Exhibit 10.15


    Exhibit
      10.15

    


    RESTRICTED
      STOCK AGREEMENT

    


    This
      Restricted Stock Agreement (this “Agreement”)
      is made
      as of _____________ by Eclipsys Corporation, a Delaware corporation
      ("Eclipsys")
      and
      ____________________ ("Recipient")
      to
      govern awards of restricted stock by Eclipsys to Recipient made from time to
      time pursuant to Grant Notices (as defined below) that reference this Agreement
      as governing the awards reflected therein. 

    


    1. Grants
      of Restricted Stock. From
      time
      to time in its discretion, Eclipsys may grant and issue to Recipient shares
      of
      Eclipsys's common stock that are subject to the restrictions described in,
      and
      other provisions of, this Agreement (the "Restricted
      Stock").
      No
      grants of Restricted Stock are promised by this Agreement. Each grant of
      Restricted Stock will be documented by a written notice delivered by Eclipsys
      to
      Recipient (a “Grant
      Notice”)
      stating: (i) that the Restricted Stock described therein is subject to this
      Agreement, (ii) the number of shares of Restricted Stock subject to the grant,
      (iii) the schedule and any other conditions for vesting of the Restricted Stock,
      and (iv) such other terms and conditions applicable to the Restricted Stock
      as
      Eclipsys may determine. As a condition to each grant of Restricted Stock,
      Recipient is required to pay to Eclipsys $.01 by cash or check for each share
      of
      Restricted Stock (the "Acquisition
      Consideration").
      

    


    2. Governing
      Plan.
      The
      Restricted Stock shall be granted pursuant to and (except as specifically set
      forth herein or in another written agreement between Eclipsys and Recipient)
      subject in all respects to the applicable provisions of the Eclipsys Corporation
      2005 Stock Incentive Plan or its successor plan (the "Plan"),
      which
      are incorporated herein by reference. Terms not otherwise defined in this
      Agreement have the meanings ascribed to them in the Plan.

    


    3. Restrictions
      on the Restricted Stock. 

    


    (a) Limitation
      on Transfer.
      The
      Restricted Stock (including any shares received by Recipient with respect to
      shares of Restricted Stock as a result of stock dividends, stock splits or
      any
      other form of recapitalization or a similar transaction affecting Eclipsys's
      securities without receipt of consideration) may not be sold, assigned,
      transferred, pledged, hypothecated or otherwise disposed of, alienated or
      encumbered unless and until the conditions to vesting set forth in the Grant
      Notice are met and any additional requirements or restrictions contained in
      this
      Agreement, the Grant Notice or the Plan have been satisfied, terminated or
      expressly waived by Eclipsys in writing. However, this will not prohibit nominal
      transfers of Restricted Stock for estate planning purposes that do not effect
      a
      change in beneficial ownership, if the transferee agrees in writing to the
      terms
      of this Agreement. Satisfaction of the conditions to vesting set forth in the
      Grant Notice and any additional requirements or restrictions contained in this
      Agreement, and the resulting removal of the restrictions imposed hereunder
      from
      particular shares of Restricted Stock, is also referred to as “vesting” of those
      shares and shares from which the restrictions have been removed are referred
      to
      as “vested.” 

     

    
      US1DOCS
        5198605v2
(b) Cancellation
      of Restricted Stock.
      Notwithstanding Section
      3(a),
      but
      subject to the Plan, any applicable Grant Notice, and any other separate written
      agreement between Eclipsys and Recipient, if any Cancellation Event occurs,
      then
      (i) vesting of any shares of Restricted Stock originally scheduled to vest
      after
      the time that Cancellation Event occurred will cease; (ii) any grant insofar
      as
      it relates to Restricted Stock that has not yet vested will be cancelled; (iii)
      unvested Restricted Stock will be forfeited to Eclipsys and all rights of
      Recipient as a stockholder of such shares will cease; (iv) Eclipsys shall be
      obligated to pay to Recipient, by cash or equivalent or by cancellation of
      amounts owed by Recipient to Eclipsys or any Affiliate, the Acquisition
      Consideration per share previously received from Recipient in respect of all
      shares of Restricted Stock that are forfeited to Eclipsys; and (v) Recipient
      shall have no rights to or in respect of shares of Restricted Stock that are
      forfeited to Eclipsys except the right to receive the Acquisition Consideration
      in respect thereof. In case of a Cancellation Event, any partially vested share
      will be rounded up to the nearest whole share for purposes of determining the
      number of shares that are forfeited to Eclipsys. For these purposes, if
      Recipient is an employee of Eclipsys or any of its present or future parent
      or
      subsidiary corporations (each an “Affiliate”)
      as
      defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
      amended, and any regulations promulgated thereunder (the “Code”),
      a
“Cancellation
      Event”
      means,
      and shall be deemed to occur upon, the cessation of Recipient’s employment with
      Eclipsys or any of its Affiliates or its successor (other than in situations
      in
      which the Recipient is or is becoming a member of the Board of Directors of
      Eclipsys) for any reason, including without limitation resignation by Recipient
      with or without good reason, or termination of employment by Eclipsys or any
      Affiliate or its successor with or without cause . If Recipient is a member
      of
      the Board of Directors of Eclipsys, a Cancellation Event means, and shall be
      deemed to occur upon, cessation of Recipient’s service as a director of
      Eclipsys, unless at the time of such cessation Recipient is then an employee
      of
      Eclipsys or any of its Affiliates, in which case Recipient shall thereafter
      be
      treated as an employee for these purposes. 

    


    4. Voting
      and Other Rights.
      During
      the period prior to vesting, except as otherwise provided herein, Recipient
      will
      have all of the rights of a stockholder with respect to all of the Restricted
      Stock, including without limitation the right to vote such Restricted Stock
      and
      the right to receive all dividends or other distributions with respect to such
      Restricted Stock. In connection with the payment of such dividends or other
      distributions, Eclipsys will be entitled to deduct from any amounts otherwise
      payable by Eclipsys to Recipient (including without limitation salary or other
      compensation), except to the extent prohibited by applicable law or regulation,
      any taxes or other amounts required by any governmental authority to be withheld
      and paid over or deposited to such authority for Recipient's
      account.

    


    5. Handling
      of Shares. 

    


    (a) Certificates
      or Book Entries.
      Eclipsys may in its discretion issue physical certificates representing
      Restricted Stock, or cause the Restricted Stock to be recorded in book entry
      form and reflected in records maintained by or for Eclipsys. Each certificate
      or
      data base entry representing any unvested portion of any Restricted Stock may
      be
      endorsed with a legend substantially as set forth below, as well as such other
      legends as Eclipsys may deem appropriate to comply with applicable laws and
      regulations:

    


    The
      securities evidenced by this certificate are subject to certain limitations
      on
      transfer and other restrictions as set forth in that certain Restricted Stock
      Agreement, dated as of _______________, between Eclipsys and the holder of
      such
      securities, the Eclipsys Corporation 2005 Stock Incentive Plan (copies of which
      are available for inspection at the offices of Eclipsys), and the notice of
      grant applicable to the securities.

    


    (b) Escrow.
      With
      respect to each unvested share of Restricted Stock (including any shares
      received by Recipient with respect to shares of Restricted Stock that have
      not
      yet vested as a result of stock dividends, stock splits or any other form of
      recapitalization or a similar transaction affecting Eclipsys's securities
      without receipt of consideration), the Secretary of Eclipsys, or such other
      escrow holder as the Secretary may appoint, will retain physical custody of
      any
      certificate representing such share until such share vests. 

    


    (c)
      Delivery
      of Certificates.
      As soon
      as practicable after the vesting of any Restricted Stock and upon request by
      Recipient, but subject to Section
      5(d),
      Eclipsys will deliver to Recipient or Recipient’s designee a certificate(s) free
      of restrictive legends representing such vested Restricted Stock, or cause
      appropriate book entry or other electronic changes to be made to reflect
      Recipient’s ownership of such vested Restricted Stock free of restrictions, in
      any case net of the number of shares withheld by Eclipsys in payment of tax
      pursuant to Section
      6(a).
      

    


    (d) Conditions
      to Vesting.
      At the
      time for vesting of any shares of Restricted Stock, and as a condition to
      vesting, Recipient must, if requested by Eclipsys, make appropriate
      representations in a form satisfactory to Eclipsys that such Restricted Stock
      will not be sold other than (A) pursuant to an effective registration
      statement under the Securities Act of 1933, as amended, or an applicable
      exemption from the registration requirements of such Act; (B) in compliance
      with all applicable state securities laws and regulations; and (C) in
      compliance with all terms and conditions of the Plan, the applicable Grant
      Notice, any applicable policy of Eclipsys or any of its Affiliates, and any
      other written agreement between Recipient and Eclipsys or any of its
      Affiliates.

    


    6. Tax
      Matters. 

    


    (a) Recipient’s
      Tax Obligations.
      The
      vesting of Restricted Stock generally results in taxable income for employees
      and is subject to appropriate income tax withholding, deposits, or other
      deductions required by applicable laws or regulations. Subject to any separate
      written agreement between Recipient and Eclipsys, Recipient and Recipient’s
      successors will be responsible for all income and other taxes payable as a
      result of grant or vesting of Restricted Stock or otherwise in connection with
      this Agreement. All obligations of Eclipsys or its Affiliates to pay tax
      deposits to any federal, state or other taxing authority as a result of grant
      or
      vesting of Restricted Stock will result in a commensurate obligation of
      Recipient to reimburse Eclipsys or its Affiliate the amount of such tax
      deposits. Such obligation of Recipient shall, unless otherwise specified in
      the
      applicable Grant Notice or in a separate written agreement between Eclipsys
      and
      Recipient, be satisfied by the Recipient forfeiting and Eclipsys deducting
      and
      retaining from the shares vesting at any particular time that number of shares
      with a value equal to the amount of the required minimum tax withholdings that
      Eclipsys or its Affiliate is required to pay as a result of such vesting, with
      such value measured by the same value per share used by Eclipsys or its
      Affiliate to determine its tax deposit obligation and based on the minimum
      statutory withholding rates for federal and state income and payroll tax
      purposes that are applicable to supplemental wages. If Eclipsys or its Affiliate
      is required to pay additional tax deposits after the initial issuance to
      Recipient of the net number of vested shares, Eclipsys or its Affiliate may
      require Recipient to make up the difference in cash. If the tax deposits paid
      are less than Recipient’s tax obligations, Recipient is solely responsible for
      any additional taxes due. If Eclipsys or its Affiliate pays tax deposits in
      excess of Recipient’s tax obligations, Recipient’s sole recourse will be against
      the relevant taxing authorities, and Eclipsys and its Affiliates will have
      no
      obligation to issue additional shares or pay cash to Recipient in respect
      thereof. Recipient is responsible for determining Recipient’s actual income tax
      liabilities and making appropriate payments to the relevant taxing authorities
      to fulfill Recipient’s tax obligations and avoid interest and penalties.


    


    (b) Section
      83(b) Election.
      Recipient understands that Recipient may make an election pursuant to Section
      83(b) of the Code (by filing an election with the Internal Revenue Service
      within thirty (30) days after the date Recipient acquired the Restricted Stock)
      to include in Recipient's gross income the fair market value (as of the date
      of
      acquisition) of the Restricted Stock. Recipient may make such an election under
      Section 83(b), or comparable provisions of any state tax law, only
      if,
      prior to
      making any such election, Recipient (a) notifies Eclipsys of Recipient's
      intention to make such election, by delivering to Eclipsys a copy of the
      fully-executed Section 83(b) Election Form attached hereto as Exhibit
      A,
      and
      (b) pays to Eclipsys an amount sufficient to satisfy any taxes or other
      amounts required by any governmental authority to be withheld or paid over
      to
      such authority for Recipient's account, or otherwise makes arrangements
      satisfactory to Eclipsys for the payment of such amounts through withholding
      or
      otherwise. Recipient understands that if Recipient has not made a proper and
      timely Section 83(b) election, at the time the forfeiture restrictions
      applicable to the Restricted Stock lapse, Section 83 will generally provide
      that
      Recipient will recognize ordinary income and be taxed in an amount equal to
      the
      fair market value (as of the date the forfeiture restrictions lapse) of the
      Restricted Stock less the Acquisition Consideration paid for the Restricted
      Stock. For this purpose, the term "forfeiture restrictions" includes the right
      of Eclipsys to acquire the Restricted Stock pursuant to its rights under
Section
      3
      of this
      Agreement. Recipient
      acknowledges that it is Recipient's sole responsibility, and not the
      responsibility of Eclipsys or any of its Affiliates, to file a timely election
      under Section 83(b), even if Recipient requests Eclipsys or its representative
      to make this filing on Recipient's behalf. Recipient is relying solely on
      Recipient's advisors with respect to the decision as to whether or not to file
      a
      Section 83(b) election. 

    


    7. Additional
      Agreements

    


    (a) Independent
      Advice; No Representations.
      Recipient acknowledges that (i) Recipient was and is free to use professional
      advisors of Recipient’s choice in connection with this Agreement and any grant
      of Restricted Stock, that Recipient understands this Agreement and the meaning
      and consequences of receiving grants of Restricted Stock, and is entering into
      this Agreement freely and without coercion or duress; and (ii) Recipient has
      not
      received and is not relying, and will not rely, upon any advice, representations
      or assurances made by or on behalf of Eclipsys or any Affiliate or any employee
      of or counsel to Eclipsys or any Affiliate regarding any tax or other effects
      or
      implications of the Restricted Stock or other matters contemplated by this
      Agreement or any Grant Notice.

    


    (b) Value
      of Restricted Stock.
      No
      representations or promises are made to Recipient regarding the value of the
      Restricted Stock or the business prospects of Eclipsys or any Affiliate.
      Recipient acknowledges that information about investment in Eclipsys stock,
      including financial information and related risks, is contained in Eclipsys’s
      SEC reports on Form 10-Q and Form 10-K, which have been made available from
      Eclipsys’s Human Resources department and/or on Eclipsys’s internal web site for
      Recipient’s review at any time before Recipient’s acceptance of this Agreement
      or at any time during Recipient’s employment or service. Further, Recipient
      understands that Eclipsys and its Affiliates and their respective employees,
      counsel and other representatives do not provide tax or investment advice and
      acknowledges Eclipsys’s recommendation that Recipient consult with independent
      specialists regarding such matters. Sale or other transfer of Eclipsys stock
      may
      be limited by and subject to policies of Eclipsys or its Affiliates as well
      as
      applicable securities laws and regulations. 

    


    (c) Merger,
      Consolidation or Reorganization.
      In the
      event of a Reorganization of Eclipsys in which holders of shares of Common
      Stock
      of Eclipsys are entitled to receive in respect of such shares any additional
      shares or new or different shares or securities, cash or other consideration
      (including, without limitation, a different number of shares of Common Stock)
      ("Exchange
      Consideration"),
      then
      Recipient will be entitled to receive a proportionate share of the Exchange
      Consideration in exchange for any Restricted Stock that is then still owned
      by
      Recipient and not cancelled; provided that, subject to any Grant Notice or
      other
      separate written agreement between Eclipsys and Recipient, any Exchange
      Consideration issued to Recipient in respect of unvested Restricted Stock will
      be subject to the same restrictions and vesting provisions that were applicable
      to the Restricted Stock in exchange for which the Exchange Consideration was
      issued.

    


    (d) No
      Right to Continued Employment or Service; No Positive Inference.
      Neither
      this Agreement nor any grant of Restricted Stock confers upon Recipient any
      right to continue as an employee, director or consultant of, or in any other
      relationship with, Eclipsys or its Affiliates, or to any particular employment
      or service tenure or minimum vesting of Restricted Stock, or limits in any
      way
      the right of Eclipsys or its Affiliates to terminate Recipient's services to
      Eclipsys or any of its Affiliates at any time, with or without cause. Restricted
      Stock is to motivate and reward future performance, and no grant of Restricted
      Stock will be interpreted as a reward for past performance that dictates vesting
      in advance of the vesting schedule specified in the applicable Grant Notice,
      or
      an indication that the Recipient has performed well or is entitled to any
      particular employment or service tenure. 

    


    (e) Remedy
      for Breach of Legal Obligations.
      As a
      condition to vesting of any Restricted Stock, Recipient must enter into the
      Eclipsys Proprietary Interest Protection Agreement, in the standard form
      generally used for all new employees. If Recipient breaches in any material
      respect the Proprietary Interest Protection Agreement between Recipient and
      the
      Company, or any other contract between Recipient and the Company, or Recipient’s
      common law duty of confidentiality or trade secret protection, and Recipient
      fails 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 Recipient any shares of Restricted Stock still owned by
      Recipient, whether or not vested, at the Acquisition Consideration, whereupon
      any rights of Recipient to such repurchased shares of Restricted Stock will
      cease; 

     

    (2)
      require Recipient to disgorge to the Company the gross income Recipient earned
      (i.e.
      sales
      price less Acquisition Consideration) upon transfer by Recipient, at any time
      from 12 months before such breach until 12 months after the Company learned
      of
      such breach, of any shares of Restricted Stock; 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.

    


    


    8. General.

    


    (a) Successors
      and Assigns.
      This
      Agreement is personal in its nature and Recipient may not assign or transfer
      Recipient’s rights under this Agreement, except as specifically provided herein
      or permitted by Eclipsys in writing.

    


    (b) Notices.
      Any
      notices, demands or other communications required or desired to be given by
      any
      party shall be in writing and shall be validly given to another party if served
      personally or if deposited in the United States mail, certified or registered,
      postage prepaid, return receipt requested. If such notice, demand or other
      communication shall be served personally, service shall be conclusively deemed
      made at the time of such personal service. If such notice, demand or other
      communication is given by mail, such notice shall be conclusively deemed given
      forty-eight (48) hours after the deposit thereof in the United States mail
      addressed to the party to whom such notice, demand or other communication is
      to
      be given as hereinafter set forth:

     

    To
      Eclipsys:  Eclipsys,
      Inc.

    1750
      Clint Moore Road

    Boca
      Raton, Florida 33487

    Attention:
      General Counsel

    


    To
      Recipient: At
      Recipient’s address of record as maintained in Eclipsys’s employment
      files

    


    Any
      party
      may change its address for the purpose of receiving notices, demands and other
      communications by providing written notice to the other party in the manner
      described in this paragraph.

    


    (c) Entire
      Agreement.
      Except
      as this Agreement and/or another written agreement between Eclipsys and
      Recipient may expressly provide otherwise, this Agreement, the Plan, and any
      Grant Notices constitute the entire agreement and understanding of Eclipsys
      (together with its Affiliates) and Recipient with respect to Restricted Stock,
      and supersede all prior written or verbal agreements and understandings between
      Recipient and Eclipsys (together with its Affiliates) relating to such subject
      matter. Recipient has not received and is not relying upon, and will not rely
      upon, any representations by any employee of or counsel to or other
      representative of Eclipsys or any of its Affiliates in connection with this
      Agreement or any grant of Restricted Stock hereunder. This Agreement may only
      be
      amended by written instrument signed by Recipient and an authorized officer
      of
      Eclipsys. 

    


    (d) Governing
      Law; Severability. This
      Agreement will be construed and interpreted under the laws of the State of
      Delaware applicable to agreements executed and to be wholly performed within
      the
      State of Delaware. If any provision of this Agreement as applied to any party
      or
      to any circumstance is adjudged by a court of competent jurisdiction to be
      void
      or unenforceable for any reason, the invalidity of that provision shall in
      no
      way affect (to the maximum extent permissible by law) the application of such
      provision under circumstances different from those adjudicated by the court,
      the
      application of any other provision of this Agreement, or the enforceability
      or
      invalidity of this Agreement as a whole. If any provision of this Agreement
      becomes or is deemed invalid, illegal or unenforceable in any jurisdiction
      by
      reason of the scope, extent or duration of its coverage, then such provision
      shall be deemed amended to the extent necessary to conform to applicable law
      so
      as to be valid and enforceable or, if such provision cannot be so amended
      without materially altering the intention of the parties, then such provision
      will be stricken and the remainder of this Agreement shall continue in full
      force and effect. 

    


    (e) Remedies.
      All
      rights and remedies provided pursuant to this Agreement or by law shall be
      cumulative, and no such right or remedy shall be exclusive of any other. A
      party
      may pursue any one or more rights or remedies hereunder or may seek damages
      or
      specific performance in the event of another party’s breach hereunder or may
      pursue any other remedy by law or equity, whether or not stated in this
      Agreement.

    


    (f) Arbitration. Any
      and
      all disputes and claims between Recipient and Eclipsys that arise out of this
      Agreement shall be resolved through final and binding arbitration. Any claim
      under this Agreement must be commenced by a claimant within 365 days of the
      date
      on which the cause of action accrues (unless a contractual limitation on
      duration of claims is impermissible or a longer period of time is required
      by
      law, in which case the end of the minimum required period will be the deadline
      for commencing claims), or it will be deemed waived. Binding arbitration will
      be
      conducted in Atlanta, Georgia in accordance with the rules and regulations
      of
      the American Arbitration Association. Recipient understands and agrees that
      the
      arbitration shall be instead of any civil litigation and that this means that
      Recipient is waiving
      Recipient’s right to a jury trial as to such claims.
      The
      parties further understand and agree that the arbitrator’s decision shall be
      final and binding to the fullest extent permitted by law and enforceable by
      any
      court having jurisdiction. If and to the extent necessary to make this
      arbitration provision enforceable, Eclipsys shall pay the arbitrator’s
      compensation and any fees for the arbitration, unless the arbitrator directs
      otherwise in the award, or unless the law where the arbitration occurs provides
      otherwise. 

    


    (g) Interpretation. Headings
      herein are for convenience of reference only, do not constitute a part of this
      Agreement, and will not affect the meaning or interpretation of this Agreement.
      References herein to Sections are references to the referenced Section hereof,
      unless otherwise specified.

    


    (h) Waivers;
      Amendments.
      The
      waiver by either party of a breach of any provision of this Agreement shall
      not
      operate or be construed as a waiver of any later breach of that provision.
      This
      Agreement may be modified only by written agreement signed by Recipient and
      Eclipsys.

    


    (i) Counterparts. This
      Agreement may be executed in more than one counterpart, each of which shall
      be
      deemed an original, but all of which together shall constitute but one and
      the
      same instrument. Facsimile or photographic copies of originally signed copies
      of
      this Agreement will be deemed to be originals.

    


    
      	
              ECLIPSYS
                CORPORATION

               

              By:

              Name:

              Title:

            	
               

               

              name

            


    

    


    


    



    
      
        
          


          


          Restricted
            Stock Agreement

          _________
            - date

          


          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A

    to
      Restricted Stock Agreement

    


    ELECTION
      TO INCLUDE VALUE OF RESTRICTED PROPERTY 

    IN
      GROSS INCOME IN YEAR OF TRANSFER

    INTERNAL
      REVENUE CODE § 83(b)

    


    The
      undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue
      Code
      with respect to the property described below, and supplies the following
      information in accordance with the regulations promulgated
      thereunder:

    


    1. Name,
      address and taxpayer identification number of the
      undersigned:

    Taxpayer
      I.D. No.:

    


    2. Description
      of property with respect to which the election is being
      made:

    ____________
      shares of Common Stock of Eclipsys Corporation, a Delaware corporation (the
      "Company")

    


    3. Date
      on which property was transferred: __________ 

    


    4. Taxable
      year to which this election relates: ________ 

    


    5. Nature
      of the restrictions to which the property is subject:

    If
      the
      taxpayer's service to the Company terminates for any reason before the Common
      Stock vests, the Company will repurchase the Common Stock from the taxpayer
      at
      $.01 per share. The Common Stock vests according to the following schedule:
      _____________________ 

    


    The
      Common Stock is non-transferable in the taxpayer's hands, by virtue of language
      to that effect stamped on the stock certificate.

    


    6. Fair
      market value of the property:

    The
      fair
      market value at the time of transfer (determined without regard to any
      restrictions other than restrictions that by their terms will never lapse)
      of
      the property with respect to which this election is being made is $_________
      per
      share.

    


    7. Amount
      paid for the property:

    The
      amount paid by the taxpayer for said property is $.01 per share.

    


    8. Furnishing
      statement to employer:

    A
      copy of
      this statement has been furnished to _______________

    


    Date:  ________________________________

    Signature

     

    Printed
      Name

    


    This
      election must be filed with the Internal Revenue Service Center with which
      taxpayer files his or her Federal income tax returns and must be made within
      thirty (30) days after receipt of the Restricted Stock. This filing should
      be
      made by registered or certified mail, return receipt requested. The taxpayer
      must retain two (2) copies of the completed form, one for filing with his or
      her
      Federal and state tax returns for the current tax year and an additional copy
      for his or her records.