exv10w5



 






Exhibit 10.5




 





	 	 	 	 	 
	Notice of Grant of Stock Option

	 	Eclipsys Corporation	 	 
	Director

	 	ID: 65-0632092	 	 






 




	 	 	 	 	 
	«Name»

	 	Option Number:
	 	«OptionNumber»
	«StreetAddress»

	 	Plan:
	 	2005 Stock Incentive Plan
	«CityStateZip»
	 	 	 	 





 




Effective                      (the “Grant Date”), you have been granted a
non-statutory option to buy «TotalShares» shares of common stock of
Eclipsys Corporation (the “Company”) at an exercise price of $                    
per share. This option vests as described below under Vesting Type                     .



The option is granted under and governed by the terms and conditions of
this notice, the Company’s 2005 Stock Incentive Plan (the “Plan”), and
any other applicable written agreement between you and the Company. 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.



If you cease to be a member of the Company’s Board of Directors in
connection with a Change in Control Event (as defined in the Plan) for
any reason other than voluntary resignation from the Board, which Board
will continue in place following the Change in Control Event, then upon
such a cessation of your directorship the option will vest in full.



Except as otherwise provided in this Notice or the Plan or a separate
written agreement between you and the Company signed by an executive
officer of the Company, (i) termination of your service as a member of
the Company’s Board of Directors for any reason (unless you are then or
then becoming an employee of the Company as defined in the Plan) will
result in cessation of vesting and lapse of the option to the extent
not yet vested at the time of termination; and (ii) vested options may
be exercised only for a period of 365 days following termination of
your service as a member of the Company’s Board of Directors (or, if
later, 365 days following termination of your employment). The option
expires on the tenth anniversary of the Grant Date or such earlier date
as the Plan provides.



Unless otherwise permitted by the Company’s Board of Directors, you
must pay the exercise price and meet any tax obligations in cash.



 




The Prospectus for the Plan, the Plan document, 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
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 the option; you
agree to rely only upon your own personal advisors.



 





	 	 	 	 	 
	 	ECLIPSYS CORPORATION 

 	 
	 	By:  	 	 
	 	 	Name  	 
	 	 	Title 	 
	 


Vesting Type 1 options vest and become exercisable (i) with
respect to 20% of the underlying shares on the first anniversary of the date of commencement of
your service as a member of the Company’s Board of Directors if your service commenced on the first
day of a calendar month, and otherwise on the first day of the calendar month immediately following
the first anniversary of the date of commencement of your service; 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 initial vesting date as described in the preceding clause
(i), provided that vesting will not occur if you are not serving as a member of the Board of
Directors of the Company or employed with the Company (as defined in the Plan) on the scheduled
vesting date.



Vesting Type 2 options vest and become exercisable (i) with respect to 20%
of the underlying shares on the first anniversary of the Grant Date if the
Grant Date was on the first day of a calendar month, and otherwise on the first
day of the calendar month immediately following the first anniversary of the
Grant 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 initial vesting date as described in the preceding clause
(i), provided that vesting will not occur if you are not serving as a member of
the Board of Directors of the Company or employed with the Company (as defined
in the Plan) on the scheduled vesting date.