**QUOVADX, INC.****1997 STOCK PLAN****NOTICE OF GRANT OF RESTRICTED STOCK**     Unless otherwise defined herein, the terms defined in the 1997 Stock Plan will have the samedefined meanings in this Notice of Grant of Restricted Stock (“Notice of Grant”).     **Participant:**     **Address:**     You have been granted the right to purchase Common Stock of the Company, subject to theCompany’s Reacquisition Right (as described in the attached Restricted Stock Agreement), asfollows:     Grant Number     Date of Grant     Price Per Share     Total Number of Shares     Expiration Date:     YOU MUST PURCHASE THE SHARES BEFORE THE EXPIRATION DATE OR YOU WILL HAVE NO FURTHER RIGHT TOPURCHASE THE SHARES. By your signature and the signature of the Company’s representative below,you and the Company agree that this Award of Restricted Stock is granted under and governed by theterms and conditions of the 1997 Stock Plan and the Restricted Stock Agreement, attached hereto asExhibit A-1, both of which are made a part of this document. You further agree to executethe attached Restricted Stock Agreement as a condition to purchasing any Shares under this Award.   PARTICIPANT: QUOVADX, INC.      Signature By Harvey A. Wagner     President and Chief Executive Officer   Print Name Title
 

 
**EXHIBIT A-1****QUOVADX, INC.****1997 STOCK PLAN****RESTRICTED STOCK AGREEMENT**     Unless otherwise defined herein, the terms defined in the 1997 Stock Plan (the “Plan”) willhave the same defined meanings in this Restricted Stock Agreement (the “Agreement”).     WHEREAS, the individual named in the Notice of Grant, (the “Participant”) is an Employee, andthe Participant’s continued participation in the affairs of the Company is considered by theCompany to be important for the Company’s continued growth; and     WHEREAS in order to give the Participant an opportunity to acquire an equity interest in theCompany as an incentive for the Participant to continue to participate in the affairs of theCompany, the Administrator has granted to the Participant an Award of Restricted Stock subject tothe terms and conditions of the Plan and the Notice of Grant, which are incorporated herein byreference, and pursuant to this Restricted Stock Agreement.     NOW THEREFORE, the parties agree as follows:     1. Sale of Stock. The Company hereby agrees to sell to the Participant and theParticipant hereby agrees to purchase the number of shares of the Company’s Common Stock (the“Restricted Stock”), at the per Share purchase price and as otherwise described in the Notice ofGrant.     2. Payment of Purchase Price. The purchase price for the Restricted Stock may bepaid by delivery to the Company at the time of execution of this Agreement of cash, a check, orsome combination thereof.     3. Reacquisition Right. In the event the Participant ceases to be an Employee forany or no reason (including death or Disability) before all of the Shares of Restricted Stock arereleased from the Company’s Reacquisition Right (see Section 4), all such Shares will thereupon beforfeited and automatically transferred to and reacquired by the Company at no cost to the Company(the “Reacquisition Right”). The Participant will not be entitled to a refund of the price paidfor any Shares of Restricted Stock returned to the Company pursuant to this Section 3. Upon suchtermination, the Company will become the legal and beneficial owner of the Shares of RestrictedStock being forfeited and reacquired by the Company and all rights and interests therein orrelating thereto, and the Company will have the right to retain and transfer to its own name thenumber of Shares of Restricted Stock being reacquired by the Company.
 

 
     4. Release of Shares From Reacquisition Right.          (a) Vesting Schedule. 25% of the Shares of Restricted Stock will vest on each ofJanuary 5, 2006, 2007, 2008 and 2009, such that 100% of the Shares of Restricted Stock will befully vested on January 5, 2009, provided that the Participant continues to be an Employee througheach such date. Notwithstanding the foregoing sentence, one hundred percent (100%) of the Shareswill vest upon a Change of Control of the Company that occurs while Participant is an Employee.          (b) For purposes of Section 4(a), “Change of Control” shall mean the occurrence of any of thefollowing events: (i) any “person” (as such term is used in Sections 13(d) and 14(d)of the ExchangeAct) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly orindirectly, of securities of the Company representing fifty percent (50%) or more of the totalvoting power represented by the Company’s then outstanding voting securities; or (ii) theconsummation of the sale or disposition by the Company of all or substantially all of the Company’sassets; or (iii) the consummation of a merger or consolidation of the Company, with any othercorporation, other than a merger or consolidation which would result in the voting securities ofthe Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into voting securities of the surviving entity or its parent) atleast fifty percent (50%) of the total voting power represented by the voting securities of theCompany, or such surviving entity or its parent outstanding immediately after such merger orconsolidation, or (iv) a change in the composition of the Board, as a result of which fewer than amajority of the Directors are Incumbent Directors. “Incumbent Directors” shall mean Directors whoeither (A) are Directors of the Company, as applicable, as of the date hereof, or (B) are elected,or nominated for election, to the Board with the affirmative votes of at least a majority of thoseDirectors whose election or nomination was not in connection with any transaction described insubsections (i), (ii) or (iii) or in connection with an actual or threatened proxy contest relatingto the election of directors of the Company.          (c) Any of the Shares that have not yet been released from the Reacquisition Right are referredto herein as “Unreleased Shares.”     5. Restriction on Transfer. Except for the escrow described in Section 6 or thetransfer of the Shares to the Company contemplated by this Agreement, none of the Shares or anybeneficial interest therein will be transferred, encumbered or otherwise disposed of in any wayuntil such Shares are released from the Company’s Reacquisition Right in accordance with theprovisions of this Agreement. Any distribution or delivery to be made to the Participant underthis Agreement will, if the Participant is then deceased, be made to the Participant’s designatedbeneficiary, or if no beneficiary survives the Participant, to the administrator or executor of theParticipant’s estate. Any such transferee must furnish the Company with (a) written notice of hisor her status as transferee, and (b) evidence satisfactory to the Company to establish the validityof the transfer and compliance with any laws or regulations pertaining to said transfer.
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     6. Escrow of Shares.          (a) All Shares of Restricted Stock will, upon execution of this Agreement, be delivered anddeposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares ofRestricted Stock and stock assignment, if any, will be held by the Escrow Holder until such time asthe Company’s Reacquisition Right expires or the date the Participant ceases to be an Employee.          (b) The Escrow Holder will not be liable for any act it may do or omit to do with respect toholding the Unreleased Shares in escrow while acting in good faith and in the exercise of itsjudgment.          (c) Upon the Participant’s termination as an Employee for any reason, the Escrow Holder, uponreceipt of written notice of such termination, will take all steps necessary to accomplish thetransfer of the Unreleased Shares to the Company. The Participant hereby appoints the EscrowHolder with full power of substitution, as the Participant’s true and lawful attorney-in-fact withirrevocable power and authority in the name and on behalf of the Participant to take any action andexecute all documents and instruments, including, without limitation, stock powers which may benecessary to transfer the certificate or certificates evidencing such Unreleased Shares to theCompany upon such termination.          (d) When a portion of the Shares has been released from the Reacquisition Right, upon request,the Escrow Holder will take all steps necessary to accomplish the transfer of the Unreleased Sharesto the Participant.          (e) Subject to the terms hereof, the Participant will have all the rights of a shareholder withrespect to the Shares while they are held in escrow, including without limitation, the right tovote the Shares and to receive any cash dividends declared thereon.          (f) In the event of any merger, reorganization, consolidation, recapitalization, separation,liquidation, stock dividend, split-up, share combination, or other change in the corporatestructure of the Company affecting the Common Stock, the Shares of Restricted Stock will beincreased, reduced or otherwise changed, and by virtue of any such change the Participant will inhis capacity as owner of Unreleased Shares that have been awarded to him be entitled to new oradditional or different shares of stock, cash or securities (other than rights or warrants topurchase securities); such new or additional or different shares, cash or securities will thereuponbe considered to be Unreleased Shares and will be subject to all of the conditions and restrictionswhich were applicable to the Unreleased Shares pursuant to this Agreement. If the Participantreceives rights or warrants with respect to any Unreleased Shares, such rights or warrants may beheld or exercised by the Participant, provided that until such exercise any such rights or warrantsand after such exercise any shares or other securities acquired by the exercise of such rights orwarrants will be considered to be Unreleased Shares and will be subject to all of the conditionsand restrictions which were applicable to the Unreleased Shares pursuant to this Agreement. TheAdministrator in its absolute discretion at any time may accelerate the vesting of all or anyportion of such new or additional shares of stock, cash or securities, rights orwarrants to purchase securities or shares or other securities acquired by the exercise of suchrights or warrants.
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          (g) The Company may instruct the transfer agent for its Common Stock to place a legend on thecertificates representing the Restricted Stock or otherwise note its records as to the restrictionson transfer set forth in this Agreement.     7. Withholding of Taxes. Notwithstanding any contrary provision of this Agreement,no certificate representing the Shares of Restricted Stock may be released from the escrowestablished pursuant to Section 6, unless and until satisfactory arrangements (as determined by theAdministrator) will have been made by the Participant with respect to the payment of income,employment and other taxes which the Company determines must be withheld with respect to suchShares. The Administrator, in its sole discretion and pursuant to such procedures as it mayspecify from time to time, may permit the Participant to satisfy such tax withholding obligation,in whole or in part by (a) electing to have the Company withhold otherwise deliverable Shareshaving a Fair Market Value equal to the minimum amount required to be withheld, or (b) deliveringto the Company already vested and owned Shares having a Fair Market Value equal to the amountrequired to be withheld.     8. General Provisions.          (a) This Agreement will be governed by the internal substantive laws, but not the choice oflaw rules of Colorado. This Agreement, subject to the terms and conditions of the Plan and theNotice of Grant, represents the entire agreement between the parties with respect to the purchaseof the Shares by the Participant. Subject to Section 16(c) of the Plan, in the event of a conflictbetween the terms and conditions of the Plan and the terms and conditions of this Agreement, theterms and conditions of the Plan will prevail. Unless otherwise defined herein, the terms definedin the Plan will have the same defined meanings in this Agreement.          (b) Any notice, demand or request required or permitted to be given by either the Company orthe Participant pursuant to the terms of this Agreement will be in writing and will be deemed givenwhen delivered personally or deposited in the U.S. mail, First Class with postage prepaid, andaddressed to the parties at the addresses of the parties set forth at the end of this Agreement orsuch other address as a party may request by notifying the other in writing.               Any notice to the Escrow Holder will be sent to the Company’s address with a copy to the otherparty hereto.          (c) The rights of the Company under this Agreement will be transferable to any one or morepersons or entities, and all covenants and agreements hereunder will inure to the benefit of, andbe enforceable by the Company’s successors and assigns. The rights and obligations of theParticipant under this Agreement may only be assigned with the prior written consent of theCompany.          (d) Either party’s failure to enforce any provision of this Agreement will not in any way beconstrued as a waiver of any such provision, nor prevent that party from thereafter enforcing anyother provision of this Agreement. The rights granted both parties hereunder arecumulative and will not constitute a waiver of either party’s right to assert any other legalremedy available to it.
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          (e) The Participant agrees upon request to execute any further documents or instrumentsnecessary or desirable to carry out the purposes or intent of this Agreement.          (f) Participant acknowledges and agrees that the vesting of Shares of Restricted Stockpursuant to Section 4 hereof is earned only by continuing as an Employee at the will of the Company(or the Parent or Subsidiary employing Participant) and not through the act of being hired orpurchasing Shares hereunder. Participant further acknowledges and agrees that this Agreement, thetransactions contemplated hereunder and the vesting schedule set forth herein do not constitute anexpress or implied promise of continued engagement as an Employee for the vesting period, for anyperiod, or at all, and will not interfere with the Participant’s right or the right of the Company(or the Parent or Subsidiary employing Participant) to terminate the Participant’s relationship asan Employee at any time, with or without cause.     By Participant’s signature below, Participant represents that he or she is familiar with the termsand provisions of the Plan, and hereby accepts this Agreement subject to all of the terms andprovisions thereof. Participant has reviewed the Plan and this Agreement in their entirety, hashad an opportunity to obtain the advice of counsel prior to executing this Agreement and fullyunderstands all provisions of this Agreement. Participant agrees to accept as binding, conclusiveand final all decisions or interpretations of the Administrator upon any questions arising underthe Plan or this Agreement. Participant further agrees to notify the Company upon any change inthe residence indicated in the Notice of Grant.       PARTICIPANT:   QUOVADX, INC.                Signature   By Harvey A. Wagner             President and Chief Executive Officer         Print Name   Title         Date:                     , 200[_]   Date:                     , 200[_]  
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