the Separation Date. Cohen's
participation in all Company 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),