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Note 12 - Transactions with Officers, Related Parties and Others
12 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
12. Transactions with Officers, Related Parties and Others
 
(a) Public Consulting Group, Inc.
 
Subsequent to the Company’s acquisition of Benefits Solutions Practice Area (“BSPA”) from Public Consulting Group, Inc. (“PCG”) in 2006, HMS has entered into subcontractor agreements with PCG, pursuant to which the Company provides cost containment services. In February 2013, HMS further amended and extended the Company’s Master Teaming and Non-Compete Agreements with PCG, first entered into in September 2006, and (ii) Supplementary Medicaid RAC Contract Teaming and Confidentiality with PCG, first entered into in July 2011. Both of these agreements expired on December 31, 2013.
 
For the year ended December 31, 2013, revenue recognized under subcontractor agreements with PCG was $0.4 million. No revenue was recognized during 2015 and 2014. As of December 31, 2015 and 2014, no accounts receivable were outstanding related to these subcontract agreements with PCG.
 
In connection with the BSPA acquisition, HMS entered into an Intercompany Services Agreement (“ISA”) with PCG to allow each party to perform services for the other, such as information technology support and contractual transition services. Services performed under the ISA were billed at pre-determined rates specified in the ISA. No significant services were rendered by PCG under the ISA during 2015 and 2014. For the year ended December 31, 2013, services rendered by PCG under the ISA were valued at approximately $42,000. For the year ended December 31, 2015, HMS did not render services to PCG. For the years ended December 31, 2014 and 2013, HMS services rendered to PCG were valued at approximately $21,000 and $70,000, respectively.
 
Since the BSPA acquisition, amounts collected by or paid on the Company’s behalf by PCG are reimbursed to PCG at cost. For the years ended December 31, 2015 and 2014, HMS did not owe any amount to PCG.
 
(b) Employment Agreements
 
Effective March 1, 2013, and as amended on April 30, 2013 and January 20, 2015, HMS entered into an Executive Employment Agreement with William C. Lucia, the Company’s President and Chief Executive Officer, with a termination date of February 28, 2018 (the “Agreement”). Mr. Lucia is eligible to receive bonus compensation from the Company in respect of each calendar year (or portion thereof) during the term of his employment, in each case as may be determined by the Company’s Compensation Committee in its sole discretion on the basis of performance or such other criteria as may be established from time to time by the Compensation Committee in its sole discretion. Mr. Lucia’s annualized base salary remains at $650,000 and his target bonus remains at 100% of his base salary.
 
If the Company terminates Mr. Lucia’s employment without Cause (as defined in the Agreement), in connection with a Change in Control (as defined in the Agreement) or otherwise, or if his employment ceases because of his disability or if he terminates his employment with Good Reason (as defined in the Agreement), then provided Mr. Lucia executes and does not revoke a separation agreement and release and complies with certain restrictive covenants, he will be entitled to receive cash severance in an amount equal to (i) 24 times his monthly base salary paid ratably in equal installments over a 24 month period, (ii) twice a bonus component that will vary depending upon whether the bonus for the year of termination is intended to be performance-based compensation and the performance is satisfied or whether the bonus is under a different program, in which case it will be his target bonus and will be paid on the same schedule as (i) above, and (iii) continued health coverage for 24 months or until he becomes eligible for health coverage from another employer, whichever is earlier.
 
If the Company terminates Mr. Lucia’s employment without Cause or Mr. Lucia resigns for Good Reason, Mr. Lucia will be treated as continuing in service for the purposes of the vesting of any equity award until the earliest of: (i) the end of the Noncompetition Period (as defined in Mr. Lucia’s Noncompetition, Nonsolicitation, Proprietary and Confidential Information and Developments Agreement with the Company (the “Restrictive Covenants Agreement”)), (ii) the last of the applicable vesting dates under such awards, or (iii) the termination or violation of the Restrictive Covenants Agreement. Additionally, if the Company terminates Mr. Lucia’s employment without Cause or Mr. Lucia resigns for Good Reason, and a Change in Control occurs within six months following such termination, then with respect to any equity awards outstanding or deemed to be outstanding, or canceled or forfeited as a result of Mr. Lucia’s termination or such Change in Control, Mr. Lucia will receive a cash payment equal to the excess of the amount he would have received for such equity awards if he were continuing in service as of the date of the Change in Control and terminated immediately thereafter over the amount actually received, paid in a single lump sum payment at the time provided in the Agreement.
 
In addition, under the terms of HMS employment agreements with the Company’s other executive officers, under certain circumstances, HMS could be required to provide severance in an amount equal to 12 times his/her monthly base salary plus a lump sum amount equal to 12 times the difference between the monthly COBRA coverage premium for the same type of medical and dental coverage the executive is receiving as of the date his/her employment ends and his/her then monthly employee contribution, which amount may be used for any purpose.