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February 17, 2004
Mr. Michael Zimmerman
The following term sheet is intended to memorialize the agreements reached between you and Health Care Services, Inc. d/b/a Accretive Health. The parties anticipate executing more definitive agreements regarding this subject matter, however it is their intention to be bound by this term sheet upon its execution.
In exchange for the license rights, exclusivity and information sharing provided for below, Accretive Health will grant Mike Zimmerman stock warrants granting him a 2.5% at the price determined by the Accretive Health Board to be fair market value (FMV) at the time the warrants are granted.
Additionally, Zimmerman Associates will have the right to earn the right additional Stock Warrants as compensation for its support and participation of Accretive Health’s Sales Efforts. These additional Stock Warrants will be earned when Accretive Health signs a Managed Services Agreement with a hospital/system were Zimmerman has been Accretive Health’s “sponsor” with respect to that institution. Zimmerman will be considered Accretive’s “sponsor” to an institution where Zimmerman’s efforts resulted in Accretive Health securing a meeting with a C-level executive or Board member, or where Accretive Health and Zimmerman agreed that Zimmerman is entitled to