exv10w22






EXHIBIT 10.22



December 29, 2010




Sean Curtin

HMS Holdings Corp.

401 Park Avenue South

New York, NY 10016



Dear Sean:




     You and HMS Holdings Corp. (the “Company”) are parties to an employment agreement dated August
31, 2006 that sets forth certain terms of your employment with the Company (the “Employment
Agreement”). We have agreed to certain amendments to the Employment Agreement set forth below to
correct document failures in the Employment Agreement under Section 409A of the Internal Revenue
Code of 1986, as amended, pursuant to Internal Revenue Service Notice 2010-6, 2010-3 IRB 275
(“Notice 2010-6”). In accordance with Notice 2010-6, the amendments will have an effective date of
January 1, 2009.


Except as set forth below, your Employment Agreement shall remain in full force and effect.



1. Paragraph 6.iii of the Employment Agreement shall be amended by inserting before the first
semicolon “beginning as provided under Paragraph 6.iv”



2. New Paragraph 6.iv shall be inserted in the Employment Agreement to read:





     “To receive any severance benefits provided for under this Agreement, the Executive
must deliver to the Company the severance agreement and release indicated in Paragraph
6.iii, which release must become irrevocable within 60 days following the date of his
termination of employment or such earlier date as the release specifies. Severance pay will
be paid or commence in the first regular payroll beginning after the release becomes
effective, subject to any delays required by Paragraph 15; 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 his date of termination, the severance payments will be paid or begin no earlier
than January 1 of such subsequent calendar year.”


3. Paragraph 15 of the Employment Agreement shall be revised to read:





“Withholding; Section 409A




	 	a.	 	Withholding. All payments hereunder shall be subject
to any and all applicable withholdings and taxes.
	 
	 	b.	 	Six Month Delay. If and to the extent any portion of
any payment, compensation or other benefit provided to the Executive in
connection with his employment termination is determined to constitute
“nonqualified




 









 





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	 	 	 	deferred compensation” within the meaning of Section 409A of the Internal
Revenue Code of 1986 (“Section 409A”) and he is 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 he hereby agrees that
he is 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 his “separation from service” (as
determined under Section 409A) or (ii) the tenth day following the date of
his death following such separation from service (the “New Payment Date”).
The aggregate of any payments that otherwise would have been paid to him
during the period between the date of separation from service and the New
Payment Date shall be paid to him 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.
	 
	 	c.	 	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 the Executive 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 the
Executive 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.
	 
	 	d.	 	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 the
Executive has 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, and the right to reimbursement or




 









 




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	 	 	 	in-kind benefits is not subject to liquidation or exchange for another
benefit.”





Signatures on Page Following






 









 





Page 4






Signature Page



Sincerely,



HMS Holdings Corp.




	 	 	 	 	 

	By:

	 	/s/ David Schmid
 

	 	 
	Title: VP Human Resources	 	 






     The foregoing correctly sets forth the terms of my continued employment with the Company. I
am not relying on any representations other than as set out in the Employment Agreement and the
amendment thereto set forth above. I have been given a reasonable amount of time to consider this
amendment and to consult an attorney and/or advisor of my choosing. I have carefully read this
amendment, understand the contents herein, freely and voluntarily assent to all of the terms and
conditions hereof, and sign my name of my own free act.



	 	 	 	 	 

	/s/ Sean Curtin
 

Sean Curtin

	 	Date: December 30, 2010