exv10w2



 






Exhibit 10.2




QUOVADX, INC.

1999 EMPLOYEE STOCK PURCHASE PLAN

(as amended and restated effective November 1, 2005)




     1. Purpose. The purpose of the Plan is to provide employees of the Company and
its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended.
The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation
in a manner consistent with the requirements of that section of the Code.



     2. Definitions.



          (a) “Board” shall mean the Board of Directors of the Company.




          (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (c) “Common Stock” shall mean the common stock of the Company.




          (d) “Company” shall mean Quovadx, Inc., a Delaware corporation, and any Designated
Subsidiary of the Company.




          (e) “Compensation” shall mean all base straight time gross earnings and commissions,
exclusive of payments for overtime, shift premium, incentive compensation, incentive payments,
bonuses and other compensation.




          (f) “Designated Subsidiary” shall mean any Subsidiary which has been designated by the
Board from time to time in its sole discretion as eligible to participate in the Plan.




          (g) “Employee” shall mean any individual who is an Employee of the Company for tax
purposes whose customary employment with the Company is at least twenty (20) hours per week and
more than five (5) months in any calendar year. For purposes of the Plan, the employment
relationship shall be treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90 days and the
individual’s right to reemployment is not guaranteed either by statute or by contract, the
employment relationship shall be deemed to have terminated on the 91st day of such leave.




          (h) “Enrollment Date” shall mean the first Trading Day of each Offering Period.




          (i) “Exercise Date” shall mean the last Trading Day of each Purchase Period.




          (j) “Fair Market Value” shall mean, as of any date, the value of Common Stock
determined as follows:




               (i) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of
The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price



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for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the purchase, as reported in The Wall Street
Journal or such other source as the Board deems reliable;




               (ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked
prices for the Common Stock on the date prior to the purchase as reported in The Wall Street
Journal or such other source as the Board deems reliable;



               (iii) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board; or



               (iv) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair
Market Value shall be the initial price to the public as set forth in the final prospectus included
within the registration statement in Form S-1 filed with the Securities and Exchange Commission for
the initial public offering of the Company’s Common Stock (the “Registration Statement”).



          (k) “Offering Periods” shall mean the periods of approximately twelve (12) months
during which an option granted pursuant to the Plan may be exercised, commencing on the first
Trading Day on or after May 1 and November 1 of each year and terminating on the last Trading Day
in the periods ending twelve months later; provided, however, that the first Offering Period under
the Plan shall commence with the first Trading Day on or after the date on which the Securities and
Exchange Commission declares the Company’s Registration Statement effective and ending on the last
Trading Day on or before April 30, 2001. The duration and timing of Offering Periods may be
changed pursuant to Section 4 of this Plan.




          (l) “Plan” shall mean the Quovadx, Inc. 1999 Employee Stock Purchase Plan.




          (m) “Purchase Period” shall mean the approximately six month period commencing after
one Exercise Date and ending with the next Exercise Date, except that the first Purchase Period of
any Offering Period shall commence on the Enrollment Date and end with the next Exercise Date.




          (n) “Purchase Price” shall mean 90% of the Fair Market Value of a share of Common
Stock on the Exercise Date; provided however, that the Purchase Price may be adjusted by the Board
pursuant to Section 20.




          (o) “Reserves” shall mean the number of shares of Common Stock covered by each option
under the Plan, which have not yet been exercised, and the number of shares of Common Stock which
have been authorized for issuance under the Plan but not yet placed under option.




          (p) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than
50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a Subsidiary.




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          (q) “Trading Day” shall mean a day on which national stock exchanges and the Nasdaq
System are open for trading.




     3. Eligibility.



          (a) Any Employee who shall be employed by the Company on a given Enrollment Date shall be
eligible to participate in the Plan.




          (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted
an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any
other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the
Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock
possessing five percent (5%) or more of the total combined voting power or value of all classes of
the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights
to purchase stock under all employee stock purchase plans of the Company and its subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined
at the fair market value of the shares at the time such option is granted) for each calendar year
in which such option is outstanding at any time.




     4. Offering Periods. The Plan shall be implemented by consecutive, overlapping
Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1
and November 1 each year, or on such other date as the Board shall determine, and continuing
thereafter until terminated in accordance with Section 20 hereof; provided, however, that the first
Offering Period under the Plan shall commence with the first Trading Day on or after the date on
which the Securities and Exchange Commission declares the Company’s Registration Statement
effective and ending on the last Trading Day on or before April 30, 2001. The Board shall have the
power to change the duration of Offering Periods (including the commencement dates thereof) with
respect to future offerings without shareholder approval if such change is announced at least five
(5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.



     5. Participation.



          (a) An eligible Employee may become a participant in the Plan by completing a subscription
agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with
the Company’s payroll office fifteen days prior to the applicable Enrollment Date.




          (b) Payroll deductions for a participant shall commence on the first payroll following the
Enrollment Date and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as provided in Section 10
hereof.




     6. Payroll Deductions.



          (a) At the time a participant files his or her subscription agreement, he or she shall elect
to have payroll deductions made on each pay day during the Offering Period in an amount from one
percent (1%) to twenty percent (20%) of the Compensation which he or she receives on each pay day
during the Offering Period.




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          (b) All payroll deductions made for a participant shall be credited to his or her account
under the Plan and shall be withheld in whole percentages only. A participant may not make any
additional payments into such account.




          (c) A participant may discontinue his or her participation in the Plan as provided in Section
10 hereof, or may increase or decrease the rate of his or her payroll deductions during the
Offering Period by completing or filing with the Company a new subscription agreement authorizing a
change in payroll deduction rate. The Board may, in its discretion, limit the number of
participation rate changes during any Offering Period. The change in rate shall be effective with
the first full payroll period following five (5) business days after the Company’s receipt of the
new subscription agreement unless the Company elects to process a given change in participation
more quickly. A participant’s subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.




          (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) hereof, a participant’s payroll deductions may be decreased to zero
percent (0%) at any time during a Purchase Period. Payroll deductions shall recommence at the rate
provided in such participant’s subscription agreement at the beginning of the first Purchase
Period, which is scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.




          (e) At the time the option is exercised, in whole or in part, or at the time some or all of
the Company’s Common Stock issued under the Plan is disposed of, the participant must make adequate
provision for the Company’s federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock. At any time, the
Company may, but shall not be obligated to, withhold from the participant’s compensation the amount
necessary for the Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefits attributable to sale or
early disposition of Common Stock by the Employee.




     7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of
shares of the Company’s Common Stock determined by dividing such Employee’s payroll deductions
accumulated prior to such Exercise Date and retained in the Participant’s account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Purchase Period more than 10,000 shares of the Company’s Common
Stock (subject to any adjustment pursuant to Section 19), and provided further that such purchase
shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. The Board may, for
future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of
shares of the Company’s Common Stock an Employee may purchase during each Purchase Period of such
Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the
participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day
of the Offering Period.



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     8. Exercise of Option.



          (a) Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her
option for the purchase of shares shall be exercised automatically on the Exercise Date, and the
maximum number of full shares subject to option shall be purchased for such participant at the
applicable Purchase Price with the accumulated payroll deductions in his or her account. No
fractional shares shall be purchased; any payroll deductions accumulated in a participant’s account
which are not sufficient to purchase a full share shall be retained in the participant’s account
for the subsequent Purchase Period or Offering Period, subject to earlier withdrawal by the
participant as provided in Section 10 hereof. Any other monies left over in a participant’s
account after the Exercise Date shall be returned to the participant. During a participant’s
lifetime, a participant’s option to purchase shares hereunder is exercisable only by him or her.




          (b) If the Board determines that, on a given Exercise Date, the number of shares with respect
to which options are to be exercised may exceed (i) the number of shares of Common Stock that were
available for sale under the Plan on the Enrollment Date of the applicable Offering Period, or (ii)
the number of shares available for sale under the Plan on such Exercise Date, the Board may in its
sole discretion (x) provide that the Company shall make a pro rata allocation of the shares of
Common Stock available for purchase on such Enrollment Date or Exercise Date, as applicable, in as
uniform a manner as shall be practicable and as it shall determine in its sole discretion to be
equitable among all participants exercising options to purchase Common Stock on such Exercise Date,
and continue all Offering Periods then in effect, or (y) provide that the Company shall make a pro
rata allocation of the shares available for purchase on such Enrollment Date or Exercise Date, as
applicable, in as uniform a manner as shall be practicable and as it shall determine in its sole
discretion to be equitable among all participants exercising options to purchase Common Stock on
such Exercise Date, and terminate any or all Offering Periods then in effect pursuant to Section 20
hereof. The Company may make pro rata allocation of the shares available on the Enrollment Date of
any applicable Offering Period pursuant to the preceding sentence, notwithstanding any
authorization of additional shares for issuance under the Plan by the Company’s shareholders
subsequent to such Enrollment Date.




     9. Delivery. As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a
certificate representing the shares purchased upon exercise of his or her option.



     10. Withdrawal.



          (a) A participant may withdraw all but not less than all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under the Plan at any time by
giving written notice to the Company in the form of Exhibit B to this Plan. All of the
participant’s payroll deductions credited to his or her account shall be paid to such participant
promptly after receipt of notice of withdrawal and such participant’s option for the Offering
Period shall be automatically terminated, and no further payroll deductions for the purchase of
shares shall be made for such Offering Period. If a participant withdraws from an Offering Period,
payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the
participant delivers to the Company a new subscription agreement.




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          (b) A participant’s withdrawal from an Offering Period shall not have any effect upon his or
her eligibility to participate in any similar plan, which may hereafter be adopted by the Company
or in succeeding Offering Periods which commence after the termination of the Offering Period from
which the participant withdraws.




     11. Termination of Employment.



     Upon a participant’s ceasing to be an Employee, for any reason, he or she shall be deemed to
have elected to withdraw from the Plan and the payroll deductions credited to such participant’s
account during the Offering Period but not yet used to exercise the option shall be returned to
such participant or, in the case of his or her death, to the person or persons entitled thereto
under Section 15 hereof, and such participant’s option shall be automatically terminated. The
preceding sentence notwithstanding, a participant who receives payment in lieu of notice of
termination of employment shall be treated as continuing to be an Employee for the participant’s
customary number of hours per week of employment during the period in which the participant is
subject to such payment in lieu of notice.



     12. Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.



     13. Stock.



          (a) Subject to adjustment upon changes in capitalization of the Company as provided in Section
19 hereof, the maximum number of shares of the Company’s Common Stock which shall be made available
for sale under the Plan shall be 500,000 shares, plus an annual increase to be added on each
anniversary date of the adoption of the Plan equal to the lesser of (i) 500,000 shares, (ii) 2% of
the outstanding shares on such date or a lesser amount determined by the Board.




          (b) The participant shall have no interest or voting right in shares covered by his option
until such option has been exercised.




          (c) Shares to be delivered to a participant under the Plan shall be registered in the name of
the participant or in the name of the participant and his or her spouse.




     14. Administration. The Plan shall be administered by the Board or a committee of
members of the Board appointed by the Board. The Board or its committee shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to
determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Board or its committee shall, to the full extent permitted
by law, be final and binding upon all parties.



     15. Designation of Beneficiary.



          (a) A participant may file a written designation of a beneficiary who is to receive any shares
and cash, if any, from the participant’s account under the Plan in the event of such participant’s
death subsequent to an Exercise Date on which the option is exercised but prior to




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delivery to such participant of such shares and cash. In addition, a participant may file a
written designation of a beneficiary who is to receive any cash from the participant’s account
under the Plan in the event of such participant’s death prior to exercise of the option. If a
participant is married and the designated beneficiary is not the spouse, spousal consent shall be
required for such designation to be effective.




          (b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.




     16. Transferability. Neither payroll deductions credited to a participant’s account
nor any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt
at assignment, transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from an Offering Period in accordance
with Section 10 hereof.



     17. Use of Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions.



     18. Reports. Individual accounts shall be maintained for each participant in the
Plan. Statements of account shall be given to participating Employees at least annually, which
statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of
shares purchased and the remaining cash balance, if any.



     19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset
Sale.



          (a) Changes in Capitalization. Subject to any required action by the shareholders of
the Company, the Reserves, the maximum number of shares each participant may purchase each Purchase
Period (pursuant to Section 7), as well as the price per share and the number of shares of Common
Stock covered by each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the number of shares of
Common Stock effected without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to have been “effected
without receipt of consideration.” Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities convertible into shares of
stock of any class,




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shall affect, and no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to an option.




          (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Offering Period then in progress shall be shortened by setting a
new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board.
The New Exercise Date shall be before the date of the Company’s proposed dissolution or
liquidation. The Board shall notify each participant in writing, at least ten (10) business days
prior to the New Exercise Date, that the Exercise Date for the participant’s option has been
changed to the New Exercise Date and that the participant’s option shall be exercised automatically
on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering
Period as provided in Section 10 hereof.




          (c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all
of the assets of the Company, or the merger of the Company with or into another corporation, each
outstanding option shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the option, any Purchase Periods then in
progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”) and any
Offering Periods then in progress shall end on the New Exercise Date. The New Exercise Date shall
be before the date of the Company’s proposed sale or merger. The Board shall notify each
participant in writing, at least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant’s option has been changed to the New Exercise Date and that the
participant’s option shall be exercised automatically on the New Exercise Date, unless prior to
such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.




     20. Amendment or Termination.



          (a) The Board of Directors of the Company may at any time and for any reason terminate or
amend the Plan. Except as provided in Section 19 hereof, no such termination can affect options
previously granted, provided that an Offering Period may be terminated by the Board of Directors on
any Exercise Date if the Board determines that the termination of the Offering Period or the Plan
is in the best interests of the Company and its shareholders. Except as provided in Section 19 and
this Section 20 hereof, no amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary to comply with Section
423 of the Code (or any successor rule or provision or any other applicable law, regulation or
stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a
degree as required.




          (b) Without shareholder consent and without regard to whether any participant rights may be
considered to have been “adversely affected,” the Board (or its committee) shall be entitled to
change the Offering Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by
a participant in order to adjust for delays or mistakes in the Company’s processing of properly




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completed withholding elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common
Stock for each participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the Board (or its committee)
determines in its sole discretion advisable which are consistent with the Plan.




          (c) In the event the Board determines that the ongoing operation of the Plan may result in
unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent
necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence
including, but not limited to:




               (i) altering the Purchase Price for any Offering Period including an Offering Period underway
at the time of the change in Purchase Price;



               (ii) shortening any Offering Period so that Offering Period ends on a new Exercise Date,
including an Offering Period underway at the time of the Board action; and



               (iii) allocating shares.



     Such modifications or amendments shall not require stockholder approval or the consent of any
Plan participants.



     21. Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.



     22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



     As a condition to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.



     23. Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the Company. It shall
continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof.



     24. Automatic Transfer to Low Price Offering Period. To the extent permitted by any
applicable laws, regulations, or stock exchange rules if the Fair Market Value of the Common Stock



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on any Exercise Date in an Offering Period is lower than the Fair Market Value of the Common
Stock on the Enrollment Date of such Offering Period, then all participants in such Offering Period
shall be automatically withdrawn from such Offering Period immediately after the exercise of their
option on such Exercise Date and automatically re-enrolled in the immediately following Offering
Period as of the first day thereof.




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EXHIBIT A




QUOVADX, INC.




1999 EMPLOYEE STOCK PURCHASE PLAN




SUBSCRIPTION AGREEMENT




			
	                     Original Application

                     Change in Payroll Deduction Rate

                     Change of Beneficiary(ies)
	 	Enrollment Date:                     







	1.	 	                                         hereby elects to participate in the Quovadx, Inc. 1999 Employee Stock
Purchase Plan (the “Employee Stock Purchase Plan”) and sub-scribes to purchase shares of the
Company’s Common Stock in accordance with this Subscription Agreement and the Employee Stock
Purchase Plan.






	2.	 	I hereby authorize payroll deductions from each paycheck in the amount of ___% of my
Compensation on each payday (from 1% to 20%) during the Offering Period in accordance with the
Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)






	3.	 	I understand that said payroll deductions shall be accumulated for the purchase of shares of
Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock
Purchase Plan. I understand that if I do not withdraw from an Offering Period, any
accumulated payroll deductions will be used to automatically exercise my option.






	4.	 	I have received a copy of the current Employee Stock Purchase Plan document. I understand
that my participation in the Employee Stock Purchase Plan is in all respects subject to the
terms of the Plan.






	5.	 	Shares purchased for me under the Employee Stock Purchase Plan should be issued in the
name(s) of                     (Employee or Employee and Spouse only).






	6.	 	I understand that if I dispose of any shares received by me pursuant to the Plan within 2
years after the Enrollment Date (the first day of the Offering Period during which I purchased
such shares) or one year after the Exercise Date, I will be treated for federal income tax
purposes as having received ordinary income at the time of such disposition in an amount equal
to the excess of the fair market value of the shares at the time such shares were purchased by
me over the price which I paid for the shares. I hereby agree to notify the Company in
writing within 30 days after the date of any disposition of my shares and I will make adequate
provision for Federal, state or other tax withholding obligations, if any, which arise upon
the disposition of the Common Stock. The Company may, but will not be obligated to,
withhold from my compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common Stock by me. If I
dispose of such shares at any time after the expiration of the 2-year and 1-year holding
periods, I understand that I will be treated for federal income tax purposes as having
received income only at the time of such disposition, and that such income will be taxed as
ordinary income only to




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	 	 	the extent of an amount equal to the lesser of (1) the excess of the fair market value of
the shares at the time of such disposition over the purchase price which I paid for the
shares, or (2) the excess of the fair market value of the shares on the first day of the
Offering Period over the purchase price which I paid for the shares. The remainder of the
gain, if any, recognized on such disposition will be taxed as capital gain.






	7.	 	I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my eligibility to participate
in the Employee Stock Purchase Plan.






	8.	 	In the event of my death, I hereby designate the following as my beneficiary(ies) to receive
all payments and shares due me under the Employee Stock Purchase Plan:





NAME: (Please print)                                                                                                                                                                 



(First)                               
(Middle)                                           (Last)




	 	 	 
	 

	 	 
	Relationship
	 	 
	 
	 	 
	 

	 	 
	 

	 	(Address)
	 
	 	 
	          Employee’s Social Security Number:
	 	 
	 

	 	 
	 
	 	 
	          Employee’s Address:
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 





I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING
PERIODS UNLESS TERMINATED BY ME.




	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 
	 

	 	 	 	 	 	Signature of Employee

	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Spouse’s Signature (if beneficiary other than spouse)






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EXHIBIT B




QUOVADX, INC.




1999 EMPLOYEE STOCK PURCHASE PLAN




NOTICE OF WITHDRAWAL




     The undersigned participant in the Offering Period of the Quovadx, Inc. 1999 Employee Stock
Purchase Plan, which began on                     ,                     (the “Enrollment Date”) hereby notifies the
Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the
Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to
his or her account with respect to such Offering Period. The undersigned understands and agrees
that his or her option for such Offering Period will be automatically terminated. The undersigned
understands further that no further payroll deductions will be made for the purchase of shares in
the current Offering Period and the undersigned shall be eligible to participate in succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.



	 	 	 	 	 
	 	 	Name and Address of Participant:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	Signature:
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 

	 	Date:	 	 
	 

	 	 	 	 






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