HEALTHCARE SERVICES, INC. AMENDED AND RESTATED STOCK OPTION PLAN

Exhibit 10.1

HEALTHCARE SERVICES, INC.

AMENDED AND RESTATED STOCK OPTION PLAN

     HEALTHCARE SERVICES, INC, a Delaware corporation (the “ Company ”), has adopted this Healthcare Services, Inc. Amended and Restated Stock Option Plan (as the same may be amended from time to time, the “ Plan ”), on February 22, 2006, for the benefit of its eligible employees, directors and outside consultants. The Plan amends and restates the Company’s Stock Option Plan adopted on December 29, 2005. The Plan, and offers and sales of securities pursuant hereto, are intended to meet the requirements of, and qualify under, Rules 701 and 506 promulgated under the Securities Act, as such rules may be amended from time to time, and offers and sales of securities pursuant hereto are therefore intended to be exempt from the registration requirements of the Securities Act. The Plan is effective as of December 1, 2003 (the “ Effective Date ”).

     The purpose of the Plan is to enable the Accretive Companies to obtain and retain the services of key employees, corporate directors and outside consultants considered essential to the long-range success of the Company by offering them an opportunity to acquire stock in the Company.

ARTICLE I
DEFINITIONS

      General . Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise.

      1.1 Accretive Companies. “Accretive Companies” shall mean the Company and its Subsidiaries, as they exist from time to time.

      1.2 Acknowledgement. “Acknowledgement” shall mean a written agreement executed by a Participant pursuant to which such Participant acknowledges and agrees that an Award made to such Participant is subject to the terms and conditions of the Plan.

      1.3 Administrator . “Administrator” shall mean the Compensation Committee of the Board or, at the sole discretion of the Board, such other Committee as the Board may designate.

      1.4 Award . “Award” shall mean an award of an Option granted under the Plan.

      1.5 Award Agreement . “Award Agreement” shall mean a written agreement executed by an authorized officer of the Company and the Participant (including without limitation an offer letter or an employment agreement which has been accepted by an employee) which shall contain such terms and conditions with respect to an Award as the Administrator or the Chief Executive Officer of the Company shall determine, consistent with the Plan.

      1.6 Board . “Board” shall mean the Board of Directors of the Company.

      1.7 Capital Stock . “Capital Stock” shall mean, collectively, the Common Stock and the Preferred Stock.

      1.8 Cause . “Cause” shall mean, as determined in the good faith judgment of the Board, commission by the Participant of (a) a felony, (b) an act or omission constituting dishonesty, disloyalty, moral turpitude or professional misconduct with respect to the Company or its affiliates, (c) an act or omission constituting fraud against the Company or its affiliates, or (d) a material breach of the Plan or an Award Agreement.

      1.9 Change of Control . “Change of Control” shall mean (A) the consummation of any consolidation or merger of the Company where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than fifty percent (50%) of the voting shares of the company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company to a Third Party Purchaser, (C) any sale of a majority of the voting shares of the Company to a Third Party Purchaser or (D) any liquidation or dissolution of the Company.

     Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred if in the event of a recapitalization, consolidation or merger (including a reverse merger) of the Company, (i) persons who, as of the date immediately prior to such recapitalization, consolidation or merger, constitute the Company’s Board of Directors (the “ Incumbent Directors ”) constitute at least a majority of the Board of Directors following such recapitalization, consolidation or merger and (ii) the Chief Executive Officer of the Company as of the date hereof remains as the Chief Executive Officer of the Company and a member of the Board of Directors following such recapitalization, consolidation or merger.

      1.10 Code . “Code” shall mean the Internal Revenue Code of 1986, as amended.

      1.11 Committee . “Committee” shall mean any committee of the Board duly appointed by the Board.

      1.12 Common Stock . “Common Stock” shall mean all classes of common stock of the Company, $0.01 par value per share.

      1.13 Exchange Act . “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

      1.14 Fair Value . “Fair Value” of a Share as of a particular date means:

          (a) if any class of Common Stock is listed on an established stock exchange or exchanges (including for this purpose, the NASDAQ National Market), the arithmetic mean of the highest and lowest sale prices of such Common Stock for such trading day on the primary exchange upon which such Common Stock trades, as measured by volume, as published in The Wall Street Journal, or, if no sale price was quoted for such date, then as of the next preceding date on which such a sale price was quoted; or

          (b) if no class of Common Stock is then listed on an exchange or the NASDAQ National Market, the average of the closing bid and asked prices per share for any class of Common

Stock in the over-the-counter market on such date (in the case of (a) or (b), subject to adjustment as and if necessary and appropriate to set an exercise price not less than 100% of the fair market value of a Share on the date an Award is granted); or

          (c) if no class of Common Stock is then listed on an exchange or quoted in the over-the-counter market, an amount determined to be the fair market value of a Share by the Administrator in good faith and in a manner established by the Board from time to time, taking into account such factors as the Board, in its exercise of good faith discretion, shall deem appropriate.

     Notwithstanding anything in the Plan to the contrary, the Fair Value of a Share as of a particular date shall be determined in a manner prescribed by Section 409A of the Code and guidance issued thereunder for determining the fair market value of service recipient stock. The Fair Value of rights or property other than Shares means the fair market value thereof as determined by the Administrator on the basis of such factors as it may deem appropriate.

      1.15 Option . “Option” shall mean a right granted to a Participant to purchase Shares at a specified price for a specified period of time, subject to the terms and conditions of the Plan.

      1.16 Option Period. “Option Period” means the period beginning on the date of grant of an Award and ending at the close of business on the tenth (10th) anniversary of such date of grant.

      1.17 Option Price. “Option Price” means the price at which Shares may be purchased under an Award as provided in Section 5.2 .

      1.18 Participant . “Participant” shall mean an employee, director or outside consultant of any Accretive Company who is granted an Award under the Plan. In addition, for purposes of the repurchase provisions of Sections 5.9 , 5.10 and 10.6 , “Participant” shall also be deemed to include any Person who acquires any Award, any Shares or any interest in any Award or any Shares pursuant to a Disposition in accordance with Section 6.2(ii) or by will or by the laws of descent and distribution or by a designation of Beneficiary effective upon the death of a Participant.

      1.19 Person . “Person” shall mean any individual, entity or group, within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding (a) the Accretive Companies, (b) any employee stock ownership or other employee benefit plan maintained by the Company and (c) an underwriter or underwriting syndicate that has acquired the Company’s securities solely in connection with a public offering thereof.

      1.20 Preferred Stock . “Preferred Stock” shall mean all classes of preferred stock of the Company, $0.01 par value per share.

      1.21 Public Market . “Public Market” shall mean a market for the common stock of the Company that shall be deemed to exist at such time as the common stock of the Company has been sold to the public pursuant to one or more registration statements filed with, and declared effective by, the federal Securities and Exchange Commission in accordance with the Securities Act.

      1.22 Securities Act . “Securities Act” shall mean the Securities Act of 1933, as amended.

      1.23 Series C Common Stock . “Series C Common Stock” shall mean the Series C non- voting common stock of the Company, par value $0.01 per share, as adjusted pursuant to Section 2.3 .

      1.24 Shares. “Shares” means shares of Series C Common Stock issued or issuable upon exercise of an Award granted under the Plan, along with such other securities (including additional shares of Series C Common Stock) issued or issuable to a Participant (either prior to or subsequent to exercise of an Award) with respect to shares of Series C Common Stock issued or issuable upon exercise of an Award, as a result of stock subdivision, stock combination or any other form of recapitalization or a similar transaction affecting the Company’s securities.

      1.25 Stockholders Agreement . “Stockholders Agreement” means the Second Amended and Restated Stockholders’ Agreement dated as of December 1, 2005, as amended from time to time, by and among the Company and certain of its stockholders.

      1.26 Subsidiary . “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

      1.27 Third Party Purchaser . “Third Party Purchaser” means any Person or group of Persons, none of whom is, immediately prior to the subject transaction, a stockholder of the Company or an Affiliate of a stockholder of the Company.

      1.28 Vesting Restrictions . Notwithstanding anything in the Plan to the contrary, any Share(s) received upon the exercise of an unvested Option shall be subject to “Vesting Restrictions”, which Vesting Restrictions shall lapse on the date on which the Option (or the applicable portion thereof) exercised to acquire such Share(s) vests pursuant to Section 5.3 .

ARTICLE II
SHARES SUBJECT TO PLAN

      2.1 Shares Subject to Plan . The shares of stock subject to Awards shall be Series C Common Stock. The aggregate number of Shares which may be issued upon exercise of any and all such Awards under the Plan shall not exceed 2,454,862 (subject to adjustment as provided in Section 2.3 ). The Shares to be issued upon exercise of Awards granted under the Plan will be made available, at the discretion of the Administrator, either from authorized but unissued Shares or from previously issued Shares reacquired by the Company.

      2.2 Availability of Unissued Shares . Shares which are delivered by a Participant or withheld by the Company, in payment of the tax withholding thereon may again be awarded hereunder. Shares which are reacquired by the Company pursuant to the Plan will again become available for the grant of further Awards under the Plan as part of the Shares available under Section 2.1 .

      2.3 Adjustments . The grant of an Award will not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any

part of its business or assets. In the event of any Company stock dividend, stock split, reverse stock split, combination or exchange of shares, recapitalization or other change in the capital structure of the Company, corporate separation or division of the Company (including, but not limited to, a split-up, spin-off, split-off or distribution to Company stockholders other than a normal cash than dividend), sale by the Company of all or a substantial portion of its assets (measured either on a stand-alone or consolidated basis), reorganization, rights offering, a partial or complete liquidation, or any other corporate transaction or event involving the Company and having an effect similar to any of the foregoing, then the Administrator may adjust or substitute, as the case may be, the number of Shares available for Awards under the Plan, the number of Shares covered by outstanding Awards, the exercise price per Share of outstanding Options, and any other characteristics or terms of the Awards as the Administrator shall deem necessary or appropriate to reflect equitably the effects of such changes to the Participants.

      2.4 Reservation of Shares . The Company, during the term of the Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

ARTICLE III
GRANTING OF AWARDS

      3.1 Grant . Either the Administrator or the Chief Executive Officer shall have authority to grant Awards under the Plan at any time or from time to time. However, the Chief Executive Officer shall not have the authority to grant an Award under the Plan to herself. An Award of Options shall entitle the Participant to receive Shares upon the exercise of such Options, subject to the Participant’s satisfaction in full of any conditions, restrictions or limitations imposed in accordance with the Plan or the applicable Award Agreement (the terms and provisions of which may differ from other Award Agreements) including without limitation, payment of the Option Price.

      3.2 Award Agreement . The grant of an Award shall occur as of the date the Administrator or the Chief Executive Officer determines. However, the Chief Executive Officer shall not have the authority to determine the grant date of any Award under the Plan to herself. Each Award Agreement (and Acknowledgement, if applicable) shall be in such form as is approved by the Board from time to time, shall embody the terms and conditions of such Option and shall be subject to the express terms and conditions set forth in the Plan. Such Award Agreement shall become effective upon execution by the Company and the Participant.

      3.3 Eligibility .

          (a) Options may be awarded to any employee, director or outside consultant of any Accretive Company (including persons who have previously received other Awards under the Plan) as in the Administrator’s or Chief Executive Officer’s opinion should be granted Options.

          (b) The selection of Award recipients from the pool of eligible employees, directors and outside consultants of any Accretive Company shall be within the sole and absolute discretion of the Administrator or the Chief Executive Officer; provided , however , that the Chief Executive Officer shall not have the authority to grant an Award under the Plan to herself. No

Participant shall be allowed to purchase or receive Shares under the Plan unless such Person has executed an Award Agreement and, if the Participant does not expressly acknowledge and agree in the Award Agreement that the Award made to such Participant thereunder is subject to the terms and conditions of the Plan, an Acknowledgement with respect to such Award.

ARTICLE IV
ADMINISTRATION

      4.1 Administration of the Plan . The Plan will be administered by the Board and the Administrator. The Board may change the Administrator of the Plan, in its sole discretion; provided , however , that a majority of the members of any Committee serving as the Administrator shall consist of directors who are not also employees of an Accretive Company.

      4.2 Duties and Powers of Administrator . It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the authority to interpret the Plan and the agreements pursuant to which Awards are granted or awarded, to adopt such rules and regulations for the administration, interpretation, and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules, and to make any other determinations which it believes necessary or advisable for the administration of the Plan. The Administrator and the Chief Executive Officer shall each have the power to select the eligible employees, directors or outside consultants of the Accretive Companies to be granted Options, to determine the number of shares to be subject to the Option to be granted to each eligible Person selected and to determine the time or times when Options will be granted. However, the Chief Executive Officer shall not have any of these powers with respect to any grant of Options to herself. Any such grant or award under the Plan need not be the same with respect to each Participant. The Board may at any time and from time to time exercise any and all rights and duties of the Administrator under the Plan.

      4.3 Majority Rule; Unanimous Written Consent . The Administrator shall act by a majority of its members in attendance at a meeting at which a quorum is present or by a memorandum or other written instrument signed by all members of the Administrator.

      4.4 Good Faith Actions . All actions taken and all interpretations and determinations made by the Administrator, the Chief Executive Officer or the Board (if the Board is not the Administrator) in good faith shall be final and binding upon all Participants, the Company and all other interested parties with respect to all matters relating to the Plan or any Award under the Plan. None of the Chief Executive Officer, members of any Committee appointed as Administrator or, as applicable, the Board, shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Awards.

      4.5 At Will Employment . Nothing in the Plan or in any Award Agreement (or Acknowledgement, if applicable) hereunder shall confer upon any Participant any right to continue in the employ of the Accretive Companies or shall interfere with or restrict in any way the rights of any Accretive Company, which rights are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written employment agreement between the Participant and the Company and/or any Subsidiary.

ARTICLE V
TERMS AND CONDITIONS; METHOD OF EXERCISE

      5.1 Option Period . An Award shall be exercisable pursuant to the terms hereunder during the Option Period with respect thereto. The unexercised portion of the Award shall immediately expire and be deemed forfeited at the close of business on the tenth (10th) anniversary of the date of grant of such Award.

      5.2 Option Price . The Option Price per Share purchasable under an Award shall be determined by the Board or the Administrator in good faith and shall be set forth in the Award Agreement (or, if not set forth therein, the Acknowledgment related thereto); provided , however , that the Option Price per Share shall not be less than the Fair Value per Share on the date the Award is granted. It is the intent of the Company that each Award granted hereunder shall be granted with an Option Price that, as of the date of grant of such Award, is equal to or greater than the fair market value of a Share. If it is determined by the Administrator, the Board, any court of competent jurisdiction or any governmental authority that the Option Price of an Award on the date such Award was granted was less than the fair market value of a Share, then the Option Price for such Award shall be amended for all purposes to equal an amount equal to the fair market value of a Share on the date of such grant.

      5.3 Vesting of Awards . Unless otherwise prescribed in an Award Agreement, Acknowledgement, employment or other written agreement between the Company and a Participant, all Options granted with respect to an Award which have not been previously forfeited shall vest ratably on each of the first four (4) anniversaries of the date of grant of such Award. In addition, the Administrator may at any time accelerate the vesting of any Award. Where terms of vesting are set forth in an Award Agreement, Acknowledgement, employment or other written agreement between the Company and a Participant, the terms of that agreement shall govern the vesting of the applicable Award and shall supersede the provisions of this Section 5.3 .

      5.4 Exercisability . Awards shall be exercisable (to the extent not expired or forfeited) at any time during the Option Period. A Participant may make the election permitted under Section 83(b) of the Code (“ Section 83(b) Election ”), to include in gross income in the taxable year in which the Share(s) subject to Vesting Restrictions are transferred to him or her, the Fair Value of each such Share at the time of transfer, less the Option Price for such Share, notwithstanding that such Share is subject to a substantial risk of forfeiture within the meaning of the Code, or he or she may elect to include in gross income the Fair Value of the Share(s) subject to Vesting Restrictions, less the Option Price for such Share(s), as of the date on which such Vesting Restrictions lapse. Each Section 83(b) Election shall be subject to the following conditions: (i) the Participant’s election must be made on or before the date on which the amount of tax to be withheld is determined and (ii) the Participant’s election shall be irrevocable. If a Participant makes a Section 83(b) Election, such Participant shall notify the Company of such election within ten (10) days of filing the notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code. During a Participant’s lifetime, Awards shall only be exercisable by the Participant or, in the event the Participant is declared incompetent, the Participant’s legally appointed representative.

      5.5 Method of Exercise . A Participant may exercise an Award, to the extent then exercisable, in whole or in part, at any time during the Option Period by the Participant’s giving written notice of exercise on a form provided by the Administrator (if available) to the Company specifying the number of Shares subject to the Award to be purchased. Such notice shall be accompanied by payment in full of the purchase price by cash or check or such other form of payment as the Company may accept. If approved by the Administrator, payment in full or in part may also be made (i) by delivering Shares already owned by the Participant for a period of at least six (6) months prior to paymen