0001472595-16-000160 Sample Contracts

Accretive Health, Inc. Restricted Stock Award Agreement
Restricted Stock Award Agreement • March 10th, 2016 • Accretive Health, Inc. • Services-management services • Delaware

This Restricted Stock Award is granted to the Participant under the Amended and Restated Accretive Health, Inc. 2010 Stock Incentive Plan (the “Plan”). Terms that are not defined herein shall have the meaning ascribed to such terms under the Plan (except as otherwise expressly provided herein).

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Re: Retention and Enhanced Severance Letter Agreement
Accretive Health, Inc. • March 10th, 2016 • Services-management services • Delaware

As you know, TowerBrook Capital Partners, L.P. (“TowerBrook”) and Ascension Health Alliance d/b/a Ascension (“Ascension Health”) have been in discussions with Accretive Health, Inc. (the “Company”) with respect to a potential transaction in which an entity to be formed by TowerBrook and Ascension Health (the “Investor”) will make a cash investment in the Company in exchange for shares of the Company (the “Investment” and the agreement through which the Investment is effected, the “SPA”). Prior to entering into the SPA, the Investor has asked that you agree that your retention and enhanced severance letter agreement with the Company, dated as of August 12, 2015 and amended as of October 19, 2015 (the “Retention Agreement”), will terminate sooner than December 31, 2015 (its current expiration date). Although the Investment will not constitute a “Change of Control” within the meaning of your Retention Agreement, in consideration for your agreement to the early termination of your Retentio

Re: Retention and Enhanced Severance Letter Agreement
Accretive Health, Inc. • March 10th, 2016 • Services-management services • Delaware

As you know, TowerBrook Capital Partners, L.P. (“TowerBrook”) and Ascension Health Alliance d/b/a Ascension (“Ascension Health”) have been in discussions with Accretive Health, Inc. (the “Company”) with respect to a potential transaction in which an entity to be formed by TowerBrook and Ascension Health (the “Investor”) will make a cash investment in the Company in exchange for shares of the Company (the “Investment” and the agreement through which the Investment is effected, the “SPA”). Prior to entering into the SPA, the Investor has asked that you agree that your retention and enhanced severance letter agreement with the Company, dated as of August 12, 2015 (the “Retention Agreement”), will terminate sooner than December 31, 2015 (its current expiration date). Although the Investment will not constitute a “Change of Control” within the meaning of your Retention Agreement, in consideration for your agreement to the early termination of your Retention Agreement, the Company will grant

Pursuant to Accretive Health, Inc. Amended and Restated 2010 Stock Incentive Plan GENERAL TERMS AND CONDITIONS
Grant of Restricted Stock • March 10th, 2016 • Accretive Health, Inc. • Services-management services • Delaware
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