X0202 4 2005-03-25 0 0001094561 QUOVADX INC QVDX 0001280172 ISAACSON CORY 6400 SOUTH FIDDLER'S GREEN CIRCLE SUITE 1000 ENGLEWOOD CO 80111 0 1 0 1 EVP and President of Rogue Wave Software Division Common Stock 2005-03-25 4 A 0 21000 0 A 21000 D Stock Option (Right to Buy) 3 2005-03-25 4 A 0 80000 0 A 2015-03-25 Common Stock 80000 320000 D Grant to reporting person of 21,000 full value shares of restricted Quovadx common stock under the Company's Amended and Restated 1997 Stock Plan, with such shares earned at the rate of 7,000 shares each upon achievement of one quarter of positive EPS in 2005 (excluding option expensing and executive bonus accrual), upon achievement of positive EPS for the Company's 2006 fiscal year (excluding option expensing) and upon achieving positive EPS in each quarter of 2007 (excluding expensing of options). Earned shares shall vest on March 25, 2008, provided that the reporting person continues to be an employee of the Company on such vesting date. All shares vest upon change of control, except for unearned shares related to missed performance targets. Grant to reporting person of an option to purchase 80,000 shares of Quovadx common stock under the Company's Amended and Restated 1997 Stock Plan. The shares underlying the option, listed in column 5 of Table II, shall vest as follows: 25% of the shares subject to the option shall vest on March 25, 2006 and 1/48th of the shares subject to the option shall vest each month thereafter, provided that the reporting person continues to be an employee of the Company on such dates. Linda K. Wackwitz as Attorney-in-Fact for Cory Isaacson 2005-03-29