CARESCIENCE INC
EXHIBIT 10.1
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<TYPE>EX-10.1
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<FILENAME>a2056473zex-10_1.txt
<DESCRIPTION>EXHIBIT 10.1
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                                                                    EXHIBIT 10.1


                                CARESCIENCE, INC.
                              AMENDED AND RESTATED
               1998 TIME ACCELERATED RESTRICTED STOCK OPTION PLAN
                         (Effective as of May 23, 2001)

      1.    PURPOSE OF THE PLAN.

      This stock option plan (the "Plan") is intended to encourage ownership of
the common stock of CareScience, Inc., a Pennsylvania corporation (the
"Company"), by employees of the Company and its subsidiaries, to induce
qualified personnel to enter and remain in the employ of the Company or its
subsidiaries and otherwise to provide additional incentive for optionees to
promote the success of its business.

      2.    STOCK SUBJECT TO THE PLAN.

            (a) The total number of shares of the authorized but unissued or
Treasury shares of the common stock, without par value, of the Company ("Common
Stock") for which options may be granted under the Plan shall not exceed 483,594
shares, subject to adjustment as provided in Section 12 hereof.

            (b) If an option granted or assumed hereunder shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject thereto shall again be available for subsequent option grants
under the Plan at the election of the Board of Directors of the Company (the
"Board of Directors").

            (c) Stock issuable upon exercise of an option granted under the Plan
shall be subject to such restrictions on transfer, repurchase rights or other
restrictions as shall be determined by the Board of Directors and set forth in
the Agreement (as defined in Section 6).

      3.    ADMINISTRATION OF THE PLAN.

            (a) The Plan shall be administered by the Board of Directors. No
member of the Board of Directors shall act upon any matter exclusively affecting
any option granted or to be granted to himself or herself under the Plan. A
majority of the members of the Board of Directors shall constitute a quorum, and
any action may be taken by a majority of those present and voting at any
meeting. The decision of the Board of Directors as to all questions of
interpretation and application of the Plan shall be final, binding and
conclusive on all persons. The Board of Directors may, in its sole discretion,
grant options to purchase shares of the Company's Common Stock and issue shares
upon exercise of such options as provided in the Plan. The Board of Directors
shall have authority, subject to the express provisions of the Plan, to construe
the respective option agreements and the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the respective option agreements, which may but need not be
identical, and to make all other determinations in the judgment of the Board of
Directors necessary or desirable for the administration of the Plan. The Board
of Directors may correct any defect or supply any omission or reconcile any



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inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and shall be the
sole and final judge of such expediency. No director shall be liable for any
action or determination made in good faith.

            (b) The Board of Directors may, in its discretion, delegate its
powers, duties and responsibilities to a committee (the "Committee") consisting
of two or more directors, each of whom is a "non-employee director" (as defined
from time to time in Rule 16b-3 promulgated under the Securities Exchange Act of
1934, as amended the "Exchange Act")) and an "outside director" as defined under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") and
related Treasury regulations. The Board of Directors may at any time and from
time to time appoint a member or members of the Committee in substitution for or
in addition to the member or members then in office and may fill vacancies on
the Committee however caused. The Committee shall choose one of its members as
Chairman and shall hold meetings at such times and places as it shall deem
advisable. A majority of the members of the Committee shall constitute a quorum
and any action may be taken by a majority of those present and voting at any
meeting. Any action may also be taken without the necessity of a meeting by a
written instrument signed by a majority of the Committee. If a Committee is so
appointed, all references to the Board of Directors herein shall mean and relate
to such Committee, unless the context otherwise requires.

            (c) With respect to the participation of any officer or director in
the Plan, his or her selection as an optionee and the number of option shares to
be allocated to such officer or director shall be determined either (i) by the
Board of Directors or (ii) by, or only in accordance with, the recommendations
of a Committee, as defined in Section 3(b) above. The provisions of this Section
3(c) shall not apply with respect to any option granted prior to the date of the
first registration of an equity security of the Company under Section 12 of the
Exchange Act.

      4.    TYPE OF OPTIONS.

            Options granted pursuant to the Plan shall be authorized by action
of the Board of Directors of the Company and shall be non-qualified options
which are not intended to meet the requirements of such Section 422 of the
Internal Revenue Code of 1986 (the "Code").

      5.    ELIGIBILITY.

            (a) Options may be granted to officers and senior management of the
Company or of any of its subsidiaries.

            (b) Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to be granted an option pursuant to the Plan.

            (c) In determining the eligibility of an individual to be granted an
option, as well as in determining the number of shares to be optioned to any
individual, the Board of Directors shall take into account the position and
responsibilities of the individual being



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considered, the nature and value to the Company or its subsidiaries of his or
her service and accomplishments, his or her present and potential contribution
to the success of the Company or its subsidiaries, and such other factors as the
Board of Directors may deem relevant.

      6.    OPTION AGREEMENT.

      Each option shall be evidenced by an option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by
the Board of Directors. No option shall be granted within the meaning of the
Plan and no purported grant of any option shall be effective until the Agreement
shall have been duly executed on behalf of the Company and the optionee. More
than one option may be granted to an individual. The terms of any Agreement,
including the terms relating to the vesting of options covered thereby, may be
modified or amended from time to time with the consent of the Board of Directors
and the holder of such options. The Agreement may contain restrictions on
transfer of the shares issuable upon exercise thereof.

      7.    OPTION PRICE.

            (a) The option price of shares of the Company's Common Stock for
options granted hereunder shall be at least the fair market value of such Common
Stock on the date of such grant, and, prior to the registration of shares of
Common Stock under the Securities Act of 1933, as amended, in an initial public
offering by the Company, shall be equal to or greater than the price paid by
J.H. Whitney III, L.P. pursuant to its initial investment in the Company, as
described in the Stock Purchase Agreement, dated December 23, 1998, between the
Company, J.H. Whitney III, L.P., Whitney Strategic Partners III, L.P. and
certain Individual Investors (as defined therein).

            (b) If such shares are then listed on any national securities
exchange or on NASDAQ National Market System, the fair market value shall be the
mean between the high and low sales prices, if any, on the largest such exchange
on the date of the grant of the option or, if none, shall be determined by
taking a weighted average of the means between the highest and lowest sales
prices on the nearest date before and the nearest date after the date of grant
in accordance with Treasury Regulations Section 25.2512-2. If the shares are not
then listed on any such exchange, the fair market value of such shares shall be
the mean between the closing "Bid" and the closing "Ask" prices, if any, as
reported in the National Association of Securities Dealers Automated Quotation
System other than the National Market System ("NASDAQ") for the date of the
grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Treasury Regulations Section 25.2512-2. If the shares are not then either listed
on any such exchange or quoted in NASDAQ, the fair market value shall be the
mean between the average of the "Bid" and the average of the "Ask" prices, if
any, as reported in the National Daily Quotation Service for the date of the
grant of the option, or, if none, shall be determined by taking a weighted
average of the means between the highest and



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lowest sales on the nearest date before and the nearest date after the date of
grant in accordance with Treasury Regulations Section 25.2512-2. If the fair
market value cannot be determined under the preceding three sentences, it shall
be determined in good faith by the Board of Directors.

      8.    MANNER OF PAYMENT; MANNER OF EXERCISE.

            (a) Options granted under the Plan may provide for the payment of
the exercise price by delivery of: (i) cash or a check payable to the order of
the Company in an amount equal to the exercise price of such options; (ii)
shares of Common Stock of the Company owned by the optionee having a fair market
value equal in amount to the exercise price of the options being exercised or
(iii) any combination of (i) and (ii); provided that payment of the exercise
price in whole or in part by delivery of shares of Common Stock of the Company
owned by such optionees may be made only with the consent of the Company. The
fair market value of any shares of the Company's Common Stock which may be
delivered upon exercise of an option shall be determined by the Board of
Directors in accordance with Section 7 hereof.

            (b) To the extent that the right to purchase shares under an option
has accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the option
at such time, during ordinary business hours, within thirty (30) days from the
date of receipt of the notice by the Company, as shall be designated in such
notice, or at such time, place and manner as may be agreed upon by the Company
and the person or persons exercising the option.

      9.    EXERCISE OF OPTIONS.

            (a) Each option granted under the Plan shall, subject to Section 10
and Section 12 hereof, be exercisable on the seventh anniversary of the date of
grant thereof; provided, however, that the exercisability of such options may be
accelerated on such terms as may be set forth in the agreement evidencing such
options; provided, further, however, that no option granted under the Plan shall
have a term in excess of ten (10) years from the date of grant.

            (b) To the extent that an option to purchase shares is not exercised
by an optionee when it becomes initially exercisable, it shall not expire but
shall be carried forward and shall be exercisable, on a cumulative basis, until
the expiration of the exercise period.

      10.   TERM OF OPTIONS; EXERCISABILITY.

            (a) TERM.



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                  (1) Each option shall expire not more than ten (10) years from
the date of the granting thereof, but shall be subject to earlier termination as
herein provided.

                  (2) Except as otherwise provided in this Section 10, or as may
be provided in an agreement evidencing options granted hereunder, an option
granted to any employee optionee who ceases to be an employee of the Company or
one of its subsidiaries shall terminate as of the close of business thirty (30)
calendar days after the date such optionee ceases to be an employee of the
Company or any of its subsidiaries, or on the date on which the option expires
by its terms, whichever occurs first.

                  (3) If such termination of employment is because the optionee
has become permanently disabled (within the meaning of Section 22(e)(3) of the
Code), such option shall terminate as of the close of business on the last day
of the sixth month from the date such optionee ceases to be an employee, or on
the date on which the option expires by its terms, whichever occurs first.

                  (4) In the event of the death of any optionee, any option
granted to such optionee shall terminate as of the close of business on the last
day of the twelfth month from the date of death, or on the date on which the
option expires by its terms, whichever occurs first.

            (b) EXERCISABILITY.

      An option that is subject to early termination due to Section 10(a)(2),
10(a)(3) or 10(a)(4) shall be exercisable only to the extent that the right to
purchase shares under such option has accrued and is in effect on the date of
termination.

            11.   OPTIONS NOT TRANSFERABLE.

            The right of any optionee to exercise any option granted to him or
her shall not be assignable or transferable by such optionee otherwise than by
will or the laws of descent and distribution, and any such option shall be
exercisable during the lifetime of such optionee only by him or, in the event of
the permanent disability of the optionee, by his personal representative or the
person who acquired the rights of the optionee with respect to the option as a
result of the optionee's disability. Any option granted under the Plan shall be
null and void and without effect upon the bankruptcy of the optionee to whom the
option is granted, or upon any attempted assignment or transfer, except as
herein provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such option.

            12.   RECAPITALIZATIONS, REORGANIZATIONS AND THE LIKE.

                  (a) In the event that the outstanding shares of the Common
Stock of the Company are changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation by
reason of any reorganization, merger,



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consolidation, recapitalization, reclassification, sale of all or a part of the
Company's assets, stock split-up, combination of shares, or dividends payable in
capital stock, appropriate adjustment shall be made, as determined by the Board
of Directors, in the number and kind of shares as to which options may be
granted under the Plan to the end that the proportionate interest of the
optionee shall be maintained as before the occurrence of such event; such
adjustment in outstanding options shall be made without change in the total
price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.

                  (b) Notwithstanding any other provision of the Plan, in the
event of a Change in Control (as defined below) any options granted under the
Plan outstanding as of the date on which such Change in Control occurs, and
which are not then exercisable and vested, shall become fully vested and
exercisable.

                  (c) Notwithstanding any other provision of the Plan, during
the 30-day period from and after a Change in Control (the "Exercise Period"),
unless otherwise set forth in the Agreement at the time of grant, each such
optionee shall have the right to elect by giving written notice to the Company
during the Exercise Period:

            (i) To exercise in full any installments of any outstanding options
      granted under the Plan held by such optionee not previously exercised; or

            (ii) To surrender all or part of any outstanding options granted
      under the Plan held by such optionee, in exchange for a cash payment by
      the Company (or its successor in interest) in an amount equal to the
      excess over the purchase price of the Change in Control Price (as defined
      below) of the shares of Common Stock subject to the optionee's outstanding
      options granted under the Plan.

                  (d) As used herein, "Change of Control" means the following:

            (i) the sale, lease, transfer, conveyance or other disposition
      (other than by merger or consolidation), in one or a series of related
      transactions, of all or substantially all of the assets of the Company and
      its subsidiaries taken as a whole;

            (ii) the adoption of a plan relating to the liquidation or
      dissolution of the Company;

            (iii) the consummation of any transaction (including without
      limitation, any merger or consolidation) the result of which is that any
      "person" (as such term is used in Section 13(d)(3) of the Exchange Act),
      other than David J. Brailer becomes the "beneficial owner" (as such term
      is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly
      or indirectly, of more than 50% of the voting stock of the Company (as
      measured by voting power rather than the number of shares);

            (iv) the first day on which a majority of the members of the Board
      of Directors



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of the Company are not Continuing Directors (as defined below); or

            (v) the Company consolidates with, or merges with or into, any
      person, or any person consolidates with, or merges with or into, the
      Company, other than any such transaction where the shareholders of the
      Company immediately prior to such transaction, own, immediately after
      giving effect to such transaction, a majority of the combined voting power
      of the corporation or other entity surviving such transaction.

                  (e) As used herein, "Change in Control Price" means the higher
of:

            (i) the highest reported sales price of a share of Common Stock in
      any transaction reported on an exchange or NASDAQ, or paid in any private
      transaction during the 60-day period prior to and including the date of a
      Change in Control; and

            (ii) if the Change in Control is the result of a tender or exchange
      offer, the highest price per share of Common Stock paid in such tender or
      exchange offer.

                  (f) As used herein, "Continuing Directors" means, as of the
date of determination, any member of the Board of Directors who: (a) was a
member of the Board of Directors on the date hereof or (b) was nominated for
election or elected to the Board of Directors with the approval of a majority of
the Continuing Directors.

                  (g) No fraction of a share shall be purchasable or deliverable
upon the exercise of any option, but in the event any adjustment hereunder of
the number of shares covered by the option shall cause such number to include a
fraction of a share, such fraction shall be adjusted to the nearest smaller
whole number of shares.

            13.   NO SPECIAL EMPLOYMENT RIGHTS.

            Nothing contained in the Plan or in any option granted under the
Plan shall confer upon any option holder any right with respect to the
continuation of his or her employment by the Company (or any subsidiary) or
interfere in any way with the right of the Company (or any subsidiary), subject
to the terms of any separate employment agreement to the contrary, at any time
to terminate such employment or to increase or decrease the compensation of the
option holder from the rate in existence at the time of the grant of an option.
Whether an authorized leave of absence, or absence in military or government
service, shall constitute termination of employment shall be determined by the
Board of Directors at the time.

            14.   WITHHOLDING.

            The Company's obligation to deliver shares upon the exercise of any
option granted under the Plan shall be subject to the option holder's
satisfaction of all applicable Federal, state and local income, excise
employment and any other tax withholding requirements.

            15.   RESTRICTIONS ON ISSUE OF SHARES.



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                  (a) Notwithstanding the provisions of Section 8, the Company
may delay the issuance of shares covered by the exercise of an option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:

                        (i) The shares with respect to which such option has
been exercised are at the time of the issue of such shares effectively
registered or qualified under applicable Federal and state securities acts now
in force or as hereafter amended; or

                        (ii) Counsel for the Company shall have given an
opinion, which opinion shall not be unreasonably conditioned or withheld, that
such shares are exempt from registration and qualification under applicable
Federal and state securities acts now in force or as hereafter amended.

                  (b) It is intended that all exercises of options shall be
effective, and the Company shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that the Company
shall be under no obligation to qualify shares or to cause a registration
statement or a post-effective amendment to any registration statement to be
prepared for the purpose of covering the issue of shares in respect of which any
option may be exercised, except as otherwise agreed to by the Company in
writing.

      16.   PURCHASE FOR INVESTMENT: RIGHTS OF HOLDER ON
            SUBSEQUENT REGISTRATION.

            Unless the shares to be issued upon exercise of an option granted
under the Plan have been effectively registered under the Securities Act of
1933, as now in force or hereafter amended, the Company shall be under no
obligation to issue any shares covered by any option unless the person who
exercises such option, in whole or in part, shall give a written representation
and undertaking to the Company which is satisfactory in form and scope to
counsel for the Company and upon which, in the opinion of such counsel, the
Company may reasonably rely, that he or she is acquiring the shares issued
pursuant to such exercise of the option for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, and that he or she will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable law, and
that if shares are issued without such registration, a legend to this effect may
be endorsed upon the securities so issued. In the event that the Company shall,
nevertheless, deem it necessary or desirable to register under the Securities
Act of 1933 or other applicable statutes any shares with respect to which an
option shall have been exercised, or to qualify any such shares for exemption
from the Securities Act of 1933 or other applicable statutes, then the Company
may take such action and may require from each optionee such information in
writing for use in any registration statement, supplementary registration
statement, prospectus, preliminary prospectus or offering circular as is
reasonably necessary for such purpose and may require reasonable indemnity to
the Company and its officers and directors from such holder against all losses,
claims, damages and liabilities arising from such use of the information so
furnished and caused by any untrue statement of any material



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fact therein or caused by the omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances under which they were made.

      17.   LOANS.

      The Company may make loans to optionees to permit them to exercise
options, if loans are made, the requirements of all applicable Federal and state
laws and regulations regarding such loans must be met.

      18.   MODIFICATION OF OUTSTANDING OPTIONS.

      The Board of Directors may authorize the amendment of any outstanding
option with the consent of the optionee when and subject to such conditions as
are deemed to be in the best interests of the Company and in accordance with the
purposes of the Plan.

      19.   APPROVAL OF STOCKHOLDERS

      The Plan shall be subject to approval by the vote of stockholders holding
at least a majority of the voting stock of the Company present, or represented,
and entitled to vote at a duly held stockholders' meeting, or by written consent
of all of the stockholders, within twelve (12) months after the adoption of the
Plan by the Board of Directors and shall take effect as of the date of adoption
by the Board upon such approval. The Board of Directors may grant options under
the Plan prior to such approval, but any such option shall become effective as
of the date of grant only upon such approval and, accordingly, no such option
may be exercisable prior to such approval.

      20.   TERMINATION AND AMENDMENT OF PLAN.

      Unless sooner terminated as herein provided, the Plan shall terminate ten
(10) years from the date upon which the Plan was duly authorized by the Board of
Director's of the Company. The Board of Directors may at any time terminate the
Plan or make such modification or amendment thereof as it deems advisable;
provided, however, that except as provided in Section 19, the Board of Directors
may not, without the approval of the stockholders of the Company obtained in the
manner stated in Section 19, increase the maximum number of shares for which
options may be granted or change the designation of the class of persons
eligible to receive options under the Plan or make any other change in the Plan
which requires stockholder approval under applicable law or regulations.
Termination or any modification or amendment of the Plan shall not, without the
consent of an optionee, affect his or her rights under an option theretofore
granted to him or her.

      21.   RESERVATION OF STOCK.

      The Company shall at all times during the term of the Plan reserve and
keep available such number of shares of stock as will be sufficient to satisfy
the requirements of the



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Plan and shall pay all fees and expenses necessarily incurred by the Company in
connection therewith.

      22.   LIMITATION OF RIGHTS IN OPTION SHARES.

      An optionee shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the options except to the extent that the option
shall have been exercised with respect thereto and, in addition, a certificate
shall have been issued theretofore and delivered to the optionee.

      23.   NOTICES.

      Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to its principal place of business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.





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