0001047469-12-001927 Sample Contracts

Contract
Rsu Agreement • February 29th, 2012 • HMS Holdings Corp • Services-business services, nec

Congratulations, you have been awarded restricted stock units (“RSUs”) in recognition of your contributions to the success of HMS Holdings Corp. (the “Company”) and its Affiliates. A restricted stock unit entitles you to receive a share of the Company’s common stock at a future date, assuming that you satisfy conditions of the Company’s Fourth Amended and Restated 2006 Stock Plan (the “Plan”) and the implementing agreement. We would like you to have an opportunity to share in the continued success of the Company through these RSUs under the Plan. The following represents a brief description of your grant. Additional details regarding your award are provided in the attached Restricted Stock Unit Agreement (the “Grant Agreement”) and in the Plan.

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Participant Full Name> Dear <Participant First Name>
Nonqualified Stock Option Grant Agreement for Employees • February 29th, 2012 • HMS Holdings Corp • Services-business services, nec

Welcome to the HMS Holdings Corp. (the “Company”) family. You have been awarded a stock option grant in connection with your employment with the Company. A stock option grant gives you the right to purchase a specific number of shares of the Company’s common stock at a fixed price, assuming that you satisfy conditions of the HDI Holdings, Inc. Amended 2011 Stock Option and Stock Issuance Plan (the “HDI Plan”) and the implementing agreement. We would like you to have an opportunity to share in the continued success of the Company through this stock option grant under the HDI Plan. The following represents a brief description of your grant. Additional details regarding your award are provided in the attached Nonqualified Stock Option Agreement (the “Grant Agreement”) and in the HDI Plan.

Participant Full Name> Dear <Participant First Name>
Nonqualified Stock Option Grant Agreement for Employees and Directors • February 29th, 2012 • HMS Holdings Corp • Services-business services, nec

Congratulations, you have been awarded a stock option grant in recognition of your contributions to the success of HMS Holdings Corp. (the “Company”) and its Affiliates. A stock option grant gives you the right to purchase a specific number of shares of the Company’s common stock at a fixed price, assuming that you satisfy conditions of the Company’s Fourth Amended and Restated 2006 Stock Plan (the “Plan”) and the implementing agreement. We would like you to have an opportunity to share in the continued success of the Company through this stock option grant under the Plan. The following represents a brief description of your grant. Additional details regarding your award are provided in the attached Nonqualified Stock Option Agreement (the “Grant Agreement”) and in the Plan.

Participant Full Name> Dear <Participant First Name>
Restricted Stock Unit Grant Agreement for Employees and Directors • February 29th, 2012 • HMS Holdings Corp • Services-business services, nec

Congratulations, you have been awarded restricted stock units (“RSUs”) in recognition of your contributions to the success of HMS Holdings Corp. (the “Company”) and its Affiliates. A restricted stock unit entitles you to receive a share of the Company’s common stock at a future date, assuming that you satisfy conditions of the Company’s Fourth Amended and Restated 2006 Stock Plan (the “Plan”) and the implementing agreement. We would like you to have an opportunity to share in the continued success of the Company through these RSUs under the Plan. The following represents a brief description of your grant. Additional details regarding your award are provided in the attached Restricted Stock Unit Agreement (the “Grant Agreement”) and in the Plan.

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