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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/30/14 R1 RCM Inc. 10-K 12/31/13 117:22M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.32M
2: EX-10.14 Material Contract HTML 58K
3: EX-10.15 Material Contract HTML 57K
4: EX-10.16 Material Contract HTML 130K
5: EX-10.17 Material Contract HTML 56K
6: EX-10.18 Material Contract HTML 182K
7: EX-10.19 Material Contract HTML 73K
8: EX-10.20 Material Contract HTML 68K
9: EX-10.21 Material Contract HTML 54K
10: EX-10.22 Material Contract HTML 52K
11: EX-10.23 Material Contract HTML 35K
12: EX-10.24 Material Contract HTML 37K
13: EX-10.25 Material Contract HTML 55K
14: EX-10.26 Material Contract HTML 69K
15: EX-10.27 Material Contract HTML 73K
16: EX-10.28 Material Contract HTML 35K
17: EX-10.29 Material Contract HTML 242K
18: EX-10.30 Material Contract HTML 69K
19: EX-10.31 Material Contract HTML 79K
20: EX-10.32 Material Contract HTML 32K
21: EX-10.33 Material Contract HTML 244K
22: EX-10.34 Material Contract HTML 71K
23: EX-10.35 Material Contract HTML 76K
24: EX-10.36 Material Contract HTML 103K
25: EX-23.1 Consent of Experts or Counsel HTML 30K
26: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
27: EX-31.2 Certification -- §302 - SOA'02 HTML 36K
28: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
29: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
88: R1 Document and Entity Information HTML 63K
74: R2 Consolidated Balance Sheets HTML 199K
86: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
90: R4 Consolidated Statements of Operations and HTML 164K
Comprehensive Income (Loss)
109: R5 Consolidated Statements of Stockholders' Equity HTML 121K
(Deficit)
76: R6 Consolidated Statements of Stockholders' Equity HTML 37K
(Deficit) (Parenthetical)
85: R7 Consolidated Statements of Cash Flows HTML 144K
69: R8 Schedule Ii - Valuation and Qualifying Accounts HTML 33K
59: R9 Description of Business HTML 38K
110: R10 Restatement of Previously Issued Consolidated HTML 213K
Financial Statements
92: R11 Summary of Significant Accounting Policies HTML 106K
91: R12 Property, Equipment, and Software HTML 47K
97: R13 Stockholders' Equity (Deficit) HTML 44K
98: R14 Share-Based Compensation HTML 90K
95: R15 Retirement Plan HTML 33K
99: R16 Restatement and other costs HTML 39K
87: R17 Income Taxes HTML 96K
89: R18 Earnings (Loss) Per Share HTML 44K
94: R19 Commitments and Contingencies HTML 59K
117: R20 Segments and Customer Concentrations HTML 44K
105: R21 Subsequent Events HTML 33K
80: R22 Quarterly Financial Information (Unaudited) HTML 598K
93: R23 Summary of Significant Accounting Policies HTML 160K
(Policies)
82: R24 Restatement of Previously Issued Consolidated HTML 214K
Financial Statements (Tables)
50: R25 Quarterly Financial Information (Unaudited) HTML 729K
(Tables)
106: R26 Summary of Significant Accounting Policies HTML 47K
(Tables)
113: R27 Property, Equipment, and Software (Tables) HTML 48K
64: R28 Share-Based Compensation (Tables) HTML 47K
63: R29 Restatement and other costs (Tables) HTML 44K
67: R30 Income Taxes (Tables) HTML 92K
68: R31 Earnings (Loss) Per Share (Tables) HTML 41K
70: R32 Commitments and Contingencies (Tables) HTML 36K
44: R33 Restatement of Consolidated Financial Statements - HTML 168K
Additional Information (Detail)
103: R34 Summary of Effects of Restatement Adjustments on HTML 468K
Consolidated Balance Sheet (Detail)
78: R35 Summary of Effects of Restatement Adjustments on HTML 346K
Consolidated Statement of Comprehensive Income
(Detail)
81: R36 Summary of Effects of Restatement Adjustments on HTML 292K
Consolidated Statement of Cash Flows (Detail)
54: R37 Summary of Effects of Cumulative Restatement HTML 90K
Adjustments (Detail)
116: R38 Earnings (Loss) Per Share Under the Restatement HTML 90K
(Detail)
36: R39 Summary of Significant Accounting Policies - HTML 44K
Additional Information (Detail)
71: R40 Component Customer Liabilities (Detail) HTML 81K
108: R41 Cash and Cash Equivalents (Detail) HTML 36K
52: R42 Activity in Allowance for Doubtful Accounts HTML 43K
(Detail)
62: R43 Major Classifications of Property, Equipment and HTML 45K
Software and Expected Useful Lives (Detail)
66: R44 Property, Equipment, and Software (Detail) HTML 67K
75: R45 Allocation of Depreciation and Amortization HTML 42K
Expense between Cost of Services and Selling,
General and Administrative Expenses (Detail)
43: R46 Stockholders' Equity (Deficit) - Additional HTML 71K
Information (Detail)
58: R47 Share Based Compensation - Additional Information HTML 180K
(Detail)
38: R48 Stockholders' Equity Stock Options - Black Scholes HTML 57K
Merton Assumptions (Detail)
107: R49 Share Based Compensation Expense Allocation HTML 46K
(Detail)
51: R50 Stockholders' Equity Stock Options (Detail) HTML 154K
104: R51 Stockholders' Equity Restricted Stock Awards HTML 108K
(Detail)
55: R52 Retirement Plan - Additional Information (Detail) HTML 42K
72: R53 Restatement and Other Cost (Detail) HTML 52K
37: R54 Reorganization Activity, Liability (Detail) HTML 42K
41: R55 Reorganization Expense (Detail) HTML 46K
65: R56 Domestic and Foreign Components of Income (Loss) HTML 49K
Before Income Taxes (Detail)
46: R57 Current and Deferred Income Tax Expense HTML 104K
Attributable to Income from Continuing Operations
(Detail)
111: R58 Income Taxes Effective Income Tax Rate HTML 49K
Reconciliation (Detail)
77: R59 Net Deferred Tax Assets (Liabilities) (Detail) HTML 82K
96: R60 Income Taxes - Additional Information (Detail) HTML 85K
57: R61 Uncertain Tax Positions (Detail) HTML 48K
60: R62 Computation of Basic Diluted Earnings Per Share HTML 78K
(Detail)
102: R63 Earning Per Common Share - Additional Information HTML 58K
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100: R64 Commitment and Contingencies - Additional HTML 75K
Information (Detail)
79: R65 Operating Leases (Detail) HTML 52K
101: R66 Segments and Customer Concentrations - Additional HTML 62K
Information (Detail)
56: R67 Subsequent Events - Additional Information HTML 36K
(Detail)
83: R68 Consolidated Balance Sheets (Detail) HTML 404K
112: R69 Consolidated Balance Sheets (Parenthetical) HTML 43K
(Detail)
40: R70 Consolidated Statements of Comprehensive Income HTML 279K
(Loss) (Detail)
49: R71 Consolidated Statements of Comprehensive Income HTML 77K
(Loss) (Parenthetical) (Detail)
73: R72 Financial Data for the Fourth Quarter Ended HTML 126K
(Detail)
45: R73 Consolidated Statements of Cash Flows Quarterly HTML 82K
(Detail)
115: R74 Consolidated Statements of Cash Flows (Detail) HTML 187K
53: R75 Component Customer Liabilities, Quarterly Data HTML 81K
(Detail)
47: R76 Summary of Effects of Restatement Adjustments On HTML 118K
Quarterly Consolidated Statements of Comprehensive
Income (Detail)
48: R77 Stockholders' Equity Stock Options, Quarterly Data HTML 145K
(Detail)
42: R78 Stockholders' Equity Restricted Stock Award, HTML 111K
Quarterly Data (Detail)
114: XML IDEA XML File -- Filing Summary XML 158K
39: EXCEL IDEA Workbook of Financial Reports XLSX 504K
61: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.51M
30: EX-101.INS XBRL Instance -- ah-20131231 XML 4.84M
32: EX-101.CAL XBRL Calculations -- ah-20131231_cal XML 244K
33: EX-101.DEF XBRL Definitions -- ah-20131231_def XML 1.40M
34: EX-101.LAB XBRL Labels -- ah-20131231_lab XML 1.42M
35: EX-101.PRE XBRL Presentations -- ah-20131231_pre XML 1.59M
31: EX-101.SCH XBRL Schema -- ah-20131231 XSD 190K
84: ZIP XBRL Zipped Folder -- 0001193125-14-457093-xbrl Zip 311K
| EX-10.20 |
Exhibit 10.20
Accretive Health, Inc.
Nonstatutory Stock Option Award Agreement
GENERAL TERMS AND CONDITIONS
This Nonstatutory Stock Option 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 Nonstatutory Stock Option Award had this Nonstatutory Stock Option Award been granted under the Plan (except as otherwise expressly provided herein) be applicable to this Nonstatutory Stock Option 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, 2010.
For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:
1. Grant of Option.
This Nonstatutory Stock Option Award Agreement (this “Agreement”) evidences the grant by the Company, on June 3, 2013 (the “Grant Date”), to the Participant, an employee of the Company, of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, 800,000 shares (the “Shares”) of common stock, $0.01 par value per share, of the Company (“Common Stock”) at an exercise price of $11.47 (the “Exercise Price”). Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the tenth anniversary of the Grant Date (the “Final Exercise Date”).
It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
2. Vesting Schedule.
(a) General. Except as provided in Sections 2(a) and 2(b) hereof, beginning on the first monthly anniversary of the Grant Date, and continuing for as long as the Participant is employed by the Company, this option shall become vested, and exercisable, on a ratable monthly basis over forty eight (48) months with respect to the shares of Common Stock issuable hereunder, and thus shall become fully vested and exercisable as to all such Shares no later than the fourth anniversary of the Grant Date, subject to the Participant’s continued employment with
the Company on each applicable vesting date. The right of exercise hereunder shall be cumulative so that to the extent that the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date and the termination of this option under Section 3 hereof or the Plan.
(b) Termination Without Cause or For Good Reason Prior to First Anniversary of Grant Date. Notwithstanding the provisions of Section 2(a) hereof, in the event of the Participant’s termination of employment by the Company without “Cause” or by the Participant for “Good Reason” (each, as defined in the Offer Letter Agreement), in either case, prior to the first anniversary of the Grant Date, any unvested portion of this option that would have become vested and exercisable on or prior to the first anniversary of the date of such termination had such termination not occurred shall become vested and exercisable as of the date of such termination, and shall remain exercisable in accordance with the otherwise applicable provisions hereof.
(c) Change in Control. Notwithstanding the provisions of Sections 2(a) and 2(b) hereof, upon the occurrence of a “Change in Control” (as defined below) while the Participant remains in the continued employment of the Company, fifty percent (50%) of the unvested portion of this option outstanding at the time of such Change in Control shall become immediately vested and exercisable upon the occurrence of such Change in Control, and shall remain exercisable in accordance with the otherwise applicable provisions hereof. In addition to the foregoing, in the event of the Participant’s termination of employment by the Company without Cause or by the Participant for Good Reason, in either case, upon or within one (1) year following the occurrence of a Change in Control, any unvested portion of this option outstanding at the time of such termination shall become vested and exercisable as of the date of such termination, and shall remain exercisable in accordance with the otherwise applicable provisions hereof.
For purposes hereof, the term “Change in Control” means: (i) any “person”, as such term is used as of the Grant Date in Section 13(d) of the Securities Exchange Act of 1934, as amended, or group of persons, becomes (directly or indirectly) a “beneficial owner”, as such term is used as of the Grant Date in Rule 13d-3 promulgated under that Securities Exchange Act of 1934, as amended, of a percentage of the outstanding voting securities of the Company (measured either by number of outstanding voting securities or by voting power) equal to at least fifty percent (50%) of the outstanding voting securities of the Company; (ii) a majority of the members of the Board of Directors of the Company consists of individuals other than “Incumbent Directors,” which term means the members of such Board of Directors on the Grant Date; provided that any individual becoming a director subsequent to such date whose election or nomination for election was supported (other than in connection with any actual or threatened proxy contest) by two-thirds of the directors who then comprised the Incumbent Directors will be considered to be an Incumbent Director; or (iii) (A) the Company combines with another entity and is the surviving entity, or (B) all or substantially all of the assets or business of the Company is disposed of pursuant to a sale, merger, consolidation, liquidation, dissolution or other transaction or series of transactions (collectively, a “Triggering Event”), unless the holders of the Company’s outstanding voting securities immediately prior to such Triggering Event own,
directly or indirectly, by reason of their ownership of the Company’s outstanding voting securities immediately prior to such Triggering Event, more than fifty percent (50%) of the outstanding voting securities (measured both by number of outstanding voting securities and by voting power) of (x) in the case of a combination in which the Company is the surviving entity, the surviving entity, and (y) in any other case, the entity (if any) that succeeds to substantially all of the Company’s business and assets.
3. Exercise of Option.
(a) Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. Alternatively, the exercise can be effected using the software solution provided by the Company’s option management software vendor, with payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share. No Shares will be issued until the Participant has executed any and all agreements that the Company may require the Participant to execute in connection with such exercise and/or in connection with any transactions involving the Shares (for example, not by limitation, lock-up agreements and FINRA questionnaires).
(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he exercises this option, is, and has been at all times since the Grant Date, an employee or officer of or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).
(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraph (d) below, the right to exercise this option shall terminate sixty (60) days after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, including the provisions of Section 6 of this Agreement, the right to exercise this option shall terminate immediately upon such violation.
(d) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for “Cause” (as defined in the Offer Letter Agreement), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. The Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within thirty (30) days after the Participant’s resignation, that termination for Cause was warranted. In the event that the Participant is terminated for Cause, the Company shall be entitled to pursue the remedies set forth in Section 6(h) of this Agreement.
4. Withholding.
No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.
5. Transfer Restrictions.
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.
6. Restrictive Covenants.
(a) General. This option represents a substantial economic benefit to the Participant. The Participant, by virtue of such Participant’s role with the Company, has access to, and is involved in the formulation of, certain confidential and secret information of the Company regarding its operations and each Participant could materially harm the business of the Company by competing with the Company or soliciting employees or customers of the Company.
(b) Non -Solicitation. During the time in which Participant performs services for the Company and for a period of eighteen (18) months after the Participant ceases to perform services for the Company, regardless of the reason, Participant shall not, directly or indirectly, either alone or in conjunction with any person, firm, association, company or corporation:
(i) Hire, recruit, solicit or otherwise attempt to employ or retain or enter into any business relationship with, any person who is or was an employee of the Company within the twelve (12)-month period immediately preceding the cessation of Participant’s service with the Company; or
(ii) Solicit the sale of any products or services that are similar to or competitive with products or services offered by, manufactured by, designed by, or distributed by the Company, to any person, company or entity which was or is a customer or potential customer of the Company for such products or services.
(c) Non-Disclosure.
(i) Participant will not, without the Company’s prior written permission, directly or indirectly, utilize for any purpose other than for a legitimate business purpose solely on behalf of the Company, or directly or indirectly, disclose to anyone outside of the Company, either during or after Participant’s relationship with the Company ends, the Company’s Confidential Information, as long as such matters remain Confidential Information.
(ii) This Agreement shall not prevent Participant from revealing evidence of criminal wrongdoing to law enforcement or prohibit Participant from divulging the Company’s Confidential Information by order of a court or agency of competent jurisdiction. However, Participant shall promptly inform the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Confidential Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to respond to the court or agency.
(d) Return of Company Property. Participant agrees that, in the event that Participant’s service to the Company is terminated for any reason, Participant shall immediately return all of the Company’s property, including, without limitation, (i) tools, pagers, computers, printers, key cards, documents or other tangible property of the Company, and (ii) the Company’s Confidential Information in any media, including paper or electronic form, and Participant shall not retain in Participant’s possession any copies of such information.
(e) Ownership of Software and Inventions. All discoveries, designs, improvements, ideas, inventions, software, whether patentable or copyrightable or not, shall be works-made-for-hire and the Company shall be deemed the sole owner throughout the universe of any and all rights of whatsoever nature therein, with the rights to use the same in perpetuity in any manner the Company determines in its sole discretion without any further payment after the term of the agreement to Participant whatsoever. If, for any reason, any of such results and proceeds which relate to the business shall not legally be a work-for-hire and/or there are any rights which do not accrue to the Company under the preceding sentence, then Participant hereby irrevocably assigns and agrees to quitclaim any and all of the Participant’s right, title and interest thereto including, without limitation, any and all copyrights, patents, trade secrets, trademarks and/or other rights of whatsoever nature therein, whether or not now or hereafter known, existing, contemplated, recognized or developed to the Company, and the Company shall have the right to use the same in perpetuity throughout the universe in any manner the Company determines without any further payment to Participant whatsoever. The Participant shall, from time to time, as may be reasonably requested by the Company, at the Company’s expense, do any and all things which the Company may deem useful or desirable to establish or document the Company’s exclusive ownership of any and all rights in any such results and proceeds, including, without limitation, the execution of appropriate copyright and/or patent applications or assignments. To the extent Participant has any rights in the results and proceeds of Participant’s services that cannot be assigned in the manner described above, Participant unconditionally and irrevocably waives the enforcement of such rights. Notwithstanding anything to the contrary set forth herein, works developed by the Participant (i) which are developed independently from the work developed for the Company regardless of whether such work was developed before or after the Participant performed services for the Company; or (ii) applications independently developed which are unrelated to the business and which Participant develops during non-business hours using non-business property shall not be deemed work for hire and shall not be the exclusive property of the Company.
(f) Non-Competition.
(i) During the time in which Participant performs services for the Company and for a period of twelve (12) months after the cessation of Participant’s service to the Company, regardless of the reason, Participant shall not, directly or indirectly, either alone or in conjunction with any person, firm, association, company or corporation, within the Restricted Area, own, manage, operate, or participate in the ownership, management, operation, or control of, or be employed by or provide services to, any entity which is in competition with the Company.
(ii) Notwithstanding anything to the contrary, nothing in this paragraph (f) prohibits Participant from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded, so long as Participant has no active participation in the business of such corporation.
(g) Acknowledgments. Participant acknowledges and agrees that the restrictions contained in this Agreement with respect to time, geographical area and scope of activity are reasonable and do not impose a greater restraint than is necessary to protect the goodwill and other legitimate business interests of the Company and that the Participant has had the opportunity to review the provisions of this Agreement with his legal counsel. In particular, the Participant agrees and acknowledges (i) that the Company is currently engaging in business and actively marketing its services and products throughout the United States, (ii) that Participant’s duties and responsibilities for the Company are co-extensive with the entire scope of the Company’s business, (iii) that the Company has spent significant time and effort developing and protecting the confidentiality of their methods of doing business, technology, customer lists, long term customer relationships and trade secrets, and (iv) that such methods, technology, customer lists, customer relationships and trade secrets have significant value.
(h) Enforcement. The Participant agrees that the restrictions contained in this Agreement are necessary for the protection of the business, the Confidential Information, customer relationships and goodwill of the Company and are considered by the Participant to be reasonable for that purpose and that the scope of restricted activities, the geographic scope and the duration of the restrictions set forth in this Agreement are considered by the Participant to be reasonable. The Participant further agrees that any breach of any of the restrictive covenants in this Agreement would cause the Company substantial, continuing and irrevocable harm for which money damages would be inadequate and therefore, in the event of any such breach or any threatened breach, in addition to such other remedies as may be available, the Company shall be entitled to specific performance and injunctive relief. This Agreement shall not in any way limit the remedies in law or equity otherwise available to the Company or its Affiliates. The Participant further agrees that to the extent any provision or portion of the restricted covenants in this Agreement shall be held, found or deemed to be unreasonable, unlawful or unenforceable by a court of competent jurisdiction, then any such provision or portion thereof shall be deemed to be modified to the extent necessary in order that any such provision or portion thereof shall be legally enforceable to the fullest extent permitted by applicable law. Without limitation to any other remedies available hereunder or at law, in the event of any breach of any of the restrictive covenants in this Agreement by the Participant, the Participant agrees that any Shares purchased
by the Participant pursuant to this Agreement shall be subject to repurchase by the Company, in its sole discretion, at a price equal to the lesser of the Exercise Price and the Fair Market Value of the Shares at the time of repurchase. In the event that the Participant sold the Shares purchased by the Participant pursuant to this Agreement, then the Participant shall be required to pay to the Company in cash, within thirty (30) days of a request by the Company for such payment, the positive difference, if any, between the price at which the Participant sold the Shares and the amount at which the Company could have repurchased the Shares pursuant to the preceding sentence.
(i) Severability; Modification. It is expressly agreed by Participant that:
(i) Modification. If, at the time of enforcement of this Agreement, a court holds that the duration, geographical area or scope of activity restrictions stated herein are unreasonable under circumstances then existing or impose a greater restraint than is necessary to protect the goodwill and other business interests of the Company, Participant agrees that the maximum duration, scope or area reasonable under such circumstances will be substituted for the stated duration, scope or area and that the court will be allowed to revise the restrictions contained herein to cover the maximum duration, scope and area permitted by law, in all cases giving effect to the intent of the parties that the restrictions contained herein be given effect to the broadest extent possible.
(ii) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, such invalidity, illegality or unenforceability will not affect any other provision, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.
(iii) Non-Disparagement. Participant understands and agrees that Participant will not disparage the Company, its officers, directors, administrators, representatives, employees, contractors, consultants or customers and will not engage in any communications or other conduct which might interfere with the relationship between the Company and its current, former, or prospective employees, contractors, consultants, customers, suppliers, regulatory entities, and/or any other persons or entities.
(j) Definitions.
(i) Affiliate. “Affiliate” means any entity controlling or controlled by or under common control with the Company or another Affiliate, at the time of execution of this Agreement and any time thereafter, where “control” is defined as the ownership of at least fifty percent (50%) of the equity or beneficial interest of such entity, and any other entity with respect to which the Company has significant management or operational responsibility (even though the Company may own less than fifty percent (50%) of the equity of such entity).
(ii) Confidential Information. “Confidential Information” as used in this Agreement shall include the Company’s trade secrets as defined under Illinois law, as well as any other information or material which is not generally known to the public, and which:
a) is generated, collected by or utilized in the operations of the Company’s business and relates to the actual or anticipated business, research or development of the Company; or
b) is suggested by or results from any task assigned to Participant by the Company or work performed by Participant for or on behalf of the Company.
Confidential Information shall not be considered generally known to the public if Participant or others improperly reveal such information to the public without the Company’s express written consent and/or in violation of an obligation of confidentiality to the Company. Examples of Confidential Information include, but are not limited to, all customer, client, supplier and vendor lists, budget information, contents of any database, contracts, product designs, technical know-how, engineering data, pricing and cost information, research and development work, software, business plans, proprietary data, projections, market research, 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.
(iii) Restricted Area. For purposes of this Agreement, the term “Restricted Area” shall mean the United States of America.
7. Applicable Law.
This Agreement shall be construed, interpreted and enforced, and its validity and enforceability determined, strictly in accordance with the laws of the State of Delaware without applying its conflicts of laws principles.
8. Exclusive Jurisdiction/Venue.
All disputes that arise from or relate to this Agreement shall be decided exclusively by binding arbitration in Cook County, Illinois under the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that the arbitrator’s award shall be final, and may be filed with and enforced as a final judgment by any court of competent jurisdiction. Notwithstanding the foregoing, any disputes related to the enforcement of the restrictive covenants contained in Section 6 of this Agreement shall be subject to and determined under Delaware law and adjudicated in Illinois courts.
9. Provisions of the Plan.
This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.
I hereby acknowledge that I have reviewed this Agreement and agree to comply with the terms and conditions set forth herein.
Grant Date: June 3, 2013
| Accretive Health, Inc. | ||
| By: | /s/ Daniel Zaccardo | |
| Name: | ||
| Title: | SVP/General Counsel | |
| ACCEPTED | ||
| PARTICIPANT | ||
| /s/ Joseph Flanagan | ||
| Joseph Flanagan | ||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/30/14 | 8-K | ||
| For Period end: | 12/31/13 | NT 10-K | ||
| 6/3/13 | 3, 4 | |||
| 4/27/13 | ||||
| 4/26/10 | S-1/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 R1 RCM Inc./DE 10-K 12/31/23 130:12M Workiva Inc Wde… FA01/FA 12/04/23 R1 RCM Inc./DE 10-K/A 12/31/22 142:34M Workiva Inc Wde… FA01/FA 2/16/23 R1 RCM Inc./DE 10-K 12/31/22 125:13M Workiva Inc Wde… FA01/FA 2/17/22 R1 RCM Holdco Inc. 10-K 12/31/21 124:12M Workiva Inc Wde… FA01/FA 2/18/21 R1 RCM Holdco Inc. 10-K 12/31/20 139:13M Workiva Inc Wde… FA01/FA |