SEPARATION DATE.
COHEN'S
PARTICIPATION IN ALL COMPANY
1
BENEFIT PLANS SHALL CEASE AS OF THE SEPARATION DATE.
THE OPTIONS AS TO WHICH
THE EXERCISE PERIOD IS EXTENDED PURSUANT TO THE AGREEMENT MAY BE SUBJECT TO THE
PROVISIONS OF SECTION 409A OF THE INTERNAL REVENUE CODE AND THE REGULATIONS
ISSUED THEREUNDER AND, AS SUCH, COHEN MAY INCUR INCOME TAX AND/OR PENALTIES AS A
RESULT OF SUCH EXTENSION.
5.
THE COMPANY AND COHEN AGREE THAT THE
TIME PERIOD SET OUT IS SECTION 9 (A)OF THE EMPLOYMENT AGREEMENT IS HEREBY
REDUCED TO EIGHTEEN (18) MONTHS, THAT SECTION 9(A)(I) OF THE EMPLOYMENT
AGREEMENT IS HEREBY MODIFIED TO PROHIBIT THE DELINEATED COMMUNICATIONS TO THOSE
MADE DIRECTLY OR INDIRECTLY ON BEHALF OF A "COMPETING BUSINESS," THAT
SECTION 9(A) (II) OF THE EMPLOYMENT AGREEMENT IS HEREBY MODIFIED TO INSERT "OR"
BEFORE "ENTICE" AND TO DELETE "HIRE[,]" AND SECTION 9(A)(III) OF THE EMPLOYMENT
AGREEMENT IS HEREBY MODIFIED TO DELETE THE FOLLOWING: "AND HEALTH INFORMATION
MANAGEMENT SOLUTIONS SERVICES[.]"
EXCEPT AS SPECIFICALLY MODIFIED HEREIN,
SECTION 9 OF THE EMPLOYMENT AGREEMENT (RESTRICTIVE COVENANTS AND
CONFIDENTIALITY; INJUNCTIVE RELIEF)AND SECTION 10 (SURVIVAL), SHALL CONTINUE TO
APPLY IN FULL FORCE AND EFFECT.
6.
RELEASE.
A.
COHEN HEREBY FOREVER RELEASES AND
DISCHARGES THE COMPANY, THE COMPANY'S PAST, PRESENT, OR FUTURE PARENT,
AFFILIATED, RELATED, AND/OR SUBSIDIARY ENTITIES, AND ALL OF THEIR PAST, PRESENT
AND FUTURE DIRECTORS, SHAREHOLDERS, OFFICERS, GENERAL OR LIMITED PARTNERS,
EMPLOYEES, AGENTS, ATTORNEYS AND REPRESENTATIVES, AND THE EMPLOYEE BENEFIT PLANS
IN WHICH COHEN IS OR HAS BEEN A PARTICIPANT BY VIRTUE OF HIS EMPLOYMENT WITH THE
COMPANY (COLLECTIVELY, THE "COMPANY RELEASEES"), FROM, AND AGREES HEREBY FOREVER
NOT TO SUE THE COMPANY RELEASEES WITH RESPECT TO, ANY AND ALL CLAIMS, DEBTS,
DEMANDS, ACCOUNTS, JUDGMENTS, RIGHTS, CAUSES OF ACTION, EQUITABLE RELIEF,
DAMAGES, COSTS, CHARGES, ATTORNEYS' FEES, COMPLAINTS, OBLIGATIONS, PROMISES,
AGREEMENTS, CONTROVERSIES, SUITS, EXPENSES, ANY FORM OF COMPENSATION (INCLUDING
BUT NOT LIMITED TO SALARY, BONUSES, COMMISSIONS OR RELATED FEES), RESPONSIBILITY
AND LIABILITY OF EVERY KIND AND CHARACTER WHATSOEVER, WHETHER IN LAW OR EQUITY,
KNOWN OR UNKNOWN, ASSERTED OR UNASSERTED, SUSPECTED OR UNSUSPECTED, WHICH COHEN
HAS OR MAY HAVE HAD AGAINST THE COMPANY RELEASEES BASED ON ANY EVENTS OR
CIRCUMSTANCES ARISING OR OCCURRING ON OR PRIOR TO THE DATE OF THIS AGREEMENT
ARISING DIRECTLY OR INDIRECTLY OUT OF, RELATING TO, OR IN ANY OTHER WAY
INVOLVING IN ANY MANNER WHATSOEVER, (I) COHEN'S EMPLOYMENT AGREEMENT OR STOCK
OPTION AGREEMENTS; (II) COHEN'S EMPLOYMENT WITH THE COMPANY OR THE TERMINATION
THEREOF, (III) COHEN'S STATUS AT ANY TIME AS A HOLDER OF ANY SECURITIES OF THE
COMPANY, OR (IV) WITHOUT LIMITATION, ANY AND ALL CLAIMS ARISING UNDER FEDERAL,
STATE, OR LOCAL LAWS RELATING TO EMPLOYMENT, OR SECURITIES, INCLUDING WITHOUT
LIMITATION CLAIMS OF WRONGFUL DISCHARGE, BREACH OF EXPRESS OR IMPLIED CONTRACT,
FRAUD, MISREPRESENTATION, DEFAMATION, OR LIABILITY IN TORT, CLAIMS OF ANY KIND
THAT MAY BE BROUGHT IN ANY COURT OR ADMINISTRATIVE AGENCY, ANY CLAIMS ARISING
UNDER TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE DISCRIMINATION IN
EMPLOYMENT ACT ("ADEA," A LAW WHICH PROHIBITS DISCRIMINATION ON THE BASIS OF
AGE),