exv10w2



 






Exhibit 10.2




 






	 	 	 	 	 	 
	 
	Notice of Grant of Restricted Stock

Employee
	 	Eclipsys Corporation

ID: 65-0632092	 	 	 
	 






 






	 	 	 	 	 	 
	 
	 
	 	Grant Number:	 	 	 
	[name of recipient]
	 	Plan:	 	2005 Stock Incentive Plan	 
	[address of recipient]
	 	Employee ID:	 	 	 
	 






 





Effective
____________ (the “Grant Date”), you have been granted the right to purchase, at a price of $0.01 per share,
[No. of shares] 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 (the
"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 Agreement, including the restrictions on transfer set forth therein, the Company’s 2005
Stock Incentive Plan (the “Plan”), and any other applicable written agreement between you and the Company. 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 Agreement,
on the Vesting Date that is on or immediately following the first anniversary of the Grant Date (the “First Vesting
Date”), there shall vest a number of the Shares equal to the sum of (A) 20% of the total number of Shares and (B) a
number of Shares equal to the product of 1.667% of the total number of Shares and the number of complete calendar months,
if any, elapsed during the period beginning on the first anniversary of the Grant Date and ending on the First Vesting
Date. On each of the eight Vesting Dates next succeeding the First Vesting Date, there shall vest an additional number
of Shares equal to 10% of the total number of Shares, except that the number of Shares vesting on the last of such eight
succeeding Vesting Dates will be less than 10% of the total number of Shares if and to the extent that the number of
Shares Vesting on the First Vesting Date exceeded 20% of the total number of Shares. Unless otherwise provided in the
Agreement or in another written agreement between you and the Company, (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, and (iii) all Shares will be vested by the fourth anniversary of the First Vesting Date as long as all
conditions to vesting are satisfied.



Except as otherwise provided in the Plan, the Agreement, or a separate written agreement between you and the Company
signed by an executive officer of the Company, termination of your employment for any reason will result in cessation of
vesting, cancellation of this grant, and forfeiture to the Company of any Shares not vested at the time your employment
terminates.



For purposes of this grant and the Shares, the definition of “Good Reason” under the Plan shall be as follows,
notwithstanding any Plan provision to the contrary: “Good Reason” shall mean any significant diminution in the
Participant’s 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.



 




The Prospectus for the Plan, the Plan document and 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