General Counsel Employment Agreement

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement" ) is entered into by and between ECLIPSYS CORPORATION , a Delaware corporation (the " Company" ), and BRIAN W. COPPLE , an individual (the " Executive" ), effective June 23, 2005 (the " Effective Date" ).

WITNESSETH:

WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company, on the terms set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties to this Agreement, the parties agree as follows:

Section 1 - Employment .

(a) The Company agrees to employ the Executive as its General Counsel and Chief Legal Officer, and the Executive shall have the customary powers, responsibilities and authorities of a General Counsel and Chief Legal Officer and such other powers, responsibilities and authorities as may be delegated to Executive from time to time. In this capacity, the Executive shall report to, and be subject to review and control by, the Chief Executive Officer of the Company, provided that at the Company' s discretion the Executive shall report to, and be subject to review and control by, the Chief Administrative Officer of the Company while the individual serving in that capacity as of the date of this Agreement continues in that capacity. The Executive agrees to devote his reasonable best efforts to the performance of his duties and responsibilities hereunder.

(b) Nothing in this Agreement shall preclude the Executive from engaging in charitable and community affairs, from managing any passive investment (i.e., an investment with respect to which the Executive is in no way involved with the management or operation of the entity in which the Executive has invested) made by him in publicly traded equity securities or other property (provided that no such investment may exceed five percent (5%) of the equity of any entity, without the prior approval of the Board of Directors of the Company (the " Board" )) or from serving, as a member of boards of directors or as a trustee of any other corporation, association or entity, to the extent that any of the above activities do not interfere with his ability to discharge his duties hereunder and the subject entity does not directly compete with the Company.

(c) The Executive currently resides in California, and shall not be required to relocate his residence outside of Orange County, California. The Executive' s primary office location will be at the Company' s offices in Orange County, California. The Executive will, however, be expected to spend a sufficient amount of time necessary to execute fully the requirements of his role in the Company' s headquarters, currently located in Boca Raton, Florida.

Section 2 - Term of Employment . The Executive' s term of employment (" Term of Employmen t" ) commenced on May 30, 2005 (the " Commencement Date" ) and, subject to the terms hereof, shall terminate on the date that either party terminates the Executive' s employment in accordance with Section 6 of this Agreement. Commencing with the Effective Date, Employee' s employment is and shall be governed by this Agreement.

Section 3 - Compensation .

(a) Salary . During the period from the Commencement Date through December 31, 2005 (the " Initial Period" ), the Company shall pay the Executive at the annualized rate of $380,000.00 (" Base Salary" ), in bi-weekly payments of $14,615.38. Base Salary shall be payable in accordance with the ordinary payroll practices of the Company and shall be subject to all applicable federal, state and local withholding and reporting requirements. The Executive' s Base Salary shall not be decreased during the Initial Period. During the Term of Employment, the Board or the Compensation Committee of the Board shall review, and may, subject to the immediately preceding sentence and subject to Executive' s right to terminate employment for Good Reason pursuant to Section 6(a) as a result of any reduction in Base Salary, adjust the Executive' s Base Salary annually, in accordance with the Company' s customary procedures and practices for reviewing compensation of senior executives. In the event the Base Salary is so adjusted, the adjusted amount shall become the Base Salary for purposes of this Agreement.

(b) Bonus Plan . The Executive shall be eligible to participate in the Company' s executive bonus plan, subject to all the terms and conditions of such plan, as such plan may be modified from time to time, with the actual bonus earned being based on achieving such performance targets and management objectives as may be established by the Chief Executive Officer, the Board or the Compensation Committee of the Board each year as contemplated by the bonus plan; provided, however, that the Executive' s annual target bonus (the " Target Bonus" ) shall be at least $117,000.00 for calendar 2005. All bonus payments shall be subject to all applicable federal, state and local withholding and reporting requirements.

Section 4 - Employee Benefits .

(a) Employee Retirement Benefit Programs, Welfare Benefit Programs, Plans and Practices . The Company shall provide the Executive with coverage during the Term of Employment under any retirement benefit programs, welfare benefit programs, and other compensatory and benefit programs, plans and practices, that the Company makes available to its senior executives, including, but not limited to, its life and short- and long-term disability insurance, hospitalization and major medical insurance, the Company' s 401(k) Plan, Employee Stock Purchase Plan, dental insurance, directors and officers liability insurance, and any other nonqualified compensation program (including deferred compensation or supplemental retirement programs) as in effect from time to time.

(b) Vacation . The Executive shall be entitled to five weeks of paid vacation each calendar year, which shall be taken at such times as are consistent with the Executive' s responsibilities hereunder; provided, however, subject to applicable law, that the Executive shall not be entitled to carry over unused vacation from year to year in an amount exceeding that which the Executive would be entitled to carry over in accordance with the Company' s standard vacation policy as applied to employees of the Executive' s longevity with the Company.

(c) Stock Options and Restricted Stock Grants . The Company has granted to the Executive (1) a non-qualified stock option to purchase 90,000 shares of the Company' s common stock at an exercise price equal to the closing price of the common stock on Nasdaq on the date of grant and (2) a restricted stock grant of 60,000 shares of the Company' s common stock, for which the Executive paid an initial price of $.01 per share, both such grants to vest over a period of five years from the Commencement Date (the " Initial Grants" ).

(d) Other Benefits . The Executive will be entitled to reimbursement for reasonable expenses in maintaining his professional status, including annual bar and bar association dues, professional publications and continuing legal education expenses. The Executive will also be entitled to reimbursement of reasonable expenses incurred by him for an annual physical examination, to the extent such an examination is not otherwise covered or provided by the health insurance or health benefits provided by the Company to the Executive pursuant to Section 4(a) above.

Section 5 - Expenses . Subject to prevailing Company policy or such guidelines as may be established by the Chief Executive Officer or the Board from time to time, the Company shall reimburse the Executive for all reasonable expenses incurred by the Executive in carrying out his duties, including without limitation reasonable travel and housing expenses incurred by the Executive in connection with commuting between his home in California and the Company' s headquarters in Florida or other Company facilities other than any Company facility in Orange County, California.

Section 6 - Termination of Employment .

(a) Termination Without Cause or Termination for Good Reason . If the Executive' s employment is terminated by the Company for any reason other than Cause (as defined in Section 6(c) hereof), the Executive' s Disability (as defined in Section 6(e) hereof), or the Executive' s death, or if the Executive' s employment is terminated by the Executive for Good Reason (as defined in Section 6(a)(2) hereof), then the Company shall pay the Executive (x) the Accrued Amounts (as defined below) and (y) subject to the following sentence, the Severance Package. The payment of the Severance Package to the Executive under this Section 6(a) shall (i) be contingent upon the execution by the Executive of a general release in favor of the Company in substantially the form attached hereto as Exhibit B , provided that if changes or expansions of relevant laws and regulations would result in Exhibit B in the form thereof as of the date of this Agreement failing to achieve the intent thereof as reflected by the form thereof as of the date of this Agreement (the " Initial Intent" ), and if it is possible to modify Exhibit B so as to effect the Initial Intent notwithstanding such changes or expansions of relevant laws or regulations, then Exhibit B will be modified to the extent necessary to preserve the Initial Intent (the " Release" ) and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive' s employment in the circumstances set forth in this Section 6(a). Except as expressly provided herein or in another agreement between the Company and the Executive, the Severance Package shall not be subject to any duty to mitigate damages by the Executive, nor any set off or reduction due to the Executive' s post-termination employment, provided such post-termination employment does not contravene any agreement between the Company and the Executive. The Accrued Amounts shall be payable in a lump sum within ten (10) days of termination of employment.

(1) For purposes of this Agreement, the " Accrued Amounts" shall mean the Executive' s Base Salary, any declared but unpaid bonus, any accrued but unused vacation and any other earned but unpaid amounts payable to him hereunder, in each case as accrued through the last day of his actual employment by the Company.

(2) For purposes of this Agreement, a termination of employment by the Executive for " Good Reason" shall be a termination by the Executive following the occurrence of any of the following events unless the Company has cured as provided below:

(A) Removal from the position of General Counsel and Chief Legal Officer of the Company, except for Cause or following the Executive' s death or Disability;

(B) Any material diminution in the Executive' s duties, responsibilities, authority, reporting or participation in management, except for Cause or following the Executive' s death or Disability;

(C) A reduction in the Base Salary then in effect or a material reduction in the other benefits (other than the Target Bonus) provided to the Executive by the Company;

(D) Any material breach by the Company of this Agreement or any other legal obligation owed by the Company to the Executive;

(E) Failure of any successor of the Company to assume this Agreement as required by Section 11; or

(F) A required relocation of the Executive' s primary residence or a required relocation outside of Orange County, California of his primary office location.

Executive must notify the Company in writing specifically identifying any event constituting Good Reason within thirty (30) days after the Executive becomes aware of such event or such event shall not constitute Good Reason for purposes of this Agreement; provided that the Company shall have thirty (30) days from the date of such notice to cure the Good Reason event. A termination by the Executive following cure shall not be a termination for Good Reason. A failure of the Executive to notify the Company after the first occurrence of an event constituting Good Reason shall not preclude any subsequent occurrences of such event (or similar event) from constituting Good Reason.

(3) For purposes of this Agreement, " Severance Package" shall mean:

(A) Base Salary continuation for twelve (12) months following the date of termination at the Executive' s annual Base Salary rate in effect on the date of termination, subject to all applicable federal, state and local withholding and reporting requirements. These salary continuation payments shall be paid in accordance with usual Company payroll practices.

(B) A bonus equal to one hundred percent (100%) of the Executive' s Target Bonus in effect on the date of termination (but not less than $200,000), payable in equal installments over the twelve (12) month period described in Section 6(a)(3)(A) above, subject to the same withholding and reporting requirements. In addition, to the extent not included in the Accrued Amounts, the Executive shall receive a pro rata bonus for the bonus period during which the date of termination occurs calculated at one hundred percent (100%) of the Target Bonus then in effect, multiplied by a fraction the numerator of which is the number of days that the Executive was employed during such bonus term and the denominator of which is 365. Such prorated bonus shall be paid in accordance with the Company' s customary practices for payment of executive bonuses but with no additional performance requirements or contingencies. For purposes of the calculations set forth in this Section 6(a)(3)(B), the Executive' s Target Bonus for calendar 2005 shall be deemed to be $200,000.

(C) For the avoidance of confusion, the parties acknowledge that in the event the Executive terminates his employment for Good Reason as a result of a decrease in his Base Salary as contemplated in clause (C) of Section 6(a)(2), then the Base Salary used for purposes of the calculation of the Severance Package shall be the Base Salary in effect immediately prior to such reduction.

(D) The Executive shall be entitled to twelve (12) months of additional vesting of all stock, stock options and other equity-based awards granted to him, other than the Initial Grants and other than any grants that include provisions similar in effect to those provisions included in Section 2 of the Stock Option Agreement entered into between the Executive and the Company on May 30, 2005 (the " Stock Option Agreement" ) and Section 3 of the Restricted Stock Agreement entered into between the Executive and the Company on May 30, 2005 (the " Restricted Stock Agreement" ). For the avoidance of confusion, it is agreed that the Initial Grants already include provisions designed to effectuate this benefit, which are identified in the prior sentence, and that the Company shall include similar provisions in future grants. In the case of the Initial Grants and any such future grants that include similar provisions, this paragraph (D) is not intended to provide additional benefits beyond those included in such provisions.

(E) Continuation of benefits under any life, group health, and dental insurance benefits substantially similar to those which the Executive (and, if applicable, his family) was receiving immediately prior to termination of employment until the earlier of:

(i) the end of the twelve (12) month period following the date of termination, or

(ii) the date on which the Executive becomes eligible to receive substantially similar benefits under any plan or program of any other employer.

The continuing coverage provided under this Section 6(a)(3)(E) is subject to the availability of such continuation under the terms of the applicable plan documents and all provisions of applicable law, including the requirements of the federal " COBRA" law, 29 U.S.C. a7 1161 et seq. with respect to group health and dental insurance. If the Executive is not eligible for such continued coverage under one of the Company-provided benefit plans noted in this paragraph (E) that he was participating in during his employment, the Company shall pay the Executive the cash equivalent of the cost of replacement insurance for the duration of the applicable period, which payments shall be made pro-rata in accordance with the Company' s customary payroll practices.

(4) To the extent that this Employment Agreement is treated as a nonqualified deferred compensation arrangement within the meaning of Section 409A of the Internal Revenue Code (" Section 409A" ), neither the Company nor the Executive may accelerate the timing of the payments under this Section 6(a) (for example, no part of the Severance Package may be paid in a lump sum at the time of termination) unless such acceleration does not trigger the application of interest and penalty taxes under Section 409A. In addition, to the extent that this Employment Agreement is treated as a nonqualified deferred compensation arrangement within the meaning of Section 409A and the Treasury Regulations to be issued under Section 409A require a delay in the commencement of any payments under the Severance Package due to the Executive' s status as a " specified employee" , the Severance Package payments shall be delayed to the minimum extent and in the minimum amount necessary so as to comply with the Code and any regulations thereunder, and otherwise paid on the schedule set forth in this Section 6(a).

(b) Voluntary Termination by Executive Without Good Reason . If the Executive terminates his employment with the Company without Good Reason, then the Company shall pay the Executive the Accrued Amounts in a lump sum within ten (10) days of termination of employment.

(c) Termination for Cause . If the Executive' s employment is terminated for Cause, the Company shall pay the Executive the Accrued Amounts in a lump sum within ten (10) days of termination of employment. As used herein, the term " Cause" shall be limited to:

(1) Executive' s conviction of or plea of guilty or nolo contendere to a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business;

(2) Executive' s willful misconduct or gross negligence in the performance of his duties that causes material harm to the Company;

(3) Executive' s willful and continued failure to follow the reasonable and lawful instructions of the Company' s Chief Executive Officer, Board or, if applicable, Chief Administrative Officer;

(4) Executive' s willful and continued neglect of duties (other than any such neglect resulting from incapacity of the Executive due to physical or mental illness); or

(5) a material breach of this Agreement by the Executive;

provided, however, that Cause shall arise under items (2), (3), (4) or (5) only following thirty (30) days written notice thereof from the Company which specifically identifies such misconduct, failure, neglect or breach and only if the Executive continues to engage in or fails to cure such misconduct, failure, neglect or breach during such notice period. During any such notice period, the Executive shall have the right to be heard before the full Board and Cause shall not be deemed to exist without a finding by the Board that Cause exists and has not been cured during the thirty (30) day cure period. A termination by the Company after cure shall not be a termination for Cause. A failure of the Company to notify the Executive after the first occurrence of an event constituting Cause shall not preclude any subsequent occurrences of such event (or similar event) from constituting Cause.

(d) Certain Terminations Following a Change in Control . In the event the Executive' s employment with the Company or its successor terminates under any of the circumstances described in Section 6(a) above within two (2) years after a Change in Control of the Company (as defined below) that occurs during the Term of Employment, then in addition to the Accrued Amounts and the Severance Package, the Executive shall be entitled to immediate vesting of all stock options, restricted stock awards and other equity-based awards granted to him and not otherwise vested. For purposes of this Agreement, a " Change in Control" shall have the meaning set forth in Exhibit A attached hereto. The provision of the accelerated vesting described in this Section 6(d) (i) shall be contingent upon the execution by the Executive of the Release or a release in another form reasonably acceptable to the Company and the Executive and (ii) together with payment of the Accrued Amounts and the Severance Package, shall constitute the sole remedy of the Executive in the event of a termination of the Executive' s employment in the circumstances set forth in this Section 6(d). Anything in this Agreement to the contrary notwithstanding, if (q) a Change in Control occurs, (r) the Executive' s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason within 180 days prior to the date on which ...