0000950144-09-002099 Sample Contracts

STOCK APPRECIATION RIGHT GRANT NOTICE AND AGREEMENT
Stock Appreciation Right Grant Notice and Agreement • March 12th, 2009 • Medassets Inc • Services-prepackaged software

MedAssets, Inc. (the “Company”), pursuant to its Long Term Performance Incentive Plan (the “Plan”), hereby grants to Holder the number of Stock Appreciation Rights (each, a “SAR,” and together, the “SARs”) set forth below, pursuant the terms of this Stock Appreciation Right Grant Notice and Agreement (this “Grant Notice”). The SARs are subject to all of the terms and conditions set forth herein as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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RESTRICTED STOCK GRANT NOTICE AND AGREEMENT
Restricted Stock Grant Notice and Agreement • March 12th, 2009 • Medassets Inc • Services-prepackaged software

MedAssets, Inc. (the “Company”), pursuant to its Long Term Performance Incentive Plan (the “Plan”), hereby grants to Holder the number of shares of the Restricted Stock set forth below, pursuant the terms of this Restricted Stock Grant Notice and Agreement (this “Grant Notice”). The Restricted Stock is subject to all of the terms and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

RESTRICTED STOCK GRANT NOTICE AND AGREEMENT
Restricted Stock Grant Notice and Agreement • March 12th, 2009 • Medassets Inc • Services-prepackaged software

MedAssets, Inc. (the “Company”), pursuant to its Long Term Performance Incentive Plan (the “Plan”), hereby grants to Holder the number of shares of the Restricted Stock set forth below, pursuant the terms of this Restricted Stock Grant Notice and Agreement (this “Grant Notice”). The Restricted Stock is subject to all of the terms and conditions as set forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

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