Exhibit 10.17


    Exhibit
      10.17

    


    
      	
               

              Notice
                of Grant of Restricted Stock

              Director

            	
               

              Eclipsys
                Corporation

              ID:
                65-0632092

               

            
	
               

              [name
                of recipient]

              [address
                of recipient]

               

            	
               

              Grant
                Number: ______________________

              Plan: 2005
                Stock Incentive Plan

            
	
               

              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,
                and
                (iii) all Shares will be vested by the fourth anniversary of the
                First
                Vesting Date as long as all conditions to vesting are
                satisfied.
                

               

              Except
                as otherwise provided in the Plan, the Agreement, or a separate written
                agreement between you and the Company signed by an executive officer
                of
                the Company, termination of your service as a member of the Company’s
                Board of Directors for any 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 service as a director terminates, unless
                you
                are then or are then becoming an employee of the Company (as defined
                in
                the Plan).

               

              If
                you cease to be a director of the Company in connection with a Change
                in
                Control Event (as defined in the Plan) for any reason other than
                voluntary
                resignation from the Board, which Board will continue in place following
                the Change in Control Event, then upon such a cessation of your
                directorship all of the Shares will vest and become free of contractual
                restrictions on transfer. 

            
	
               

              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