Form of Notice of Grant of Stock Option



 Exhibit 10.16 
  

			
	Notice of Grant of Stock Option	  	 Eclipsys Corporation
 ID:
65-0632092


  

					
	[Name]	  	Option Number:	  	  

	[Address]	  	Plan:	  	2008 Omnibus Incentive Plan
		  	Employee ID: 	  	  


 Effective
                     (the “Issuance Date”), you have been granted a non-statutory option to buy
                     shares of common stock of Eclipsys Corporation (the “Company”) at an exercise price of
             per share. This option vests and becomes exercisable over a four-year vesting period as follows: (i) with respect to 25% of the underlying shares on the first
anniversary of the Issuance Date (the “First Vesting Date”); and (ii) with respect to the remaining 75% of the underlying shares in 36 equal consecutive monthly installments on the same day (e.g. the 14th day) of each calendar month following the First Vesting Date as the day of the month on which the Issuance Date occurs, provided that vesting will not occur
if you are not employed with the Company (as defined in the Plan) on the scheduled vesting date. The option expires, to the extent not earlier terminated or exercised, on the seventh anniversary of the Issuance Date or such earlier date as the Plan
provides, and the Company has no obligation to notify you before expiration. 
 The option is granted under and governed by the terms and conditions of this
notice, the Company’s 2008 Omnibus 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. 
 Except as otherwise provided in the Plan or a separate written
agreement between you and the Company signed by an executive officer of the Company, (i) no vesting will occur before the First Vesting Date, vesting of the option will occur only on scheduled vesting dates, without any ratable vesting for
periods of time between vesting dates, and any termination of your employment for any reason or no reason (unless you are then or are becoming a member of the Board of Directors of the Company) will result in cessation of vesting and lapse of the
option to the extent not yet vested at the time of termination; (ii) following any termination of your employment, you will have until the earlier of the expiration of the option or the close of business on the first anniversary of the date of
termination of your employment to exercise the option, to the extent vested at the time of or as a result of termination of your employment; and (iii) notwithstanding the foregoing, vesting will be suspended during the portion of any leave of
absence (LOA) you have in excess of 180 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, contingent upon your continued employment. 
 As a condition to vesting and exercise of this option, you must enter into the Eclipsys Proprietary Interest Protection Agreement, in the standard form generally used for all new employees who live in your state of
residence. If you breach in any material respect the Proprietary Interest Protection Agreement between you and the Company, or any other contract between you and the Company, or your common law duty of confidentiality or trade secret protection, and
you fail to cure that breach in full within ten days of notice and demand for cure by the Company, then such breach shall entitle the Company, in its discretion and in addition to any other legal or equitable remedies available to it, to do any or
all of the following: (1) cancel and terminate as of the date of such breach any unvested and/or unexercised portion of this stock option; (2) require you to disgorge to the Company the net income you earned from any shares received by you
upon exercise of this option that you transferred at any time from 12 months before such breach until 30 days after the Company learned of such breach, and for this purpose net income means the sales price less the exercise price less applicable
income taxes you paid in connection with such shares; (3) require you to tender back to the Company any share of Company stock you own that you acquired upon the exercise of this stock option at a price equal to the exercise price you paid for
such share; and/or (4) obtain injunctive relief or other similar remedy in any court with appropriate jurisdiction in order to specifically enforce the provisions hereof. The Company may suspend any exercise of this option pending cure of any
such breach. 
 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 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: