EXHIBIT10.35**GENERAL RELEASE****(PLEASE READ CAREFULLY. THIS GENERAL RELEASE HAS IMPORTANT LEGAL CONSEQUENCES.)**     This General Release (this “***Release***”) is between National Medical Health Card Systems, Inc.(“***Company***”) and Bill Masters (“***Employee***”) and is a complete, final and binding settlement of allclaims and potential claims, if any, with respect to their employment relationship. Employee andthe Company may sometimes be referred to collectively as the “***Parties***.”     WHEREAS, the Company and Employee were parties to an Employment Agreement dated on or aboutOctober 4, 2004 (the “***Employment Agreement***”); and     WHEREAS, the Company and Employee were parties to a letter dated November 28, 2005 (the“***Severance Letter***”); and     WHEREAS, the Company and Employee are parties to a Consulting Agreement and DepartureAgreement and General Release (the “***Departure Agreement***”); and     WHEREAS, the Company and Employee have agreed on certain terms and conditions regarding thetermination of Employee’s employment under the Departure Agreement; and     WHEREAS, the Company’s obligation to pay Employee severance compensation as contemplated inthe Departure Agreement is conditioned upon the execution and delivery (without revocation) of thisRelease by Employee;NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, be itagreed as follows:     1. As of June 28, 2007, Employee’s employment relationship as a consultant with the Companywill terminate (the “***Consulting Period Termination Date***”). This Release has been presented toEmployee on or before the Consulting Period Termination Date and will become effective seven (7)days (the ***“Effective Date”****)*after the execution of this Release by the Employee (the ***“ExecutionDate”****).*     2. For purposes of the National Medical Health Card Systems, Inc. 1999 Stock Option Plan, asamended (the ***“Stock Option Plan”***), and the National Medical Health Card Systems, Inc. Amended andRestated 2000 Restricted Stock Grant Plan (the ***“Restricted Stock Plan”***), the termination ofEmployee’s employment will be considered as an involuntary termination without cause. Accordingly,under the terms of the Stock Option Plan, Employee will have 90 days following the Termination Dateto exercise any of his *vested*options. The Parties acknowledge that, on the Termination Date,Employee will forfeit and have no further right, title or interest in or with respect to, any andall *non-vested*options, shares of restricted stock and restricted stock unit awards held byEmployee under the Stock Option Plan and/or the Company’s Restricted Stock Plan. Employee affirmsthe provision of any Restricted Stock
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Agreement that the Company shall have the right to instruct the Company’s transfer agent totransfer any unvested restricted stock to the Company.     3. Release Provisions.     (a) In consideration for the Company’s payments to Employee as set forth in theDeparture Agreement, and for other good and valuable consideration, as and for Employee’scomplete release of all statutory, contract, tort and all other claims against the Companyand each of its current and former owners (including, without limitation, New MountainCapital, L.L.C., New Mountain Partners, L.P., New Mountain Affiliated Investors, L.P., andtheir respective affiliates), predecessors, assigns, employees, representatives, attorneys,benefit plans, insurers, parent companies, divisions, subsidiaries, affiliates, directors,managers, partners, members, and officers, including any and all persons acting by, through,or under or in concert with any of them (collectively “***Releasees***”), Employee hereby releasesand forever discharges the Releasees from any all actions, causes of action, suits, dues,sums of money, reckonings, covenants, contracts, bonuses, controversies, agreements, claims,promises, charges, obligations, complaints and demands whatsoever in law or equity, whichEmployee (and Employee’s heirs, executors, administrators, successors and/or assigns) maynow have or hereafter can, shall, may, or may have had for, upon, or by reason of anymatter, cause or actual or alleged act, omission, transaction, practice, conduct,occurrence, or other matter up to and including the execution of this Release by theEmployee, including without limitation, any claim arising out of or relating to theEmployee’s employment by the Company and each of its subsidiaries and affiliated entities,and any and all obligations and liabilities of the Company under the Employment Agreement,Departure Agreement and Severance Letter or any other agreement between the Employee and anyof the Releasees, and the ownership, acquisition, offer or sale of, or rights to any equityinterest, or any option to purchase or acquire any equity interest in the Company, exceptingonly the rights and obligations (i) created by this Release; (ii) that may exist under (A)any indemnification agreement or the Company’s Certificate of Incorporation and Bylaws, asamended, to indemnify Employee or (B) the Company’s D&O insurance coverage; (iii) Employee’srights under state worker’s compensation laws (for occupational illness or injury only);(iv) Employee’s vested rights under the Company’s health, dental, pharmacy and 401(k)benefit plans and (v) to receive payments under paragraph 4 of the Departure Agreement.     (b) Without limiting the generality of the foregoing, this Release is intended to andshall release Releasees from any and all claims, whether known or unknown, which Employeeever had, has, or may have against any Releasee with respect to Employee’s employment, theterms, benefits, and conditions of that employment, and/or the termination thereof,including without limitation those arising under the Civil Rights Act of 1866, 42 U.S.C.A.Section 1981, the Civil Rights Act of 1964, as amended, 42 U.S.C.A. Section 2000e, et seq.,the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C.A. Section 621 etseq., the National Labor Relations Act, 29 U.S.C.A. Section 151 et seq., the Fair LaborStandards Act, 29 U.S.C.A. Section 201 et seq., the Labor Management Reporting andDisclosure Act of 1959, as amended, 29 U.S.C.A. Section 401 et seq., the Americans withDisabilities Act, 42 U.S.C.A.
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Section 12101, et. Seq., the Constitution and the laws of the United States and theState of New York, including specifically, New York’s Human Rights Law, Executive LawSection 290 et seq., or any other federal, state, or local human rights, civil rights,wage-hour, pension, or labor laws, rules and/or regulation, public policy, contract or tortlaw; and any and all claims arising out of the ownership, acquisition, offer or sale of, orrights to any equity interest, or relating to any option to purchase or acquire any equityinterest in the Company, that Employee has held at any time in the Company or any of itspredecessors or affiliates, including any claims, arising under the Securities Act of 1933,as amended, the Securities Exchange Act of 1934, as amended, any federal, state or localsecurities law, the rules or regulations promulgated under any of them, or any doctrine ofcommon law or equity applicable to the ownership, acquisition or sale of securities or thesolicitation of proxies with respect thereto; and any and all claims for attorneys’ fees,costs, disbursements, or any action similar thereto.EMPLOYEE SPECIFICALLY ACKNOWLEDGES AND AGREES THAT BY EXECUTING THISRELEASE, HE IS WAIVING ALL RIGHTS OR CLAIMS, IF ANY, THAT HE HAS ORMAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED.EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT HIS WAIVER OF SUCHRIGHTS OR CLAIMS IS KNOWING AND VOLUNTARY.     (c) Employee promises never to initiate, be represented or participate in, submit orfile, or permit to be submitted or filed on or in his behalf, any lawsuit, charge, claim,complaint or other proceeding against any Releasee with any administrative agency, court,arbitrator or other forum, based upon claims that were released pursuant to this Release.This covenant not to sue (and the remedies provided in this Release, including those inparagraph 3(d)) does not affect Employee’s right to test the knowing and voluntary nature ofhis waiver of rights. Nothing in this Release shall be construed to affect the rights andresponsibilities of the Equal Employment Opportunity Commission, or any other state or localagency with similar responsibilities (the “***Commission***”), to enforce any laws pertaining toemployment discrimination or retaliation. Likewise, this waiver will not be used to justifyinterfering with the protected right of any employee to file a charge or participate in aninvestigation or proceeding conducted by the Commission; however, Employee waives the rightto any benefits or recovery arising out of any such proceeding.     (d) Subject to paragraph 3(c), if Employee materially breaches any of his promisescontained in this paragraph 3 by filing a lawsuit or administrative charge based on claimsthat he has released, Employee will indemnify the Company and/or any Releasee for any costs,including reasonable attorneys’ fees, that the Company and/or any Releasee may incur as theresult of Employee’s breach. In addition, if Employee materially breaches the promises madein any provision of this Release or the Departure Agreement, he must repay all benefitspreviously received in accordance with the Departure Agreement, upon the Company’sreasonable demand, and Company shall cease making further payments, if any, pursuant to theDeparture Agreement.
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     4. Employee acknowledges and agrees that, for the time periods set forth in the EmploymentAgreement, he shall comply with paragraphs 6 through 11 of the Employment Agreement and that suchprovisions shall survive the termination of the Employment Agreement. Company acknowledges andagrees that the provisions of paragraph 9 of the Employment Agreement are not intended to preventEmployee’s employment or service with (i) companies that supply products and services to the PBMindustry, but do not themselves provide PBM Services, so long as Employee’s services are not theservices prohibited by paragraph 9 of the Employment Agreement; or (ii) subsidiaries, operatingdivisions, or other business entities of companies that provide PBM Services, so long as Employee’sservices are not directly for the benefit of the PBM functions of those companies and are not theservices prohibited by paragraph 9 of the Employment Agreement. Employee acknowledgesand agrees that the provisions of paragraphs 6 through 11 of the Employment Agreement are fullyenforceable and reasonable to protect the legitimate business interests of the Company.Furthermore, Employee represents and warrants that he has returned to the Company any and allidentification cards, files, books, records, materials, equipment or documents in his possession orunder his control that were provided to or obtained by him in connection his employment.     5. Employee further agrees to never to make any statements or comments, whether oral orwritten to any person or entity that would tend to disparage or harm the Company; provided,however, that this sentence shall not be construed to constrain Employee from providing truthfultestimony when required by law in the course of a legal or administrative proceeding. Employeeunderstands and agrees that violation of this paragraph shall be treated as a material breach ofthis Release.     6. Employee expressly agrees that this Release is not and shall not in any way be deemed toconstitute an admission or evidence of any breach of contract, wrongdoing or liability on the partof the Company, nor of any violation of any federal, state or municipal statute, regulation orprinciple of common law or equity.     7. Employee agrees to make himself reasonably available in connection with any information theCompany requires relating to the services Employee had provided to Company, including anylitigation the Company is or may become involved in to which the Employee has knowledge. Companyagrees to provide Employee with reasonable notice in connection with any depositions or courtappearances where his presence is necessary or reasonably desirable. The Company shall payEmployee’s travel expenses in this regard. Employee and Company shall agree on a reasonable perdiem fee for any time greater than three full days the Employee is required to make himselfavailable in person pursuant to this paragraph.     8. Employee and the Company acknowledge and agree:     (a) that each of them has read and understands the contents of this Release;     (b) that this Release does not waive rights or claims that may arise after the datethat this Release is executed;     (c) that Employee waives rights or claims only in exchange for consideration that theEmployee would not be entitled to but for executing this Release;
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     (d) that the Company has informed Employee that Employee should consult with anattorney in connection with this Release; and     (e) that Employee’s decision to consult with an attorney or not to consult with anyattorney was made without influence by the Company.     9. Both Parties understand that the Employee shall have 21 days (the ***“Review Period”***) toconsider this Release before signing. Both Parties understand that the Employee shall have seven(7) days (the ***“Revocation Period”***) in which to revoke this Release after signing, and that thisRelease shall not become effective or enforceable until the expiration of seven (7) days aftersigning, and the severance compensation payable under the Departure Agreement shall not be due andowing until after the Effective Date set forth herein and the fulfillment of all conditions setforth herein. To accept the Release, Employee must send a signed copy to Neil Carfagna, NationalMedical Health Card Systems, Inc., 26 Harbor Park Drive, Port Washington, New York 11050, (516) 6056802, (516) 626 4632 (facsimile), NCarfagna@nmhc.com, such that it is received no later than 21days after the date that this Release has been presented to Employee. Any notice of revocationmust also be sent such that it is received prior to the end of the seven day Revocation Period byNeil Carfagna, National Medical Health Card Systems, Inc., 26 Harbor Park Drive, Port Washington,New York 11050, (516) 605 6802, (516) 626 4632 (facsimile), NCarfagna@nmhc.com.     10. This Release is made in the State of New York. This Release is to be interpreted underthe laws of the State of New York without regard to conflict of laws principles. The Parties agreethat the federal and state courts sitting in Nassau County, New York, shall be the exclusive venuefor the resolution of any dispute arising out of or relating to this Release.     11. Except as provided in this Release, this is the entire agreement between the Employee andthe Company and supersedes any and all prior agreements or understandings between the Parties,whether written or oral, pertaining to Employee’s employment with the Company. This Release mayonly be amended or modified by a written document signed by both Parties. The Company has made nopromises to Employee other than those in this Release. Notwithstanding anything to the contrary inthis paragraph 11, except as explicitly provided otherwise in this Release, (i) paragraphs 6through 11 of the Employment Agreement, and (ii) any obligation of the Company under anyindemnification agreement or the Company’s Certificate of Incorporation and Bylaws, as amended, toindemnify Employee shall survive the execution of this Release in accordance with their respectiveterms and conditions.     12. Should any provision of this Release be declared or determined by any court to be illegal,invalid or unenforceable, the validity of the remaining parts, terms and provisions shall not beeffected thereby and any said illegal, invalid or unenforceable part, terms or provisions shall bedeemed stricken and severed from this Release.     13. This Release may be executed in one or more counterparts, and each effective counterpartshall be effective as a signed original.     14. Company makes no representations to Employee concerning the tax consequences arising outof any payments under this Release, including, without limitation, whether any of the
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payments hereunder are subject to 26 U.S.C. § 409A. Company urges Employee to obtain his owntax counsel with regard to any tax consequences arising out of or relating to this Release.     15. EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE HAS CAREFULLY READ THIS RELEASE; THAT EMPLOYEE HAS HADAT LEAST 21 DAYS IN WHICH TO CONSIDER AND RETURN THIS RELEASE; THAT EMPLOYEE HAS HAD AN OPPORTUNITYTO CONSULT WITH ANY ATTORNEY OF EMPLOYEE’S CHOICE IN CONNECTION WITH THIS RELEASE; THAT EMPLOYEEFULLY UNDERSTANDS THE TERMS, CONDITIONS, AND SIGNIFICANCE AND CONSEQUENCES OF THIS RELEASE; ANDTHAT EMPLOYEE HAS EXECUTED THIS RELEASE KNOWINGLY AND VOLUNTARILY, AND OF EMPLOYEE’S OWN FREE WILL.
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**IN WITNESS WHEREOF**, the Parties hereto have executed this Release as of the date below.**NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC.**     By: /s/ Stuart Diamond                                 , its authorized representative       Date: June 4, 2007    /s/ Bill Masters     Bill  Masters  Date:May 31, 2007
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