4. **Consideration**.          (a) In consideration for Executive’s agreement to mutually terminate the Employment Agreement,to fully release Company from any and all Claims as described below, and the other duties andobligations of Executive contained herein, Company will, subject to ordinary and lawful deductionsand Sections 4(b) and (c) below:          (i) Pay severance to Executive in the form of salary continuation for the twelve (12)months immediately following the Termination Date (“Severance Period”). Such payments shallbe made in accordance with Company’s standard pay practices in an amount equal to SevenThousand Three Hundred Seven and 69/100 dollars ($7,307.69) per bi-weekly pay period fortwenty-six (26) pay periods following Executive’s Termination Date, except that no paymentsshall be made during the period that begins immediately after the Termination Date and endson the earlier of (i) Executive’s death or (ii) six months after the Termination Date. Thepayments that would otherwise have been made in such period shall be accumulated and paid ina lump sum on the first bi-weekly pay period after the end of such period.          (ii) Continue after the Termination Date any health care (medical, dental and vision)plan coverage, other than under a flexible spending account, provided to Executive andExecutive’s spouse and dependents at the Termination Date for the Severance Period, on amonthly or more frequent basis, on the same basis and at the same cost to Executive asavailable to similarly-situated active employees during such Severance Period, provided thatsuch continued coverage shall terminate in the event Executive becomes eligible for any suchcoverage under another employer’s plans.          (iii) Pay an amount equal to Executive’s actual earned full-year bonus for the yearthat includes the Termination Date, pro rated based on the number of days Executive wasemployed for such year on and before the Termination Date, payable at the time Executive’sannual bonus for such year otherwise would have been paid had Executive continuedemployment. Payment of a pro rated portion of Executive’s target bonus hereunder isdependent upon the Company’s achievement of a certain level of 2009 consolidated Companyadjusted EBITDA established by the Compensation Committee and Executive’s performance withrespect to certain individual performance objectives for 2009 established by theCompensation Committee. Payment of a pro rated portion of Executive’s maximum bonushereunder is dependent upon the Company’s achievement of a certain higher (than target)level of 2009 consolidated Company adjusted EBITDA established by the Compensation Committeeand Executive’s performance with respect to certain individual performance objectives for2009 established by the Compensation Committee.          (iv) Vest in full, effective as of the date upon which the revocation period for therelease described in Section 4(b) below expires without Executive having elected to revokethe release, Executive’s outstanding unvested options, restricted stock and otherequity-based awards that would have vested based solely on the continued employment ofExecutive. Additionally, all of Executive’s outstanding stock options shall remainoutstanding until the earlier of (i) one year after the Termination Date or (ii)
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the original expiration date of the options (disregarding any earlier expiration dateprovided for in any other agreement, including without limitation any related grantagreement, based solely on the termination of the Executive’s employment).          (v) Payment of one year of outplacement services from Executrak or an outplacementservice provider of Executive’s choice, limited to $20,000 in total. This outplacementservices benefit will be forfeited if Executive does not begin using such services within 60days after the Termination Date.          (b) Notwithstanding anything else contained herein to the contrary, no payments shall be madeor benefits delivered under this Agreement (other than payments required to be made by Companypursuant to Section 5 below) unless: (i) Executive has signed and delivered to Company a Releasein the form attached hereto as Exhibit A (the “Release”); and (ii) the applicablerevocation period under the Release has expired without Executive having elected to revoke theRelease. Executive agrees and acknowledges that Executive would not be entitled to theconsideration described herein absent execution of the Release. Any payments to be made, orbenefits to be delivered, under this Agreement (other than the payments required to be made byCompany pursuant to Section 5 below and the vesting of outstanding unvested options, restrictedstock and other equity-based awards as set forth in Section 4(a)(iv) above) within the thirty (30)days after the Termination Date shall be accumulated and paid in a lump sum on the first bi-weeklypay period occurring more than thirty (30) days after the Termination Date, provided Executivedelivers the signed Release to Company and the revocation period thereunder expires withoutExecutive having elected to revoke the Release.          (c) As a further condition to receipt of the payments and benefits in Section 4(a) above,Executive also waives any and all rights to any other amounts payable to her upon the terminationof her employment relationship with Company, other than those specifically set forth in thisAgreement, including without limitation any severance, notice rights, payments, benefits and otheramounts to which Executive may be entitled under the laws of any jurisdiction and/or the EmploymentAgreement, and Executive agrees not to pursue or claim any such payments, benefits or rights.     5. **Other Benefits**.          Nothing in this Agreement or the Release shall:          (a) alter or reduce any vested, accrued benefits (if any) Executive may be entitled toreceive under any 401(k) plan established by Company;          (b) affect Executive’s right (if any) to elect and (subject to Section 4(a)(ii) above)pay for continuation of Executive’s health insurance coverage under Company’s health planspursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (C.O.B.R.A.), asamended, and to receive any C.O.B.R.A. subsidy for such coverage that may be availablepursuant to applicable law;          (c) affect Executive’s right (if any) to receive (i) any base salary that has accruedthrough the Termination Date and is unpaid, (ii) any reimbursable expenses
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that Executive has incurred before the Termination Date but are unpaid and (iii) anyunused paid time off days to which Executive will be entitled to payment, all of which shallbe paid as soon as administratively practicable (and in any event within thirty (30) days)after the Termination Date;          (d) alter or reduce the vested benefits to which Executive is entitled under Company’smanagement incentive plan (“MIP”), which shall be paid in accordance with the MIP andExecutive’s applicable performance unit agreement; or          (e) affect Executive’s right to continue to receive her base salary and benefitsthrough the Termination Date, as in effect as of the date hereof, which base salary andbenefits will continue through the Termination Date, except with respect to any changes inbenefits that are applicable generally to the other executives of Company.     6. **Confidentiality of Agreement Terms**. Except as otherwise expressly provided in thisparagraph, Executive agrees that the terms, conditions and amount of consideration set forth inthis Agreement (including the Exhibits hereto) are and shall be deemed to be confidential andhereafter shall not be disclosed by Executive to any other person or entity. The only disclosuresexcepted by this paragraph are (a) as may be required by law; (b) Executive may tell prospectiveemployers the dates of Executive’s employment, positions held, evaluations received, Executive’sduties and responsibilities and salary history with Company; (c) Executive may disclose the termsand conditions of this Agreement to Executive’s attorneys and tax advisers; and (d) Executive maydisclose the terms of this Agreement to Executive’s spouse, if any; provided, however, that anyspouse, attorney or tax adviser learning about the terms of this Agreement must be informed aboutthis confidentiality provision, and Executive will be responsible for any breaches of thisconfidentiality provision by her spouse, attorneys or tax advisers to the same extent as ifExecutive had directly breached this agreement. Executive acknowledges that Company may berequired by law to disclose information about this Agreement and its terms.     7. **Restrictive Covenants**.          (a) Definitions. For purposes of this Agreement, the following terms shall have thefollowing respective meanings:          (i) “Business of Company” means services to: (A) identify clients’ erroneous orimproper payments; (B) assist clients in the recovery of monies owed to them as a result ofoverpayments and overlooked discounts, rebates, allowances and credits; and (C) assistclients in the improvement and execution of their procurement and payment processes.          (ii) “Confidential Information” means any information about Company and its employees,customers and/or suppliers which is not generally known outside of Company, which Executivelearned in connection with Executive’s employment with Company, and which would be useful tocompetitors or the disclosure of which would be damaging to Company. ConfidentialInformation includes, but is not limited to: (A) business and employment policies,marketing methods and the targets of those methods,
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finances, business plans, promotional materials and price lists; (B) the terms uponwhich Company obtains products from its suppliers and sells services and products tocustomers; (C) the nature, origin, composition and development of Company’s services andproducts; and (D) the manner in which Company provides products and services to itscustomers.          (iii) “Material Contact” means contact in person, by telephone, or by paper orelectronic correspondence in furtherance of the Business of Company.          (iv) “Restricted Territory” means, and is limited to, the Atlanta-SandySprings-Marietta, Georgia Metropolitan Statistical Area. Executive acknowledges and agreesthat this is a portion of the area in which Company does business at the time of theexecution of this Agreement, and in which Executive had responsibility on behalf of Company.          (v) “Trade Secrets” means Confidential Information of Company which meets thedefinition of a trade secret under applicable law.          (b) Confidentiality. Executive agrees that Executive will not directly or indirectly,use, copy, disclose, distribute or otherwise make use of on her own behalf or on behalf of anyother person or entity (i) any Confidential Information for a period of five (5) years after theTermination Date or (ii) any Trade Secret at any time such information constitutes a trade secretunder applicable law.          (c) Non-Competition. Executive agrees that for a period of two (2) years followingthe Termination Date, Executive will not, either for herself or on behalf of any other person orentity, compete with the Business of Company within the Restricted Territory by performingactivities which are the same as or similar to those performed by Executive for Company.          (d) Non-Solicitation of Customers. Executive agrees that for a period of two (2)years following the Termination Date, Executive shall not, directly or indirectly, solicit anyactual or prospective customers of Company with whom Executive had Material Contact, for thepurpose of selling any products or services which compete with the Business of Company.          (e) Non-Recruitment of Employees or Contractors. Executive agrees that for a periodof two (2) years following the Termination Date, Executive will not, directly or indirectly,solicit or attempt to solicit any employee or contractor of Company with whom Executive hadMaterial Contact, to terminate or lessen such employment or contract.          (f) Acknowledgments. Executive hereby acknowledges and agrees that the covenantscontained in (b) through (e) of this Section 7 hereof are reasonable as to time, scope andterritory given Company’s and Company’s parent’s and subsidiaries’ need to protect their business,customer relationships, personnel, Trade Secrets and Confidential Information. For purposes of thecovenants contained in (b) through (e) of this Section 7, Company shall refer also to Company’sparent and subsidiaries as applicable. In the event any covenant or agreement in
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this Agreement shall be determined by any court of competent jurisdiction to be unenforceableby reason of its extending for too great a period of time or over too great a geographical area orby reason of its being too extensive in any other respect, it shall be interpreted to extend onlyover the maximum period of time for which it may be enforceable and/or over the maximumgeographical area as to which it may be enforceable and/or to the maximum extent in all otherrespects as to which it may be enforceable, all as determined by such court in such action.Executive acknowledges and represents that Executive has substantial experience and knowledge suchthat Executive can readily obtain subsequent employment which does not violate this Agreement.          (g) Specific Performance. Executive acknowledges and agrees that any breach of theprovisions of this Section 7 by her will cause irreparable damage to Company or Company’s parent orsubsidiaries, the exact amount of which will be difficult to determine, and that the remedies atlaw for any such breach will be inadequate. Accordingly, Executive agrees that, in addition to anyother remedy that may be available at law, in equity, or hereunder, Company shall be entitled tospecific performance and injunctive relief, without posting bond or other security, to enforce orprevent any violation of any of the provisions of this Section 7 by Executive.     8. **Return of all Property and Information of Company**. Executive agrees to return allof Company’s property within seven (7) days following the execution of this Agreement. Suchproperty includes, but is not limited to, the original and any copy (regardless of the manner inwhich it is recorded) of all information provided by Company to Executive or which Executive hasdeveloped or collected in the scope of Executive’s employment related to Company and its parent,subsidiaries or affiliates as well as all Company-issued equipment, supplies, accessories,vehicles, keys, instruments, tools, devices, computers (except as described above), cell phones,pagers, materials, documents, plans, records, notebooks, drawings, or papers. Upon request byCompany, Executive shall certify in writing that Executive has complied with this provision, andhas deleted all Company information from any computers or other electronic storage devices owned byExecutive. Executive may only retain information relating to Executive’s benefit plans andcompensation to the extent needed to prepare Executive’s tax returns.     9. **No Harassing or Disparaging Conduct**. Executive further agrees and promises thatExecutive will not engage in, or induce other persons or entities to engage in, any harassing ordisparaging conduct or negative or derogatory statements directed at Company or its parent,subsidiaries or affiliates, the activities of Company or its parent, subsidiaries or affiliates, orthe Releasees at any time in the future. Notwithstanding the foregoing, this Section 9 may not beused to penalize Executive for providing truthful testimony under oath in a judicial oradministrative proceeding or complying with an order of a Court or government agency of competentjurisdiction.     10. **References**. Following the termination date, Company agrees to give any potentialemployers who inquire about Executive’s work history at Company a neutral reference consisting ofEmployee’s dates of employment, title and compensation, so long as Executive directs all suchrequests to the Company’s Senior Vice President-Human Resources or to its Director — Compensationand Benefits.
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     11. **Construction of Agreement and Venue for Disputes**. This Agreement shall be deemedto have been jointly drafted by the Parties and shall not be construed against either Party. ThisAgreement shall be governed by the law of the State of Georgia, and the Parties agree that anyactions arising out of or relating to this Agreement or Executive’s employment with Company must bebrought exclusively in either the United States District Court for the Northern District ofGeorgia, or the State or Superior Courts of Cobb County, Georgia. Notwithstanding the pendency ofany proceeding, either Party shall be entitled to injunctive relief in a state or federal courtlocated in Cobb County, Georgia upon a showing of irreparable injury. The Parties consent topersonal jurisdiction and venue solely within these forms and solely in Cobb County, Georgia andwaive all otherwise possible objections thereto. The prevailing Party shall be entitled to recoverits costs and attorneys fees from the non-prevailing Party in any such proceeding no later than 90days following the settlement or final resolution of any such proceeding. The existence of anyclaim or cause of action by Executive against Company or Company’s parent or subsidiaries,including any dispute relating to the termination of Executive’s employment or under thisAgreement, shall not constitute a defense to enforcement of said covenants by injunction.     12. **Severability**. If any provision of this Agreement shall be held void, voidable,invalid or inoperative, no other provision of this Agreement shall be affected as a result thereof,and accordingly, the remaining provisions of this Agreement shall remain in full force and effectas though such void, voidable, invalid or inoperative provision had not been contained herein.     13. **No Reliance Upon Other Statements**. This Agreement is entered into withoutreliance upon any statement or representation of any Party hereto or any Party hereby releasedother than the statements and representations contained in writing in this Agreement (including allExhibits hereto).     14. **Entire Agreement**. This Agreement, including all Exhibits hereto (which areincorporated herein by this reference), contains the entire agreement and understanding concerningthe subject matter hereof between the Parties hereto. No waiver, termination or discharge of thisAgreement, or any of the terms or provisions hereof, shall be binding upon either Party heretounless confirmed in writing. This Agreement may not be modified or amended, except by a writingexecuted by both Parties hereto. No waiver by either Party hereto of any term or provision of thisAgreement or of any default hereunder shall affect such Party’s rights thereafter to enforce suchterm or provision or to exercise any right or remedy in the event of any other default, whether ornot similar.     15. **Further Assurance**. Upon the reasonable request of the other Party, each Partyhereto agrees to take any and all actions, including, without limitation, the execution ofcertificates, documents or instruments, necessary or appropriate to give effect to the terms andconditions set forth in this Agreement.     16. **No Assignment**. Neither Party may assign this Agreement, in whole or in part,without the prior written consent of the other Party, and any attempted assignment not inaccordance herewith shall be null and void and of no force or effect.
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     17. **Binding Effect**. This Agreement shall be finding on and inure to the benefit ofthe Parties and their respective heirs, representatives, successors and permitted assigns.     18. **Indemnification**. Company understands and agrees that any indemnificationobligations under its governing documents or the indemnification agreement between Company andExecutive with respect to Executive’s service as an officer of Company remain in effect andsurvives the termination of Executive’s employment under this Agreement as set forth in suchgoverning documents or indemnification agreement.     19. **Nonqualified Deferred Compensation**.          (a) It is intended that any payment or benefit which is provided pursuant to or in connectionwith this Agreement which is considered to be deferred compensation subject to Section 409A of theCode shall be paid and provided in a manner, and at such time and form, as complies with theapplicable requirements of Section 409A of the Code to avoid the unfavorable tax consequencesprovided therein for non-compliance.          (b) Neither Company nor Executive shall take any action to accelerate or delay the payment ofany monies and/or provision of any benefits in any manner which would not be in compliance withSection 409A of the Code (including any transition or grandfather rules thereunder).          (c) Because Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) ofthe Code, any payments to be made or benefits to be delivered in connection with Executive’s“Separation from Service” (as determined for purposes of Section 409A of the Code) that constitutedeferred compensation subject to Section 409A of the Code shall not be made until the earlier of(i) Executive’s death or (ii) six months after Executive’s Separation from Service (the “409ADeferral Period”) as required by Section 409A of the Code. Payments otherwise due to be made ininstallments or periodically during the 409A Deferral Period shall be accumulated and paid in alump sum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made asotherwise scheduled. Any such benefits subject to the rule may be provided under the 409A DeferralPeriod at Executive’s expense, with Executive having a right to reimbursement from Company once the409A Deferral Period ends, and the balance of the benefits shall be provided as otherwisescheduled.          (d) For purposes of this Agreement, all rights to payments and benefits hereunder shall betreated as rights to receive a series of separate payments and benefits to the fullest extentallowed by Section 409A of the Code.          (e) Notwithstanding any other provision of this Agreement, neither Company nor its parent,subsidiaries or affiliates shall be liable to Executive if any payment or benefit which is to beprovided pursuant to this Agreement and which is considered deferred compensation subject toSection 409A of the Code otherwise fails to comply with, or be exempt from, the requirements ofSection 409A of the Code.
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     **IN WITNESS WHEREOF**, the Parties have executed, or caused their duly authorized representativesto execute, this Agreement as of the day and year first above written.      **“Executive”**