exv10w20






EXHIBIT 10.20



December 29, 2010




Walter D. Hosp

HMS Holdings Corp.

401 Park Avenue South

New York, NY 10016



Dear Walter:




     You and HMS Holdings Corp. (the “Company”) are parties to an offer letter dated May 30, 2007
that sets forth certain terms of your employment with the Company (the “Offer Letter”). We have
agreed to certain amendments to the Offer Letter set forth below to correct document failures in
the Offer Letter 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 Offer Letter shall remain in full force and effect.



1. The pre-amendment Offer Letter provides for severance on an involuntary termination or a change
of control. The parties did not intend to have any severance paid on a single trigger change of
control as stated in the Offer Letter but rather to have severance paid on an involuntary
termination whenever it occurs. Consequently, the separate reference to a “change of control (as
defined in the Company’s public filings)” in Section 11 of the Offer Letter shall be deleted and
Section 11 of the Offer Letter shall be replaced in its entirety with the following:





“If you are involuntarily terminated by the Company for any reason other than cause (as
“involuntary termination” is defined under Section 409A), the Company will provide salary
and benefit continuation (to the extent post-employment participation is permitted by its
benefit plans and programs) for twelve months. To receive any severance benefits provided
for under this Offer Letter, you must deliver to the Company a severance agreement and
release on the form the Company provides to you, which release must become irrevocable
within 60 days following the date of your 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 Section 13
to this Offer Letter; 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.”



 









 





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2. A new Section 13 shall be added to the Offer Letter 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 you in connection with
your employment termination is determined to constitute “nonqualified deferred
compensation” within the meaning of Section 409A of the Internal Revenue Code
of 1986 (“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.
	 
	 	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 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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	 	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 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, and the right to reimbursement or 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: 

Title:

	 	/s/ David Schmid
 

VP of 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 Offer Letter 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/ Walter D. Hosp
 

Walter D. Hosp

	 	Date: December 30, 2010