Exhibit 10.16


    Exhibit
      10.16

    


    
      	
               

              Notice
                of Grant of Restricted Stock

              Employee

            	
               

              Eclipsys
                Corporation

              ID:
                65-0632092

               

            
	
               

              [name
                of recipient]

              [address
                of recipient]

            	
               

              Grant
                Number: ______________________

              Plan: 2005
                Stock Incentive Plan

              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;
                (iii)
                any termination of your employment for any reason or no 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
                (unless you are then or are becoming a member of the Board of Directors
                of
                the Company);
                and (iv) 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 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 of any Shares, 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) repurchase from you any shares of Restricted Stock still owned
                by you,
                whether or not vested, at the price of $.01 per share, whereupon
                any
                rights you might otherwise have to such repurchased shares of Restricted
                Stock will cease; (2) require you to disgorge to the Company the
                income
                you earned from any Restricted Stock 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
                $.01 per share less applicable income taxes you paid in connection
                with
                such shares; and/or (3) 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 vesting
                or
                transfer of Restricted Stock pending cure of any such breach.

               

              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 (base salary plus target bonus) 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