Common use of Cancellation of Restricted Stock Clause in Contracts

Cancellation of Restricted Stock. Notwithstanding the contrary provisions of the Restricted Stock Agreement and the Stock Option Plans, the Restricted Stock shall not vest and become exercisable, and the reacquisition and repurchase rights of the Company shall not lapse, on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), the Restricted Stock shall be cancelled and the Restricted Stock Agreement shall terminate and have no further force and effect. Subject to vesting in accordance with this Article, the Company shall pay Executive, for each share of Restricted Stock, an amount (subject to any applicable withholding tax), in cash, equal to the "Merger Consideration" (as defined in the Merger Agreement) (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Restricted Stock Consideration"). The Deferred Restricted Stock Consideration (or a portion thereof) shall be paid by the Escrow Agent, to Executive on each vesting date, provided such Deferred Restricted Stock Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Article. The Deferred Restricted Stock Consideration will be deposited by the Company at the "Effective Time" into an interest bearing escrow account with the Escrow Agent. In the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, the remaining 34% of the Deferred Restricted Stock Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon vest in full. Any taxes required to be withheld with respect to the Deferred Restricted Stock Consideration shall be withheld and remitted by the Escrow Agent. In the event that Executive's employment with the Company terminates prior to the vesting of the Deferred Restricted Stock Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon be forfeited and Executive's rights thereunder shall terminate, and the unvested Deferred Restricted Stock Consideration shall be paid to the Company.

Cancellation of Restricted Stock. Notwithstanding Section 3(a), but subject to the contrary provisions Plan, any applicable Grant Notice, and any other separate written agreement between Eclipsys and Recipient, if any Cancellation Event occurs, then (i) vesting of the any shares of Restricted Stock Agreement 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 the Stock Option Plansall 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 not vest and become exercisablehave 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, and any partially vested share will be rounded up to the reacquisition and repurchase rights nearest whole share for purposes of determining the Company shall not lapsenumber of shares that are forfeited to Eclipsys. For these purposes, on if Recipient is an employee of Eclipsys or after the date hereof any of its present or upon the consummation of the "Offer" future parent or subsidiary corporations (each an “Affiliate”) as defined in the Merger AgreementSections 424(e) or (f) of the "Merger" Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement“Code”), the Restricted Stock a “Cancellation Event” means, and shall be cancelled and the Restricted Stock Agreement shall terminate and have no further force and effect. Subject deemed to vesting in accordance with this Articleoccur upon, the Company 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 pay Executivebe deemed to occur upon, for each share cessation of Restricted StockRecipient’s service as a director of Eclipsys, unless at the time of such cessation Recipient is then an amount (subject to employee of Eclipsys or any applicable withholding tax)of its Affiliates, in cash, equal to the "Merger Consideration" (which case Recipient shall thereafter be treated as defined in the Merger Agreement) (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Restricted Stock Consideration"). The Deferred Restricted Stock Consideration (or a portion thereof) shall be paid by the Escrow Agent, to Executive on each vesting date, provided such Deferred Restricted Stock Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Article. The Deferred Restricted Stock Consideration will be deposited by the Company at the "Effective Time" into an interest bearing escrow account with the Escrow Agent. In the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, the remaining 34% of the Deferred Restricted Stock Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon vest in full. Any taxes required to be withheld with respect to the Deferred Restricted Stock Consideration shall be withheld and remitted by the Escrow Agent. In the event that Executive's employment with the Company terminates prior to the vesting of the Deferred Restricted Stock Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon be forfeited and Executive's rights thereunder shall terminate, and the unvested Deferred Restricted Stock Consideration shall be paid to the Companyemployee for these purposes.

Cancellation of Restricted Stock. Notwithstanding the contrary provisions of the Restricted Stock Agreement and the Stock Option Plans, the Restricted Stock shall not vest and become exercisable, and the reacquisition and repurchase rights of the Company shall not lapse, on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), the Restricted Stock shall be cancelled and the Restricted Stock Agreement shall terminate and have no further force and effect. Subject to vesting in accordance with this Article, the Company shall pay Executive, for each share of Restricted Stock, an amount (subject to any applicable withholding tax), in cash, equal to the "Merger Consideration" (as defined in the Merger Agreement) (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Restricted Stock Consideration"). The Deferred Restricted Stock Consideration (or a portion thereof) shall be paid by the Escrow Agent, to Executive on each vesting dateDecember 31, 2001, provided such Deferred Restricted Stock Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Article. The Deferred Restricted Stock Consideration will be deposited by the Company at the "Effective Time" into an interest bearing escrow account with the Escrow Agent. In the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 3350% of the Deferred Restricted Stock Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, the remaining 3450% of the Deferred Restricted Stock Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon vest in fullfull and be immediately paid. Any taxes required to be withheld with respect to the Deferred Restricted Stock Consideration shall be withheld and remitted by the Escrow Agent. In the event that Executive's employment with the Company terminates prior to the vesting of the Deferred Restricted Stock Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon be forfeited and Executive's rights thereunder shall terminate, and the unvested Deferred Restricted Stock Consideration shall be paid to the Company.

Cancellation of Restricted Stock. Notwithstanding the contrary provisions of the Restricted Stock Agreement and the Stock Option Plans, the Restricted Stock shall not vest and become exercisable, and the reacquisition and repurchase rights of the Company shall not lapse, on or after the date hereof or upon the consummation of the "Offer" (as defined in the Merger Agreement) or the "Merger" (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement), the Restricted Stock shall be cancelled and the Restricted Stock Agreement shall terminate and have no further force and effect. Subject to vesting in accordance with this Article, the Company shall pay to Executive, for each share of Restricted Stock, an amount (subject to any applicable withholding tax), in cash, equal to the "Merger Consideration" (as defined in the Merger Agreement) (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Restricted Stock Consideration"). The Deferred Restricted Stock Consideration (or a portion thereof) shall be paid by the Escrow Agent, to Executive on each the vesting date, provided such Deferred Restricted Stock Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Article. The Deferred Restricted Stock Consideration will be deposited by the Company at the "Effective Time" into an interest bearing escrow account with the Escrow Agent. In the event Executive is then employed by the Company, 33100% of the Deferred Restricted Stock Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on March January 31, 2001, and in the event Executive is then employed by the Company, the remaining 34% of the Deferred Restricted Stock Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon vest in full. Any taxes required to be withheld with respect to the Deferred Restricted Stock Consideration shall be withheld and remitted by the Escrow Agent. In the event that Executive's employment with the Company terminates prior to the vesting of the Deferred Restricted Stock Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon be forfeited and Executive's rights thereunder shall terminate, and the unvested Deferred Restricted Stock Consideration shall be paid to the Company.

Cancellation of Restricted Stock. Notwithstanding Section 3(a), but subject to the contrary provisions Plan, any applicable Grant Notice, and any other separate written agreement between Eclipsys and Recipient, if any Cancellation Event occurs, then (i) vesting of the any shares of Restricted Stock Agreement 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 the Stock Option Plansall 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 not vest and become exercisablehave 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, and any partially vested share will be rounded up to the reacquisition and repurchase rights nearest whole share for purposes of determining the Company shall not lapsenumber of shares that are forfeited to Eclipsys. For these purposes, on if Recipient is an employee of Eclipsys or after the date hereof any of its present or upon the consummation of the "Offer" future parent or subsidiary corporations (each an “Affiliate”) as defined in the Merger AgreementSections 424(e) or (f) of the "Merger" Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (as defined in the Merger Agreement). At the "Effective Time" (as defined in the Merger Agreement“Code”), the Restricted Stock a “Cancellation Event” means, and shall be cancelled and the Restricted Stock Agreement shall terminate and have no further force and effect. Subject deemed to vesting in accordance with this Articleoccur upon, the Company 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 pay Executivebe deemed to occur upon, for each share cessation of Restricted StockRecipient’s service as a director of Eclipsys, unless at the time of such cessation Recipient is then an amount (subject to employee of Eclipsys or any applicable withholding tax)of its Affiliates, in cash, equal to the "Merger Consideration" (which case Recipient shall thereafter be treated as defined in the Merger Agreement) (such amount while held in escrow, including interest thereon, being hereinafter referred to as the "Deferred Restricted Stock Consideration"). The Deferred Restricted Stock Consideration (or a portion thereof) shall be paid by the Escrow Agent, to Executive on each vesting date, provided such Deferred Restricted Stock Consideration shall have become vested, or to the Company immediately upon forfeiture, in accordance with this Article. The Deferred Restricted Stock Consideration will be deposited by the Company at the "Effective Time" into an interest bearing escrow account with the Escrow Agent. In the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on the Closing Date (as defined in the Merger Agreement), in the event Executive is then employed by the Company, 33% of the Deferred Restricted Stock Consideration shall vest on March 31, 2001, and in the event Executive is then employed by the Company, the remaining 34% of the Deferred Restricted Stock Consideration shall vest on June 30, 2001; provided, however, that, in the event Executive's employment with the Company terminates due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon vest in full. Any taxes required to be withheld with respect to the Deferred Restricted Stock Consideration shall be withheld and remitted by the Escrow Agent. In the event that Executive's employment with the Company terminates prior to the vesting of the Deferred Restricted Stock Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, the Deferred Restricted Stock Consideration shall thereupon be forfeited and Executive's rights thereunder shall terminate, and the unvested Deferred Restricted Stock Consideration shall be paid to the Companyemployee for these purposes.