Exhibit 102


		
			Change Healthcare Inc.
		

		
			424 Church Street, Suite 1400
		

		
			Nashville, Tennessee37219
		

		
			﻿
		

		
			April 24, 2022
		

		
			﻿
		

		
			Dear Stock Option Participant:
		

		
			﻿
		

		
			The Compensation Committee of the Board of Directors (the “Compensation Committee”) of Change Healthcare Inc. (the “Company”) has decided to modify the vesting terms applicable to the performance-vesting Options (the “Performance Options”) granted to you in 2017 and/or 2018 under the HCIT Holdings Amended and Restated 2009 Equity Incentive Plan.  The changes are intended to make it more likely that you will become vested in your Performance Options by providing an additional, service-based, opportunity to become vested in your Performance Options. Capitalized terms used but not defined in this letter shall have the meanings ascribed such terms in your Nonqualified Performance-Vesting Stock Option Agreement (the “Option Agreement”). 
		

		
			
		

		
			As you know, these Performance Options currently vest and become exercisable,  subject to your continued Employment through the applicable vesting date, such that:   
		

		
			﻿
		

			
	
			
				(i)
			

			
	
			
			One-third of the Performance Options shall vest and become exercisable on the earlier to occur of either (each, an “Exit Event”):




		
			﻿
		

		
			(A) the date (x) affiliates of Blackstone sell more than 25% the JV Shares held by them and (y) McKesson distributes more than 50% of its JV Shares, or 
		

		
			﻿
		

		
			(B) McKesson and affiliates of Blackstone, collectively, sell more than 25% of their JV Shares.
		

		
			﻿
		

			
	
			
				(ii)
			

			
	
			
			One-third of the Performance Options shall vest and become exercisable on the first anniversary of the Exit Event.




		
			﻿
		

			
	
			
				(iii)
			

			
	
			
			One-third of the Performance Options shall vest and become exercisable on the second anniversary of the Exit Event.




		
			﻿
		

		
			In order to make it more likely that your Performance Options will vest, the Compensation Committee has determined to add a service-based vesting condition to the Performance Options.  Specifically, your Performance Options will also be eligible to vest and become exercisable,  subject to your continued Employment through the applicable vesting date, as follows:
		

		
			﻿
		

		
			 (i) One-third of the Performance Options shall vest and become exercisable on June 30, 2022.
		

		
			﻿
		

		
			(ii) One-third of the Performance Options shall vest and become exercisable on June 30, 2023.
		

		
			﻿
		

		
			(iii) The remaining one-third of the Performance Options shall vest and become exercisable on June 30, 2024.
		

		

		

		 

 

		﻿
		

		
			The Compensation Committee believes that this will ensure that you have an opportunity to realize the value of your Performance Options even if an Exit Event does not occur.
		

		
			﻿
		

		
			Except as provided in this letter, the Option Agreement shall remain unchanged and continue in full force and effect. If you have any questions, please reach out to the Equity team at Long-termincentive @changehealthcare.com.
		

		
			﻿
		

		
			﻿
		

		
			Sincerely,
		

		
			﻿
		

		
			Change Healthcare Inc. 
		

		
			
/s/ Neil de Crescenzo
		

		
			Neil de Crescenzo
		

		
			President and Chief Executive Officer
		

		
			﻿
		

		
			﻿