the Term of Employment and the termination shall be deemed to
have occurred after the Change in Control, so that Executive is entitled to the Change
in Control Benefits. It is recognized that options and restricted stock not vested at
the time of or as a result of termination of employment may be cancelled, and further
that following such cancellation Executive may become entitled to vesting of those
cancelled stock options or shares of restricted stock in connection with a subsequent
Change in Control pursuant to this section. In that case, the Company or its successor
shall deliver to Executive the consideration Executive would have received in the
Change in Control for (i) the shares of restricted stock that were cancelled as if
those shares had been owned by and fully vested in Executive at the time of the Change
in Control, less an amount equal to the product of $.01 per share and the number of
such shares to represent the par value thereof; and (ii) the stock options that were
cancelled as though such options had been vested at the time of the Change in Control,
to the extent that unexercised vested stock options were cashed out in the Change in
Control, and otherwise for a number of shares of the Company’s common stock having a
value at the time of the Change in Control equal to the aggregate amount by which those
stock options were in-the-money at the time of the Change in Control, using for
purposes of this calculation the value of a share of the Company’s common stock in the
Change in Control transaction.






	 	(1)	 	“Change of Control Benefits” shall mean:






	 	(A)	 	Base Salary continuation for twenty four (24)
months following the date of termination at Executive’s annual Base
Salary rate in effect on the date of termination, subject to all
applicable federal, state and local withholding and reporting
requirements. These salary continuation payments shall be paid in
accordance with usual Company payroll practices;






	 	(B)	 	A bonus equal to two hundred percent (200%) of
Executive’s Target Bonus in effect on the date of termination, payable
in equal installments over the twenty four (24) month period described
in Section 6(d)(1)(A), subject to the same withholding and
reporting requirements. In addition, to the extent not included in the
Accrued Amounts, Executive shall receive a pro rata bonus for the bonus
period during which the date of termination occurs calculated at one
hundred percent (100%) of the Target Bonus then in effect, multiplied
by a fraction the numerator of which is the number of days that
Executive was employed during such bonus term and the denominator of
which is 365. Such prorated bonus shall be paid in accordance with the
Company’s customary practices for payment of executive bonuses but with
no additional performance requirements or contingencies;






	 	(C)	 	Acceleration in full of the vesting of all
stock, stock options and other equity-based awards granted to him,
including the Initial Grants; and






	 	(D)	 	Continuation of life, group health and dental
insurance benefits substantially similar to those which Executive (and,
if applicable, his family) was receiving immediately prior to the
Qualifying Termination until the earlier of:






	 	(i)	 	the end of the twenty four (24)
month period following Executive’s termination of employment, or






	 	(ii)	 	the date on which Executive
becomes eligible to receive substantially similar benefits under
any plan or program of any other employer.






The continuing coverage provided under this Section
6(d)(1)(D) is subject to the availability of such continuation
under the terms of the applicable plan documents and all provisions
of applicable law. If Executive is not eligible for such continued
coverage under one of the Company-provided benefit plans noted in
this paragraph (D) that he was participating in during his
employment, the Company shall pay Executive the cash equivalent of
the cost of replacement insurance for the duration of the applicable
period which payments shall be made pro-rata in accordance with the
Company’s customary payroll practices.




	 	(2)	 	Qualifying Termination. For purposes of this
Agreement, the term “Qualifying Termination” means a termination by the
Company or its successor of Executive’s employment with the Company or its
successor for any reason other than Cause, Disability or death, or a
termination by






Executive of Executive’s employment with Good Reason. However, if following
a Change in Control the Company or its successor in the Change in Control
offers to retain Executive in a Comparable Position, then Executive shall
not be entitled to resign his employment for Good Reason pursuant to
Section 6(a)(2)(A). For these purposes, “Comparable Position” means
(i) Chief Executive Officer of the successor organization, with duties,
responsibilities, authority and participation in management commensurate
with that role; or (ii) Chief Executive Officer or President of the portion
of the successor organization that succeeds to the business of the Company
(whether organized as a subsidiary, division, or otherwise) (the “Successor
Business”), if (A) the Successor Business (1) is the natural successor to
the business of the Company following the Change in Control and continues in
the same basic business as the Company, and (2) operates with a significant
degree of autonomy; and (B) Executive’s role with the Successor Business (1)
involves operational control of the Successor Business, and (2) would not
result in a diminution of the substantive operational scope of Executive’s
role from the substantive operational scope of his role with the Company.
In each case, it is recognized that following a Change in Control, the
evolution of the Company to the Successor Business can result in various
changes resulting from integration, efforts to capture synergy opportunities
or address new markets, and changes in business strategy, and as a result
Executive’s duties, responsibilities, authority or participation in
management in a Comparable Position may not be exactly the same as his
duties, responsibilities, authority or participation in management with the
Company prior to the Change in Control. However, whether a role with the
successor offered to Executive qualifies as a Comparable Position will be
judged with a view to the overall quality of the opportunity represented by
that role from a professional point of view, with the understanding that the
intention of this Agreement is that a Comparable Position, in light of all
relevant factors including the size and complexity of the successor
organization, would not represent a material diminution to Executive in the
overall quality of his professional stature, experience and opportunity
compared to the professional stature, experience and opportunity represented
by Executive’s role with the Company.




	 	(3)	 	Change of Control Defined. For purposes of this
Agreement, a “Change of Control” shall have the meaning set forth in
Exhibit D.






	 	(4)	 	To the extent that this Employment Agreement is treated as a
nonqualified deferred compensation arrangement within the meaning of Section
409A, neither the Company nor Executive may accelerate the timing of the
payments under this Section 6(d) (for example, no part of the Change in
Control Benefits may be paid in a lump sum at the time of termination) unless
such acceleration does not trigger the application of interest and penalties
under Section 409A. In addition, to the extent that this Agreement is treated
as a nonqualified deferred compensation arrangement within the meaning of
Section 409A and the Treasury Regulations issued under Section 409A require a
delay in the commencement of any payments under the Change in Control Benefits
due to Executive’s status as a “specified employee”, the Change in Control
Benefit payments shall be delayed to the minimum extent necessary so as to
comply with the code and any regulations thereunder and to avoid interest and
penalties, and otherwise paid on the schedule set forth in this Section
6(d).






	 	(e)	 	Disability. In the event that Executive suffers a Disability, the
Company may, in its discretion, terminate Executive’s employment hereunder. For
purposes of this Agreement, “Disability” shall be defined to occur at such time as
Executive becomes eligible to receive benefits under the terms of the Company’s then
applicable long-term disability policy, or, in the absence of such policy, shall be
defined as a physical or mental disability that prevents Executive from performing his
duties under this Agreement for ninety (90) consecutive days or more, or for an
aggregate of one hundred twenty (120) days in any period of twelve (12) months. The
Company may only terminate Executive on account of Disability after giving due
consideration to whether reasonable accommodations can be made under which Executive is
able to fulfill his duties under this Agreement. The commencement date and expected
duration of any physical or mental condition that prevents Executive from performing
his duties hereunder shall be determined by a medical doctor mutually acceptable to
Executive and the Company. In the event Executive’s employment is terminated by the
Company pursuant to this Section 6(e), then the Company shall pay Executive the
Accrued Amounts in a lump sum within ten (10) days of termination of employment, or
earlier if required by applicable law. In addition, to the extent not included in the
Accrued Amounts, Executive shall receive a pro rata bonus for the bonus period during
which the date of termination pursuant to this Section 6(e) occurs calculated
at one hundred percent (100%) of the Target Bonus then in effect, multiplied by a
fraction the numerator of which is the number of days that Executive was employed
during such bonus term and the denominator of which is 365. Such prorated bonus shall
be paid in accordance with the Company’s customary practices for payment of executive
bonuses but with no additional performance requirements or contingencies, provided,
however, that to the extent that this Agreement is treated as a nonqualified deferred
compensation arrangement under Section 409A, the payment of such bonus may not be
accelerated by either the Company or Executive unless such acceleration does not
trigger the application of interest and penalty taxes under Section 409A.






	 	(f)	 	Death. In the event of Executive’s death during the Term of
Employment, all obligations of the Company to make any further payments, including the
obligation to pay the Accrued Amounts, shall be paid to Executive’s estate, and in any
event all Accrued Amounts shall be paid in a lump sum within ten (10) days of the
Executive’s death, or earlier if required by applicable law. In addition, to the extent
not included in the Accrued Amounts, Executive’s estate shall receive a payment or
payments reflecting a pro rata bonus for Executive for the bonus period during which
the date of termination pursuant to this Section 6(f) occurs calculated at one
hundred percent (100%) of the Target Bonus then in effect, multiplied by a fraction the
numerator of which is the number of days that Executive was employed during such bonus
term and the denominator of which is 365. Such prorated bonus shall be paid in
accordance with the Company’s customary practices for payment of executive bonuses but
with no additional performance requirements or contingencies, provided, however, that
to the extent that this Agreement is treated as a nonqualified deferred compensation
arrangement within the meaning of Section 409A, the payment of such bonus may not be
accelerated by either the Company or Executive unless such acceleration does not
trigger the application of interest and penalty taxes under Section 409A. In addition,
if Executive’s death occurs before the first-year 20% vesting of the Initial Grants has
occurred, then Executive’s estate shall be entitled to 1.667% vesting of the Initial
Grants for each full calendar month elapsed from the date employment commences to the
date of death, with such vesting subject to delay if and to the extent required as
described in Section 6(a)(4).






	 	(g)	 	Payments as Compensable Compensation. Any participation by Executive
in, and any terminating distributions and vested rights under, Company-sponsored
retirement or deferred compensation plans, regardless of whether such plans are
qualified or nonqualified for tax purposes, shall be governed by the terms of those
respective plans.






	 	(h)	 	Executive’s Duty to Provide Materials. Upon the termination of the
Term of Employment for any reason, Executive or his estate shall surrender to the
Company all computer files and electronic data and records, correspondence, letters,
files, contracts, mailing lists, customer lists, advertising material, ledgers,
supplies, equipment, checks, and all other materials and records of any kind that are
the property of the Company or any of its subsidiaries or affiliates, that may be in
Executive’s possession or under his control, including all copies of any of the
foregoing.






	 	(i)	 	Certain Contingencies and Limitations.






	 	(1)	 	Notwithstanding anything herein to the contrary, Executive may
lose his rights to the Severance Package or the Change in Control Benefits
pursuant to the Agreement re Specified Acts.






	 	(2)	 	Notwithstanding anything herein to the contrary, if, prior to
any Change in Control as a result of which the Change in Control Benefits are
paid, Executive and the Board cannot reach agreement on whether Executive
should relocate or where Executive should relocate, or if relocation is
required as described in Section 8(c) and Executive does not wish to
relocate, and consequently Executive resigns or the Board terminates his
employment, then this will be treated as a voluntary resignation without Good
Reason or a termination for Cause, and Executive will not be entitled to any
part of the Severance Package, provided, however, that if this occurs before
the Target Bonus for 2006 has been paid, or before the first-year 20% vesting
of the Initial Grants has occurred, then Executive shall be entitled to receive
payment of the Target Bonus for 2006 (to the extent not yet paid) and the first
year’s 20% vesting of the Initial Grants (to the extent not yet so vested).
Payment of the 2006 Target Bonus pursuant to this provision will be according
to Section 6(a)(3)(B).






	 	(3)	 	As of the date of any termination of employment as a result of
which Executive would be entitled to the Severance Package or the Change in
Control Benefits, the Company shall calculate the Total Equity Value, and for
each Dollar by which the Total Equity Value exceeds $6.0 million, the amount of
cash severance otherwise payable to Executive as part of the Severance Package
or Change in Control Benefits will be reduced by one Dollar, with the total
amount of such reductions spread evenly over the term that such cash severance
would otherwise be payable. In addition, as of the date of any termination of
employment as a result of which Executive would be entitled to the Severance
Package, the Company shall calculate the Vested Equity Value, and for each
Dollar by which the Vested Equity Value exceeds $6.0 million, the accelerated
vesting of the Initial Grants or other stock options, restricted stock or other
equity-based awards that would otherwise occur as a part of the Severance
Package or pursuant to any plan or agreement governing such awards will be
reduced by one Dollar in value, with such reductions coming first from stock
options and then from restricted stock and then from other awards, and with
such reductions measured by the gross spread on options that would otherwise
accelerate and the gross value of shares of restricted stock or other awards
that would otherwise accelerate. For these purposes, “Vested Equity Value”
means (i) the value of vested restricted stock and other vested awards (other
than stock options) owned beneficially by Executive, plus (ii) the spread on
vested stock options owned beneficially by Executive, plus (iii) the gross
proceeds received by Executive or his transferee from sales of restricted stock
and payment of other awards (other than stock options) in the four-year period
ending on the date of termination of employment, plus (iv) the amount by which
gross proceeds from sales by Executive or his transferee, in the four-year
period ending on the date of termination of employment, of shares obtained upon
exercise of stock options exceeded the exercise price thereof, plus (v) the
amount by which the value of shares obtained upon exercise of stock options and
still beneficially owned by Executive or his transferee exceeds the exercise
price paid for those shares. “Total Equity Value” means Vested Equity Value
plus (i) the value of restricted stock and other awards (other than stock
options) that would vest as a part of Severance Package or Change in Control
Benefits, plus (ii) the spread on stock options that would vest as a part of
Severance Package or Change in Control Benefits, calculated as the aggregate of
the amount by which the value of a share of stock issuable upon exercise of
each stock option vesting as part of the Severance Package or Change in Control
Benefits exceeds the exercise price payable therefor. Measures of value of
stock options, restricted stock and other awards will be taken at fair market
value on the date of termination of employment.






	 	(4)	 	If any Change in Control occurs within 365 days following the
date of this Agreement, or a definitive agreement for a Change in Control is
signed within 365 days following the date of this Agreement and pursuant to
that definitive agreement a Change in Control is subsequently consummated
within 180 days following the execution thereof, and in connection with that
Change in Control a Qualifying Termination occurs so that Executive would be
entitled to the Change in Control Benefits, then notwithstanding any other
provision of this Agreement or any other agreement between Executive and the
Company or any plan pursuant to which equity awards are made to Executive, the
Total Realization shall not exceed the Special Limit. If the Total Realization
would otherwise exceed the Special Limit, then the Change in Control Benefits
other than continuation of insurance benefits shall be reduced to the extent
necessary to limit the Total Realization to the Special Limit, first by
reduction of the continuation of salary, then if necessary by reduction of the
continuation of bonus, then if necessary by reduction of acceleration of
vesting of stock options, then if necessary by reduction of acceleration of
vesting of restricted stock, and finally if necessary by reduction of vesting
of any other awards. However, if the Total Realization exceeds the Special
limit without any Change in Control Benefits, the Executive will not be
required to make any payment to the Company in respect of that excess. For
these purposes, (i) “Total Realization” means the sum of the Total Equity Value
plus all cash payable as part of the Change in Control Benefits (but excluding
the value of continuation of insurance benefits); (ii) “Special Limit” means
$8.0 million; and (iii) the value of the Change in Control Benefits shall be
the gross amount of salary continuation and bonus continuation, the gross
spread on stock options that would vest as a part of the Change in Control
Benefits, and the gross value of restricted stock and other awards (other than
stock options) that would vest as a part of the Change in Control Benefits.
Measures of value of stock options, restricted stock and other awards will be
taken at fair market value on the date of termination of employment.





Section 7 – Gross-up Payments.




	 	(a)	 	If Executive becomes obligated to pay any excise tax on excess parachute
payments under Section 4999 of the Internal Revenue Code of 1986, as amended (the
“Code”) or any similar or successor law or regulation, whether as a result of benefits
provided to Executive under this Agreement or another agreement by or plan of the
Company, the Company shall pay an additional amount (the “Gross-Up Payment”) to
Executive at the time specified in the following paragraph. The Gross-Up Payment shall
be equal to the amount necessary so that the net amount retained by Executive, after
subtracting the parachute excise tax imposed by Section 4999 of the Code or any
successor statute then in effect (the “Excise Tax”), and after also subtracting all
federal, state or local income tax, FICA tax and Excise Tax on the Gross-Up Payment,
shall be equal to the net amount Executive would have retained if no Excise Tax had
been imposed and no Gross-Up Payment had been paid. The amount of the Gross-Up Payment
shall be determined in good faith by independent accountants or tax counsel selected by
the Company and acceptable to Executive, who shall apply the following assumptions: (i)
Executive shall be treated as paying federal income taxes at the highest marginal rate
in the calendar year in which the Gross-Up Payment is made, and (ii) Executive shall be
treated as paying state and local income taxes at the highest marginal rate(s) in the
calendar year in which the Gross-Up Payment is made in the locality of Executive’s
residence as of the effective date of Executive’s termination or resignation, net of
the maximum reduction in federal income taxes that could be obtained from deducting
those state and local taxes.






	 	(b)	 	The Gross-Up Payment shall be made within thirty days after the event that
triggered the Company’s obligation to provide the benefits upon which taxes as
described in this Section 7 are payable (the “Triggering Event”), provided that
if the Gross-Up Payment cannot be determined within that time, the Company shall pay
Executive within that time an estimate, determined in good faith by the Company, of the
minimum amount of the Gross-Up Payment and shall pay the remainder (plus interest at
the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount can be
determined but in no event later than the 60th day after the Triggering Event. If the
estimated payment is more than the amount later determined to have been due, the excess
(plus interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be
repaid by Executive within five business days after written demand.






	 	(c)	 	If the actual Excise Tax imposed is less than the amount that was taken into
account in determining the amount of the Gross-Up Payment, Executive shall repay at the
time that the amount of the reduced Excise Tax is finally determined the portion of the
Gross-Up Payment attributable to that reduction (plus the portion of the Gross-Up
Payment attributable to the Excise Tax, FICA tax and federal, state and local income
tax imposed on the portion of the Gross-Up Payment being repaid by Executive, to the
extent the repayment results in a reduction in or refund of the Excise Tax, FICA tax or
federal, state or local income tax), plus interest on the amount of the repayment at
the rate provided in Section 1274(b)(2)(B) of the Code. If the actual Excise Tax
imposed is more than the amount that was taken into account in determining the amount
of the Gross-Up Payment, the Company shall make an additional gross-up payment in
respect of such excess (plus interest at the rate provided in Section 1274(b)(2)(B) of
the Code) at the time that the amount of the excess is finally determined.






	 	(d)	 	Notwithstanding anything to the contrary herein, the parties agree that if the
payments under this Section 7 are treated as nonqualified deferred compensation
under Section 409A of the Code, the parties will negotiate this section in good faith
to avoid adverse tax consequences to Executive.





Section 8 - Other Agreements. 




	 	(a)	 	Non-Solicitation; Non-Disclosure, etc. In consideration for the
provisions of this Agreement, among other things, Executive is separately entering into
a Confidentiality, Non-Disclosure and Developments Agreements in the form of
Exhibit E (the “Confidentiality Agreement”).






	 	(b)	 	No Violation of Other Agreements. Executive hereby represents that he
is not bound by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of his employment with the Company or to refrain from
competing, directly or indirectly, with the business of such previous employer or any
other party, except for any such agreement that could not reasonably be expected to
compromise Executive’s ability to perform his duties as President and Chief Executive
Officer of the Company. Executive further represents that, to his knowledge and
belief, he has not breached any agreement not to compete or any agreement to keep in
confidence proprietary information, knowledge or data acquired by him in confidence or
in trust prior to his employment with the Company, and Executive acknowledges the
Company’s desire and direction that he not breach any such agreement in the performance
of his services hereunder. Accordingly, the Company agrees that any failure or refusal
of the Executive to perform his duties as President and Chief Executive Officer of the
Company shall not constitute “Cause” to the extent such failure or refusal is
attributable to the Executive’s compliance with any agreement to keep in confidence
proprietary information, knowledge or data acquired by him in confidence or in trust
prior to his employment with the Company.






	 	(c)	 	Plans and Priorities. The Company does not have a conventional
headquarters due to distribution of its executive management. The Board has informed
Executive that the Company needs to adapt its organization and infrastructure to better
serve its objectives. Accordingly, within 12 months from the Effective Date, Executive
will present to the Board his priorities for management and change in the Company,
together with a detailed plan to address these priorities. One of the priorities will
be to address the issues related to the Company’s headquarters, organization and
infrastructure. With the Board’s input and approval, the plan will be implemented, and
if the best interests of the Company are served by establishing a conventional
headquarters somewhere other than California, then Executive will relocate his
residence to the area in which that headquarters is located, in a timeframe that is
reasonable in light of the Company’s other priorities. The plan will address what
other Company personnel, including senior officers, may be encouraged or required to
relocate to the new headquarters. If Executive relocates as contemplated by this
provision, he will be entitled to a relocation benefits under the Company’s relocation
program, provided that the benefits made available will be consistent with his position
as CEO.






	 	(d)	 	Board Tenure. If Executive is a member of the Board at the time of
termination of his employment for any reason, he will immediately offer his resignation
to the Board.






	 	(e)	 	Registration. Executive will use reasonable efforts to utilize the
safe harbor provided by Rule 144 under the Securities Act of 1933 to exempt from
registration sales by Executive of shares derived from the Initial Grants. If and to
the extent that Executive cannot implement and execute a plan to achieve reasonable
liquidity from sales of shares derived from the Initial Grants pursuant to Rule 144,
the Company will use reasonable efforts to provide an effective registration statement
to cover sales by Executive of such shares, provided that Executive and the Company
will cooperate to determine timing and duration for such registration that is not
adverse to the Company’s interests.






	 	(f)	 	Conduct. Executive will observe the Company’s policies, conduct
himself in a manner befitting the Chief Executive Officer of a public company, and
provide reasonable cooperation with legal authorities in any investigation or
proceeding involving the Company or his service to the Company, to the extent legally
required or reasonably directed by the Board.





Section 9 - Notices. All notices or communications hereunder shall be in
writing, addressed as follows, or otherwise as directed in a written notice from the party wishing
to make changes hereto:



To the Company: Eclipsys Corporation



ATTN: Chairman




Address, Telephone and Facsimile numbers then listed in the
Company’s directory



with a copy to: the Company’s General Counsel




Address, Telephone and Facsimile numbers then listed in the
Company’s directory




	 	 	 	To the Executive: To the address, telephone number and facsimile
number then reflected in the Company’s payroll records





Any such notice or communication shall be delivered by hand or sent certified or registered mail,
return receipt requested, postage prepaid, or by reputable overnight courier addressed as above (or
to such other address as such party may designate in a notice duly delivered as described above),
and the time of actual delivery, if delivered by hand, the next business day, if sent by overnight
courier, or the third (3rd) business day after the actual date of mailing, if sent by
mail, shall constitute the time at which notice was given.



Section 10 - Severability. If any part of this Agreement as applied to any
party or to any circumstance is adjudged by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable for any reason, then (i) the invalidity of that part shall in no way
affect (to the maximum extent permissible by law) the application of such part under circumstances
different from those adjudicated by the court, the application of any other part of this Agreement,
or the enforceability or invalidity of this Agreement as a whole; and (ii) such part shall be
deemed amended to the extent necessary to conform to applicable law so as to be valid, legal,
effective and enforceable or, if such part cannot be so amended without materially altering the
intention of the parties, then such part will be stricken and the remainder of this Agreement shall
continue in full force and effect.



Section 11 - Assignment and Assumption. This Agreement shall be binding upon
and inure to the benefit of the heirs and representatives of Executive and the assigns and
successors of the Company, but neither this Agreement nor any rights or obligations hereunder shall
be assignable or otherwise subject to hypothecation by Executive (except by will or by operation of
the laws of intestate succession) or by the Company, except that the Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all
of the stock, assets or business of the Company and shall cause such successor to assume this
Agreement, which assumption shall not relieve the Company of its obligations to Executive hereunder
unless so agreed in writing by Executive. The Company’s successor, or the Company’s assignee
following such an assignment, shall have all the rights of the Company hereunder, and Executive’s
obligations hereunder will be to the successor or assignee thereafter.



Section 12 - Amendment. This Agreement may only be amended by written
agreement of the parties hereto.



Section 13 — Survivorship. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations. The provisions of this Section 13
are in addition to the survivorship provisions of any other section of this Agreement.



Section 14 - Governing Law; Venue and Jurisdiction. This Agreement shall be
governed by and construed under and in accordance with the laws of the State of Florida (without
reference to the conflicts of law provisions thereof). Subject to the following sentence, if any
judicial or administrative proceeding or claim relating to or pertaining to this Agreement is
initiated by either party hereto, such proceeding or claim shall and must be filed in a state or
federal court located in Palm Beach County or Miami-Dade County, Florida, and the Company and
Executive each consents to the jurisdiction of such a court. If Executive brings any judicial or
administrative proceeding or claim relating to or pertaining to his right to receive payment or
provision of compensation (including without limitation salary, bonuses or equity-based awards) or
benefits from the Company, other than a claim arising in connection with the Company’s enforcement
of its rights under the Agreement re Specified Acts, such proceeding or claim may, in Executive’s
discretion, be filed in a state or federal court located in San Francisco County, California, and
if so filed the Company and the Executive each consents to the jurisdiction of such a court, which
shall be the exclusive jurisdiction therefor, and the Company shall not contest such jurisdiction
or seek to remove the matter to any other jurisdiction.



Section 15 - Prior Agreement; Coordination of Benefits. This Agreement
including the exhibits hereto, and the indemnity provisions of the Company’s charter to the extent
applicable, contain the entire understanding between the parties hereto regarding terms of
Executive’s employment (other than any agreements that may be entered into after the date hereof
between the Company and Executive) and supersedes in all respects any prior or other employment
agreement or understanding, both written and oral. In the event of a conflict between this
Agreement and any policy or plan that applies generally to employees or executives of the Company
regarding compensation, employee benefits, performance bonuses, healthcare, retirement, severance,
change in control, relocation, or equity programs such as Restricted Stock or Option awards, this
Agreement shall control unless the generally applicable plan or program would provide a greater
benefit or award to Executive, in which case the terms of such plan or program shall control over
this Agreement.



Section 16 - Withholding. The Company shall be entitled to withhold from
payment any amount of withholding required by law.



Section 17 - Section Headings and Construction. The headings of sections in
this Agreement are provided for convenience only and will not effect its construction or
interpretation. All references to “Sections” or “Exhibits” refer to the corresponding section or
exhibit of this Agreement unless otherwise specified. All words used in this Agreement will be
construed to be of such gender or number as circumstances require.



Section 18 - Counterparts. This Agreement may be executed in one (1) or more
counterparts, each of which will be deemed to be an original copy of this Agreement and all of
which, when taken together, will be deemed to constitute one and the same Agreement.



Section 19 – Acknowledgement. Executive states and represents that he has had
an opportunity to fully discuss and review the terms of this Agreement including its exhibits with
an attorney. Executive further states and represents that he has carefully read this Agreement
including its exhibits, understands the contents herein, freely and voluntarily assents to all of
the terms and conditions hereof, and signs his name of his own free act.



Section 20 – Attorneys’ Fees. In the event that either party brings a legal
action against the other in connection with the employment relationship between them, including
without limitation an action to enforce this Agreement or any of the exhibits hereto, the party, if
either, that is judicially determined to be the prevailing party in such action shall be entitled
to recover his or its reasonable attorney’s fees and legal costs incurred in connection with such
action.



Intending to be legally bound hereby, the parties have executed this Agreement as of the
Effective Date.



	 	 	 	 	 
	ECLIPSYS CORPORATION	 	 	 	 
	By:_______________________
Name: Eugene V. Fife
	 	 	—	 
	Title: Chairman & CEO
	 	R. Andrew Eckert







1




EXHIBIT A-1 TO EMPLOYMENT AGREEMENT




Notice of Grant of Stock Option



	 	 	 
	Notice of Grant of Stock Option	 	Eclipsys Corporation
	Employee

	 	ID: 65-0632092
	 
	 	 
	R. Andrew Eckert

	 	Option Number:
	
 
	 	Plan: 2005 Inducement Grant

Stock Incentive Plan

Employee ID:
	 
	 	 
	Effective November 14, 2005 (the “Grant Date”), you have been granted a non-statutory option to buy 525,000 shares of
common stock of Eclipsys Corporation (the “Company”) at an exercise price of $    per share. This option will vest and
become exercisable with respect to 20% of the underlying shares on December 1, 2006 (the “First Vesting Date”); and (ii) with
respect to the remaining 80% of the underlying shares in 48 equal consecutive monthly installments on the first day of each
calendar month following the First Vesting Date, provided that vesting will not occur if you are not employed with the Company
(as defined in the Plan) (or serving as a member of the Company’s Board of Directors) on the scheduled vesting date.
The option is granted under and governed by the terms and conditions of this Notice, the Company’s 2005 Inducement Grant Stock
Incentive Plan (the “Plan”), the Employment Agreement between you and the Company dated October 24, 2005 (the “Employment
Agreement”), the Agreement re Specified Acts between you and the Company dated October 24, 2005 (the “Agreement re Specified
Acts”), and any other applicable written agreement between you and the Company. The agreements referenced in this paragraph
are referred to in this Notice as the “Applicable Agreements.” By your acceptance of this option, and also by its exercise,
you agree to such terms and conditions and confirm that your receipt and exercise of this option is voluntary.
Unless otherwise provided in the Plan or the Applicable Agreements, (i) no vesting will occur before the First Vesting Date;
(ii) vesting will occur only on scheduled vesting dates, without any ratable vesting for periods of time between vesting dates;
(iii) notwithstanding the foregoing, vesting will be suspended during the portion of any leave of absence (LOA) you have in
excess of 60 days, and if you return to work following such a LOA, any scheduled vesting dates that passed during the
suspension of vesting will be added to the end of the original vesting schedule, with vesting on each such additional vesting
date in the amount of shares not vested on the corresponding vesting date during the period of the suspension; (iv) the Company
may in its discretion cancel this option in whole or part, whether or not vested, and whether or not your employment is
continuing, if you breach in any material respect any material contractual obligation or legal duty to the Company and fail to
cure that breach within 30 days of receipt of written notice thereof from the Company, provided that a final determination that
such a breach has occurred and not been cured within the 30 day notice period must be made by the Company’s Board of Directors
after giving you an opportunity to be heard by the Board, and provided further than a failure of the Company to assert any
breach shall not waive any subsequent breach; and (v) this option and the underlying shares are subject to the Agreement re
Specified Acts, which may result in loss of some of all of the benefit of this grant.
Except as otherwise provided in the Plan or the Applicable Agreements, any termination of your employment for any reason or no
reason will result in cessation of vesting and lapse of the option to the extent not yet vested at the time of termination
(unless you are then or are becoming a member of the Board of Directors of the Company), and vested options may be exercised
only for a period of 90 days following termination of your employment (or Board service if you are a member of the Company’s
Board of Directors at the time of termination of your employment) (or 365 days following termination if your employment ends as
a result of death).
Unless otherwise permitted by the Company’s Board of Directors, you must pay the exercise price and meet any tax obligations in
cash. The option expires on the
tenth an
niversary of the Grant Date or such earlier date as the Plan provides.
For purposes of this option, the definition of “Good Reason” under the Plan shall be the same as the definition of Good Reason
in the Employment Agreement, notwithstanding any Plan provision to the contrary.

	 
	 	 
	The Plan, the Company’s Annual Report on Form 10-K, and other filings made by the Company with the Securities and Exchange
Commission are available for your review on the Company’s internal employee web site. You may also obtain paper copies of
these documents upon request to the Company’s HR department.
No representations or promises are made regarding the duration of your employment or service, vesting of the option, the value
of the Company’s stock or this option, or the Company’s prospects. The Company provides no advice regarding tax consequences
or your handling of this option; you agree to rely only upon your own personal advisors.

	 
	 	 
	ECLIPSYS CORPORATION
By:
 
Name
Title

	 
	 	 






2




EXHIBIT A-2 TO EMPLOYMENT AGREEMENT




Notice of Grant of Restricted Stock



	 	 	 	 	 
	Notice of Grant of Restricted Stock	 	Eclipsys Corporation
	Employee
	 	ID:  65-0632092

	 
	 	Grant Number: ______________________
	 
	 	Plan: 2005 Inducement Grant
	R. Andrew Eckert
	 	Stock Incentive Plan
	[address of recipient]
	 	Employee ID: ______________________
	Effective November 14, 2005 (the “Grant Date”), you have been granted the right to purchase, at a price of $0.01 per share,
150,000 shares (the “Shares”) of common stock of Eclipsys Corporation (the “Company”). You must pay the aggregate purchase
price for the Shares to the Company by cash, check or other method acceptable to the Company within 30 days of the date of this
Notice or the Company may cancel the grant.
This notice is a “Grant Notice” as described in the Restricted Stock Agreement between you and the Company dated November 14,
2005 (the “Restricted Stock Agreement”). This grant is made under, and this grant and the Shares are subject to and governed
by the terms and conditions of, this Notice, the Restricted Stock Agreement including the restrictions on transfer set forth
therein, the Company’s 2005 Inducement Grant Stock Incentive Plan (the “Plan”), the Employment Agreement between you and the
Company dated October 24, 2005 (the “Employment Agreement”), the Agreement re Specified Acts between you and the Company dated
October 24, 2005 (the “Agreement re Specified Acts”), and any other applicable written agreement between you and the Company.
The agreements referenced in this paragraph are referred to in this Notice as the “Applicable Agreements.” By your acceptance
and payment for the Shares, you agree to such terms and conditions and confirm that your receipt of and payment for the Shares
is voluntary.
For purposes of this Notice, (i) “Vesting Date” means each June 1 and December 1; and (ii) a complete calendar month will begin
on the first day of each calendar month and end on the last day of that calendar month. Subject to the Applicable Agreements,
20% of the total number of Shares shall vest on December 1, 2006 (the “First Vesting Date”), and an additional 10% of the total
number of Shares shall vest on each of the eight Vesting Dates next succeeding the First Vesting Date.
Unless otherwise provided in the Plan or the Applicable Agreements, (i) no Shares will vest before the First Vesting Date; (ii)
vesting of Shares will occur only on Vesting Dates, without any ratable vesting for periods of time between Vesting Dates;
(iii) notwithstanding the foregoing, vesting will be suspended during the portion of any leave of absence (LOA) you have in
excess of 60 days, and if you return to work following such a LOA, any Vesting Dates that passed during the suspension of
vesting will be added to the end of the original vesting schedule, with vesting on each such additional Vesting Date in the
amount of shares not vested on the corresponding Vesting Date during the period of the suspension, contingent upon your
continued employment; (iv) the Company may in its discretion cancel this grant in whole or part, whether or not vested, and
whether or not your employment is continuing, and repurchase the cancelled Shares you own on the date of the breach (whether or
not vested) at the purchase price you paid, if you breach in any material respect any material contractual obligation or legal
duty to the Company and fail to cure that breach within 30 days of receipt of written notice thereof from the Company, provided
that a final determination that such a breach has occurred and not been cured within the 30 day notice period must be made by
the Company’s Board of Directors after giving you an opportunity to be heard by the Board, and provided further that a failure
of the Company to assert any breach shall not waive any subsequent breach; and (v) the Shares are subject to the Agreement re
Specified Acts, which may result in loss of some of all of the benefit of this grant.
Except as otherwise provided in the Plan or the Applicable Agreements, any termination of your employment for any reason or no
reason will result in cessation of vesting, cancellation of this grant, and forfe
iture to
the
Company of any Shares not vested
at the time your employment terminates (unless you are then or are becoming a member of the Board of Directors of the Company).
For purposes of this grant and the Shares, the definition of Good Reason under the Plan shall be the same as the definition of
Good Reason in the Employment Agreement, notwithstanding any Plan provision to the contrary.

	The Plan, the Company’s Annual Report on Form 10-K, and other filings made by the Company with the Securities and Exchange
Commission are available for your review on the Company’s internal employee web site. You may also obtain paper copies of
these documents upon request to the Company’s HR department.
No representations or promises are made regarding the duration of your employment or service, vesting of the Shares, the value
of the Company’s stock or this grant, or the Company’s prospects. The Company provides no advice regarding tax consequences or
your handling of the Shares; you agree to rely only upon your own personal advisors.

	ECLIPSYS CORPORATION
By:
 
Name & Title







3




EXHIBIT A-3 TO EMPLOYMENT AGREEMENT




Restricted Stock Agreement



RESTRICTED STOCK AGREEMENT




This Restricted Stock Agreement (this “Agreement”) is made as of November 14, 2005 by Eclipsys
Corporation, a Delaware corporation (“Eclipsys”) and R. Andrew Eckert (“Recipient”) to govern
awards of restricted stock by Eclipsys to Recipient made from time to time pursuant to Grant
Notices (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 and
issue to Recipient shares of Eclipsys’s common stock that are subject to the restrictions described
in, and other provisions of, this Agreement (the “Restricted Stock”). No grants of Restricted
Stock are promised by this Agreement. Each grant of Restricted Stock will be documented by a
written notice delivered by Eclipsys to Recipient (a “Grant Notice”) stating: (i) that the
Restricted Stock described therein is subject to this Agreement, (ii) the number of shares of
Restricted Stock subject to the grant, (iii) the schedule and any other conditions for vesting of
the Restricted Stock, and (iv) such other terms and conditions applicable to the Restricted Stock
as Eclipsys may determine. As a condition to each grant of Restricted Stock, Recipient is required
to pay to Eclipsys $.01 by cash or check for each share of Restricted Stock (the “Acquisition
Consideration”).



2. Governing Plan. The Restricted Stock shall be granted pursuant to and (except as
specifically 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 Stock
Incentive Plan (or, for inducement grants made in connection with commencement of Recipient’s
employment, the Eclipsys Corporation 2005 Inducement Grant Stock Incentive 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. No share of Restricted Stock (including any shares
received by Recipient with respect to shares of Restricted Stock as a result of stock dividends,
stock splits or any other form of recapitalization or a similar transaction affecting Eclipsys’s
securities without receipt of consideration) may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, alienated or encumbered unless and until the conditions to
vesting of that share set forth in the Grant Notice are met and any additional requirements or
restrictions contained in this Agreement, the Grant Notice or the Plan have been satisfied,
terminated or expressly waived by Eclipsys in writing. However, this will not prohibit nominal
transfers of Restricted Stock for estate planning purposes that do not effect a change in
beneficial ownership, if the transferee agrees in writing to the terms of this Agreement.
Satisfaction of the conditions to vesting set forth in the Grant Notice and any additional
requirements or restrictions contained in this Agreement, and the resulting removal of the
restrictions imposed hereunder from particular shares of Restricted Stock, is also referred to as
“vesting” of those shares and shares from which the restrictions have been removed are referred to
as “vested.”



US1DOCS 5198605v2



(b) Cancellation of Restricted Stock. Notwithstanding Section 3(a), but
subject to the Plan, any applicable Grant Notice, and any other separate written agreement between
Eclipsys and Recipient, if any Cancellation Event occurs, then (i) vesting of any shares of
Restricted Stock originally scheduled to vest after the time that Cancellation Event occurred will
cease; (ii) any grant insofar as it relates to Restricted Stock that has not yet vested will be
cancelled; (iii) unvested Restricted Stock will be forfeited to Eclipsys and all rights of
Recipient as a stockholder of such shares will cease; (iv) Eclipsys shall be obligated to pay to
Recipient, by cash or equivalent or by cancellation of amounts owed by Recipient to Eclipsys or any
Affiliate, the Acquisition Consideration per share previously received from Recipient in respect of
all shares of Restricted Stock that are forfeited to Eclipsys; and (v) Recipient shall have no
rights to or in respect of shares of Restricted Stock that are forfeited to Eclipsys except the
right to receive the Acquisition Consideration in respect thereof. In case of a Cancellation
Event, any partially vested share will be rounded up to the nearest whole share for purposes of
determining the number of shares that are forfeited to Eclipsys. For these purposes, if Recipient
is an employee of Eclipsys or any of its present or future parent or subsidiary corporations (each
an “Affiliate”) as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the “Code”), a “Cancellation Event” means, and
shall be deemed to occur upon, the cessation of Recipient’s employment with Eclipsys or any of its
Affiliates or its successor (other than in situations in which the Recipient is or is becoming a
member of the Board of Directors of Eclipsys) for any reason, including without limitation
resignation by Recipient with or without good reason, or termination of employment by Eclipsys or
any Affiliate or its successor with or without cause. If Recipient is a member of the Board of
Directors of Eclipsys, a Cancellation Event means, and shall be deemed to occur upon, cessation of
Recipient’s service as a director of Eclipsys, unless at the time of such cessation Recipient is
then an employee of Eclipsys or any of its Affiliates, in which case Recipient shall thereafter be
treated as an employee for these purposes.



4. Voting and Other Rights. During the period prior to vesting, except as otherwise provided
herein, Recipient will have all of the rights of a stockholder with respect to all of the
Restricted Stock, including without limitation the right to vote such Restricted Stock and the
right to receive all dividends or other distributions with respect to such Restricted Stock. In
connection with the payment of such dividends or other distributions, Eclipsys will be entitled to
deduct from any amounts otherwise payable by Eclipsys to Recipient (including without limitation
salary or other compensation), except to the extent prohibited by applicable law or regulation, any
taxes or other amounts required by any governmental authority to be withheld and paid over or
deposited to such authority for Recipient’s account.



5. Handling of Shares.



(a) Certificates or Book Entries. Eclipsys may in its discretion issue physical
certificates representing Restricted Stock, or cause the Restricted Stock to be recorded in book
entry form and reflected in records maintained by or for Eclipsys. Each certificate or data base
entry representing any unvested portion of any Restricted Stock may be endorsed with a legend
substantially as set forth below, as well as such other legends as Eclipsys may deem appropriate to
comply with applicable laws and regulations:




The securities evidenced by this certificate are subject to certain limitations on transfer
and other restrictions as set forth in that certain Restricted Stock Agreement, dated as of
     , between Eclipsys and the holder of such securities, the Eclipsys
Corporation 2005 Stock Incentive Plan or 2005 Inducement Grant Stock Incentive Plan (copies
of which are available for inspection at the offices of Eclipsys), and the notice of grant
applicable to the securities.



(b) Escrow. With respect to each unvested share of Restricted Stock (including any
shares received by Recipient with respect to shares of Restricted Stock that have not yet vested as
a result of stock dividends, stock splits or any other form of recapitalization or a similar
transaction affecting Eclipsys’s securities without receipt of consideration), the Secretary of
Eclipsys, or such other escrow holder as the Secretary may appoint, will retain physical custody of
any certificate representing such share until such share vests.



(c) Delivery of Certificates. As soon as practicable after the vesting of any
Restricted Stock and upon request by Recipient, but subject to Section 5(d), Eclipsys will
deliver to Recipient or Recipient’s designee a certificate(s) free of restrictive legends
representing such vested Restricted Stock, or cause appropriate book entry or other electronic
changes to be made to reflect Recipient’s ownership of such vested Restricted Stock free of
restrictions, in any case net of the number of shares withheld by Eclipsys in payment of tax
pursuant to Section 6(a).



(d) Conditions to Vesting. At the time for vesting of any shares of Restricted Stock,
and as a condition to vesting, Recipient must, if requested by Eclipsys, make appropriate
representations in a form satisfactory to Eclipsys that such Restricted Stock will not be sold
other than (A) pursuant to an effective registration statement under the Securities Act of 1933, as
amended, or an applicable exemption from the registration requirements of such Act; (B) in
compliance with all applicable state securities laws and regulations; and (C) in compliance with
all terms and conditions of the Plan, the applicable Grant Notice, any applicable policy of
Eclipsys or any of its Affiliates, and any other written agreement between Recipient and Eclipsys
or any of its Affiliates.



6. Tax Matters.



(a) Recipient’s Tax Obligations. The vesting of Restricted Stock generally results in
taxable income for employees and is subject to appropriate income tax withholding, deposits, or
other deductions required by applicable laws or regulations. Subject to any separate written
agreement between Recipient and Eclipsys, Recipient and Recipient’s successors will be responsible
for all income and other taxes payable as a result of grant or vesting of Restricted Stock or
otherwise in connection with this Agreement. All obligations of Eclipsys or its Affiliates to pay
tax deposits to any federal, state or other taxing authority as a result of grant or vesting of
Restricted Stock will result in a commensurate obligation of Recipient to reimburse Eclipsys or its
Affiliate the amount of such tax deposits. Such obligation of Recipient shall, unless otherwise
specified in the applicable Grant Notice or in a separate written agreement between Eclipsys and
Recipient, be satisfied by the Recipient forfeiting and Eclipsys deducting and retaining from the
shares vesting at any particular time that number of shares with a value equal to the amount of the
required minimum tax withholdings that Eclipsys or its Affiliate is required to pay as a result of
such vesting, with such value measured by the same value per share used by Eclipsys or its
Affiliate to determine its tax deposit obligation and based on the minimum statutory withholding
rates for federal and state income and payroll tax purposes that are applicable to supplemental
wages. If Eclipsys or its Affiliate is required to pay additional tax deposits after the initial
issuance to Recipient of the net number of vested shares, Eclipsys or its Affiliate may require
Recipient to make up the difference in cash. If the tax deposits paid are less than Recipient’s
tax obligations, Recipient is solely responsible for any additional taxes due. If Eclipsys or its
Affiliate pays tax deposits in excess of Recipient’s tax obligations, Recipient’s sole recourse
will be against the relevant taxing authorities, and Eclipsys and its Affiliates will have no
obligation to issue additional shares or pay cash to Recipient in respect thereof. Recipient is
responsible for determining Recipient’s actual income tax liabilities and making appropriate
payments to the relevant taxing authorities to fulfill Recipient’s tax obligations and avoid
interest and penalties.



(b) Section 83(b) Election. Recipient understands that Recipient may make an election
pursuant to Section 83(b) of the Code (by filing an election with the Internal Revenue Service
within thirty (30) days after the date Recipient acquired the Restricted Stock) to include in
Recipient’s gross income the fair market value (as of the date of acquisition) of the Restricted
Stock. Recipient may make such an election under Section 83(b), or comparable provisions of any
state tax law, only if, prior to making any such election, Recipient (a) notifies Eclipsys of
Recipient’s intention to make such election, by delivering to Eclipsys a copy of the fully-executed
Section 83(b) Election Form attached hereto as Exhibit A, and (b) pays to Eclipsys an
amount sufficient to satisfy any taxes or other amounts required by any governmental authority to
be withheld or paid over to such authority for Recipient’s account, or otherwise makes arrangements
satisfactory to Eclipsys for the payment of such amounts through withholding or otherwise.
Recipient understands that if Recipient has not made a proper and timely Section 83(b) election, at
the time the forfeiture restrictions applicable to the Restricted Stock lapse, Section 83 will
generally provide that Recipient will recognize ordinary income and be taxed in an amount equal to
the fair market value (as of the date the forfeiture restrictions lapse) of the Restricted Stock
less the Acquisition Consideration paid for the Restricted Stock. For this purpose, the term
“forfeiture restrictions” includes the right of Eclipsys to cancel the Restricted Stock pursuant to
Section 3 of this Agreement. Recipient acknowledges that it is Recipient’s sole
responsibility, and not the responsibility of Eclipsys or any of its Affiliates, to file a timely
election under Section 83(b), even if Recipient requests Eclipsys or its representative to make
this filing on Recipient’s behalf. Recipient is relying solely on Recipient’s advisors with
respect to the decision as to whether or not to file a Section 83(b) election.



7. Additional Agreements



(a) Independent Advice; No Representations. Recipient acknowledges that (i) Recipient
was and is free to use professional advisors of Recipient’s choice in connection with this
Agreement and any grant of Restricted Stock, that Recipient understands this Agreement and the
meaning and consequences of receiving grants of Restricted Stock, and is entering into this
Agreement freely and without coercion or duress; and (ii) Recipient has not received and is not
relying, and will not rely, upon any advice, representations or assurances made by or on behalf of
Eclipsys or any Affiliate or any employee of or counsel to Eclipsys or any Affiliate regarding any
tax or other effects or implications of the Restricted Stock or other matters contemplated by this
Agreement or any Grant Notice.



(b) Value of Restricted Stock. No representations or promises are made to Recipient
regarding the value of the Restricted Stock or the business prospects of Eclipsys or any Affiliate.
Recipient acknowledges that information about investment in Eclipsys stock, including financial
information and related risks, is contained in Eclipsys’s SEC reports on Form 10-Q and Form 10-K,
which have been made available from Eclipsys’s Human Resources department and/or on Eclipsys’s
internal web site for Recipient’s review at any time before Recipient’s acceptance of this
Agreement or at any time during Recipient’s employment or service. Further, Recipient understands
that Eclipsys and its Affiliates and their respective employees, counsel and other representatives
do not provide tax or investment advice and acknowledges Eclipsys’s recommendation that Recipient
consult with independent specialists regarding such matters. Sale or other transfer of Eclipsys
stock may be limited by and subject to policies of Eclipsys or its Affiliates as well as applicable
securities laws and regulations.



(c) Merger, Consolidation or Reorganization. In the event of a Reorganization of
Eclipsys in which holders of shares of Common Stock of Eclipsys are entitled to receive in respect
of such shares any additional shares or new or different shares or securities, cash or other
consideration (including, without limitation, a different number of shares of Common Stock)
(“Exchange Consideration”), then Recipient will be entitled to receive a proportionate share of the
Exchange Consideration in exchange for any Restricted Stock that is then still owned by Recipient
and not cancelled; provided that, subject to any Grant Notice or other separate written agreement
between Eclipsys and Recipient, any Exchange Consideration issued to Recipient in respect of
unvested Restricted Stock will be subject to the same restrictions and vesting provisions that were
applicable to the Restricted Stock in exchange for which the Exchange Consideration was issued.



(d) No Right to Continued Employment or Service; No Positive Inference. Neither this
Agreement nor any grant of Restricted Stock confers upon Recipient any right to continue as an
employee, director or consultant of, or in any other relationship with, Eclipsys or its Affiliates,
or to any particular employment or service tenure or minimum vesting of Restricted Stock, or limits
in any way the right of Eclipsys or its Affiliates to terminate Recipient’s services to Eclipsys or
any of its Affiliates at any time, with or without cause. Restricted Stock is to motivate and
reward future performance, and no grant of Restricted Stock will be interpreted as a reward for
past performance that dictates vesting in advance of the vesting schedule specified in the
applicable Grant Notice, or an indication that the Recipient has performed well or is entitled to
any particular employment or service tenure.



8. General.



(a) Successors and Assigns. This Agreement is personal in its nature and Recipient
may not assign or transfer Recipient’s rights under this Agreement, except as specifically provided
herein or permitted by Eclipsys in writing.



(b) Notices. Any notices, demands or other communications required or desired to be
given by any party shall be in writing and shall be validly given to another party if served
personally or if deposited in the United States mail, certified or registered, postage prepaid,
return receipt requested. If such notice, demand or other communication shall be served
personally, service shall be conclusively deemed made at the time of such personal service. If
such notice, demand or other communication is given by mail, such notice shall be conclusively
deemed given forty-eight (48) hours after the deposit thereof in the United States mail addressed
to the party to whom such notice, demand or other communication is to be given as hereinafter set
forth:



	 	 	 
	To Eclipsys:

	 	Eclipsys, Inc.

1750 Clint Moore Road

Boca Raton, Florida 33487

Attention: General Counsel
	 
	 	 
	To Recipient:

	 	At Recipient’s address of record as maintained in Eclipsys’s employment files






Any party may change its address for the purpose of receiving notices, demands and other
communications by providing written notice to the other party in the manner described in this
paragraph.



(c) Entire Agreement. Except as this Agreement and/or another written agreement
between Eclipsys and Recipient may expressly provide otherwise, this Agreement, the Plan, and any
Grant Notices constitute the entire agreement and understanding of Eclipsys (together with its
Affiliates) and Recipient with respect to Restricted Stock, and supersede all prior written or
verbal agreements and understandings between Recipient and Eclipsys (together with its Affiliates)
relating to such subject matter. Recipient has not received and is not relying upon, and will not
rely upon, any representations by any employee of or counsel to or other representative of Eclipsys
or any of its Affiliates in connection with this Agreement or any grant of Restricted Stock
hereunder. This Agreement may only be amended by written instrument signed by Recipient and an
authorized officer of Eclipsys.



(d) Governing Law; Severability. This Agreement will be construed and interpreted
under the laws of the State of Delaware applicable to agreements executed and to be wholly
performed within the State of Delaware. If any part of this Agreement as applied to any party or
to any circumstance is adjudged by a court of competent jurisdiction to be invalid, illegal, void
or unenforceable for any reason, then (i) the invalidity of that part shall in no way affect (to
the maximum extent permissible by law) the application of such part under circumstances different
from those adjudicated by the court, the application of any other part of this Agreement, or the
enforceability or invalidity of this Agreement as a whole; and (ii) such part shall be deemed
amended to the extent necessary to conform to applicable law so as to be valid, legal, effective
and enforceable or, if such part cannot be so amended without materially altering the intention of
the parties, then such part will be stricken and the remainder of this Agreement shall continue in
full force and effect.



(e) Remedies. All rights and remedies provided pursuant to this Agreement or by law
shall be cumulative, and no such right or remedy shall be exclusive of any other. A party may
pursue any one or more rights or remedies hereunder or may seek damages or specific performance in
the event of another party’s breach hereunder or may pursue any other remedy by law or equity,
whether or not stated in this Agreement.



(f) Interpretation. Headings herein are for convenience of reference only, do not
constitute a part of this Agreement, and will not affect the meaning or interpretation of this
Agreement. References herein to Sections are references to the referenced Section hereof, unless
otherwise specified.



(g) Waivers; Amendments. The waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any later breach of that provision.
This Agreement may be modified only by written agreement signed by Recipient and Eclipsys.



(h) Counterparts. This Agreement may be executed in more than one counterpart, each
of which shall be deemed an original, but all of which together shall constitute but one and the
same instrument. Facsimile or photographic copies of originally signed copies of this Agreement
will be deemed to be originals.



	 	 	 
	ECLIPSYS CORPORATION	 	 
	By:

	 	

	Name:

	 	

	Title:

	 	R. Andrew Eckert
	 
	 	 






4




EXHIBIT A

to Restricted Stock Agreement




ELECTION TO INCLUDE VALUE OF RESTRICTED PROPERTY

IN GROSS INCOME IN YEAR OF TRANSFER

INTERNAL REVENUE CODE § 83(b)





The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code with
respect to the property described below, and supplies the following information in accordance
with the regulations promulgated thereunder:



1. Name, address and taxpayer identification number of the undersigned:



Taxpayer I.D. No.:



2. Description of property with respect to which the election is being made:


     shares of Common Stock of Eclipsys Corporation, a Delaware corporation (the “Company”)



3. Date on which property was transferred:      



4. Taxable year to which this election relates:      



5. Nature of the restrictions to which the property is subject:


If the taxpayer’s service to the Company terminates for any reason before the Common Stock vests,
the Company will repurchase the Common Stock from the taxpayer at $.01 per share. The Common Stock
vests according to the following schedule:       



The Common Stock is non-transferable in the taxpayer’s hands, by virtue of language to that effect
stamped on the stock certificate.



6. Fair market value of the property:


The fair market value at the time of transfer (determined without regard to any restrictions other
than restrictions that by their terms will never lapse) of the property with respect to which this
election is being made is $    per share.



7. Amount paid for the property:


The amount paid by the taxpayer for said property is $.01 per share.



8. Furnishing statement to employer:


A copy of this statement has been furnished to      



	 	 	 	 	 
	Date:
	 	 	—	 
	   Signature







Printed Name



This election must be filed with the Internal Revenue Service Center with which taxpayer files his
or her Federal income tax returns and must be made within thirty (30) days after receipt of the
Restricted Stock. This filing should be made by registered or certified mail, return receipt
requested. The taxpayer must retain two (2) copies of the completed form, one for filing with his
or her Federal and state tax returns for the current tax year and an additional copy for his or her
records.



5



EXHIBIT A-4 TO EMPLOYMENT AGREEMENT




2005 Inducement Grant Stock Incentive Plan



ECLIPSYS CORPORATION

2005 INDUCEMENT GRANT STOCK INCENTIVE PLAN




1. Purpose



The purpose of this 2005 Inducement Grant Stock Incentive Plan (the “Plan”) of Eclipsys
Corporation, a Delaware corporation (the “Company”), is to provide terms and conditions to govern
inducement grants made by the Company under Section 4350(i)(1)(A)(iv) of the NASD Marketplace Rules
(“Inducement Grants”). Such grants are intended to advance the interests of the Company’s
stockholders by enhancing the Company’s ability to recruit, retain and motivate persons who are
expected to make important contributions to the Company and by providing such persons with equity
ownership opportunities and performance-based incentives that are intended to align their interests
with those of the Company’s stockholders. Except where the context otherwise requires, the term
“Company” shall include any of the Company’s present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any
regulations promulgated thereunder (the “Code”) and any other business venture (including, without
limitation, joint venture or limited liability company) in which the Company has a controlling
interest, as determined by the Board of Directors of the Company (the “Board”).



2. Eligibility



Prospective and newly hired employees of the Company are eligible to receive Inducement Grants
in the form of options, stock appreciation rights, restricted stock, restricted stock units and
other stock-based awards and commitments therefore (each an “Award”) under the Plan. Each person
who receives an Award under the Plan is deemed a “Participant”.



3. Administration and Delegation



(a) Administration by Board of Directors. The Plan will be administered by the Board.
The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative
rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in
the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be
the sole and final judge of such expediency. All decisions by the Board shall be made in the
Board’s sole discretion and shall be final and binding on all persons having or claiming any
interest in the Plan or in any Award. No director or person acting pursuant to the authority
delegated by the Board shall be liable for any action or determination relating to or under the
Plan made in good faith.



(b) Appointment of Committees. To the extent permitted by applicable law, the Board
may delegate any or all of its powers under the Plan to one or more committees or subcommittees of
the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a
Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee or officers.



(c) Delegation to Officers. To the extent permitted by applicable law, the Board may
delegate to one or more officers of the Company the power to grant Awards to employees or officers
of the Company or any of its present or future subsidiary corporations and to exercise such other
powers under the Plan as the Board may determine, provided that the Board shall fix the terms of
the Awards to be granted by such officers (including the exercise price of such Awards, which may
include a formula by which the exercise price will be determined) and the maximum number of shares
subject to Awards that the officers may grant; provided further, however, that no officer shall be
authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the
Company (as defined by Rule 16a-1 under the Exchange Act).



4. Stock Available for Awards



(a) Number of Shares. Subject to adjustment under Section 9, Awards may be made under
the Plan for 1,200,000 shares of common stock, $.01 par value per share, of the Company (the
“Common Stock”). The Board may in its discretion increase the number of shares of Common Stock
available for Awards under the Plan from time to time. If any Award expires or is terminated,
surrendered or canceled without having been fully exercised or is forfeited in whole or in part
(including as the result of shares of Common Stock subject to such Award being repurchased by the
Company at the original issuance price pursuant to a contractual repurchase right) or results in
any Common Stock not being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options
(as hereinafter defined), the foregoing provisions shall be subject to any limitations under the
Code. SARs (as hereinafter defined) to be settled in shares of Common Stock shall be counted in
full against the number of shares available for award under the Plan, regardless of the number of
shares of Common Stock issued on settlement of the SAR; provided, however, that SARs to be settled
only in cash shall not be so counted. Shares issued under the Plan may consist in whole or in part
of authorized but unissued shares or treasury shares.



(b) Section 162(m) Sub-limit. Subject to adjustment under Section 9, the maximum
number of shares of Common Stock with respect to which Awards may be granted to any Participant
under the Plan shall be 1,000,000 per calendar year. For purposes of the foregoing limit, the
combination of an Option (as hereafter defined) in tandem with an SAR shall be treated as a single
Award. The per-Participant limit described in this Section 4(b)(1) shall be construed and applied
consistently with Section 162(m) of the Code or any successor provision thereto, and the
regulations thereunder (“Section 162(m)”).



5. Stock Options



(a) General. The Board may grant options to purchase Common Stock (each, an “Option”)
and determine the number of shares of Common Stock to be covered by each Option, the exercise price
of each Option and the conditions and limitations applicable to the exercise of each Option,
including conditions relating to applicable federal or state securities laws, as it considers
necessary or advisable. An Option which is not intended to be an Incentive Stock Option (as
hereinafter defined) shall be designated a “Nonstatutory Stock Option”.



(b) Incentive Stock Options. An Option that the Board intends to be an “incentive
stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be
granted to employees of Eclipsys Corporation, any of Eclipsys Corporation’s present or future
parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other
entities the employees of which are eligible to receive Incentive Stock Options under the Code, and
shall be subject to and shall be construed consistently with the requirements of Section 422 of the
Code. The Company shall have no liability to a Participant, or any other party, if an Option (or
any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option
or for any action taken by the Board pursuant to Section 10(f), including without limitation the
conversion of an Incentive Stock Option to a Nonstatutory Stock Option.



(c) Exercise Price. The Board shall establish the exercise price of each Option and
specify such exercise price in the applicable option agreement; provided, however, that the
exercise price shall not be less than 100% of the Fair Market Value (as defined below) at the time
the Option is granted.



(d) Duration of Options. Each Option shall be exercisable at such times and subject
to such terms and conditions as the Board may specify in the applicable option agreement, provided,
however, that no Option will be granted for a term in excess of 10 years.



(e) Exercise of Option. Options may be exercised by delivery to the Company of a
written notice of exercise signed by the proper person or by any other form of notice (including
electronic notice) approved by the Board together with payment in full as specified in Section 5(f)
for the number of shares for which the Option is exercised. Shares of Common Stock subject to the
Option will be delivered by the Company following exercise either as soon as practicable or,
subject to such conditions as the Board shall specify, on a deferred basis (with the Company’s
obligation to be evidenced by an instrument providing for future delivery of the deferred shares at
the time or times specified by the Board).



(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option
granted under the Plan shall be paid for as follows:




(1) in cash or by check, payable to the order of the Company;




(2) except as the Board may otherwise provide in an option agreement, by (i) delivery
of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly
to the Company sufficient funds to pay the exercise price and any required tax withholding
or (ii) delivery by the Participant to the Company of a copy of irrevocable and
unconditional instructions to a creditworthy broker to deliver promptly to the Company cash
or a check sufficient to pay the exercise price and any required tax withholding;




(3) when the Common Stock is registered under the Securities Exchange Act of 1934 (the
“Exchange Act”), by delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by (or in a manner approved by) the Board (“Fair
Market Value”), provided (i) such method of payment is then permitted under applicable law,
(ii) such Common Stock, if acquired directly from the Company, was owned by the Participant
for such minimum period of time, if any, as may be established by the Board in its
discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture,
unfulfilled vesting or other similar requirements;




(4) to the extent permitted by applicable law and by the Board, by (i) delivery of a
promissory note of the Participant to the Company on terms determined by the Board, or (ii)
payment of such other lawful consideration as the Board may determine; or




(5) by any combination of the above permitted forms of payment.



(g) Substitute Options. In connection with a merger or consolidation of an entity
with the Company or the acquisition by the Company of property or stock of an entity, the Board may
grant Options in substitution for any options or other stock or stock-based awards granted by such
entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems
appropriate in the circumstances, notwithstanding any limitations on Options contained in the other
sections of this Section 5 or in Section 2. Substitute Options shall not count against the overall
share limit set forth in Section 4(a), except as may be required by reason of Section 422 and
related provisions of the Code.



6. Stock Appreciation Rights.



(a) General. A stock appreciation right, or “SAR”, is an Award entitling the holder,
upon exercise, to receive an amount in Common Stock determined by reference to appreciation, from
and after the date of grant, in the fair market value of a share of Common Stock. The base price
from which such appreciation is measured shall not be less than 100% of the Fair Market Value on
the date of grant. The date as of which such appreciation or other measure is determined shall be
the exercise date. SARs granted hereunder shall expire no later than 10 years after the date of
grant.



(b) Grants. SARs may be granted in tandem with, or independently of, Options granted
under the Plan.




(1) Tandem Awards. When SARs are expressly granted in tandem with Options, (i)
the SAR will be exercisable only at such time or times, and to the extent, that the related
Option is exercisable (except to the extent designated by the Board in connection with a
Reorganization Event or a Change in Control Event) and will be exercisable in accordance
with the procedure required for exercise of the related Option; (ii) the SAR will terminate
and no longer be exercisable upon the termination or exercise of the related Option, except
to the extent designated by the Board in connection with a Reorganization Event or a Change
in Control Event and except that a SAR granted with respect to less than the full number of
 shares covered by an Option will not be reduced until the number of shares as to which the
related Option has been exercised or has terminated exceeds the number of shares not covered
by the SAR; (iii) the Option will terminate and no longer be exercisable upon the exercise
of the related SAR; and (iv) the SAR will be transferable only with the related Option.




(2) Independent SARs. A SAR not expressly granted in tandem with an Option
will become exercisable at such time or times, and on such conditions, as the Board may
specify in the SAR Award.



(c) Exercise. SARs may be exercised by delivery to the Company of a written notice of
exercise signed by the proper person or by any other form of notice (including electronic notice)
approved by the Board, together with any other documents required by the Board.



7. Restricted Stock; Restricted Stock Units.



(a) General. The Board may grant Awards entitling recipients to acquire shares of
Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of
such shares at their issue price or other stated or formula price from the recipient in the event
that conditions specified by the Board in the applicable Award are not satisfied prior to the end
of the applicable restriction period or periods established by the Board for such Award. Instead
of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to
receive shares of Common Stock to be delivered at the time such shares of Common Stock vest
(“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein
as a “Restricted Stock Award”).



(b) Terms and Conditions. The Board shall determine the terms and conditions of a
Restricted Stock Award, including the conditions for repurchase and the issue price.



(c) Stock Certificates. Any stock certificates issued in respect of a Restricted
Stock Award shall be registered in the name of the Participant and, unless otherwise determined by
the Board, deposited by the Participant, together with a stock power endorsed in blank, with the
Company (or its designee). At the expiration of the applicable restriction periods, the Company
(or such designee) shall deliver the certificates no longer subject to such restrictions to the
Participant or if the Participant has died, to the beneficiary designated, in a manner determined
by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the
event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective
designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.



8. Other Stock-Based Awards.



Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part
by reference to, or are otherwise based on, shares of Common Stock or other property, may be
granted hereunder to Participants (“Other Stock Unit Awards”), including without limitation Awards
entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other
Stock Unit Awards shall also be available as a form of payment in the settlement of other Awards
granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise
entitled. Other Stock Unit Awards may be paid in shares of Common Stock or cash, as the Board
shall determine. Subject to the provisions of the Plan, the Board shall determine the conditions
of each Other Stock Unit Awards, including any purchase price applicable thereto.



9. Adjustments for Changes in Common Stock and Certain Other Events.



(a) Changes in Capitalization. In the event of any stock split, reverse stock split,
stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or
other similar change in capitalization or event, or any distribution to holders of Common Stock
other than an ordinary cash dividend, (i) the number and class of securities available under this
Plan, (ii) the sub-limit set forth in Section 4(b), (iii) the number and class of securities and
exercise price per share of each outstanding Option, (iv) the share- and per-share provisions of
each SAR, (v) the repurchase price per share subject to each outstanding Restricted Stock Award and
(vi) the share- and per-share-related provisions of each outstanding Other Stock Unit Award, shall
be appropriately adjusted by the Company (or substituted Awards may be made, if applicable) to the
extent determined by the Board.



(b) Reorganization and Change in Control Events




(1) Definitions




(a) A “Reorganization Event” shall mean:




(i) any merger or consolidation of the Company with or into another entity as a
result of which all of the Common Stock of the Company is converted into or
exchanged for the right to receive cash, securities or other property or is
cancelled;




(ii) any exchange of all of the Common Stock of the Company for cash,
securities or other property pursuant to a share exchange transaction; or




(iii) any liquidation or dissolution of the Company.




(b) A “Change in Control Event” shall mean:




(i) the acquisition by an individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of 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) 30% or more of either (x) the then-outstanding shares of Common Stock
of the Company (the “Outstanding Company Common Stock”) or (y) 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 (i), the following
acquisitions shall not constitute a Change in Control Event: (A) 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), (B) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company, (C) any acquisition by any corporation
pursuant to a Business Combination (as defined below) which complies with clauses
(x) and (y) of subsection (iii) of this definition or (D) any acquisition by General
Atlantic Partners 28, L.P., General Atlantic Partners 38, L.P., General Atlantic
Partners 47, L.P., GAP Coinvestment Partners, L.P. and any other entities controlled
by or under common control with any of the foregoing entities, within the meaning of
the Exchange Act (each such party is referred to herein as an “Exempt Person”); or




(ii) 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 (x) who was a member of the Board on the date of the initial
adoption of this Plan by the Board or (y) 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 (y) 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




(iii) the consummation of a merger, consolidation, reorganization,
recapitalization or share exchange involving the Company or a sale or other
disposition of all or substantially all of the assets of the Company (a “Business
Combination”), unless, immediately following such Business Combination, each of the
following two conditions is satisfied: (x) 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 of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, respectively, immediately prior to such
Business Combination and (y) no Person (excluding the Exempt Persons and any
employee benefit plan (or related trust) maintained or sponsored by the Company or
by the Acquiring Corporation) beneficially owns, directly or indirectly, 30% 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




(iv) the liquidation or dissolution of the Company.




(c) “Good Reason” shall have the meaning set forth in any employment agreement
or severance agreement between the Company and the Participant, or in the absence of
such a definition, shall mean any significant diminution in the Participant’s title,
authority, or responsibilities from and after such Reorganization Event or Change in
Control Event, as the case may be, or any reduction in the annual cash compensation
payable to the Participant from and after such Reorganization Event or Change in
Control Event, as the case may be.




(d) “Cause” shall have the meaning set forth in any employment agreement or
severance agreement between the Company and the Participant, or in the absence of
such a definition, shall mean any (i) willful failure by the Participant, which
failure is not cured within 30 days of written notice to the Participant from the
Company, to perform his or her material responsibilities to the Company or (ii)
willful misconduct by the Participant which affects the business reputation of the
Company. The Participant shall be considered to have been discharged for “Cause” if
the Company determines, within 30 days after the Participant’s resignation, that
discharge for Cause was warranted.




(2) Effect on Options




(a) Reorganization Event. Upon the occurrence of a Reorganization
Event (regardless of whether such event also constitutes a Change in Control Event),
or the execution by the Company of any agreement with respect to a Reorganization
Event (regardless of whether such event will result in a Change in Control Event),
the Board shall provide that all outstanding Options shall be assumed, or equivalent
options shall be substituted, by the acquiring or succeeding corporation (or an
affiliate thereof); provided that if such Reorganization Event also constitutes a
Change in Control Event, except to the extent specifically provided to the contrary
in the instrument evidencing any Option or any other agreement between a Participant
and the Company, such assumed or substituted options shall be immediately
exercisable in full if, on or prior to the first anniversary of the date of the
consummation of the Reorganization Event, the Participant’s employment with the
Company or the acquiring or succeeding corporation is terminated for Good Reason by
the Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation. For purposes hereof, an Option shall be considered to be
assumed if, following consummation of the Reorganization Event, the Option confers
the right to purchase, for each share of Common Stock subject to the Option
immediately prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the
Reorganization Event by holders of Common Stock for each share of Common Stock held
immediately prior to the consummation of the Reorganization Event (and if holders
were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock); provided, however,
that if the consideration received as a result of the Reorganization Event is not
solely common stock of the acquiring or succeeding corporation (or an affiliate
thereof), the Company may, with the consent of the acquiring or succeeding
corporation, provide for the consideration to be received upon the exercise of
Options to consist solely of common stock of the acquiring or succeeding corporation
(or an affiliate thereof) equivalent in value (as determined by the Board) to the
per share consideration received by holders of outstanding shares of Common Stock as
a result of the Reorganization Event.




Notwithstanding the foregoing, if the acquiring or succeeding corporation (or
an affiliate thereof) does not agree to assume, or substitute for, such Options, or
in the event of a liquidation or dissolution of the Company, the Board shall, upon
written notice to the Participants, provide that all then unexercised Options will
become exercisable in full as of a specified time prior to the Reorganization Event
and will terminate immediately prior to the consummation of such Reorganization
Event, except to the extent exercised by the Participants before the consummation of
such Reorganization Event; provided, however, in the event of a Reorganization Event
under the terms of which holders of Common Stock will receive upon consummation
thereof a cash payment for each share of Common Stock surrendered pursuant to such
Reorganization Event (the “Acquisition Price”), then the Board may instead provide
that all outstanding Options shall terminate upon consummation of such
Reorganization Event and that each Participant shall receive, in exchange therefor,
a cash payment equal to the amount (if any) by which (A) the Acquisition Price
multiplied by the number of shares of Common Stock subject to such outstanding
Options (whether or not then exercisable), exceeds (B) the aggregate exercise price
of such Options.




(b) Change in Control Event that is not a Reorganization Event. Upon
the occurrence of a Change in Control Event that does not also constitute a
Reorganization Event, except to the extent specifically provided to the contrary in
the instrument evidencing any Option or any other agreement between a Participant
and the Company, all Options then outstanding shall automatically become immediately
exercisable in full if, on or prior to the first anniversary of the date of the
consummation of the Change in Control Event, the Participant’s employment with the
Company or the acquiring or succeeding corporation is terminated for Good Reason by
the Participant or is terminated without Cause by the Company or the acquiring or
succeeding corporation.




(3) Effect on Restricted Stock Awards




(a) Reorganization Event that is not a Change in Control Event. Upon
the occurrence of a Reorganization Event that is not a Change in Control Event, the
repurchase and other rights of the Company under each outstanding Restricted Stock
Award shall inure to the benefit of the Company’s successor and shall apply to the
cash, securities or other property which the Common Stock was converted into or
exchanged for pursuant to such Reorganization Event in the same manner and to the
same extent as they applied to the Common Stock subject to such Restricted Stock
Award.




(b) Change in Control Event. Upon the occurrence of a Change in
Control Event (regardless of whether such event also constitutes a Reorganization
Event), except to the extent specifically provided to the contrary in the instrument
evidencing any Restricted Stock Award or any other agreement between a Participant
and the Company, all restrictions and conditions on all Restricted Stock Awards then
outstanding shall automatically be deemed terminated or satisfied if, on or prior to
the first anniversary of the date of the consummation of the Change of Control
Event, the Participant’s employment with the Company or the acquiring or succeeding
corporation is terminated for Good Reason by the Participant or is terminated
without Cause by the Company or the acquiring or succeeding corporation.




(4) Effect on Stock Appreciation Rights and Other Stock Unit Awards



The Board may specify in an Award at the time of the grant the effect of a Reorganization
Event and Change in Control Event on any SAR and Other Stock Unit Award.



10. General Provisions Applicable to Awards



(a) Transferability of Awards. Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by
operation of law, except by will or the laws of descent and distribution or, other than in the case
of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the
life of the Participant, shall be exercisable only by the Participant; provided, however, that the
Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant
to or for the benefit of any immediate family member, family trust or family partnership
established solely for the benefit of the Participant and/or an immediate family member thereof if,
with respect to such proposed transferee, the Company would be eligible to use a Form S-8 for the
registration of the sale of the Common Stock subject to such Award under the Securities Act of
1933, as amended; provided, further, that the Company shall not be required to recognize any such
transfer until such time as the Participant and such permitted transferee shall, as a condition to
such transfer, deliver to the Company a written instrument in form and substance satisfactory to
the Company confirming that such transferee shall be bound by all of the terms and conditions of
the Award. References to a Participant, to the extent relevant in the context, shall include
references to authorized transferees.



(b) Documentation. Each Award shall be evidenced in such form (written, electronic or
otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition
to those set forth in the Plan.



(c) Board Discretion. Except as otherwise provided by the Plan, each Award may be
made alone or in addition or in relation to any other Award. The terms of each Award need not be
identical, and the Board need not treat Participants uniformly.



(d) Termination of Status. The Board shall determine the effect on an Award of the
disability, death, retirement, authorized leave of absence or other change in the employment or
other status of a Participant and the extent to which, and the period during which, the
Participant, or the Participant’s legal representative, conservator, guardian or Designated
Beneficiary, may exercise rights under the Award.



(e) Withholding. Each Participant shall pay to the Company, or make provision
satisfactory to the Company for payment of, any taxes required by law to be withheld in connection
with an Award to such Participant. Except as the Board may otherwise provide in an Award, for so
long as the Common Stock is registered under the Exchange Act, Participants may satisfy such tax
obligations in whole or in part by delivery of shares of Common Stock, including shares retained
from the Award creating the tax obligation, valued at their Fair Market Value; provided, however,
except as otherwise provided by the Board, that the total tax withholding where stock is being used
to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding
obligations (based on minimum statutory withholding rates for federal and state tax purposes,
including payroll taxes, that are applicable to such supplemental taxable income). Shares
surrendered to satisfy tax withholding requirements cannot be subject to any repurchase,
forfeiture, unfulfilled vesting or other similar requirements. The Company may, to the extent
permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to a
Participant.



(f) Amendment of Award. The Board may amend, modify or terminate any outstanding
Award, including but not limited to, substituting therefor another Award of the same or a different
type, changing the date of exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required
unless the Board determines that the action, taking into account any related action, would not
materially and adversely affect the Participant.



(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any
shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously
delivered under the Plan until (i) all conditions of the Award have been met or removed to the
satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied, including any
applicable securities laws and any applicable stock exchange or stock market rules and regulations,
and (iii) the Participant has executed and delivered to the Company such representations or
agreements as the Company may consider appropriate to satisfy the requirements of any applicable
laws, rules or regulations.



(h) Acceleration. The Board may at any time provide that any Award shall become
immediately exercisable in full or in part, free of some or all restrictions or conditions, or
otherwise realizable in full or in part, as the case may be.



(i) Performance Conditions.




(1) This Section 10(i) shall be administered by a Committee approved by the Board, all
of the members of which are “outside directors” as defined by Section 162(m) (the “Section
162(m) Committee”).




(2) Notwithstanding any other provision of the Plan, if the Section 162(m) Committee
determines, at the time a Restricted Stock Award or Other Stock Unit Award is granted to a
Participant, that such Participant is, or may be as of the end of the tax year in which the
Company would claim a tax deduction in connection with such Award, a Covered Employee (as
defined in Section 162(m)), then the Section 162(m) Committee may provide that this Section
10(i) is applicable to such Award.




(3) If a Restricted Stock Award or Other Stock Unit Award is subject to this Section
10(i), then the lapsing of restrictions thereon and the distribution of cash or Shares
pursuant thereto, as applicable, shall be subject to the achievement of one or more
objective performance goals established by the Section 162(m) Committee, which shall be
based on the relative or absolute attainment of specified levels of one or any combination
of the following: (a) earnings per share, (b) return on average equity or average assets
with respect to a pre-determined peer group, (c) earnings, (d) earnings growth, (e)
revenues, (f) expenses, (g) stock price, (h) market share, (i) return on sales, assets,
equity or investment, (j) regulatory compliance, (k) improvement of financial ratings, (l)
achievement of balance sheet or income statement objectives, (m) total shareholder return,
(n) net operating profit after tax, (o) pre-tax or after-tax income or (p) cash flow, and
may be absolute in their terms or measured against or in relationship to other companies
comparably, similarly or otherwise situated. Such performance goals may be adjusted to
exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions
of discontinued operations, (iii) the cumulative effects of changes in accounting
principles, (iv) the writedown of any asset, and (v) charges for restructuring and
rationalization programs. Such performance goals: (i) may vary by Participant and may be
different for different Awards; (ii) may be particular to a Participant or the department,
branch, line of business, subsidiary or other unit in which the Participant works and may
cover such period as may be specified by the Section 162(m) Committee; and (iii) shall be
set by the Section 162(m) Committee within the time period prescribed by, and shall
otherwise comply with the requirements of, Section 162(m).




(4) Notwithstanding any provision of the Plan, with respect to any Restricted Stock
Award or Other Stock Unit Award that is subject to this Section 10(i), the Section 162(m)
Committee may adjust downwards, but not upwards, the cash or number of Shares payable
pursuant to such Award, and the Section 162(m) Committee may not waive the achievement of
the applicable performance goals except in the case of the death or disability of the
Participant.




(5) The Section 162(m) Committee shall have the power to impose such other restrictions
on Awards subject to this Section 10(i) as it may deem necessary or appropriate to ensure
that such Awards satisfy all requirements for “performance-based compensation” within the
meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.



11. Miscellaneous



(a) No Right To Employment or Other Status. No person shall have any claim or right
to be granted an Award, and the grant of an Award shall not be construed as giving a Participant
the right to continued employment or any other relationship with the Company. The Company
expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a
Participant free from any liability or claim under the Plan, except as expressly provided in the
applicable Award or another written agreement between the Company and the Participant.



(b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no
Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any
shares of Common Stock to be distributed with respect to an Award until becoming the record holder
of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the number of shares
subject to such Option are adjusted as of the date of the distribution of the dividend (rather than
as of the record date for such dividend), then an optionee who exercises an Option between the
record date and the distribution date for such stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such
Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of
business on the record date for such stock dividend.



(c) Effective Date and Term of Plan. The Plan shall become effective on the date on
which it is adopted by the Board. No Awards shall be granted under the Plan after the completion
of 10 years from the date on which the Plan was adopted by the Board, but Awards previously granted
may extend beyond that date.



(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, subject to any requirements of Section 162(m) for an Award granted to
a Participant that is intended to comply with Section 162(m), and subject to any applicable laws or
regulations. In addition, if at any time the approval of the Company’s stockholders is required as
to any other modification or amendment, the Board may not effect such modification or amendment
without such approval.



(e) Provisions for Foreign Participants. The Board may modify Awards or Options
granted to Participants who are foreign nationals or employed outside the United States or
establish subplans or procedures under the Plan to recognize differences in laws, rules,
regulations or customs of such foreign jurisdictions with respect to tax, securities, currency,
employee benefit or other matters.



(f) Compliance With Code Section 409A. No Award shall provide for deferral of
compensation that does not comply with Section 409A of the Code, unless the Board, at the time of
grant, specifically provides that the Award is not intended to comply with Section 409A of the
Code.



(g) Governing Law. The provisions of the Plan and all Awards made hereunder shall be
governed by and interpreted in accordance with the laws of the State of Delaware, excluding
choice-of-law principles of the law of such state that would require the application of the laws of
a jurisdiction other than such state.



Adopted by the Board of Directors


on October      , 2005



6



EXHIBIT B TO EMPLOYMENT AGREEMENT




Agreement re Specified Acts



Agreement Re Specified Acts




This Agreement re Specified Acts is made effective as of October 24, 2005 by and between
Eclipsys Corporation, a Delaware corporation (hereinafter referred to collectively with any of its
subsidiaries as the “Company”), and R. Andrew Eckert (“Executive”).



The Company and Executive are parties to that certain Employment Agreement of even date
herewith (the “Employment Agreement”) pursuant to which the Company employs Executive as its Chief
Executive Officer. Executive is receiving a grant of stock options to purchase up to 525,000
shares of Common Stock of the Company and a grant of 150,000 shares of Common Stock of the Company
that are subject to contractual restrictions, as described in the Employment Agreement (the
“Initial Grants”), and Executive may become entitled to certain severance benefits described in the
Employment Agreement (the “Severance Package” or the “Change in Control Benefits”). In addition,
Executive may receive additional grants of stock options, restricted stock, or other equity-based
awards, and may become entitled to additional severance benefits. It is a condition of Executive’s
employment that Executive enter into this Agreement with the Company. Accordingly, the Company and
Executive hereby agree as follows:



1. Specified Acts.



(a) If, at any time during Executive’s employment with the Company or during the 730-day
period following the termination or cessation of Executive’s employment with the Company for any
reason, Executive commits any Specified Act (as defined below), then notwithstanding any agreement
or plan provision to the contrary, the Company may in its discretion, at any time or from time to
time during the Evaluation Period related to that Specified Act (as defined below), (i) cancel in
whole or part the Initial Grants and/or any other award of stock options or restricted stock or any
other award made at any time to Executive under any equity incentive plan of the Company (each an
“Award”), whether or not vested, and/or (ii) rescind some or all of any vesting, exercise, payment
or delivery that occurred or occurs or is scheduled to occur pursuant to the Initial Grants or any
other Award within 730 days before the earlier of the Specified Act or the termination of
Executive’s employment, or at any time after the Specified Act, and/or (iii) cease paying or
providing any or all of the Severance Package or the Change in Control, and/or (iv) demand that
Executive return to the Company any portion of the Severance Package or the Change in Control
Benefits previously paid, provided that cessation of payment pursuant to item (iii) and/or demand
for return pursuant to item (iv) shall only apply to portions of the Severance Package or Change in
Control Benefits in excess of $200,000, which $200,000 shall be consideration for the release
signed as required by the Employment Agreement as a condition to payment of the Severance Package
or the Change in Control Benefits.



(b) The Company shall notify Executive in writing of any exercise of any of its rights under
Section 1(a) within the Evaluation Period related to the Specified Act triggering the
Company’s rights.



(c) If the Company rescinds some or all of any vesting, exercise or delivery pursuant to
Section 1(a)(ii), then within ten days after receiving from the Company the notice
described in Section 1(b), Executive shall be obligated to pay to the Company the gross
amount of any gain realized or payment received as a result of the cancelled Award or rescinded
vesting, exercise, payment or delivery. Such payment shall be made by returning to the Company all
shares of capital stock that Executive purchased or otherwise received in connection with the
cancelled Award or rescinded vesting, exercise, payment or delivery, or if such shares or any
interest therein have been transferred by Executive, then by paying to the Company, by wire
transfer of immediately available funds, the fair market value of such shares at the time of the
transfer. For this purpose, in the case of publicly traded shares, the value of shares will be
measured by the price for which Executive sold the shares in a bona fide arm’s length transaction,
or if the shares or interests therein were transferred otherwise than by a bona fide arm’s length
sale, then by the closing price of the shares on the Nasdaq National Market or other primary market
or exchange upon which the shares trade on the trading day immediately preceding the date of the
transfer. Executive will cease to have any rights under any Award, vesting, exercise, payment or
delivery to the extent cancelled or rescinded pursuant to this Agreement. Any payment of the
exercise price for stock options or purchase price for restricted stock previously made by
Executive to the Company in connection with an Award or vesting, exercise, payment or delivery that
is cancelled or rescinded pursuant to this Agreement will be returned by the Company to Executive
(without interest), at the time Executive returns the shares or makes payment pursuant to
Section 1(c), including, at the Company’s discretion, by offset against any amounts payable
by Executive to the Company or any of the Company’s subsidiaries.



(d) If the Company demands return of previously paid portions of the Severance Package or the
Change in Control Benefits pursuant to Section 1(a)(iv), then within ten days after
receiving from the Company the notice described in Section 1(b), Executive shall pay to the
Company, by wire transfer of immediately available funds, an amount equal to the aggregate cost to
the Company of any parts of the Severance Package or the Change in Control Benefits previously
provided to Executive by the Company that the Company demands be returned.



(e) Upon and as a condition to vesting, exercise, payment or delivery of shares or cash
pursuant to any Award, a Recipient shall, if required by the Administrator, certify on a form
acceptable to the Company that he has not committed any Specified Act. For purposes of this
Agreement, the Company will be deemed to have been aware of Specified Act only after the completion
of any investigation or inquiry and only when the Company has clear and convincing evidence
thereof. For this purpose, suspicion is not awareness.



(f) For these purposes:



(i) “Evaluation Period” related to a Specified Act means the period beginning with that
Specified Act and ending not later than the later of 365 days after such Specified Act, or, if
later, 180 days after the Company became aware of such Specified Act.



(ii) “Specified Act” means Employee (A) has a Specified Relationship with a Designated Company
(as those terms are defined below), or (B) violates in any material respect any material
contractual obligation or legal duty to the Company and, if such violation of contractual
obligation or legal duty is susceptible of cure fails to cure such violation within 30 days of
written demand by the Company for cure, provided that the final determination that such a violation
of contractual obligation or legal duty has occurred and not been cured within such 30-day notice
period must be made by the Company’s board of directors after giving Executive an opportunity to be
heard.



(iii) “Specified Relationship” with a Designated Company means acting as an owner, partner,
officer, director, or employee of, or consultant or advisor (paid or unpaid) or lender to, or
investor in, that Designated Company, except that ownership of not more than 1% of the outstanding
stock of a Designated Company, in and of itself, will not be a Specified Relationship.



(iv) “Designated Company” means at any time of determination any of the entities listed on the
Current Version of Schedule A to this Agreement and any Affiliate of any of such entities
regardless of when formed. At no time may there be more than ten Designated Companies listed on
Schedule A, and if any version of Schedule A lists more than ten companies, then
only the first ten listed on Schedule A, reading left to right, top to bottom, will be
Designated Companies pursuant to that schedule, but Affiliates of the listed entities will be
Designated Companies but will not be counted for purposes of this ten-entity limit. In addition,
each of the following shall be a Designated Company, in addition to the Designated Companies listed
on Schedule A and not subject to the ten-entity limit: (i) any entity that is a successor
to or transferee of any significant part of the business or assets of an entity listed on the
Current Version; and (ii) any entity that first engages in competitive activity following the date
of the Current Version. For this purpose, an entity first engages in competitive activity when it
openly begins to provide or pursue any goods or services or line of business that is competitive in
any material way with any goods or services or line of business provided or being pursued, or for
which plans were being made, during Executive’s tenure with the Company. The “Current Version” of
Schedule A is the version attached to this Agreement at the date of its execution unless
and until Schedule A is modified as set forth in paragraph 1(f)(iv)(A) or 1(f)(iv)(B)
below. The Current Version need not be the same as the list of competitors specified by the
Company for any agreement entered into by the Company or any of its affiliates with any other
employee that is similar to this Agreement.



(A) At any time and from time to time from the date hereof until the date seven days following
the termination of Executive’s employment for any reason, but not more than once in any period of
180 days, the Company may, in its discretion, by written notice to Executive, modify the Current
Version to include any company or companies that the Company in its discretion deems to be engaged
in or planning any activity that is competitive with the Company’s business as conducted or
planned, subject to the overall limit of ten, and that modified version of the schedule will then
be the Current Version unless and until further modified pursuant to this paragraph 1(f)(iv)(A) or
paragraph 1(f)(iv)(B).



(B) Not more than once in any period of 180 days, Executive may by written demand require the
Company to provide an updated Current Version. In response, within seven days of receipt of
Executive’s demand, the Company must deliver to Executive an updated Current Version or ratify in
writing the then-existing Current Version. Any such updated Current Version may include, in the
Company’s discretion, any company or companies that the Company in its discretion deems to be
engaged in or planning any activity that is competitive with the Company’s business as conducted or
planned, subject to the overall limit of ten. The Company may elect to deliver an updated Current
Version in response to Executive’s demand even if the Company has modified the schedule in its own
discretion within the preceding 180 days, but in any case the Current Version provided by the
Company in response to Executive’s demand (whether updated or ratified) will trigger a new 180-day
waiting period before the Company may again modify the schedule in its discretion pursuant to
paragraph 1(f)(iv)(A). Any Current Version resulting from the process described in this paragraph
1(f)(iv)(B) will be the Current Version unless and until further modified pursuant to this
paragraph 1(f)(iv)(B) or paragraph 1(f)(iv)(A).



(v) “Affiliate” of an entity means any controlling, controlled by or under common control with
such entity.



(g) Executive understands and agrees that (i) his entering into this Agreement is a material
inducement to the Company to employ him on the terms described in the Employment Agreement; (ii)
the Initial Grants and any other equity that the Company may grant to Executive, the Severance
Package and the Change in Control Benefits (other than the first $200,000 thereof) are intended not
only to motivate and reward Executive’s performance, but also to compensate Executive for not
engaging in any specified Act; (iii) Executive is not restricted by this Agreement from engaging in
any Specified Act, and Executive is willing to accept the potential economic consequences under
this Agreement of engaging in any Specified Act; (iv) Executive’s livelihood does not depend upon
his ability to engage in any Specified Act; and (v) Executive shall not bring or participate in any
action challenging the, validity, legality, effectiveness or enforceability of any part of this
Agreement.



2. General Provisions.



(a) No Contract of Employment. This Agreement does not constitute a contract of
employment, either express or implied, and does not imply that the Company will continue the
Executive’s employment for any period of time. This Agreement shall in no way alter the Company’s
policy of employment at will, under which both Executive and the Company remain free to terminate
the employment relationship, with or without cause, at any time, with or without notice. Any
change or changes in Executive’s duties, salary or compensation after the signing of this Agreement
shall not affect the validity or scope of this Agreement.



(b) Entire Agreement. This Agreement sets forth the entire understanding of Executive
and the Company regarding the subject matter hereof, and supersedes all prior agreements, written
or oral, between the Executive and the Company relating to the subject matter hereof. However, it
does not replace or supersede the Employment Agreement, any agreements documenting equity awards to
Executive, any policies of the Company or agreements entered into by Executive providing for
confidentiality, non-disclosure or assignment of developments, all of which remain in full force
and effect. This Agreement may not be modified, changed or discharged in whole or in part, except
by an agreement in writing signed by the Executive and the Company.



(c) Interpretation. If any provision of this Agreement is found by any court of
competent jurisdiction to be unenforceable, it shall be interpreted to apply only to the extent
that it is enforceable.



(d) Severability. If any part of this Agreement as applied to any party or to any
circumstance is adjudged by a court of competent jurisdiction to be invalid, illegal, void or
unenforceable for any reason, then (i) the invalidity of that part shall in no way affect (to the
maximum extent permissible by law) the application of such part under circumstances different from
those adjudicated by the court, the application of any other part of this Agreement, or the
enforceability or invalidity of this Agreement as a whole; and (ii) such part shall be deemed
amended to the extent necessary to conform to applicable law so as to be valid, legal, effective
and enforceable or, if such part cannot be so amended without materially altering the intention of
the parties, then such part will be stricken and the remainder of this Agreement shall continue in
full force and effect.



(e) Waiver. No delay or omission by the Company in exercising any right under this
Agreement will operate as a waiver of that or any other right. A waiver or consent given by the
Company on any one occasion is effective only in that instance and will not be construed as a bar
to or waiver of any right on any other occasion.



(f) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns, including any corporation or
entity with which or into which the Company may be merged or which may succeed to its assets or
business.



(g) Subsidiaries and Affiliates. Executive expressly consents to be bound by the
provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof
to whose employ the Executive may be transferred without the necessity that this Agreement be
re-signed at the time of such transfer.



(h) Remedies not Limited. This Agreement and the Company’s enforcement hereof are not
intended to be exclusive remedies and will not limit any other remedies that may be available to
the Company at law or in equity as a result of or in connection with any violation by Executive of
any contractual obligation or legal duty to the Company or any subsidiary or affiliate thereof.



(i) Governing Law, Forum and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida (without reference to its conflicts
of law provisions). If any judicial or administrative proceeding or claim relating to or
pertaining to this Agreement is initiated by either party hereto, such proceeding or claim shall
and must be filed in a state or federal court located in Palm Beach County or Miami-Dade County,
Florida, and the Company and Executive each consents to the jurisdiction of such a court.



(j) Attorneys’ Fees. In the event that either party brings a legal action against the
other in connection with this Agreement, the party, if either, that is judicially determined to be
the prevailing party in such action shall be entitled to recover his or its reasonable attorney’s
fees and legal costs incurred in connection with such action.



(k) Captions. The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of any section of this
Agreement.



In witness whereof, the Company and Executive have entered into this Agreement as of the date
above set forth.



	 	 	 	 	 
	ECLIPSYS CORPORATION	 	 	 	 
	By:_______________________
Name: Eugene V. Fife
	 	 	—	 
	Title: Chairman & CEO
	 	R. Andrew Eckert







7




Schedule A To Agreement Re Specified Acts



Designated Companies



[Confidential]



8



EXHIBIT C TO EMPLOYMENT AGREEMENT




Release



RELEASE




This Release (this “Release”) is entered into as of      , by R. Andrew Eckert
(“Executive”) in favor of Eclipsys Corporation (“Eclipsys” or the “Company”) and certain other
parties as set forth herein.



Contingent upon Executive’s execution and delivery to the Company of this Release, and the
effectiveness of this Release following the lapse without revocation of any revocation period, the
Company is obligated to provide to Executive the “Severance Package” as defined in and pursuant to
that certain Employment Agreement entered into as of October 24, 2005 by and between Executive and
the Company (the “Employment Agreement”). In consideration of Executive’s right to receive the
Severance Package, Executive hereby agrees as follows:



1. Termination Date. The effective date of Executive’s termination of employment with the
Company is      .



2. Release.



(a) As of the Effective Date (as defined below), Executive, for Executive and Executive’s
assigns, heirs, executors, successors and administrators, hereby fully and unconditionally releases
the Company, its subsidiaries and other affiliates, their respective successors, and the officers,
directors, employees, stockholders, attorneys and agents of each of them (the “Released Parties”),
from any and all claims, causes of action, rights, agreements, obligations, liabilities, and
expenses (including attorneys’ fees and costs), of every kind and nature, whether known or unknown,
suspected or unsuspected, liquidated or unliquidated, arising out of, relating to or in any way
connected with Executive’s employment with or separation from the Company (the “Released Matters”).
The Released Matters include, but are not limited to, claims for wrongful termination, breach of
contract, breach of the covenant of good faith and fair dealing, tort, intentional or negligent
infliction of emotional distress, defamation, invasion of privacy, fraud, negligent
misrepresentation, violation of or rights under local, state or federal law, ordinance or
regulation, all common law claims, and all claims to any non-vested ownership interest in the
Company, contractual or otherwise, including but not limited to claims to non-vested stock or
non-vested stock options. However, Released Matters do not include, and nothing in this Release
waives or releases or prevents Executive from in any way pursuing any rights or claims Executive
may have (i) to indemnity and defense from the Company pursuant to provisions of the Company’s
charter documents, any contract of indemnity, or applicable law; (ii) to coverage under policies of
insurance maintained by the Company (including without limitation insurance covering directors’ and
officers’ liability, fiduciary liability, employment practices liability, general liability, and
automobile damage and liability) according to the terms of such policies; (iii) to the Accrued
Amounts and Severance Package [or substitute Change in Control Benefits, if appropriate] as defined
in the Employment Agreement; (iv) to reimbursement of expenses properly incurred by Executive in
the course of his service to the Company; (v) under plans or contracts governing equity awards made
to Executive; (vi) as a former employee under the Company’s retirement and welfare plans under
which Executive is a beneficiary or in which Executive is a participant, including without
limitation the Company’s 401(k) plan and plans or policies or insurance providing for health care;
or (vi) as a stockholder of the Company.



(b) Executive acknowledges and agrees that the releases made herein constitute final and
complete releases of the Released Parties with respect to all Released Matters, and that by signing
this Release, Executive is forever giving up the right to sue or attempt to recover money, damages
or any other relief from the Released Parties for all claims Executive has or may have with respect
to the Released Matters (even if any such claim is unforeseen as of the date hereof).



(c) Executive represents and warrants that Executive understands California Civil Code
Section 1542, which provides as follows:




“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR HER
MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”



Executive, being aware of Section 1542, hereby expressly waives any and all rights Executive may
have thereunder as well as under any other statute or common law principles of similar effect under
the laws of any state or the United States. This Release shall act as a release of all future
claims that may arise from the Released Matters, whether such claims are currently known or
unknown, foreseen or unforeseen including, without limitation, any claims for damages incurred at
any time after the date of this Release resulting from the acts or omissions which occurred on or
before the date of this Release of any of the Released Parties.


Thus, notwithstanding the provisions of Section 1542, and for the purpose of implementing a full
and complete release and discharge of the Released Parties, Executive expressly acknowledges that
this Release is intended to include in its effect, without limitation, all Released Matters which
Executive does not know or suspect to exist in his favor at the time of execution hereof, and that
this Release contemplates the extinguishment of all such Released Matters.



3. No Claims. Executive represents and warrants that Executive has not instituted any
complaints, charges, lawsuits or other proceedings against any Released Parties with any
governmental agency, court, arbitration agency or tribunal. Executive further agrees that, except
to the extent that applicable law prohibits such agreements, Executive will not, directly or
indirectly, (i) file, bring, cause to be brought, join or participate in, or provide any assistance
in connection with any complaint, charge, lawsuit or other proceeding or action against any
Released Parties at any time hereafter for any Released Matters, (ii) assist, encourage, or support
employees or former employees or stockholders or former stockholders of Eclipsys or any of its
affiliates in connection with any lawsuit, charge, claim or action they may initiate, unless
compelled to testify by appropriate civil processes; or (iii) defend any action, proceeding or suit
in whole or in part on the grounds that any or all of the terms or provisions of this Release are
illegal, invalid, not binding, unenforceable or against public policy. In addition, Executive will
refrain from bringing or dismiss, as applicable, any claim against any third party if any Released
Party would be required to defend or indemnify that third party in connection with such claim. If
any agency or court assumes jurisdiction of any complaint, charge, or lawsuit against Eclipsys or
any Released Party, on Executive’s behalf, Executive agrees to immediately notify such agency or
court, in writing, of the existence of this Release, including providing a copy of it and to
request, in writing, that such agency or court dismiss the matter with prejudice.



4. Non-Disclosure and Non-Solicitation. Executive acknowledges and reaffirms his obligation
to keep confidential all non-public information concerning the Company which he acquired during the
course of his employment with the Company and his post-employment obligations to refrain from
soliciting the Company’s employees or clients, as stated more fully in the Confidentiality,
Non-Disclosure and Developments Agreement Executive executed in connection with the inception of
his employment, which remains in full force and effect. Executive also acknowledges the Agreement
re Specified Acts entered into between Executive and the Company in connection with the inception
of his employment, which remains in full force and effect.



5. Return of Company Property. Executive shall immediately return to the Company all keys,
files, records (and copies thereof), equipment (including, but not limited to, computer hardware,
software and printers, wireless handheld devices, cellular phones, pagers, etc.), Company
identification, Company vehicles and any other Company-owned property in his possession or control.
Executive confirms that he has left, and will continue to leave, intact all electronic Company
documents, including but not limited to those Executive developed or helped develop during his
employment. Executive further confirms that he has cancelled or shall immediately cancel all
accounts for his benefit, if any, in the Company’s name, including but not limited to, credit
cards, telephone charge cards, cellular phone and/or pager accounts and computer accounts.



6. Business Expenses and Compensation. Executive acknowledges that he has been reimbursed by
the Company for all costs and business expenses incurred in conjunction with the performance of his
employment and that no other reimbursements are owed to him, except for unreimbursed expenses
properly incurred by him in the course of his service to the Company that he submits within 30 days
after the date of this Release. Executive further acknowledges that he has received payment in
full for all services rendered in conjunction with his employment by the Company and that no other
compensation is owed to his, other than the Accrued Amounts and the Severance Package as defined in
the Employment Agreement.



7. Non-Disparagement. Executive shall not make any false, disparaging or derogatory
statements to any media outlet, industry group, financial institution or current or former
employee, consultant, or customer of the Company, or any other third party, regarding any Released
Party.



8. Amendment. This Release is binding upon Executive and may not be modified in any manner,
except by an instrument in writing of concurrent or subsequent date signed by Executive and a duly
authorized representative of Eclipsys. This Release is binding upon Executive and his assigns,
heirs, executors, successors and administrators, and shall inure to the benefit of all the Released
Parties.



9. Waiver of Rights. No delay or omission by the Company in exercising any right under this
Release shall operate as a waiver of that or any other right. A waiver or consent given by the
Company on any one occasion shall be effective only in that instance and shall not be construed as
a bar or waiver of any right on any other occasion.



10. Validity. If any part of this Release is determined by any court of competent
jurisdiction to be void, illegal, invalid or unenforceable, the legality, validity and
enforceability of the remaining parts shall not be affected thereby and said void, illegal, invalid
or unenforceable part shall be deemed not to be a part of this Release.



11. Nature of Agreement. This Release is part of a severance arrangement and does not
constitute an admission of liability or wrongdoing on the part of Executive, the Company or any
other person.



12. Acknowledgments. Executive acknowledges that he has been given at least twenty-one (21)
days to consider this Release and that the Company advised him to consult with an attorney of his
own choosing prior to signing this Release. Executive understands that he may revoke this Release
for a period of seven (7) days after its execution and delivery. The eighth (8th) day
after Executive’s execution and delivery of this Release will be its “Effective Date.” This
Release will be effective and enforceable beginning on the Effective Date unless Executive delivers
written revocation of this Release to the Company’s Chief Executive Officer and General Counsel, or
persons acting in those capacities, before the Effective Date, in which case this Release will be
of no force or effect. Executive understands and agrees that by entering into this Release he is
waiving any and all rights or claims he might have under The Age Discrimination in Employment Act,
as amended by The Older Workers Benefit Protection Act, and that he has received consideration
beyond that to which he was previously entitled.



13. Voluntary Assent.  — Executive represents and agrees that he fully understands his right
to discuss, and that Eclipsys has advised Executive to discuss, all aspects of this Release with
Executive’s private attorney, that Executive has carefully read and fully understands all the
provisions of the Release, that Executive understands its final and binding effect, that Executive
is competent to sign this Release and that Executive is voluntarily entering into this Release.
Executive specifically agrees not to claim, and has waived any right to claim, to have been under
duress in connection with the review, negotiation, execution and delivery of this Release.



14. Applicable Law. This Release shall be interpreted and construed in accordance with the
laws of the State of Florida, without regard to conflict of laws provisions.



15. Entire Agreement. This Release contains and constitutes the entire understanding and
agreement between Executive and the Company regarding the matters set forth herein, but provisions
of other agreements between Executive and the Company (including without limitation the Employment
Agreement, the Restricted Stock Agreement, the Agreement re Specified Acts, and grant notices for
equity awards) that by their nature or terms are intended to survive termination of employment will
continue in effect. Executive represents and agrees that in executing this Release Executive
relies solely upon his own judgment, belief and knowledge, and the advice and recommendations of
any independently selected counsel, concerning the nature, extent and duration of Executive’s
rights and claims. Executive acknowledges that no other individual has made any promise,
representation or warranty, express or implied, not contained in this Release, to induce Executive
to execute this Release. Executive further acknowledges that Executive is not executing this
Release in reliance on any promise, representation, or warranty not contained in this Release.



In witness whereof, Executive has executed this Release as of the date above written.



     


R. Andrew Eckert


US1DOCS 5148638v2



9



EXHIBIT D TO EMPLOYMENT AGREEMENT




Definition of Change in Control



“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)
that occurs during the Term of Employment:



(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) 30% or more of either (x) the then-outstanding shares of common stock of the Company
(the “Outstanding Company Common Stock”) or (y) 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) below; or (v) any acquisition by General
Atlantic Partners 28, L.P., General Atlantic Partners 38, L.P., General Atlantic Partners 47, L.P.,
GAP Coinvestment Partners, L.P., General Atlantic Partners, LLC, and any person directly or
indirectly controlled (within the meaning of Rule 12b-2 promulgated under the Exchange Act) by any
of the foregoing entities described in this clause (v) (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, 30% 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.



10



EXHIBIT E TO EMPLOYMENT AGREEMENT




Confidentiality, Non-disclosure and Developments Agreement



CONFIDENTIALITY, NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT




This Confidentiality, Non-Disclosure and Developments Agreement is made as of October 24, 2005
by and between Eclipsys Corporation, a Delaware corporation headquartered in Florida (hereinafter
referred to collectively with any of its subsidiaries as the “Company”), and R. Andrew Eckert (the
“Employee”).



WHEREAS, the Company desires to employ the Employee;



THEREFORE, IN CONSIDERATION of the employment of the Employee by the Company, the Employee and
the Company agree as follows:



1. Condition of Employment.



The Employee acknowledges that his employment with the Company is contingent upon his
agreement to sign and adhere to the provisions of this Confidentiality, Non-Disclosure and
Developments Agreement (“Agreement”).



2. Proprietary and Confidential Information.



(a) The Employee agrees that all information, whether or not in writing, of a private, secret
or confidential nature concerning the Company’s business, business relationships or financial
affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of the
Company. By way of illustration, but not limitation, Proprietary Information may include
discoveries, 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, pricing methods), personnel data, computer programs
(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 Employee will
not disclose any Proprietary Information to any person or entity other than employees of the
Company or use the same for any purposes (other than in the performance of his duties as an
employee of the Company) without written approval by an officer of the Company, either during or
after his employment with the Company, unless and until such Proprietary Information has become
public knowledge without fault by the Employee.



(b) The Employee agrees that all files, documents, letters, memoranda, reports, records, data,
sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices,
computer programs or other written, photographic, or other tangible material containing Proprietary
Information, whether created by the Employee or others, which shall come into his custody or
possession, shall be and are the exclusive property of the Company to be used by the Employee only
in the performance of his duties for the Company and shall not be copied or removed from the
Company premises except in the pursuit of the business of the Company. All such materials or
copies thereof and all tangible property of the Company in the custody or possession of the
Employee shall be delivered to the Company, upon the earlier of (i) a request by the Company or
(ii) termination of his employment. After such delivery, the Employee shall not retain any such
materials or copies thereof or any such tangible property.



(c) The Employee agrees that his obligation not to disclose or to use information and
materials of the types set forth in paragraphs 2(a) and 2(b) above, and his obligation to return
materials and tangible property set forth in paragraph 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 other third parties who may have disclosed or entrusted the same to the Company or to
the Employee.



3. Developments.



(a) The Employee will make full and prompt disclosure to the Company of all inventions,
creations, improvements, discoveries, trade secrets, secret processes, technology, know-how,
methods, developments, software, and works of authorship or other creative works, whether
patentable or not, which are created, made, conceived or reduced to practice by him or under his
direction or jointly with others during his employment by the Company, whether or not during normal
working hours or on the premises of the Company (all of which are collectively referred to in this
Agreement as “Developments”).



(b) Employee agrees to assign and does hereby assign to the Company (or any person or entity
designated by the Company) all his right, title and interest in and to all Developments and all
related patents, patent applications, copyrights and copyright applications. However, this
paragraph 3(b) shall not apply to Developments that do not relate to the present or planned
business or research and development of the Company and which are made and conceived by the
Employee not during normal working hours, not on the Company’s premises and not using the Company’s
tools, devices, equipment or Proprietary Information. The Employee understands that, to the extent
this Agreement shall be construed in accordance with the laws of any state that precludes a
requirement in an employee agreement to assign certain classes of inventions made by an employee,
this paragraph 3(b) shall be interpreted not to apply to any invention that a court rules and/or
the Company agrees falls within such classes. In addition, for purposes of California law, this
provision shall apply only to the maximum extent permitted by Section 2870 of the California Labor
Code (attached hereto as Attachment A). The Employee understands that the provisions of
this Agreement requiring assignment of Developments to the Company do not apply to any invention
that qualifies fully under the provisions of California Labor Code Section 2870. The Employee
agrees to advise the Company promptly in writing of any invention that he believes meets the
criteria in Section 2870 that are not otherwise disclosed on Attachment B. The Employee
also hereby waives all claims to moral rights in any Developments.



(c) The Employee agrees to cooperate fully with the Company and to take such further actions
as may be necessary or desirable, both during and after his employment with the Company, with
respect to the procurement, maintenance and enforcement of copyrights, patents and other
intellectual property rights (both in the United States and foreign countries) relating to
Developments. The Employee shall sign all papers, including, without limitation, copyright
applications, patent applications, declarations, oaths, formal assignments, assignments of priority
rights, and powers of attorney, which the Company may deem necessary or desirable in order to
protect its rights and interests in any Development. The Employee further agrees that if the
Company is unable, after reasonable effort, to secure the signature of the Employee on any such
papers, any executive officer of the Company shall be entitled to execute any such papers as the
agent and the attorney-in-fact of the Employee, and the Employee hereby irrevocably designates and
appoints each executive officer of the Company as his agent and attorney-in-fact to execute any
such papers on his behalf, and to take any and all actions as the Company may deem necessary or
desirable in order to protect its rights and interests in any Development, under the conditions
described in this sentence.



4. Other Agreements.



The Employee hereby represents that, except as the Employee has disclosed in writing to the
Company, the Employee is not bound by the terms of any agreement with any previous employer or
other party to refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of his employment with the Company, to refrain from competing, directly
or indirectly, with the business of such previous employer or any other party, or to refrain from
soliciting employees, customers or suppliers of such previous employer or other party. The
Employee further represents that his performance of all the terms of this Agreement and the
performance of his duties as an employee of the Company do not and will not breach any agreement
with any prior employer or other party to which the Employee is a party (including without
limitation any non-disclosure or non-competition agreement), and that the Employee will not
disclose to the Company or induce the Company to use any confidential or proprietary information or
material belonging to any previous employer or others.



5. United States Government Obligations.



The Employee acknowledges that the Company from time to time may have agreements with other
persons or with the United States Government, or agencies thereof, which impose obligations or
restrictions on the Company regarding inventions made during the course of work under such
agreements or regarding the confidential nature of such work. The Employee agrees to be bound by
all such obligations and restrictions that are made known to the Employee and to take all action
necessary to discharge the obligations of the Company under such agreements.



6. Non-Solicitation.



While employed by the Company, the Employee shall devote all of his business time, attention,
skill and effort to the faithful performance of his duties for the Company. For a period of 1 year
after the termination or cessation of Employee’s employment for any reason, the Employee will not,
in the geographical areas that the Company or any of its subsidiaries does business or has done
business at the time of Employee’s departure, directly or indirectly:



(a) Either alone or in association with others (i) solicit, recruit, induce, or attempt to
solicit, recruit or induce, or permit any organization directly or indirectly controlled by the
Employee to solicit, recruit, induce, or attempt to solicit, recruit or induce any employee of the
Company to leave the employ of the Company, or (ii) solicit, recruit, induce, or attempt to
solicit, recruit or induce for employment, or permit any organization directly or indirectly
controlled by the Employee to solicit, recruit, induce, or attempt to solicit, recruit or induce
for employment, any person who was employed by the Company at any time during the term of the
Employee’s employment with the Company; provided, that this clause (ii) shall not apply to any
individual’s employment with the Company, which has been terminated for a period of six months or
longer; or



(b) Either alone or in association with others, solicit, divert or take away, or attempt to
solicit, divert or take away, or permit any organization directly or indirectly controlled by the
Employee to solicit, divert or take away, or attempt to solicit, divert or take away, the business
or patronage of any of the clients, customers or accounts, or prospective clients, customers or
accounts, of the Company, which were contacted, solicited or served by the Company at any time
during the term of the Employee’s employment with the Company.



7. Not An Employment Contract.



The Employee acknowledges that this Agreement does not constitute a contract of employment,
either express or implied, and does not imply that the Company will continue the Employee’s
employment for any period of time. This Agreement shall in no way alter the Company’s policy of
employment at will, under which both the Employee and the Company remain free to terminate the
employment relationship, with or without cause, at any time, with or without notice.



8. General Provisions.



(a) No Conflict. The Employee represents that the execution and performance by him of
this Agreement does not and will not conflict with or breach the terms of any other agreement by
which the Employee is bound.



(b) Entire Agreement. This Agreement supersedes all prior agreements, written or
oral, between the Employee and the Company relating to the subject matter of this Agreement. This
Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in
writing signed by the Employee and the Company. The Employee agrees that any change or changes in
his duties, salary or compensation after the signing of this Agreement shall not affect the
validity or scope of this Agreement.



(c) Interpretation. If the Employee violates the provisions of Section 6 of this
Agreement, the Employee shall continue to be bound by the restrictions set forth in Section 6 until
a period of 1 year has expired without any violation of such provisions. If any restriction set
forth in Section 6 is found by any court of competent jurisdiction to be unenforceable because it
extends for too long a period of time or over too great a range of activities or in too broad a
geographic area, it shall be interpreted to extend only over the maximum period of time, range of
activities or geographic area as to which it may be enforceable.



(d) Severability. The invalidity or unenforceability of any provision of this
Agreement shall not affect or impair the validity or enforceability of any other provision of this
Agreement.



(e) Waiver. No delay or omission by the Company in exercising any right under this
Agreement will operate as a waiver of that or any other right. A waiver or consent given by the
Company on any one occasion is effective only in that instance and will not be construed as a bar
to or waiver of any right on any other occasion.



(f) Employee Acknowledgment and Equitable Remedies. The Employee acknowledges that
the restrictions contained in this Agreement are necessary for the protection of the business and
goodwill of the Company and considers the restrictions to be reasonable for such purpose. The
Employee agrees that any breach of this Agreement is likely to cause the Company substantial and
irrevocable damage and that therefore, in the event of any breach of this Agreement, the Employee
agrees that the Company, in addition to such other remedies that may be available, shall be
entitled to specific performance and other injunctive relief without posting a bond.



(g) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of both parties and their respective successors and assigns, including any corporation or
entity with which or into which the Company may be merged or which may succeed to its assets or
business, provided however that the obligations of the Employee are personal and shall not be
assigned by the Employee.



(h) Subsidiaries and Affiliates. The Employee expressly consents to be bound by the
provisions of this Agreement for the benefit of the Company or any subsidiary or affiliate thereof
to whose employ the Employee may be transferred without the necessity that this Agreement be
re-signed at the time of such transfer.



(i) Governing Law, Forum and Jurisdiction. This Agreement shall be governed by and
construed as a sealed instrument under and in accordance with the laws of the State of California
(without reference to the conflicts of law provisions thereof). Any action, suit, or other legal
proceeding that is commenced to resolve any matter arising under or relating to any provision of
this Agreement shall be commenced only in a court in the City and County of San Francisco,
California (or, if appropriate, a federal court located within the City and County of San
Francisco, California), and the Company and the Employee each consents to the jurisdiction of such
a court.



(j) Captions. The captions of the sections of this Agreement are for convenience of
reference only and in no way define, limit or affect the scope or substance of any section of this
Agreement.



THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND UNDERSTANDS AND AGREES
TO ALL OF THE PROVISIONS IN THIS AGREEMENT.



	 	 	 	 	 
	ECLIPSYS CORPORATION	 	 	 	 
	By:_______________________
Name: Eugene V. Fife
	 	 	—	 
	Title: Chairman & CEO
	 	R. Andrew Eckert







11




Attachment A

CALIFORNIA LABOR CODE SECTION 2870

INVENTION ON OWN TIME – EXEMPTION FROM AGREEMENT




(a) Any provision in an employment agreement which provides that an employee shall assign, or offer
to assign, any of his rights in an invention to his employer shall not apply to an invention that
the employee developed entirely on his own time without using the employer’s equipment, supplies,
facilities, or trade secret information except for those inventions that either:



(1) Relate at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or development of the employer,
or



(2) Result from any work performed by the employee for his employer.



(b) To the extent a provision in an employment agreement purports to require an employee to assign
an invention otherwise excluded from being required to be assigned under subdivision (a), the
provision is against the public policy of this state and is unenforceable.



12



Attachment B

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP




	 	 	 	 	 
	Title

	 	Date
	 	Identifying Number or Brief Description






	 	 	 	 	 
	
 
	 	 	 	No inventions or improvements
	 

	 	 
	 	

	
 
	 	 	 	Additional Sheets Attached
	 

	 	 
	 	

	Signature of Employee:

	 	

	 	

	
 
	 	 	 	 
	 
	 	 	 	 
	Printed Name of Employee:
	 	R. Andrew Eckert
	 
	 	 	 	 
	Date:

	 	October 24, 2005
	 	

	 
	 	 	 	 







13