Vesting Date and Performance Conditions

Exhibit 10.2

PERFORMANCE-BASED RESTRICTED STOCK AWARD FOR OFFICERS
AND OTHER EMPLOYEES

     You are hereby issued, effective as of the date hereof (the “Issue Date”), __________ shares of restricted common stock, $0.10 par value per share (“Common Stock”), of HealthAxis Inc., a Pennsylvania corporation (the “Company”), pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”).

     Provided that you remain continuously employed by the Company or a subsidiary corporation or other affiliate, your restricted Common Stock, subject to the other terms and conditions set forth herein, shall become vested in accordance with the following schedule upon satisfaction of the following performance conditions:

     In addition, all of the shares of restricted Common Stock shall become vested in the event of a Change of Control while you are employed by the Company. Upon termination of your employment, any shares of restricted Common Stock that have not vested shall be forfeited to the Company without consideration, subject to Sections 10.1 through 10.5 of the Plan.

     If you are employed by a Company subsidiary corporation or other affiliate, your employment shall be deemed to have terminated on the date your employer ceases to be a Company subsidiary corporation or affiliate, unless you are on that date transferred to the Company or another Company subsidiary corporation or affiliate. Your employment shall not be deemed to have terminated if you are transferred from the Company to a Company subsidiary corporation or other affiliate, or vice versa, or from one Company subsidiary corporation or affiliate to another Company subsidiary corporation or affiliate.

     At the election of the Company, all original certificates evidencing shares of restricted Common Stock shall be held by the Company for your benefit until when the transfer of such shares are no longer subject to the restrictions set out in the Plan and this award agreement. You shall be entitled to current payment of any dividends declared with respect to the restricted Common Stock.

     Within 30 days after the date of this award agreement, you may make an election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder. The parties agree that for such purposes the fair market value of the restricted Common Stock on the issue date is equal to $__.__ per share.

     All shares of restricted Common Stock granted hereunder shall not be sold, assigned, transferred, pledged or otherwise encumbered unless and until the shares proposed to be sold or transferred are vested.

     The certificate(s) representing the shares of restricted Common Stock granted hereby will be stamped or otherwise imprinted with the legend required by the Plan with respect to any applicable restrictions on the sale or transfer of such shares, and the stock transfer records of the Company will reflect stop transfer instructions with respect to such shares.

     Nothing herein shall modify your status as an at-will employee of the Company or the terms of any employment agreement between you and the Company (if applicable). Further, nothing herein guarantees you employment for any specified period of time. This means that either you or the Company may terminate your employment at any time for any reason, or no reason, subject to the terms of any employment agreement between you and the Company (if applicable). You recognize that, for instance, you may terminate your employment or the Company may terminate your employment prior to the date on which your restricted Common Stock becomes vested.

     Any dispute or disagreement between you and the Company with respect to any portion of this restricted stock award or its validity, construction, meaning, performance or your rights hereunder shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration you will attempt to resolve any disputes or disagreements with the Company over this award amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, you and the Company may resolve the dispute by settlement. You and the Company shall equally share the costs charged by the American Arbitration Association or its successor, but you and the Company shall otherwise be solely responsible for your own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, if any, the reasons for the decision and award, if any, and shall be binding and conclusive on you and the Company. Further, neither you nor the Company shall appeal any such award, if any. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award.

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     This restricted stock award shall be subject to the terms of the Plan in effect on the date the restricted Common Stock is issued, which terms are hereby incorporated herein by reference and made a part hereof. In the event of any conflict between the terms of this award and the terms of the Plan in effect on the issue date, the terms of the Plan shall govern. This award agreement and the Plan constitute the entire understanding between the Company and you with respect to the subject matter hereof and no amendment, supplement or waiver of this award agreement, in whole or in part, shall be binding upon the Company unless in writing and signed by the President of the Company. This award agreement and the performances of the parties hereunder shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.

     You agree that you are acquiring the restricted Common Stock for investment purposes and not with a view to the resale or distribution thereof; that the Company may withhold from you any tax which the Company believes is required to be withheld with respect to any benefit under the Plan or this award agreement, and to hold as security for the amount to be withheld any property otherwise distributable to you under the Plan until the amounts required to be withheld have been so withheld; and that you will make appropriate arrangements with the Company for satisfaction of any applicable federal, state or local income tax withholding requirements or like requirements.

     If you become obligated to return all or a portion of your shares of restricted Common Stock to the Company due to a cancellation or forfeiture of such shares pursuant to this award agreement, and you fail to deliver the certificates representing such shares in accordance with the terms of this award agreement, the Company may, at its option, in addition to all other remedies it may have, send to you, to the address listed on the books of the Company, written notice and thereupon shall cancel on its books the certificates representing the shares to be returned to the Company. Thereupon, all of your rights in and to said shares shall terminate. The Company shall not be obligated to give notice to any holder of shares of restricted Common Stock if such holder does not appear on the stock transfer ledger of the Company as the registered holder of such shares.

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     By my signature below, I acknowledge that I have received a copy of the Company’s 2005 Stock Incentive Plan, and I have had an opportunity to review the Award and the federal income tax consequences thereof with a tax advisor of my choosing.

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