EX-10.14







Exhibit 10.14




RESTRICTED STOCK GRANT NOTICE AND AGREEMENT




          MedAssets, Inc. (the “Company”), pursuant to its Long Term Performance Incentive Plan
(the “Plan”), hereby grants to Holder the number of shares of the Restricted Stock set
forth below, pursuant the terms of this Restricted Stock Grant Notice and Agreement (this
“Grant Notice”). The Restricted Stock is subject to all of the terms and conditions as set
forth herein, as well as the terms and conditions of the Plan, all of which are incorporated herein
in their entirety. Capitalized terms not otherwise defined herein shall have the same meaning as
set forth in the Plan.




	 	 	 
	Holder:

	 	 
	 
	Date of Grant:

	 	 
	 
	Number of Shares of
	 	 
	Restricted Stock:

	 	                                        
	 
	Vesting Schedule:

	 	[Applicable vesting schedule to be inserted]
	 
	 	 
	Definitions:

	 	For purposes of this Grant Notice, the following terms shall be defined as set forth below:
	 
	 	 
	 

	 	“Cash EPS” means the Company’s fully-diluted net income per share of Stock, excluding (i) non-cash
acquisition-related intangible amortization, (ii) non-cash share-based compensation expense, and (iii)
certain Board-approved non-recurring items, each of which on a tax-adjusted basis.
	 
	 	 
	 

	 	“Performance Percentage” shall equal (a) [______] percent (%), if the Company achieves a [______] percent (%)
compounded annual growth rate of Cash EPS for the Performance Period; and (b) [______] percent (%) if
the Company achieves a [______] percent (%) or greater compounded annual growth rate of Cash EPS for the
Performance Period. In the event that the compounded annual growth rate of Cash EPS achieved for the
Performance Period is greater than [______] percent (%) but less than [______] percent (%), the
Performance Percentage shall be determined using a straight-line interpolation.
	 
	 	 
	 

	 	“Performance Period” means the [______] period ending on [______].
	 
	 	 
	Termination:

	 	In the event of Holder’s Termination (i) by the Employer for any reason other than Cause, (ii) by reason of
Holder’s death or Disability, or (iii) by Holder for any reason other than a Qualifying Retirement, (A) all
vesting with respect to the Restricted Stock shall cease, and (B) any unvested shares of Restricted Stock
shall be forfeited by Holder for no consideration.
	 
	 	 
	 

	 	In the event of Holder’s Termination by reason of a Qualifying Retirement, the Restricted Stock shall
continue to vest in accordance with its original vesting schedule as if no such termination had occurred.
	 
	 	 
	 

	 	In the event of Holder’s termination by the Employer for Cause, (i) all vesting with respect to the
Restricted Stock shall cease, (ii) any unvested shares of Restricted Stock shall be forfeited by the Holder
for no consideration, and (iii) any vested shares of Restricted Stock shall remain subject incentive
compensation clawback or recoupment policy then approved by the Company, as set forth below.
	 
	 	 
	Additional Terms:
	 	 







	 	•	 	The transfer restrictions described in Section 6(b) of the
Plan are incorporated herein by reference and made a part
hereof.
	 
	 	•	 	The Restricted Stock granted hereunder shall be registered
in Holder’s name on the books of the Company during such time
that the Restricted Stock remains unvested and for such
additional time that the Company deems appropriate.
Any certificates representing the vested Restricted Stock
delivered to Holder shall be subject to such stop transfer
orders and other restrictions as the Company may deem
advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any
stock exchange upon which such




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	 	 	 	shares are listed, and any
applicable federal or state laws, and the Company may cause
a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions as the
Company deems appropriate.
	 
	 	•	 	Holder shall be the record owner of the shares of
Restricted Stock until or unless such Restricted Stock is
forfeited, or otherwise sold or transferred in accordance
with the terms of the Plan, and as record owner shall
generally be entitled to all rights of a stockholder of the
Company with respect to the Restricted Stock; provided,
however, that the Company will retain custody of all
dividends and distributions, if any (“Retained
Distributions”), made or declared on the Restricted Stock
(and such Retained Distributions shall be subject to
forfeiture and the same restrictions, terms and vesting and
other conditions as are applicable to the Restricted Stock)
until such time, if ever, as the Restricted Stock with
respect to which such Retained Distributions shall have been
made, paid or declared shall have become vested, and such
Retained Distributions shall

 not bear interest or be
segregated in a separate account. As soon as practicable
following each applicable vesting date (and in no event later
than 2 1/2 months following the end of the calendar year in
which the applicable vesting date occurs), any applicable
Retained Distributions shall be delivered to
Holder.1
	 
	 	•	 	Upon vesting of the Restricted Stock (or such other time
that the Restricted Stock is taken into income), Holder will
be required to satisfy applicable withholding tax
obligations, if any, as provided in the Plan.
	 
	 	•	 	Holder acknowledges and agrees that, as a condition of the
grant of Restricted Stock hereunder, and in accordance with
Section 18(a) of the Plan, the Restricted Stock granted
hereunder will be forfeited, in the discretion of the
Committee in the event that (i) at any time during the term
of Holder’s employment with the Company, or prior to the
second (2nd) anniversary of Holder’s Termination for any
reason, the Committee in good faith determines that Holder
has committed a material breach of Holder’s employment or
post-employment obligations to the Company, (ii) following
completion of the Performance Period, the Committee
determines that the Company failed to achieve the applicable
compounded annual growth rate of Cash EPS during the
Performance Period that resulted in the vesting of Restricted
Stock as a result of Cash EPS being adjusted by the Committee
in connection with a restatement of the Company’s financial
statements for one (1) or more years of the Performance
Period, or (iii) any forfeiture event set forth in any
incentive compensation clawback or recoupment policy then
approved by the Company occurs. Holder further acknowledges
and agrees that the adoption or amendment of any such policy
shall in no event require the prior consent of Holder.
	 
	 	•	 	This Grant Notice does not confer upon Holder any right to
continue as service provider of the Company, the Employer or
their respective Affiliates.
	 
	 	•	 	This Grant Notice shall be construed and interpreted in
accordance with the laws of the State of Delaware, without
regard to the principles of conflicts of law thereof.
	 
	 	•	 	Holder agrees that the Company may deliver by email all
documents relating to the Plan or the Restricted Stock
(including, without limitation, a copy of the Plan) and all
other documents that the Company is required to deliver to
its security holders (including, without limitation,
disclosures that may be required by the Securities and
Exchange Commission). Holder also agrees that the Company
may deliver these documents by posting them on a website
maintained by the




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	 	 	 	Company or by a third party under contract
with the Company. If the Company posts these documents on a
website, it shall notify Holder by email.





*      *      *



THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN, AND, AS AN EXPRESS
CONDITION TO THE GRANT OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS THIS GRANT
NOTICE AND THE PLAN.




	 	 	 	 	 	 	 	 	 	 	 
	MEDASSETS, INC.	 	 	 	HOLDER	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 





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