EX-10.13












Exhibit 10.13




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]
	 
	 	 
	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 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




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	 	 	 	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.
	 
	 	•	 	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, or (ii) 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 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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