EMPLOYMENT
SEPARATION AGREEMENT


 


This
Employment Separation Agreement (the “Agreement”) is effective as of March 25, 2015, and is made by and between
Interpace Diagnostics, LLC (together with Interpace Diagnostics Corporation and PDI, Inc. the “Company”), having
its principal place of business at 300 Interpace Parkway, Parsippany, New Jersey 07054, and Gregory Richard (the “Executive”),
residing at 282 11th Avenue, New York, NY 10001, collectively referred to as the “Parties,” pursuant to
which the Parties agree:


 


1.
          Employment. In consideration of and conditioned
upon the Executive’s execution of a Confidential Information, Non-Disclosure, Non-competition Non-Solicitation, and Rights
to Intellectual Property Agreement acceptable to the Company and substantially in the form attached hereto as Exhibit A, the Company
will continue to employ Executive as the Senior Vice President and General Manager of IDX. The Parties acknowledge and agree
that Executive’s employment with the Company is “at will” and that Executive’s employment may be terminated
by Executive or the Company at any time, for any reason or for no reason.


 


	2.
    	Compensation
    and Benefits Payable Upon Involuntary Termination without Cause or Resignation for Good Reason.


 


	 	a.
    	Triggering
    Event. In further consideration for Executive’s employment, Executive will receive the compensation
    and benefits set forth in Section 2(b) if the following requirements (hereinafter referred to as the “Triggering Event”)
    are met:


 


	 	i.
    	Executive’s
    employment is terminated involuntarily by the Company at any time for reasons other than death, Total Disability, or Cause,
    as defined in this Agreement, or Executive resigns from employment for Good Reason, as defined in this Agreement; and
	 	 	 
	 	ii.	As
    of the 45th day following his termination date, Executive has executed and delivered to the Company, a Severance
    Agreement and General Release acceptable to the Company (the “Release”), and thereafter, any applicable revocation
    period has expired and Executive has not revoked the Release during such revocation period. Such Release shall include a release
    of all claims against the Company, all affiliated and related entities and/or persons deemed necessary by the Company. The
    Release may also include Confidentiality, Non-Disparagement, No-Reapply, Tax Indemnification, and/or other appropriate terms.


 




    	 	 	 



     


    

 


	 	b.
    	Compensation
    and Benefits. Following the occurrence of a Triggering Event, the Company will provide the following compensation
    and benefits to Executive:


 


	 	i.
    	The
    Company will pay Executive a lump sum payment equal to the product of twelve (12) times Executive’s Base Monthly Salary
    (excluding incentives, bonuses, and other compensation), plus the average of the annual amounts paid to Executive under any
    cash-based incentive or bonus plan in which Executive participates with respect to the last three (3) full fiscal years of
    Executive’s participation in such plan prior to the date of termination of Executive’s employment with the Company
    (or, if Executive’s number of full fiscal years of participation in any such plan prior to the date of termination
    of Executive’s employment is less than three (3), the average of the annual amounts paid to Executive over the number
    of full fiscal years of Executive’s participation in such plan prior to the date of termination of Executive’s
    employment). Subject to Section 2(c) below, such payment shall be made within sixty (60) days after Executive’s termination
    date. Notwithstanding the foregoing, if the 60 day period following the Executive’s termination ends in a calendar year
    after the year in which the Executive’s Employment terminates, the Severance Payment shall be made no earlier than the
    first day of such later calendar year.
	 	 	 
	 	ii.	The
    Company will reimburse Executive for the cost of the premiums for COBRA group health continuation coverage under the Company’s
    group health plan paid by Executive for coverage during the period beginning on Executive’s termination date and ending
    on the earlier of either: (A) the first anniversary of Executive’s termination date; or (B) the date on which Executive
    becomes eligible for other group health coverage, provided that no reimbursement shall be paid unless and until Executive
    submits proof of payment acceptable to the Company within ninety (90) days after Executive incurs such expense. Any reimbursements
    of the COBRA premium that are taxable to the Executive shall be made on or before the last day of the year following the year
    in which the COBRA incurred, the amount of the COBRA premium eligible for reimbursement during one year shall not affect the
    amount of COBRA premium eligible for reimbursement in any other year, and the right to reimbursement shall not be subject
    to liquidation or exchange for another benefit.


 




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	 	c.
    	Delay
    of Payment to Comply with Code Section 409A. Notwithstanding anything herein to the contrary, if at the time of Executive’s
    termination of employment with the Company, Executive is a “specified employee” within the meaning of Code Section
    409A, and the regulations promulgated thereunder, then if and to the extent required in order to avoid the imposition on Executive
    of any excise tax under Code Section 409A the Company shall delay the commencement of such payments (without any reduction)
    by a period of six (6) months after Executive’s termination date. Any payments that would have been paid during such
    six (6) month period but for the provisions of the preceding sentence shall be paid in a lump sum to Executive six (6) months
    and one (1) day after Executive’s termination date. The 6-month payment delay requirement of this Section 2(c) shall
    apply only to the extent that the payments under this Section 2 are subject to Code Section 409A. With respect to payments
    or benefits under this Agreement that are subject to Code Section 409A, whether Executive has had a termination of employment
    shall be determined in accordance with Code Section 409A and applicable guidance issued thereunder.
	 	 	 
	 	d.	Limitation
    of Payments. If any payment or benefit due under this Agreement, together with all other payments and benefits Executive
    receives or is entitled to receive from the Company or any of its Affiliates, would (if paid or provided) constitute an excess
    parachute payment (within the meaning of Section 280G(b)(1) of the Code), the amounts otherwise payable and benefits otherwise
    due under this Agreement will be limited to be minimum extent necessary to ensure that no portion thereof will fail to be
    tax-deductible to the Company by reason of Section 280G of the Code. The determination of whether any payment or benefit would
    (if paid or provided) constitute an excess parachute payment will be made by the Board, in its sole discretion. Any such reduction
    in the preceding sentence shall be made in the following order: (i) first, any future cash payments (if any) shall be reduced
    (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (ii) third, all
    non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and
    (iv) fourth, all equity or equity derivative payments shall be reduced. Notwithstanding the foregoing, the Company shall use
    commercially reasonable efforts to bring the issue to a shareholder vote in accordance with Section 280G(b)(5) of the Code
    and the Treasury Regulations thereunder.
	 	 	 
	 	e.	Section
    409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments
    and benefits, if any, to be provided to the Executive under this Agreement. This Agreement is intended to comply with or be
    exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409 A”) and the parties
    hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith
    and without resulting in any increase in the amounts owed hereunder by the Company. Subject to the provisions in this Section,
    the severance payments pursuant to this Agreement shall begin only upon the date of the Executive’s “separation
    from service” which occurs on or after the date of the Executive’s termination of employment. It is intended that
    each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment”
    for purposes of Section 409 A.


 




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	 	 	All
    reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements
    of Section 409A, to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where
    applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect
    the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense will be
    made on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right
    to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything herein
    to the contrary, the Company shall have no liability to the Executive or to any other person if the payments and benefits
    provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.


 


	3.	Other
    Compensation.


 


	 	a.	Except
    as may be provided under this Agreement, any benefits to which Executive may be entitled pursuant to the plans, policies and
    arrangements of the Company shall be determined and paid in accordance with the terms of such plans, policies, and arrangements,
    and Executive shall have no right to receive any other compensation or benefits, or to participate in any other plan or arrangement,
    following the termination of Executive’s employment by either party for any reason.
	 	 	 
	 	b.	Notwithstanding
    any provision contained herein to the contrary, in the event of any termination of employment, the Company shall pay Executive
    his or her earned, but unpaid, base salary within ten (10) days of Executive’s termination date and shall reimburse
    Executive for any accrued, but unpaid, reasonable business expenses, in each case, earned or accrued as of the date of termination.
    Executive shall submit documentation of any business expenses within ninety(90) days of his or her termination date and any
    reimbursements of such expenses that are taxable to the Executive shall be made on or before the last day of the year following
    the year in which the expense was incurred, the amount of the expense eligible for reimbursement during one year shall not
    affect the amount of reimbursement in any other year, and the right to reimbursement shall not be subject to liquidation or
    exchange for another benefit.


 




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	4.
    	Withholding.
    All amounts payable under this Agreement shall be subject to customary withholding and other employment taxes, and
    shall be subject to such other withholding as may be required in accordance with the terms of this Agreement or applicable
    law.
	 	 
	5.
    	Confidentiality,
    Non-Solicitation and Covenant Not to Compete Agreement. In the event Executive’s employment with the Company
    is terminated by either party for any reason, Executive shall continue to be bound by the Confidential Information, Non-Disclosure,
    Non-Competition, Non-Solicitation, and Rights to Intellectual Property Agreement signed at or about the time this Agreement
    is executed and/or the Confidentiality, Non-Solicitation and/or Covenant Not to Compete Agreement most recently signed by
    Executive prior to the termination date for the period set forth therein.
	 	 
	6.	Definitions.


 


	 	a.	Cause shall
    mean (i) the failure of Executive to use Executive’s best efforts in accordance with Executive’s position, skill
    and abilities to achieve Executive’s goals as periodically set by the Company and such failure shall not be cured by
    the Executive within thirty (30) days written notice from the Company to the Executive specifying such failure; (ii) the
    failure by Executive to comply with and follow reasonable instructions of the Chief Executive Officer and/or the
    Company’s Board of Directors (the Board”); (iii) a material breach by Executive of any of the terms or
    conditions     of this Agreement and such breach shall not be cured by the Executive within thirty (30) days written notice
    from the Company     to the Executive specifying such failure; (iv) the failure by Executive to adhere to the Company’s
    documented policies     and procedures; (v) breach by Executive of any Confidentiality, Non-Solicitation and/or Covenant Not
    to Compete Agreement     signed by Executive; (vi) the failure of Executive to adhere to moral and ethical business
    principles consistent with the     Company’s Code of Business Conduct and Guidelines on Corporate Governance as in
    effect from time to time;(vii)     Executive’s conviction of a criminal offense (including the entry of a guilty or
    nolo contendere plea); (viii) any     documented act of material dishonesty or fraud by the Executive in the commission of
    his or her duties; or (ix) Executive     engages in an act or series of acts constituting misconduct resulting in a
    misstatement of the Company’s financial     statements due to material noncompliance with any financial reporting
    requirement within the meaning of Section 304 of The     Sarbanes-Oxley Act of 2002.


 




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	 	b.
    	Base
    Monthly Salary shall mean an amount equal to one-twelfth of Executive’s then current annual base salary. Base
    Monthly Salary shall not include incentives, bonus(es), health and welfare benefits, car allowances, long term disability
    insurance or any other compensation or benefit provided to executive employees of the Company.
	 	 	 
	 	c.
    	Change
    of Control shall mean: (i) any merger by the Company into another corporation or corporations which results in the
    stockholders of the Company immediately prior to such transaction owning less than 51% of the surviving corporation; (ii)
    any acquisition (by purchase, lease or otherwise) of all or substantially all of the assets of the Company by any person,
    corporation or other entity or group thereof acting jointly; (iii) the acquisition of beneficial ownership of voting securities
    of the Company (defined as common stock of the Company or any securities having voting rights that the Company may issue in
    the future) or rights to acquire voting securities of the Company (defined as including, without limitation, securities
    that are convertible into voting securities of the Company (as defined above) and rights, options, warrants and other agreements
    or arrangements to acquire such voting securities) by any other person, corporation or other entity or group thereof acting
    jointly, in such amount or amounts as would permit such person, corporation or other entity or group thereof acting jointly
    to elect a majority of the members of the Board, as then constituted; or (iv) the acquisition of beneficial ownership, directly
    or indirectly, of voting securities and rights to acquire voting securities having voting power equal to 51% or more of the
    combined voting power of the Company’s then outstanding voting securities by any person, corporation or other entity
    or group thereof acting jointly. Notwithstanding the preceding sentence, any transaction that involves a mere change in identity,
    form or place of organization with the meaning of Section 368(a)(l)(F) of the Code, or a transaction of similar effect, shall
    not constitute a Change of Control.
	 	 	 
	 	d.
    	Good
    Reason Executive’s termination of employment with the Company shall be for Good Reason if (i) Executive notifies
    the Company in writing that one of the Good Reason Events (as defined in subparagraphs d. i. and ii. below) has occurred,
    which notice shall be provided within ninety (90) days after he or she first becomes aware of the occurrence of such Good
    Reason Event; (ii) the Company fails to cure such Good Reason Event within thirty (30) days after receipt of the written notice
    from Executive (the “Cure Period”); and (iii) Executive resigns employment within thirty (30) days following expiration
    of the Cure Period. For purposes of this Agreement, a “Good Reason Event” shall mean any of the following which
    occur without Executive’s consent:


 









	 	i.
    	Prior
    to a Change of Control,


 











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	 	A.
    	The
    failure by the company to pay Executive any material amount of his or her current base salary, or any material amount of his
    or her compensation deferred under any plan, agreement or arrangement of or with the Company that is currently due and payable;
	 	 	 
	 	B.	A
    material reduction of Executive’s annual base salary; provided that a reduction consistent with reductions made to the
    annual base salaries for similarly situated senior executives of no more than 15% shall not constitute Good Reason;
    or
	 	 	 
	 	C.
    	The
    relocation of Executive’s principal place of employment to a location more than fifty (50) miles from Executive’s
    current principal place of employment.





 


	 	ii.	During
    the two (2) year period following any Change of Control,


 


	 	A.	The
    failure by the Company to pay Executive any material amount of his or her current base salary, or any material amount of his
    or her compensation deferred under any plan, agreement or arrangement of or with the Company that is currently due and payable;
	 	 	 
	 	B.
    	A
    material reduction in Executive’s annual base salary; provided that a reduction consistent with reductions made to the
    annual base salaries for similarly situated senior executives of no more than fifteen percent (15%) shall not constitute
    Good Reason;
	 	 	 
	 	C.
    	The
    relocation of Executive’s principal place of employment to a location more than fifty (50) miles from Executive’s
    current principal place of employment;
	 	 	 
	 	D.
    	A
    material adverse alteration of Executive’s authority, duties or responsibilities from those in effect immediately prior
    to the Change of Control.
	 	 	 
	 	E.
    	An
    intentional, material reduction by the Company of Executive’s aggregate target incentive awards under any short-term
    and/or long term incentive plans; and


 









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	 	F.
    	The
    failure of the Company to maintain the Executive’s benefit, retirement, or fringe benefit plans, policies, practices
    or arrangements in which Executive participates (individually and collectively “Fringe Benefits”) at or above
    the level in effect immediately before the Change of Control, unless such change is a global change made to Fringe Benefits
    for all employees at or above Executive’s level.


 


	 	e.	Code shall mean the Internal Revenue Code of 1986, as amended.
	 	 	 
	 	f.
    	Total
    Disability shall mean incapacity due to a medically determinable physical or mental impairment which can be expected
    to result in death or can be expected to last for a continued period of not less than twelve (12) months and prevents Executive
    from performing the essential functions of his position, with or without reasonable accommodation, for a period in excess
    of twelve (12) months.


 


	7.	Integration:
    Amendment. This Agreement (including any Exhibits) shall constitute the entire agreement between the parties hereto
    with respect to the matters set forth herein and supersede and render of no force and effect all prior understandings and
    agreements between the parties with respect thereto. No amendments or additions to this Agreement shall be binding unless
    in writing and signed by both parties, provided, however, that this Agreement may be unilaterally amended by the Company where
    necessary to ensure any benefits payable hereunder are either excepted from Code Section 409 A or otherwise comply with Code
    Section 409A.
	 	 
	8.	Governing
    Law; Headings. This Agreement will be construed and governed by the laws of the State of New Jersey, without regard
    to principles of conflicts of law and the parties to this Agreement hereby submit to the jurisdiction of the Courts of the
    State of New Jersey with regard to enforcement of this Agreement.
	 	 
	 	Headings
    and titles herein are included solely for convenience and shall not affect, or be used in connection with, the interpretation
    of this Agreement.
	 	 
	9.
    	Notices. All notices and other communications required or permitted to be given or made hereunder by either party shall be in writing
    and shall be deemed to be duly given if delivered personally or transmitted by first class certified mail, postage and fees
    prepaid, return receipt requested, or sent by prepaid overnight delivery service to the parties at the following addresses
    (or at such other addresses as shall be specified by the parties by like notice):


 




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	 	If
    to the Company:
	 	 
	 	President
	 	Interpace
    Diagnostics, LLC 
	 	Morris
    Corporate Center 1 
	 	Building
    A
	 	300
    Interpace Parkway
	 	Parsippany,
    NJ 07054
	 	 
	 	If
    to the Executive:
	 	 
	 	Gregory
    Richard
	 	282
    11th A venue
	 	New
    York, NY 10001
	 	 
	10.	Severability.
    Whenever possible, each provision and term of this Agreement will be interpreted in a manner to be effective and valid
    but if any provision or term of this Agreement is held to be prohibited by applicable law or invalid, then such provision
    or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any
    manner whatsoever the remainder of such term or provision or the remaining provisions or terms of this Agreement.
	 	 
	11.	Counterparts.
    This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this
    Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
	 	 
	12.
    	Assignment.
    The Company may assign all of its rights and obligations hereunder to an affiliate or subsidiary of the Company.


 


IN
WITNESS WHEREOF the parties have duly executed this Agreement as of the date first above written.


 


EXECUTIVE





 


	By:	/s/
    Gregory Richard	 







 


INTERPACE
DIAGNOSTICS, LLC


 


	By:	/s/
    Nancy L. Lurker	 
	 	Nancy
    L. Lurker 	 
	 	Chief
    Executive Officer	 


 




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