Common use of Cancellation of Restricted Stock Clause in Contracts

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.

Cancellation of Restricted Stock. Notwithstanding Section 3(a)the contrary provisions of the Restricted Stock Agreement and the Stock Option Plans, but subject to the Plan, any applicable Grant NoticeRestricted Stock shall not vest and become exercisable, and any other separate written agreement between Eclipsys the reacquisition and Recipientrepurchase rights of the Company shall not lapse, if any Cancellation Event occurs, then (i) vesting of any shares of Restricted Stock originally scheduled to vest on or after the time that Cancellation Event occurred will cease; date hereof or upon the consummation of the "Offer" (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(ethe Merger Agreement) or the "Merger" (fas 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 portion thereof) shall be paid by the Escrow Agent, to Executive on December 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, 50% of the Internal Revenue Code of 1986Deferred Restricted Stock Consideration shall vest on March 31, as amended2001, and any regulations promulgated in the event Executive is then employed by the Company, the remaining 50% 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 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 (the “Code”), a “Cancellation Event” meansshall terminate, and the unvested Deferred Restricted Stock Consideration shall be deemed paid 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 purposesCompany.

Cancellation of Restricted Stock. Notwithstanding Section 3(a)the contrary provisions of the Restricted Stock Agreement and the Stock Option Plans, but subject to the Plan, any applicable Grant NoticeRestricted Stock shall not vest and become exercisable, and any other separate written agreement between Eclipsys the reacquisition and Recipientrepurchase rights of the Company shall not lapse, if any Cancellation Event occurs, then (i) vesting of any shares of Restricted Stock originally scheduled to vest on or after the time that Cancellation Event occurred will cease; date hereof or upon the consummation of the "Offer" (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(ethe Merger Agreement) or the "Merger" (fas 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 Internal Revenue Code 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 1986the Deferred Restricted Stock Consideration shall vest on March 31, as amended2001, and any regulations promulgated 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 (the “Code”), a “Cancellation Event” meansshall terminate, and the unvested Deferred Restricted Stock Consideration shall be deemed paid 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 purposesCompany.

Cancellation of Restricted Stock. Notwithstanding Section 3(a)the contrary provisions of the Restricted Stock Agreement and the Stock Option Plans, but subject to the Plan, any applicable Grant NoticeRestricted Stock shall not vest and become exercisable, and any other separate written agreement between Eclipsys the reacquisition and Recipientrepurchase rights of the Company shall not lapse, if any Cancellation Event occurs, then (i) vesting of any shares of Restricted Stock originally scheduled to vest on or after the time that Cancellation Event occurred will cease; date hereof or upon the consummation of the "Offer" (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(ethe Merger Agreement) or the "Merger" (fas 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 shall be paid by the Escrow Agent, to Executive on 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, 100% of the Internal Revenue Code Deferred Restricted Stock Consideration shall vest on January 31, 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 1986the Deferred Restricted Stock Consideration other than due to an Involuntary Termination Without Cause or a Constructive Termination, as amendedthe Deferred Restricted Stock Consideration shall thereupon be forfeited and Executive's rights thereunder shall terminate, and any regulations promulgated thereunder (the “Code”), a “Cancellation Event” means, and unvested Deferred Restricted Stock Consideration shall be deemed paid 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 purposesCompany.

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 causecause . 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.