Exhibit 10.33


 





EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”)
is made as of November 13th by and between HMS Holdings Corp., a Delaware corporation (“HMS Holdings”),
and Douglas M. Williams, Jr., an individual (“you”) (and, together with HMS Holdings, the “Parties”)
to provide services, as directed, to the entities comprising the Company (HMS Holdings and its subsidiaries and affiliates, the
“Company”)).


 


WHEREAS, the Company wishes to employ you, and you wish to be employed
by the Company.


 


NOW THEREFORE, in consideration of your acceptance of employment,
the Parties agree to be bound by the terms contained in this Agreement as follows:


 


1.            Engagement.


 


(a)          Effective
December 9th, 2013 (the “Effective Date”) but subject to the next sentence, the Company will employ you
as Division President, Commercial Solutions. The Company’s offer of at-will employment is contingent upon your authorization
and successful completion of background and reference checks. You will be required to execute authorizations for the Company to
obtain consumer reports and/or investigative consumer reports and use them in conducting background checks as a condition to your
employment. The Company may obtain background reports both pre-employment and from time to time during your employment with the
Company, as necessary. You acknowledge that the Company organizes itself across multiple entities and that you’re being assigned
to work directly for HMS Holdings or for one of its subsidiaries or affiliates will not, in and of itself, breach this Agreement.


 


(b)          You will
report directly to the Chief Executive Officer of HMS Holdings or his or her designee (“Supervisor”).
You will have the responsibilities, duties and authorities specified from time to time by your Supervisor, which will generally
be commensurate with executives, at a similar level, of entities of similar size and character to the Company. You also agree,
if so requested, to serve as an officer and director of subsidiaries of HMS Holdings.


 


2.             Commitment. During the Employment Period
(as defined in Section 3 below), you must devote your full working time and attention to the Company. During the Employment
Period, you must not engage in any employment, occupation, consulting or other similar activity without your Supervisor’s
prior written consent; provided, however, that you may (i) serve in any capacity with any professional, community, industry,
civic (including governmental boards), educational, charitable, or other non-profit organization, (ii) serve on any for-profit
entity board, with the prior written consent of your Supervisor, and (iii) subject to HMS Holdings’ conflict of interest
policies, make investments in other businesses and manage your and your family’s personal investments and legal affairs;
provided that any such activities described in clauses (i)-(iii) above do not materially interfere with the performance
of your duties for the Company and do not otherwise violate this Agreement or any other written agreement between the Company and
you. You will perform your services under this Agreement primarily at the Company’s offices in Irving, TX or at such place
or places as you and the Company may agree. You understand and agree that your employment will require travel from time to time
in a manner consistent with Company policy.


 


3.            Employment Period. HMS Holdings hereby
agrees to employ you and you hereby accept employment with HMS Holdings upon the terms set forth in this Agreement, for the period
commencing on the Effective Date and ending when and as provided in Section 6 (the “Employment Period”).


 



     

     

    




4.            Cash, Bonus & Equity Compensation


 


(a)           Base Salary. You will receive a base salary
at a monthly rate of $33,333.33, annualizing to $400,000 (as may be adjusted under this Agreement, the “Base Salary”).
The Company will pay your Base Salary periodically in arrears not less frequently than monthly in accordance with the Company’s
regular payroll practices as in effect from time to time (which currently provide for bi-weekly payments). The Board of Directors
of HMS Holdings (the “Holdings Board”) or its Compensation Committee (the “Compensation Committee”)
will review your Base Salary periodically and may adjust your Base Salary at that time..


 


(b)          Bonus. You will be eligible to receive bonus compensation
(the “Bonus”) from the Company in respect of each fiscal year (or portion thereof) during the Employment
Period, in each case as the Compensation Committee may determine on the basis of such performance based or other criteria as it
determines appropriate. Your target bonus will equal 65% of your Base Salary. The Compensation Committee will review your target
bonus periodically and may adjust your target bonus at that time. The Bonus, if any, will be paid when other executives receive
their bonuses under comparable arrangements but, in any event, between January 1 and March 15 of the year following the year with
respect to which it is earned.


 


(c)           Initial Equity Grant. As soon as practicable
after the Effective Date, and subject to Compensation Committee approval, HMS Holdings will grant you an equity award consisting
of $400,000 in the form of nonqualified stock options to purchase HMS Holdings’ common stock (the “Common Stock”).
The value for the options will be determined using the HMS Holdings’ standard Black-Scholes assumptions applied as of the
date of grant. The equity grant will be under and subject to the terms of the HMS Holdings Fourth Amended and Restated 2006 Stock
Plan (the “2006 Plan”) and will contain HMS Holdings’ customary terms and conditions for such grants,
subject to the express provisions in this subsection. Assuming continued employment, the options under the grant will have a seven
year term and the options will vest on an annual basis over a four year period following the date of grant (beginning with 25%
of the grant on the first anniversary of the grant date).


 


(d)          Sign On Bonus. On or around Ninety (90) days
following the date your employment beings, you will also receive a special bonus of $50,000 (the “Sign On Bonus”).
You agree that you will repay a prorata portion of the Sign On Bonus within 10 days after your employment ends if your employment
ends before the first anniversary of the Effective Date because of a termination for Cause or your resignation (other than a resignation
for Good Reason within 24 months after a Change in Control) (each as defined below). The proration will be determined based on
reducing the amount owed by a proportionate part of the full 12 months as you complete each month of service.


 


5.           Employee Benefits.


 


(a)          Employee Welfare and Retirement Plans. You will, to the extent
eligible, be entitled to participate at a level commensurate with your position in all employee welfare benefit and retirement
plans and programs the Company provides to its executives in accordance with the terms thereof as in effect from time to time.
The Company may change or terminate the benefits at any time.


 


(b)         Business Expenses. Upon submission of appropriate
documentation in accordance with Company policies, the Company will promptly pay, or reimburse you for, all reasonable business
expenses that you incur in performing your duties under this Agreement, including travel, entertainment, professional dues and
subscriptions, as long as such expenses are reimbursable under the Company’s policies. Any payments or expenses provided
in this Section 5(b) will be paid in accordance with Section 7(c).


 



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(c)         Paid Time Off. You will earn paid time off (PTO)
at the rate of 18 hours per month (annualized to 27 days per year), or such greater number as the Company determines from time
to time for its senior executive officers, provided that any carryover from year to year will be subject to the Company’s
generally applicable policies.


 


6.            Termination of Employment.


 


(a)         General. Subject in each case to the provisions
of this Section 6 and the other provisions of this Agreement relating to our respective rights and obligations upon termination
of your employment, nothing in this Agreement interferes with or limits in any way the Company’s or your right to terminate
your employment at any time, for any reason or no reason, and nothing in this Agreement confers on you any right or obligation
to continue in the Company’s employ. The Company, in its sole discretion, may elect to terminate your employment immediately
at any time subject to compliance with any obligations it has under this Section 6. If your employment ceases for any or no reason,
you (or your estate, as applicable) will be entitled to receive (in addition to any compensation and benefits you are entitled
to receive under Section 6(b) or 6(c) below): (i) any earned but unpaid Base Salary and, to the extent consistent with
general Company policy, accrued but unused paid time off through and including the date
of termination of your employment to be paid in accordance with the Company’s regular payroll practices and with applicable
law but no later than the next regularly scheduled pay period, (ii) except as provided in Section 6(d), any earned but unpaid
annual Bonus for the calendar year preceding the calendar year in which your employment ends, to be paid on the date such annual
Bonus otherwise would have been paid if your employment had continued, (iii) unreimbursed business expenses in accordance with
the Company’s policies for which expenses you have provided appropriate documentation, to be paid in accordance with Section
7(c), and (iv) any amounts or benefits to which you are then entitled under the terms of the benefit plans then sponsored
by the Company in accordance with their terms (and not accelerated to the extent acceleration does not satisfy Section 409A of
the Internal Revenue Code of 1986, as amended (“Section 409A” of the “Code”)).
Notwithstanding any other provision in this Agreement to the contrary, you will be entitled to severance, if any, solely through
the terms of this Section 6, unless another Holdings Board-approved written agreement between you and the Company expressly provides
otherwise.


 


(b)          Termination Without Cause. If during the employment period the
Company terminates your employment without Cause (defined below) in addition to the amounts described in Section 6(a), the
Company will pay to you the following, subject to compliance with Section 6(b)(iii):


 


(i)       Cash Severance. The Company will pay to you
in cash an amount equal to 12 times your monthly Base Salary, paid ratably in equal installments over a 12 month period beginning
in the first payroll period following the Release Effective Date (as defined below) (or such later date required by Section 7)
in accordance with the Company’s standard payroll policies and procedures and in a manner consistent with Section 7;


 


(ii)      Benefits. The Company will pay you a lump sum amount equal
to twelve times the difference between the monthly COBRA coverage premium for the same type of medical and dental coverage (single,
family, or other) you are receiving as of the date your employment ends and your then monthly employee contribution. This payment
will be taxable and subject to withholding. You may use the amount received for any purpose.


 



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(iii)     Release. To receive any severance benefits provided for
under this Agreement or otherwise, you must deliver to the Company a separation agreement and general release of claims on the
form the Company provides (releasing all releasable claims other than to payments under Section 6 or outstanding equity and including
obligations to cooperate with the Company and reaffirming your obligations under the Restrictive Covenants Agreement (as defined
below)), which agreement and release must become irrevocable within 60 days (or such earlier date as the release provides) following
the date of your termination of employment. Benefits under Section 6(b)(i) and (ii) will be paid or commence in the first
regular payroll beginning after the release becomes effective, subject to any delays required by Section 7; provided, however,
that if the last day of the 60 day period for an effective release falls in the calendar year following the year of your date of
termination, the severance payments will be paid or begin no earlier than January 1 of such subsequent calendar year. The date
on which your release of claims becomes effective is the “Release Effective Date.” You must continue
to comply with the Restrictive Covenants Agreement to continue to receive severance benefits.


 


(c)          Change in Control. If, within 24 months following
a Change in Control, the Company terminates your employment without Cause or you resign for Good Reason, in addition to the benefits
described in Section 6(b)(ii) above and subject to the release required under Section 6(b)(iii), you will receive the cash severance
described in Section 6(b)(i), paid in a single lump sum on the Release Effective Date in accordance with the Company’s standard
payroll policies and procedures (or such later date as either Section 6(b)(iii) or 7(a) requires). For the purpose of this Agreement,
“Change in Control” means:


 


(i)        the acquisition by an individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”) (a “Person”)
of beneficial ownership of any capital stock of HMS Holdings if, after such acquisition, such Person beneficially owns (within
the meaning of Rule 13d-3 under the Exchange Act) 50.01% or more of either (x) the then-outstanding shares of common stock of HMS
Holdings (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding
securities of HMS Holdings entitled to vote generally in the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that for purposes of this subsection (A) any acquisition directly from the
Company will not be a Change in Control, nor will any acquisition by any individual, entity, or group pursuant to a Business Combination
(as defined below) that complies with subclauses (x) and (y) of clause (ii) of this definition;


 


(ii)       the consummation of a merger, consolidation, reorganization, recapitalization
or share exchange involving HMS Holdings or a sale or other disposition of all or substantially all (i.e., in excess of 85%) of
the assets of HMS Holdings (a “Business Combination”), unless, immediately following such Business Combination,
each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial
owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting
power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting
or acquiring corporation in such Business Combination (which shall include a corporation that as a result of such transaction owns
HMS Holdings or substantially all of HMS Holdings’ assets either directly or through one or more subsidiaries) (such resulting
or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same
proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively,
immediately prior to such Business Combination and (y) no Person beneficially owns, directly or indirectly, 50.01% or more of the
then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities
of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior
to the Business Combination); or


 



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(iii)      a change in the
composition of the Holdings Board that results, during any one year period, in the Continuing Directors (as defined below) no
longer constituting a majority of the Holdings Board (or, if applicable, the Board of Directors of a successor corporation to
HMS Holdings), where the term “Continuing Director” means at any date a member of the Holdings
Board (x) who was a member of the Holdings Board on the Effective Date or (y) who was nominated or elected subsequent to such
date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or
whose election to the Holdings Board was recommended or endorsed by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y)
any individual whose initial assumption of office after the Effective Date occurred as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies
or consents, by or on behalf of a person other than the Holdings Board; provided that, where required by Section 409A, the
event that occurs is also a “change in the ownership or effective control of a corporation, or a change in the
ownership of a substantial portion of the assets of a corporation” as defined in Treasury Reg. §
1.409A-3(i)(5).


 


(d)         Termination for Cause, Voluntary Resignation.


 


(i)        General.    If, during
the Employment Period, the Company terminates your employment for Cause, or you resign from your employment (other than for Good
Reason as and when provided in Section 6(c) above), you will be entitled only to the payments described in Section 6(a) (excluding,
on a termination for Cause, clause (ii) of Section 6(a)), unless applicable law otherwise requires payment. You may resign, other
than for Good Reason, at any time and for any reason, by giving at least 30 days’ prior written notice to the Company. The
Company may choose to respond to such notice of resignation by ending your active employment during the Notice Period, in which
event you would remain an employee of the Company through the remainder of the Notice Period and continue to receive your Base
Salary, less applicable deductions, and continue vesting under any outstanding equity grants through the end of the Notice Period.
You will have no further right to receive any other compensation or benefits after such termination or resignation of employment,
except as determined in accordance with the terms of the employee benefit plans or programs of the Company or as required by law.


 



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(ii)        Definitions.


 


(I)        Cause. For purposes of this Agreement, “Cause”
means any of the following: your (i) fraud with respect to the Company; (ii) material misrepresentation to any regulatory agency,
governmental authority, outside or internal auditors, internal or external Company counsel, or the Holdings Board concerning the
operation or financial status of the Company; (iii) theft or embezzlement of assets of the Company; (iv) your conviction, or plea
of guilty or nolo contendere to any felony (or to a felony charge reduced to a misdemeanor), or, with respect to your employment,
to any misdemeanor (other than a traffic violation); (v) material failure to follow the Company’s conduct and ethics policies
that have been provided or made available to you; (vi) material breach of this Agreement or the Restrictive Covenants Agreement;
and/or (vii) continued failure to attempt in good faith to perform your duties as reasonably assigned by your Supervisor at the
time. Before terminating your employment for Cause under clauses (v) – (vii) above, the Company will specify in writing to
you the nature of the act, omission, refusal, or failure that it deems to constitute Cause and, if the Company reasonably considers
the situation to be correctable, give you 30 days after you receive such notice to correct the situation (and thus avoid termination
for Cause), unless the Holdings Board agrees to further extend the time for correction. You agree that the Company will have discretion
exercised in a reasonable manner to determine whether your correction is sufficient. Nothing in this definition prevents the Company
from removing you from your position with the Company at any time and for any reason.


 


(II)       Good Reason. For purposes of this Agreement,
“Good Reason” means, the occurrence, without your prior written consent, of any of the following events:
(i) any material diminution in your authority, duties or responsibilities with the Company; (ii) a requirement that you report
to an officer other than your then current Supervisor if the result is that your new Supervisor has materially diminished authority,
duties, or responsibilities in comparison with your prior supervisor; (iii) a material reduction in your Base Salary; (iv) the
Company’s requiring you to perform your principal services primarily in a geographic area more than 50 miles from both the
Company’s offices in Dallas, Texas and its principal headquarters in New York, New York (or such other place of primary employment
for you at which you have agreed to provide such services); or (v) a material breach by the Company of any material provision of
this Agreement. No resignation will be treated as resignation for Good Reason unless (x) you have given written notice to the Company
of your intention to terminate your employment for Good Reason, describing the grounds for such action, no later than 90 days after
the first occurrence of such circumstances, (y) you have provided the Company with at least 30 days in which to cure the circumstances,
and (z) if the Company is not successful in curing the circumstance, you end your employment within 30 days following the cure
period in (y). If the Company informs you that it will not treat your resignation as for Good Reason, you may withdraw the resignation
and remain employed (provided that you do so before the original notice of resignation becomes effective) or may proceed and dispute
the Company’s decision.


 


(e)          Death or Disability. Your employment hereunder
will terminate immediately upon your death or Disability. “Disability” means the Company based upon appropriate
medical evidence, determines you have become physically or mentally incapacitated so as to render you incapable of performing your
usual and customary duties, with or without a reasonable accommodation, for 180 or more days, whether or not consecutive, during
any 12 month period. You are also disabled if you are found to be disabled within the meaning of the Company’s long-term
disability insurance coverage as then in effect (or would be so found if you applied for the coverage or benefits). Employment
termination under this subsection is not covered by Section 6(b) or 6(c), and you or your heirs will receive only the benefits
and compensation in Section 6(a) (together, as applicable, with any life or disability insurance payments). Nothing in this Section
6(e) prevents the Company from removing you from your position with the Company or, under Section 6(b), 6(c), or 6(d), from terminating
your employment at any time, subject to compliance with those subsections.


 



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(f)          Further Effect of Termination on Board and Officer Positions.
If your employment ends for any reason, you agree that you will cease immediately to hold any and all officer or director positions
you then have with the Company, absent a contrary direction from the Holdings Board (which may include either a request to continue
such service or a direction to cease serving upon notice). You hereby irrevocably appoint the Company to be your attorney-in-fact
to execute any documents and do anything in your name to effect your ceasing to serve as a director and officer of the Company,
should you fail to resign following a request from the Company to do so. You will not be required to sign, and the Company will
not sign on your behalf without your consent, documents effecting your ceasing to serve as a director that characterize your cessation
of employment differently than the manner in which it is effected through Section 6 above. A written notification signed by a director
or duly authorized officer of the Company that any instrument, document or act falls within the authority conferred by this subsection
will be conclusive evidence that it does so. The Company will prepare any documents, pay any filing fees, and bear any other expenses
related to this Section.


 


7.           Effect of Section 409A of the Code.


 


(a)          Six Month Delay. If and to the extent any portion of any payment,
compensation or other benefit provided to you in connection with your employment termination is determined to constitute “nonqualified
deferred compensation” within the meaning of Section 409A and you are a specified employee as defined in Section 409A(a)(2)(B)(i),
as determined by the Company in accordance with its procedures, by which determination you hereby agree that you are bound,
such portion of the payment, compensation or other benefit shall not be paid before the earlier of (i) the expiration of the six
month period measured from the date of your “separation from service” (as determined under Section 409A) or (ii) the
tenth day following the date of your death following such separation from service (the “New Payment Date”).
The aggregate of any payments that otherwise would have been paid to you during the period between the date of separation from
service and the New Payment Date shall be paid to you in a lump sum in the first payroll period beginning after such New Payment
Date, and any remaining payments will be paid on their original schedule.


 


(b)         General 409A Principles. For purposes of this Agreement, a termination
of employment will mean a “separation from service” as defined in Section 409A. For purposes of this Agreement, each
amount to be paid or benefit to be provided will be construed as a separate identified payment for purposes of Section 409A,
and any payments that are due within the “short term deferral period” as defined in Section 409A or are paid in
a manner covered by Treas. Reg. Section 1.409A-1(b)(9)(iii) will not be treated as deferred compensation unless applicable law
requires otherwise. Neither the Company nor you will have the right to accelerate or defer the delivery of any such payments or
benefits except to the extent specifically permitted or required by Section 409A. This Agreement is intended to comply with the
provisions of Section 409A and this Agreement shall, to the extent practicable, be construed in accordance therewith. Terms defined
in this Agreement will have the meanings given such terms under Section 409A if and to the extent required to comply with Section
409A. In any event, the Company makes no representations or warranty and will have no liability to you or any other person if
any provisions of or payments under this Agreement are determined to constitute deferred compensation subject to Code Section 409A
but not to satisfy the conditions of that section.


 



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(c)          Expense Timing. Payments with respect to reimbursements of business
expenses will be made in the ordinary course in accordance with the Company’s procedures (generally within 45 days after
you have submitted appropriate documentation) and, in any case, on or before the last day of the calendar year following the calendar
year in which the relevant expense is incurred. The amount of expenses eligible for reimbursement, or in-kind benefits provided,
during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other
calendar year. The right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.


 


8.            Restrictive Covenants. In connection with signing
this Agreement, you are signing a Noncompetition, Nonsolicitation, Proprietary and Confidential Information and Developments Agreement
(the “Restrictive Covenants Agreement”), which addresses your responsibilities to the Company in connection
with confidentiality, transfer and protection of intellectual property, noncompetition, nonsolicitation of employees and customers,
and nondisparagement.


 


9.          Miscellaneous.


 


(a)         Notices. All notices required or permitted
under this Agreement must be in writing and will be deemed effective upon personal delivery or three business days following deposit
in a United States Post Office, by certified mail, postage prepaid, or one business day after it is sent for next-business day
delivery via a reputable nationwide overnight courier service in the case of notice to the Company at its then principal headquarters,
and in the case of notice to you to the current address on file with the Company. Notice to the Company must include a separate
notice to the General Counsel of HMS Holdings. Either Party may change the address to which notices are to be delivered by giving
notice of such change to the other Party in the manner set forth in this Section 9(a).


 


(b)         No Mitigation.    You are not required
to seek other employment or otherwise mitigate the value of any severance benefits contemplated by this Agreement, nor will any
such benefits be reduced by any earnings or benefits that you may receive from any other source. Notwithstanding any other provision
of this Agreement, any sum or sums paid under this Agreement will be in lieu of any amounts to which you may otherwise be entitled
under the terms of any severance plan, policy, program, agreement or other arrangement sponsored by the Company or an affiliate
of the Company.


 


(c)         Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR
OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR THE RELEASE IT CONTEMPLATES, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE, THE PARTIES AGREE THAT ANY PARTY MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING
WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR TO ANY OF THE MATTERS CONTEMPLATED UNDER THIS AGREEMENT, RELATING TO YOUR
EMPLOYMENT, OR COVERED BY THE CONTEMPLATED RELEASE.


 



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(d)         Severability. Each provision of this Agreement must 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 prohibited
by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. Moreover, if an arbitrator or a court
of competent jurisdiction determines any of the provisions contained in this Agreement to be unenforceable because the provision
is excessively broad in scope, whether as to duration, activity, geographic application, subject or otherwise, it will be construed,
by limiting or reducing it to the extent legally permitted, so as to be enforceable to the extent compatible with then applicable
law to achieve the intent of the Parties.


 


(e)         Assignment. This Agreement will be binding upon
and will inure to the benefit of (i) your heirs, beneficiaries, executors and legal representatives upon your death and (ii) any
successor of the Company. Any such successor of the Company will be treated as substituted for the Company under the terms of this
Agreement for all purposes. The Company may assign this Agreement without your consent, and such an assignment will not terminate
your employment for purposes of triggering your entitlement to severance; provided, however, that if such an assignments
provides a basis for you to resign for Good Reason after a Change in Control, you may resign for Good Reason, and you will be entitled
to severance, if any, subject to the terms of Section 6. You specifically agree that any assignment may include rights under the
Restrictive Covenants Agreement without requiring your consent; provided, however, that an assignment that occurs
after the termination of your employment will not expand in any manner the scope of the Restrictive Covenants Agreement. As used
herein, “successor” will mean any person, firm, corporation or other business entity that at any time, whether by purchase,
merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.


 


None of your rights to receive any form of compensation payable under
this Agreement will be assignable or transferable except through a testamentary disposition or by the laws of descent and distribution
upon your death or as provided in Section 9(k). Any attempted assignment, transfer, conveyance or other disposition (other than
as aforesaid) of any interest in your rights to receive any form of compensation hereunder will be null and void; provided,
however, that notwithstanding the foregoing, you will be allowed to transfer vested shares subject to stock options (other
than incentive stock options within the meaning of Section 422 of the Code) or the vested portion of other equity awards consistent
with the rules for transfers to “family members” as defined in Securities Act Form S-8. Any other attempted assignment,
transfer, conveyance or other disposition of any interest in your rights to receive any form of compensation hereunder will be
null and void.


 


(f)          No Oral Modification, Waiver, Cancellation or Discharge. This
Agreement may only be amended, canceled or discharged or any obligations thereunder waived through a writing signed by you and
the Chair of the Compensation Committee or any executive officer of the Company (other than you) duly authorized either by the
Holdings Board or the Compensation Committee.


 


(g)         No Conflict of Interest. You confirm that you have fully disclosed
to HMS Holdings and the other entities in the Company, to the best of your knowledge, all circumstances under which you, your immediate
family and other persons who reside in your household have or may have a conflict of interest with the Company. You further agree
to fully disclose to the Company any such circumstances that might arise during your employment upon your becoming aware of such
circumstances.


 



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(h)         Other Agreements. You hereby represent that your performance
of all the terms of this Agreement and the performance of your duties as an employee of the Company does not and will not breach
any agreement to keep in confidence proprietary information, knowledge or data acquired by you in confidence or in trust prior
to your employment with the Company. You also represent that you are not a party to or subject to any restrictive covenants, legal
restrictions, policies, commitments or other agreements in favor of any entity or person that would in any way preclude, inhibit,
impair or limit your ability to perform your obligations under this Agreement, including noncompetition agreements or nonsolicitation
agreements, and you further represent that your performance of the duties and obligations under this Agreement does not violate
the terms of any agreement to which you are a party. You agree that you will not enter into any agreement or commitment or agree
to any policy that would prevent or hinder your performance of duties and obligations under this Agreement.


 


(i)          Disclosure of this Agreement. You acknowledge that the Company
may provide persons or entities who may employ or engage you with a copy of the Restrictive Covenants Agreement (or portions thereof)
to highlight your continuing obligations to the Company. You also acknowledge that the Company may be obligated to disclose the
entire Agreement or any portion thereof to satisfy applicable laws and regulations.


 


(j)           Survivorship. The respective rights and obligations
of the Company and you hereunder will survive any termination of your employment to the extent necessary to preserve the intent
of such rights and obligations.


 


(k)        Beneficiaries. You will be entitled, to the extent applicable
law permits, to select and change the beneficiary or beneficiaries to receive any compensation or benefit payable hereunder upon
your death by giving the Company written notice thereof in a manner consistent with the terms of any applicable plan documents.
If you die, severance then due or other amounts due hereunder will be paid to your designated beneficiary or beneficiaries or,
if none are designated or none survive you, your estate.


 


(l)           Withholding. The Company will be entitled to withhold,
or cause to be withheld, any amount of federal, state, city or other withholding taxes or other amounts either required by law
or authorized by you with respect to payments made to you in connection with your employment.


 


(m)        Company Policies. References in this Agreement to Company policies
and procedures are to those policies and procedures in effect at the Effective Date, as the Company may amend them from time to
time.


 


(n)        Governing Law; Dispute Resolution. This
Agreement must be construed, interpreted, and governed in accordance with the laws of the State of Texas without reference to rules
relating to conflict of law. In case of any controversy or claim arising out of or related to this Agreement or relating to your
employment (including claims relating to employment discrimination), except as expressly excluded herein, each Party agrees to
give the other Party notice of an intent to seek arbitration under this Agreement and 10 days to reach a resolution. Should resolution
of any controversy or claim not be reached following provision of notice and a reasonable opportunity to cure, then the dispute
shall be settled by arbitration, under the American Arbitration Association’s National Rules for the Resolution of Employment
Disputes (the “National Rules”). A single arbitrator shall be selected in accordance with the National
Rules, and the costs of such arbitration shall be shared equally between the parties. The dispute will be arbitrated in Dallas,
TX, absent mutual agreement of the Parties to another venue. Any claim or controversy not submitted to arbitration in accordance
with this Section 9(n) (other than as provided under the Restrictive Covenants Agreement) will be waived, and thereafter no arbitrator,
arbitration panel, tribunal, or court will have the power to rule or make any award on any such claim or controversy. In determining
a claim or controversy under this Agreement and in making an award, the arbitrator must consider the terms and provisions of this
Agreement, as well as all applicable federal, state, or local laws. The award rendered in any arbitration proceeding held under
this Section 9(n) shall be final and binding and judgment upon the award may be entered in any court having jurisdiction thereof.
Claims for workers’ compensation or unemployment compensation benefits are not covered by this Section 9(n). Also not covered
by this Section 9(n) are claims by the Company or by you for temporary restraining orders, preliminary injunctions or permanent
injunctions (“equitable relief”) in cases in which such equitable relief would be otherwise authorized by law or pursuant
to the Restrictive Covenants Agreement. The Company will be responsible for paying any filing fee of the sponsoring organization
and the fees and costs of the arbitrator; provided, however, that if you initiate the claim, you will contribute an amount equal
to the filing fee you would have incurred to initiate a claim in the court of general jurisdiction in the State of Texas. Each
party will pay for its own costs and attorneys’ fees, if any. Without limiting the provisions of this Section 9(n), the Company
and you agree that the decision as to whether a party is the prevailing party in an arbitration, or a legal proceeding that is
commenced in connection therewith will be made in the sole discretion of the arbitrator or, if applicable, the court and the arbitrator
or court may award reasonable attorneys’ fees, costs and expenses.


 



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Any action, suit or other legal proceeding with respect to equitable
relief that is excluded from arbitration must be commenced only in a court of the State of Texas (or, if appropriate, a federal
court located within the State of Texas), and the Company and you each consent to the jurisdiction of such a court. With respect
to any such court action, the Parties hereto (a) submit to the personal jurisdiction of such courts; (b) consent to service of
process by the means specified under Section 9(a); and (c) waive any other requirement (whether imposed by statute, rule of court,
or otherwise) with respect to personal jurisdiction, inconvenient forum, or service of process.


 


(o)          Interpretation. The parties agree that this Agreement
will be construed without regard to any presumption or rule requiring construction or interpretation against the drafting party.
References in this Agreement to “include” or “including” should be read as though they said “without
limitation” or equivalent forms.


 


(p)         Entire Agreement. This Agreement and any documents referred
to herein represent the entire agreement of the Parties and will supersede any and all previous contracts, arrangements or understandings
between the Company and you.


 


Signatures on Page Following


 


 


 


 


 


 


 


 


 






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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and you have hereunto set your hand to be effective as of the dates below.


 


 





	 	 	HMS Holdings Corp.	 
	 	 	 	 	 
	 	 	 	 	 
	12/12/2013	 	By: 	/s/ William C. Lucia	 
	Date	 	William C. Lucia	 
	 	 	President	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	Douglas M. Williams, Jr.	 
	 	 	 	 	 
	 	 	 	 	 
	11/11/2013	 	/s/ Douglas M. Williams	 
	Date	 	 	 	 







 


 


 





 


 




 


 


 


 


 


 


 


 


 


 


 


 


 


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