exv10w23






EXHIBIT 10.23




[HMS Letterhead]


March 22, 2007



Ms. Maria Perrin



Dear Maria:



We are pleased to extend this offer of employment for the position of Senior Vice President,
Government Relations of Health Management Systems, Inc., reporting directly to the President and
Chief Operating Officer, with the duties and responsibilities discussed with you during the
interview process. This position will be based in our New York office, but we acknowledge that you
will be traveling 70-90% of the time and establishing a home office in Florida. The following
describes the terms and conditions of your employment.





	 	1.	 	Start Date: We look forward to a start date of April 30th, 2007.
	 
	 	2.	 	Base Salary: This position offers a biweekly gross salary of $7,692.31, which is the
equivalent of $200,000.00 on an annual basis.
	 
	 	3.	 	Sign-on Bonus: You will be paid a sign-on bonus of $30,000.00 in June 2007. Should you
voluntarily resign for any reason within the first 12 months of employment, you will be
required to reimburse HMS the full amount.
	 
	 	4.	 	Performance Bonus: You will be eligible for an annual performance bonus, with a target
bonus of 50% of base salary, prorated for the portion of the year for which you are an
employee. For 2007, you will receive not less than 50% of the prorated target bonus.
Performance bonus awards for subsequent years will not be guaranteed, as they are based on
individual, departmental, and over business performance during the calendar year.
	 
	 	5.	 	Paid Time Off: You will accrue vacation at the rate of 13.33 hours per month (an
annualized 4 weeks per year). In addition to the company holidays and accrued vacation
time, employees are granted personal time which is earned at the rate of 4 hours for each
completed quarter. All paid time off is granted in hours, but must be used in full or half
day increments. Employees are not eligible for paid time off during the first three months
of employment, and paid time off does not carry-over at the end of the year.
	 
	 	6.	 	Other Benefits:You will be eligible for participation in our health insurance and other
benefit plans in accordance with the rules of eligibility currently in effect. If you have
any benefits related questions you may contact Anette White, Benefits Manager, at (212)
857-5459.
	 
	 	7.	 	Equity Participation: Subject to prior approval of the Compensation Committee of the
HMS Holdings Corp. Board of Directors, you will be granted 50,000 options to purchase HMSY
common stock at a strike price to be determined as the average of the high and low price HMSY




 









 






	 		 	on your start date. The option will vest as follows: one fourth of the options will
vest on each anniversary of your hire in 2008, 2009, and 2010, and one fourth will vest on
the fourth anniversary on 2011.
	 
	 	8.	 	Performance/Salary Reviews:Your performance will be reviewed at the end of the year.
Employee salaries are reviewed at year-end, with salary increases, if merited, effective in
the month of January.
	 
	 	9.	 	Conditions of Employment: All offers of employment are contingent upon receipt of
employment application, satisfactory professional references, and criminal background
checks. All new hires are required to sign a Non-Solicitation Agreement, crafted so that
HMS protects its most important assets, clients, employees, trade secrets, and proprietary
software, as well as a Corporate Compliance Agreement, and Employee Handbook
Acknowledgement. HMS is required the legal status of all employees; therefore, on your
first say of employment, it is imperative that you provide documentation proving both
authorization to work and identity.
	 
	 	10.	 	Involuntary Termination: In the event of an involuntary termination, the Company will
pay six months of salary and medical/dental benefit continuation, provided you sign the
standard Separation Agreement and General Release.
	 
	 	11.	 	Employment at Will: We greatly look forward to having you join our company, however we
recognize that you retain the option, as does the company, of ending your employment with
the company at any time, with or without notice and with or without cause. As such, your
employment with the company is at will and neither this letter nor any other oral or
written representations may be considered a contract for any specified period of time.
	 
	 	12.	 	Relocation Expenses: HMS to cover relocation expenses to move household goods,
vehicles, and family members to east coast location.





     We believe that HMS Holdings Corp. is an outstanding organization with dedicated, capable
staff. Today, when healthcare programs are under more fiscal pressure than ever before, our work is
critical. We are enthusiastic about your participation as an important member of the team. If you
have any questions prior to your start date, feel free to email me or call me. Otherwise, please
sign and return an executed copy of this letter along with a completed application and current
resume to me to confirm your acceptance of the terms and conditions of employment.



 Sincerely,

 /s/ William C. Lucia




 William C. Lucia

 President and Chief Operating Officer

 HMS Holdings Corp.




 









 





AGREED TO AND ACCEPTED:




	 	 	 

	/s/ Maria Perrin
 

Maria Perrin

	 	 
	 
	 	 
	3/28/07 

	 	 
	Date