Accretive Health, Inc. Nonstatutory Stock Option Award AgreementStock Option Award Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Delaware
This Nonstatutory Stock Option Award is granted to the Participant under the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”). The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 26, 2010. The grant hereunder is expressly conditioned upon the approval of a sufficient share reserve increase under the Plan to cover the award hereunder by the Company’s stockholders on or prior to December 31, 2014. In the event that such stockholder approval is not obtained for any reason, the award hereunder shall be null and void in all respects and shall not have any legal force or effect whatsoever.
Accretive Health, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Delaware
This Restricted Stock Award is granted to the Participant on a stand-alone basis, outside the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”), as a material inducement for the Participant to accept the position of Chief Operating Officer of the Company and enter into the Offer Letter Agreement with the Company dated April 27, 2013 (the “Offer Letter Agreement”). Notwithstanding the foregoing, it is intended that all of the terms and conditions of the Plan that would otherwise have been applicable to this Restricted Stock Award had this Restricted Stock Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Restricted Stock Award, and accordingly, references to the Plan are made herein for such purpose and those terms are incorporated herein by reference. The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 26
ACCRETIVE HEALTH, INC. 401 N. Michigan Avenue Suite 2700 Chicago, Illinois 60611Restricted Stock Award Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Illinois
Any fractional shares resulting from the application of the vesting provisions contained in this Section 2 shall be rounded down to the nearest whole number of shares.
ACCRETIVE HEALTH, INC.Accretive Health, Inc. • December 30th, 2014 • Services-management services • Illinois
Reference is hereby made to that certain letter agreement by and between you and Accretive Health, Inc. (the “Company”) dated April 27, 2013 (the “Letter Agreement”). The Letter Agreement is hereby amended in accordance with Section 17 of the Letter Agreement as set forth herein (this “Amendment”), and to the extent that there is any conflict between the terms and conditions of this Amendment and the terms and conditions of the Letter Agreement, the terms and conditions of this Amendment will govern and prevail. Capitalized terms used herein, but not otherwise defined, will have the meanings attributed to such terms in the Letter Agreement. Except as specifically provided herein, the Letter Agreement will remain in full force and effect in accordance with all of the terms and conditions thereof.
Transition AgreementTransition Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Illinois
ACCRETIVE HEALTH, INC. SUITE 2700 CHICAGO, ILLINOIS 60611 CHAIRMAN SERVICES AGREEMENTChairman Services Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Delaware
CHAIRMAN SERVICES AGREEMENT (this “Agreement”) dated as of November 14, 2014, by and between Accretive Health, Inc. (the “Company”), and Steve Shulman (the “the Chairman”).
ACCRETIVE HEALTH, INC. 401 N. Michigan Avenue Suite 2700 Chicago, Illinois 60611Restricted Stock Award Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Illinois
perceptual studies, strategic plans, marketing information, financial information (including financial statements), sales information, training manuals, employee lists and compensation of employees, and all other competitively sensitive information with respect to the Company, whether or not it is in tangible form, and including without limitation any of the foregoing contained or described on paper or in computer software or other storage devices, as the same may exist from time to time.
Accretive Health, Inc. Restricted Stock Award AgreementRestricted Stock Award Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Delaware
This Restricted Stock Award is granted to the Participant on a stand-alone basis, outside the Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”), as a material inducement for the Participant to accept the position of Chief Executive Officer of the Company and enter into the Offer Letter Agreement with the Company dated July 10, 2014 (the “Offer Letter Agreement”). Notwithstanding the foregoing, it is intended that all of the terms and conditions of the Plan that would otherwise have been applicable to this Restricted Stock Award had this Restricted Stock Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Restricted Stock Award, and accordingly, references to the Plan are made herein for such purpose and those terms are incorporated herein by reference. The Plan is attached as Exhibit 10.23 to Amendment No. 4 to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on April 26,
EMPLOYMENT AGREEMENTEmployment Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Illinois
AGREEMENT, dated as of April 2, 2013 (the “Effective Date”) by and between Accretive Health, Inc. (together with its successors and assigns, the “Company”) and Stephen F. Schuckenbrock (the “Executive”);
MUTUAL GENERAL RELEASEMutual General Release • December 30th, 2014 • Accretive Health, Inc. • Services-management services
The Parties hereto, Mary A. Tolan (“Executive”) and Accretive Health, Inc. (the “Company”), hereby acknowledge their obligations under the Chairman’s Agreement, dated as of April 24, 2013 (the “Chairman’s Agreement”), do hereby release and forever discharge each other as of the date hereof, and with respect to the Company, such release by Executive to include its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its affiliates and the Company’s direct or indirect owners (collectively, the “Executive Released Parties”) to the extent provided below.
Severance Agreement and Release of ClaimsAccretive Health, Inc. • December 30th, 2014 • Services-management services • Illinois
March 28, 2014Accretive Health, Inc. • December 30th, 2014 • Services-management services
Subject to execution by the Company below, this letter shall constitute my notice of resignation from my employment at Accretive Health, Inc., (the “Company”), including my resignation from my position with the Company of Senior Vice President, Provider Solutions, in each case effective as of April 11, 2014.
Chairman’s AgreementChairman’s Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Illinois
This Chairman’s Agreement (this “Agreement”) is made as of this 24th day of April, 2013, by and among Accretive Health, Inc. (the “Company”) and Mary A. Tolan (“Executive,” and together with the Company, the “Parties”).
STOCK OPTION AGREEMENTStock Option Agreement • December 30th, 2014 • Accretive Health, Inc. • Services-management services • Delaware
