0001193125-09-036363 Sample Contracts

RESTRICTED STOCK AGREEMENT

Restricted Stock Agreement • February 24th, 2009 • Eclipsys Corp • Services-computer integrated systems design • Delaware

• Contract Type
  Restricted Stock Agreement
• Filed
  February 24th, 2009
• Company
  Eclipsys Corp
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

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.

AGREEMENT AND PLAN OF MERGER among PREMISE CORPORATION, THE STOCKHOLDER SIGNATORIES, THE STOCKHOLDERS’ REPRESENTATIVE, PANTHER ACQUISITION CORPORATION and ECLIPSYS CORPORATION DATED AS OF DECEMBER 30, 2008

Merger Agreement • February 24th, 2009 • Eclipsys Corp • Services-computer integrated systems design • Delaware

• Contract Type
  Merger Agreement
• Filed
  February 24th, 2009
• Company
  Eclipsys Corp
• Industry
  Services-computer integrated systems design
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 30, 2008 (this “Agreement”), is entered into among Eclipsys Corporation, a Delaware corporation (“Eclipsys”), Panther Acquisition Corporation, a Delaware corporation and a wholly owned Subsidiary of Eclipsys (“Merger Sub”), Premise Corporation, a Delaware corporation registered with the Secretary of State of the State of Connecticut as Premise Development Corporation (“Premise”), the stockholders of Premise named on the signature page hereto (the “Major Stockholders”) and Richard Dumler, as the initial representative of the Stockholders contemplated by Section 6.9;