**EXHIBIT 10.57**Award No. [___________]**Form of****RESTRICTED STOCK AGREEMENT**          **THIS RESTRICTED STOCK AGREEMENT**is made effective as of [___] (the “Grant Date”), byand between Emdeon Corporation, a Delaware corporation (the “Company”), and [___](the “Holder”):          **WHEREAS**, the Compensation Committee of the Company’s Board of Directors or its designee hasdetermined that it would be to the advantage and in the best interest of the Company and itsstockholders to enter into this Restricted Stock Agreement (the “Agreement”) pursuant tothe Company’s 2000 Long-Term Incentive Plan, (the “Plan”; all capitalized terms used hereinwithout definition shall have the meaning ascribed to such terms in the Plan) to assign certainshares of Common Stock of the Company subject to certain restrictions thereon (hereinafter referredto as the “Restricted Stock”) to the Holder in consideration of services to be rendered andas an incentive for the Holder’s best performance of future services to Company and itsSubsidiaries, subject to the restrictions set forth herein.          **NOW, THEREFORE**, in consideration of the mutual covenants herein contained and other good andvaluable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agreeas follows:**ARTICLE I.****AWARD OF RESTRICTED STOCK**     ***Section 1.1 Award of Restricted Stock.***          In consideration of Holder’s services and for other good and valuable consideration which theCommittee has determined, the Company hereby awards and assigns to the Holder, on the Grant Date,«RSShares» shares of Restricted Stock. The Restricted Stock is awarded under and subject to theterms and conditions of the Plan.     ***Section 1.2 Not a Contract of Employment.***          Nothing in this Agreement shall confer upon the Holder any right to continue in the employ ofthe Company or any Subsidiary, or shall interfere with or restrict in any way any otherwiseexisting rights of the Company and any Subsidiary, which are hereby expressly reserved, todischarge the Holder at any time for any reason whatsoever, with or without Cause.     ***Section 1.3 Covenants.***          As further consideration for the grant of Restricted Stock pursuant to this Agreement, theHolder acknowledges and agrees to the covenants set forth on Annex A attached hereto. Thecovenants on Annex A do not supercede or replace any other confidentiality, non-
 

 
Award No. [___________]competition or non-solicitation agreement entered into between the Holder and the Company (or a Subsidiary thereof) to the extent that such confidentiality, non-competition and/orsolicitation agreement is more protective of the business of the Company and/or its subsidiaries.**ARTICLE II.****RESTRICTIONS**     ***Section 2.1 Definition.***          “Restrictions” shall mean the restrictions on sale or other transfer set forth inSection 3.1, the exposure to forfeiture set forth in Section 2.2 and the vesting set forth inSection 2.3.     ***Section 2.2 Forfeiture.***          Any share of Restricted Stock that is not vested pursuant to Section 2.3 upon the terminationof employment of the Holder, for any reason other than as a result of death or Disability, shallthereupon be forfeited to the Company without payment. In the event of the termination of theHolder’s employment as a result of the death or Disability of the Holder, all Restrictions shalllapse as of the date of termination.     ***Section 2.3 Vesting and Lapse of Restrictions.***          Subject to Sections 2.2, 2.4 and 2.6, each share of Restricted Stock shall not be transferableuntil such share becomes vested pursuant to the following:          (i) the first installment shall consist of thirty three and one-third percent (33-1/3%)of the shares of Restricted Stock and the Restrictions on such shares shall lapse on thefirst (1st) anniversary of the Grant Date;          (ii) the second installment shall consist of thirty three and one-third percent(33-1/3%) of the shares of Restricted Stock and the Restrictions on such shares shall lapseon the second (2nd) anniversary of the Grant Date; and          (iii) the third installment shall consist of thirty three and one-third percent(33-1/3%) of the shares of Restricted Stock and the Restrictions on such shares shall lapseon the third (3rd) anniversary of the Grant Date.provided, however, that if a vesting date shall fall on a date which is during ablack-out period with respect to the Common Stock to which Holder is subject, such vesting dateshall be delayed until the first day after the expiration of such black-out period.     ***Section 2.4******Legend.***          Certificates representing shares of Restricted Stock assigned pursuant to this Agreementshall, until all Restrictions lapse or shall have been removed and new certificates are assignedpursuant to Section 2.5, be held by the Company and bear the following legend:
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Award No. [___________]“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAINVESTING REQUIREMENTS UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCKAGREEMENT BY AND BETWEEN EMDEON CORPORATION (THE “COMPANY”) AND THEREGISTERED OWNER OF SUCH SHARES, AND SUCH SHARES MAY NOT BE, DIRECTLYOR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED,HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPTPURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.”     ***Section 2.5 Assignment of Certificates for Vested Shares.***          Upon the vesting of the shares of Restricted Stock as provided in Section 2.3 and subject toSection 3.3, the Company shall cause new certificates to be assigned with respect to such vestedshares and delivered to the Holder or his legal representative, free from any Restrictions and freefrom the legend provided for in Section 2.4; provided, that such shares shall remain subject toapplicable securities laws and the Company’s employee trading policy. Such vested shares shallcease to be considered Restricted Stock subject to the terms and conditions of this Agreement andshall be shares of Common Stock of the Company free of all Restrictions (other than any applicablesecurities law restrictions or any restrictions imposed by the Company’s employee trading policy).     ***Section 2.6 Restrictions On New Shares.***          In the event that the Holder receives any new or additional or different shares or securitiesby reason of any transaction or event described in Section 15.1 of the Plan, such new or additionalor different shares or securities which are attributable to the Holder in his capacity as theregistered owner of the Restricted Stock then subject to Restrictions, shall be considered to beRestricted Stock and shall be subject to all of the Restrictions, unless the Committee provides,for the removal or lapse of the Restrictions on the shares of Restricted Stock underlying thedistribution of the new or additional shares or securities.**ARTICLE III.****MISCELLANEOUS**     ***Section 3.1 Restricted Stock Not Transferable.***          No Restricted Stock or any interest or right therein or part thereof shall be liable for thedebts, contracts or engagements of the Holder or his successors in interest or shall be subject todisposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any othermeans whether such disposition be voluntary or involuntary or by operation of law by judgment,levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy),and any attempted disposition thereof shall be null and void and of no effect.
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Award No. [___________]     ***Section 3.2 Conditions to Delivery of Stock Certificates.***          The Company shall not be required to deliver any certificate or certificates for shares ofstock pursuant to this Agreement prior to fulfillment of all of the following conditions:          (a) The obtaining of any approval or other clearance from any state or federalgovernmental agency which the Committee shall, in its sole discretion, determine to benecessary or advisable; and          (b) The payment by the Holder of all amounts required to be withheld, under federal,state and local (or applicable foreign) tax laws, with respect to the issuance and/or thelapse or removal of any of the Restrictions which may be paid either by the Holder or by theCompany withholding that number of shares of Common Stock with a Fair Market Value equal tothe minimum tax withholding obligation in accordance with procedures established by theCompany; and          (c) The lapse of such reasonable period of time as the Committee may from time to timeestablish for reasons of administrative convenience.          In addition, the Company may, at its sole election, cancel the Common Stock underlying theRestricted Stock in the event the Holder fails to satisfy the applicable tax withholdings within 45days of the vesting date.     ***Section 3.3 Physical Custody.***          The Secretary of the Company or such other representative as the Committee may appoint shallretain physical custody of each certificate representing Restricted Stock until all of therestrictions imposed under the Award Agreement with respect to the shares evidenced by suchcertificate expire or shall have been removed; provided, however, that in no event shall the Holderretain physical custody of any certificates representing unvested Restricted Stock assigned toHolder.     ***Section 3.4 Notices.***          Any notice required by this Agreement will be deemed provided and delivered to the intendedrecipient when (i) delivered in person by hand or, in accordance with applicable law, via theCompany’s e-mail or intranet site; or (ii) three days after being sent via U.S. certified mail,return receipt requested; or (iii) the day after being sent via overnight courier, in each caseprovided such notice is properly addressed to the following address and enclosed in a properlysealed envelope or wrapper, and with all postage and similar fees having been paid in advance.       If to the Company: Emdeon Corporation    669 River Drive    Elmwood Park, NJ 07407       And if to the Holder: To the address specified in the Company’s payroll records.
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Award No. [___________]          By a notice given pursuant to this Section 3.5, either party may hereafter designate adifferent address for notices to be given. Any notice which is required to be given to the Holdershall, if the Holder is then deceased, be given to the Holder’s personal representative if suchrepresentative has previously informed the Company of representative’s status and address bywritten notice under this Section 3.4.     ***Section 3.5 Rights as Stockholder.***          Except as otherwise provided herein, upon delivery of the shares of Restricted Stock to therepresentative pursuant to Section 3.3, the Holder shall have, unless otherwise provided by theCommittee, all the rights of a stockholder with respect to said shares, including the right tovote and the right to receive all dividends and other distributions paid or made with respect tothe shares; provided, however, that in the discretion of the Committee, anyextraordinary distributions with respect to the Restricted Stock shall be subject to theRestrictions.     ***Section 3.6 Withholding Tax.***          The Holder agrees that, in the event of the issuance of the Restricted Stock or the expirationof Restrictions thereon results in the Holder’s realization of income which for federal, state orlocal income tax purposes is, in the opinion for the Company, subject to withholding of tax atsource by the Company, the Holder will pay to the Company an amount equal to such withholding taxprior to the Company’s delivery of the Certificate or the Company shall withhold that number ofShares of Common Stock with a Fair Market Value equal to the minimum tax withholding obligation.     ***Section 3.7 Titles.***          Titles are provided herein for convenience only and are not to serve as a basis forinterpretation or construction of this Agreement.     ***Section 3.8 Conformity to Securities Laws.***          The Holder acknowledges that this Agreement is intended to conform to the extent necessarywith all provisions of all applicable federal and state (and applicable foreign) laws, rules andregulations (including but not limited to, the Securities Act and the Exchange Act and to suchapprovals by any listing, regulatory or other governmental authority as may, in the opinion ofcounsel for the Company, be necessary or advisable in connection therewith. Notwithstandinganything herein to the contrary, this Agreement shall be administered, and the Restricted Stockshall be assigned, only in such a manner as to conform to such laws, rules and regulationsincluding, without limitation, Rule 16b-3. To the extent permitted by applicable law, thisAgreement and the Restricted Stock assigned hereunder shall be deemed amended to the extentnecessary to conform to such laws, rules and regulations.     ***Section 3.9 Amendment.***          This Agreement may be amended without the consent of the Holder provided that such amendment wouldnot impair any rights of the Holder under this Agreement. No
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**Award No. [**     **]**amendment of this Agreement shall, without the consent of the Holder, impair any rightsof the Holder under this Agreement.     ***Section 3.10 Governing Law.***          The laws of the State of Delaware shall govern the interpretation, validity, administration,enforcement and performance of the terms of this Agreement regardless of the law that might beapplied under principles of conflicts of laws.     ***Section 3.11******Section 83(b)******Election.***          If, within 30 days of the Grant Date, a Holder makes an election under Section 83(b) of theCode, or any successor section thereto, to be taxed with respect to all or any portion of theRestricted Stock as of the date of transfer of the Restricted Stock rather than as of the date ordates upon which the Holder would otherwise be taxable under Section 83(a) of the Code, the Holdershall deliver a copy of such election to the Company immediately after filing such election withthe Internal Revenue Service.     ***Section 3.12 Set-off***          If at any time you are indebted to the Company or any Subsidiary, the Company may in itsdiscretion withhold shares of Common Stock issuable to you following the lapse of Restrictionshaving a Fair Market Value up to the amount of such indebtedness.          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.         EMDEON CORPORATION,    a Delaware corporation           By:             Its:             HOLDER:                «FirstName» «LastName»