HEALTHCARE SERVICES, INC. RESTRICTED STOCK AGREEMENT

Exhibit 10.9

HEALTHCARE SERVICES, INC.

RESTRICTED STOCK AGREEMENT

     This RESTRICTED STOCK AGREEMENT (“Agreement”) is made as of the 7th day of November, 2004 (“Effective Date”), by and between HEALTHCARE SERVICES, INC., a Delaware corporation (the “Company”), and Ascension Health, a Missouri not-for-profit corporation (the “Recipient”). For purposes of this Agreement, the “Effective Date” shall be the date upon which company and Recipient execute the first Affiliate Schedule to the Master Services Agreement entered into by and between Company and Recipient dated as of October 14, 2004.

     Section 1. Grant of Equity Rights .

     Upon the Effective Date, the Company shall grant to the Recipient subject further to the terms and conditions herein set forth, 902,374 shares (hereinafter referred to as, the “Initial Grant”) of the Company’s Class B Common Stock, par value $0.01 per share. The Company represents that this Initial Grant represents 5% of the outstanding Common Stock of the Company on a Fully Diluted Basis as of the Effective Date of this Agreement. For purposes of this Agreement, the term “Fully Diluted Basis” shall mean from time to time, that all granted or issued options and warrants, common stock, preferred stock and other securities convertible into Common Stock, and other rights to acquire shares of Common Stock shall be accounted for as if all such rights have been exercised and all securities convertible into or exchangeable for shares of Common Stock have been converted or exchanged that are outstanding from time to time.

     Upon the Effective Date, Company also hereby agrees to grant to Recipient warrants to acquire up to 902,374 shares of the Company’s Class B Common Stock in exchange for the rights and services provided for in Section 2 below (hereinafter referred to as the “Supplemental Grant”) in the form attached hereto as Exhibit B (the “Supplemental Warrant”).

     Section 2. Services to Company.

     In exchange for the Initial Grant, Recipient and its Affiliates shall provide services to Company in the form of an “operational laboratory” and related start-up consulting services relative to the services which Company is developing for its prospective clients.

     Recipient shall be permitted to obtain all, or some portion of the Supplemental Grant, in exchange for the use of its intellectual property and trademarks, as provided for below, and the delivery of future services relating to the demonstration of Company’s services to future clients (other than Recipient or its Affiliates) as more fully set forth in the Supplemental Warrant.

     Section 3. Terms and Conditions .

     It is understood and agreed that the grant of restricted stock pursuant to this Agreement is subject to the following terms and conditions:

          (a) Date of Grant . Any references to the “date of grant” herein shall mean the Effective Date.

          (b) Expiration Date . This Restricted Stock Agreement shall expire at the close of business on the tenth anniversary of the Effective Date after which neither party shall have any continuing obligation hereunder.

          (c) Vesting . All Restricted Stock granted under this Agreement shall be deemed immediately vested upon issuance.

          (d) Dilution Protection . In the event that the Company issues additional stock or rights to purchase stock or securities convertible into or exchangeable for stock (“Additional Stock”) so that the Restricted Stock granted to the Company pursuant to the Initial Grant no longer represents 5% of the Company’s outstanding stock on a Fully Diluted Basis, the Company grants Recipient the following additional rights:

               (i) If the Additional Stock is granted at a price less than $1.12 per Common Share Equivalent, then Recipient shall be granted warrants for the purchase of additional Class B Common Stock at the price of $.01 per share in sufficient number to maintain its 5% ownership interest in Company (“Protection Warrant”) on a Fully Diluted Basis.

               (ii) If the Additional Stock is granted at a price equal to or greater than $1.12 per Common Share Equivalent, then Recipient shall be granted warrants as provided for in (d)(i) above up to the first $45 million in capital investment in the Company. In the event that the Protection Warrant is insufficient to preserve Recipient’s 5% interest in the Company, Recipient shall be granted additional warrants for the purchase of Class B Common Stock at a price equal to the Common Share Equivalent Price of the Additional Stock then issued (the “Additional Warrant”). The number of shares issuable pursuant to the Additional Warrant shall be sufficient in number to permit Recipient to maintain a 5% ownership interest in the Company on a Fully Diluted Basis when all warrants are fully exercised.

          (e) Compliance with Laws and Regulations . This Agreement, and the obligations of the Company hereunder, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

          (f) Withholding Taxes . The Recipient shall pay to the Company, or make provision satisfactory to the Board of the Company for the payment of, any taxes of any kind required by law to be payable by Recipient in respect of the Restricted Stock, no later than the date of the event creating the tax liability; provided, however, Recipient shall not have to pay such taxes until they become due and payable. The Company shall, to the extent permitted by law, have the right to deduct any such tax obligations from any payment of any kind otherwise due to the Recipient.

          (g) Definition . For purposes of this Agreement, “Common Share Equivalent” shall mean that all securities convertible into or exchangeable for Common Stock, and all rights to acquire Common Stock, shall be deemed to have been so converted, exchanged, or acquired when calculating the share price.

     Section 4. Use of Mark .

     Recipient hereby consents to the Company’s use of Recipient’s name and logo (“Mark”) in conjunction with the Company’s marketing of Services. This consent extends to the Company’s affiliates, subsidiaries, agents and representatives. Recipient hereby grants to the Company for the term of this Agreement a non-exclusive, nontransferable license to use the Mark to promote the Company’s services. The Company agrees that the nature and quality of all uses of the Mark by the Company shall conform to standard and be under the control of Recipient and Recipient must approve such uses, which approval shall not be unreasonably withheld. The Company agrees to use the Mark only in the form and manner and with appropriate legends as prescribed from time to time by Recipient. This license may be sub-licensed to the Company’s affiliates, subsidiaries, agents and representatives for the purposes of promoting the Company’s services.

     Section 5. Investment Representation .

     Recipient: (i) is acquiring the Restricted Stock for Recipient’s own account, for investment only and not with a view to the distribution, resale or transfer thereof, and as the sole record and beneficial holder thereof; (ii) is acquiring such Restricted Stock without any intention of reselling or distributing such Restricted Stock except in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”) and rules and regulations promulgated thereunder and applicable state securities laws and regulations and (iii) agrees that the Restricted Stock shall not be sold, pledged, hypothecated, donated or otherwise transferred, whether or not for consideration, by Recipient and (x) unless they are registered under the Act and any applicable state securities law, or (y) upon receipt by the Company of a favorable opinion of counsel in a form reasonably acceptable to the Company, to the effect that any such transfer shall not be in violation of the Act, applicable state securities laws or any rules or regulations promulgated thereunder, or (z) such transfer is to an Affiliate of Recipient which is approved by the Company (which approval shall not be unreasonably withheld). Recipient further understands and agrees that the Restricted Stock is subject to additional restrictions on transfer under the Plan and this Agreement, and that Recipient shall not transfer the Restricted Stock except following vesting of the same and in compliance with the restrictions on transfer and related terms, conditions and provisions set forth in the Plan and this Agreement

     Section 6. Recipient Bound by Plan .

     The Recipient hereby acknowledges and agrees that in addition to the terms set forth in this Agreement the Restricted Stock is subject to and benefits from the terms and conditions of that certain Restricted Stock Plan of the Company (the “Plan”) a copy of which is attached hereto as Exhibit A and incorporated herein by this.

     Section 7. Notices .

     Any notice hereunder to the Company shall be addressed to Greg Kazarian, Secretary, HealthCare Services, Inc., d/b/a Accretive Health, 676 N. Michigan Avenue, Suite 3650, Chicago, IL 60611, and any notice hereunder to Recipient shall be addressed to the Recipient at

the following address, subject to the right of either party to designate at any time hereafter in writing some other address:

     Section 8. Binding Effect .

     This Agreement shall be binding upon the Company’s successors and assigns, and shall be binding and inure to the benefit of the Recipient and the Recipient’s heirs, executors, administrators, guardians, trustees, attorneys-in-fact and legal and personal representatives.

     Section 9. Governing Law .

     To the extent that state law shall not be preempted by any laws of the United States, this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

     Section 10. Tax Election .

     Recipient acknowledges that, Recipient is entitled (but not obligated) to make the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to each and every grant of Restricted Stock made to Recipient. Recipient agrees to indemnify and hold the Company harmless from any costs, expenses, claims, damages or causes of action (including, without limitation, any and all related costs and expenses) incurred by Recipient or Company resulting from or relating to Recipient’s making, failure to make or ineffectively making any election under Section 83(b) with respect to any grant. Should such election under Section 83(b) of the Code be made, the Recipient shall prepare such forms as are required to make such election.

     Section 11. Restrictions on Disposition of Restricted Stock .

          11.1 Restrictions on Disposition . Except as expressly provided in Sections 5 and 11.2 hereof, and notwithstanding the provisions of any other agreement which the Company and the Recipient are a party, or are bound under, until such time as there is a Public Market for the Common Stock of the Company, th