COMPUTER PROGRAMS & SYSTEMS INC (Form: S-8, Received: 01/08/2016 14:51:22)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on January 8, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

COMPUTER PROGRAMS AND SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

74-3032373

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

6600 Wall Street

Mobile, Alabama 36695

(Address of Principal Executive Offices, including Zip Code)

HEALTHLAND HOLDING INC.

(F/K/A DAIRYLAND HEALTHCARE SOLUTIONS HOLDING CORP)

STOCK INCENTIVE PLAN

(Full title of the plan)

J. Boyd Douglas

President and Chief Executive Officer

Computer Programs and Systems, Inc.

6600 Wall Street

Mobile, Alabama 36695

(251) 639-8100

(Name, address, and telephone number, including area code, of agent for service)

With a Copy to:

Timothy W. Gregg, Esq.

Maynard, Cooper & Gale, P.C.

1901 Sixth Avenue North

2400 Regions/Harbert Plaza

Birmingham, Alabama 35203

(205) 254-1212

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $0.001 per share, of Computer Programs and Systems, Inc.	174,972 shares (3)	$7.22 per share	$1,263,298	$128

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction affected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2)

Pursuant to Rule 457(h) under the Securities Act, the offering price is estimated solely for the purpose of determining the registration fee and is based on the weighted average exercise price of the outstanding options granted under the Healthland Holding Inc. (f/k/a Dairyland Healthcare Solutions Holding Corp) Stock Incentive Plan (as amended, the “Plan”) that were assumed by the Registrant on January 8, 2016 pursuant to an Agreement and Plan of Merger and Reorganization by and among the Registrant, two wholly-owned subsidiaries of the Registrant, Healthland Holding Inc., and AHR Holdings, LLC (as amended, the “Merger Agreement”).

(3)	Represents shares of the Registrant’s Common Stock subject to issuance upon the exercise of stock options outstanding under the Plan and assumed by the Registrant on January 8, 2016 pursuant to the Merger Agreement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. Registrant Information and Employee Plan Annual Information.*

* This Registration Statement on Form S-8 (this “Registration Statement”) is being filed in order to register 174,972 shares of common stock, $0.001 par value per share (the “Common Stock”), of Computer Programs and Systems, Inc. (the “Registrant”), which may be issued pursuant to the terms and conditions of the Healthland Holding Inc. (f/k/a Dairyland Healthcare Solutions Holding Corp) Stock Incentive Plan (as amended, the “Plan”).

The information specified in Items 1 and 2 of Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan in accordance with Rule 428 under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, which are also incorporated by reference in the Section 10(a) prospectus, other documents required to be delivered to eligible participants pursuant to Rule 428(b) under the Securities Act, or additional information about the Plan, will be available without charge by contacting Computer Programs and Systems, Inc., 6600 Wall Street, Mobile, Alabama 36695; telephone (251) 639-8100, Attention: Corporate Secretary.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have previously been filed by the Registrant with the Commission, are incorporated by reference and made a part hereof:

•

The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014;

•

The Registrant’s Quarterly Reports on Form 10-Q as of and for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015;

•

The Registrant’s Current Reports on Form 8-K, filed with the Commission on May 18, 2015, December 1, 2015 and January 8, 2016;

•

The information contained in the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on March 30, 2015 and incorporated into Part III of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014; and

•

The description of the Registrant’s capital stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 000-49796) filed on May 3, 2002 with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

Additionally, all other reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, on or after the effective date of this Registration Statement, and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such reports and other documents. The Registrant is not incorporating by reference any Current Reports on Form 8-K through which it furnishes, rather than files, information with the Commission.

Any statement contained herein or in any document to be incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Certain attorneys of Maynard, Cooper & Gale, P.C. beneficially own less than one percent (1%) of the Registrant’s Common Stock.

Item 6. Indemnification of Directors and Officers.

Subsection (a) of Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) empowers a corporation to indemnify any person who by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Subsection (b) of Section 145 empowers a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he acted in any of the capacities set forth in subsection (a) of Section 145, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best

interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court deems proper.

Section 145 further provides that to the extent that a director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, he is entitled to indemnification against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith. Section 145 also states that any indemnification and advancement of expenses provided by, or granted pursuant to, Section 145 are not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled, and the section empowers the corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under Section 145.

As permitted by the DGCL, the Registrant’s Certificate of Incorporation provides that (1) the Registrant is required to indemnify its directors and officers to the fullest extent permitted by the DGCL; (2) it is permitted to indemnify its other employees to the extent that it indemnifies its officers and directors; (3) it is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to certain very limited exceptions; and (4) the rights conferred in its Certificate of Incorporation are not exclusive.

As permitted by the DGCL, the Registrant’s Certificate of Incorporation includes a provision that eliminates the personal liability of the Registrant’s directors for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the Registrant or its stockholders; (2) for acts or omissions not in good faith or that involve intentional misconduct or knowing violation of law; (3) under Section 174 of the DGCL regarding unlawful dividends, stock purchases and redemptions; or (4) for any transaction from which the director derived an improper personal benefit.

The Registrant maintains directors’ and officers’ liability insurance covering the directors and officers of the Registrant against claims arising out of the performance of their duties as such. The Registrant also has entered into indemnification agreements with its non-employee directors providing such individuals with rights to indemnification and expense advancement to the fullest extent permitted under the law.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

For a list of all exhibits filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.

Item 9. Undertakings.

(a)

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing

provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mobile, State of Alabama, on January 8, 2016.


COMPUTER PROGRAMS AND SYSTEMS, INC.

By:		/s/ J. Boyd Douglas
		Name: J. Boyd Douglas Title: President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints J. Boyd Douglas and Matt J. Chambless, and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or his or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 8, 2016.


Name and Signature				Title

/s/ J. Boyd Douglas J. Boyd Douglas				President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ David A. Dye David A. Dye				Chairman of the Board, Chief Growth Officer and Director

/s/ Matt J. Chambless Matt J. Chambless				Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer)

/s/ James B. Britain James B. Britain				Vice President-Finance and Controller (Principal Accounting Officer)

/s/ Charles P. Huffman Charles P. Huffman				Director

/s/ John C. Johnson John C. Johnson				Director


Name and Signature				Title

/s/ A. Robert Outlaw, Jr. A. Robert Outlaw, Jr.				Director

/s/ W. Austin Mulherin, III W. Austin Mulherin, III				Director

/s/ William R. Seifert, II William R. Seifert, II				Director

INDEX TO EXHIBITS


No.		Item

4.1		Certificate of Incorporation (filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-84726) and incorporated herein by reference)

4.2		Amended and Restated Bylaws (filed as Exhibit 3 to the Registrant’s Current Report on Form 8-K dated October 28, 2013 and incorporated herein by reference)

5.1*		Opinion of Maynard, Cooper & Gale, P.C. regarding legality of securities being registered (including its consent)

23.1*		Consent of Maynard, Cooper & Gale, P.C. (included as part of Exhibit 5.1)

23.2*		Consent of Grant Thornton LLP, independent registered public accounting firm

24.1*		Powers of Attorney (included on the signature page of this Registration Statement)

99.1*		Healthland Holding Inc. (f/k/a Dairyland Healthcare Solutions Holding Corp) Stock Incentive Plan

99.2		Agreement and Plan of Merger and Reorganization, dated as of November 25, 2015, by and among Computer Programs and Systems, Inc., HHI Merger Sub I, Inc., HHI Merger Sub II, Inc., Healthland Holding Inc. and AHR Holdings, LLC (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated December 1, 2015 and incorporated herein by reference)

99.3		Amendment to Agreement and Plan of Merger and Reorganization, dated as of January 8, 2016, by and among Computer Programs and Systems, Inc., Healthland Holding Inc. and AHR Holdings, LLC (filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K dated January 8, 2016 and incorporated herein by reference)

99.4*		Escrow Agreement, dated as of January 8, 2016, by and among Computer Programs and Systems, Inc., AHR Holdings, LLC and U.S. Bank National Association

* Filed herewith.

LOGO

Exhibit 5.1

January 8, 2016

Computer Programs and Systems, Inc.

6600 Wall Street

Mobile, AL 36695

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Computer Programs and Systems, Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration of 174,972 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be issued in accordance with the terms of the Healthland Holding Inc. (f/k/a Dairyland Healthcare Solutions Holding Corp) Stock Incentive Plan (as amended, the “Plan”) and that certain Agreement and Plan of Merger and Reorganization, dated November 25, 2015 (as amended, the “Merger Agreement”), by and among the Company, Healthland Holding Inc. and the other parties thereto. This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by the Commission.

In rendering this opinion letter, we have examined originals or copies of the following documents: (a) the Company’s Certificate of Incorporation, (b) the Company’s Bylaws, as amended, (c) the Registration Statement, (d) the Plan, (e) the Merger Agreement, and (f) relevant resolutions of the board of directors of the Company. We have also examined such other documents and made such other investigations as we have deemed necessary for the purposes of this opinion letter. We have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the limitations and qualifications herein set forth, we are of the opinion that, when the Registration Statement has become effective under the Act and the Shares have been issued in the manner contemplated by and on the terms and conditions set forth in the Registration Statement, the Plan and the Merger Agreement, the Shares will be validly issued, fully paid and non-assessable.

1901 Sixth Ave. North / 2400 Regions Harbert Plaza / Birmingham, AL 35203 / 205.254.1000 / maynardcooper.com

Computer Programs and Systems, Inc.

January 8, 2016

Page 2

The foregoing opinion is limited to the laws of the State of Alabama and the General Corporation Law of the State of Delaware. We express no opinion as to any law or matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinion expressed herein is rendered as of the date hereof, and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Maynard, Cooper & Gale, P.C.

LOGO

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 13, 2015 with respect to the consolidated financial statements, schedule and internal control over financial reporting of Computer Programs and Systems, Inc. included in the Annual Report on Form 10-K for the year ended December 31, 2014, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned reports in this Registration Statement.

/s/ GRANT THORNTON LLP

Atlanta, Georgia

January 8, 2016

Exhibit 99.1

HEALTHLAND HOLDING INC.

(F/K/A DAIRYLAND HEALTHCARE SOLUTIONS

HOLDING CORP)

STOCK INCENTIVE PLAN

TABLE OF CONTENTS


			Page

1.	PURPOSE OF THE PLAN			1

2.	ADMINISTRATION			1

	2.1	Administrator		1

	2.2	Plan Awards; Interpretation; Powers of Administrator		2

	2.3	Binding Determinations		3

	2.4	Reliance on Experts		3

	2.5	Delegation		3

3.	ELIGIBILITY			3

4.	STOCK SUBJECT TO THE PLAN			4

	4.1	Shares Available		4

	4.2	Share Limits		4

	4.3	Replenishment and Reissue of Unvested Awards		4

	4.4	Reservation of Shares		5

5.	OPTION GRANT PROGRAM			5

	5.1	Option Grants in General		5

	5.2	Types of Options		5

	5.3	Option Price		6

	5.4	Vesting; Term; Exercise Procedure		8

	5.5	Limitations on Grant and Terms of Incentive Stock Options		8

	5.6	Limits on 10% Holders		9

	5.7	Effects of Termination of Employment on Options		9

TABLE OF CONTENTS

(Continued)


			Page

	5.8	Option Repricing/Cancellation and Regrant/Waiver of Restrictions		10

	5.9	Early Exercise Options		11

6.	STOCK AWARD AND STOCK UNIT AWARD PROGRAM			11

	6.1	Stock Awards and Stock Unit Awards in General		11

	6.2	Provisions Applicable to Stock Awards		11

	6.3	Vesting		12

	6.4	Term		12

	6.5	Fractional Shares		12

	6.6	Termination of Employment; Return to the Corporation; Cancellation		12

	6.7	Waiver of Restrictions		13

7.	PROVISIONS APPLICABLE TO ALL AWARDS			13

	7.1	Rights of Eligible Persons, Participants and Beneficiaries		13

	7.2	No Transferability; Limited Exception to Transfer Restrictions		14

	7.3	Adjustments; Changes in Control		15

	7.4	Termination of Employment or Services		18

	7.5	Compliance with Laws		20

	7.6	Tax Withholding		21

	7.7	Plan and Award Amendments, Termination and Suspension		23

	7.8	Privileges of Stock Ownership		23

TABLE OF CONTENTS

(Continued)


			Page

	7.9	Stock-Based Awards in Substitution for Awards Granted by Other Corporation		23

	7.10	Effective Date of the Plan		24

	7.11	Term of the Plan		24

	7.12	Governing Law/Severability		24

	7.13	Captions		24

	7.14	Non-Exclusivity of Plan		24

	7.15	No Restriction on Corporate Powers		25

	7.16	Other Company Compensation or Benefit Programs		25

8.	DEFINITIONS			25

iii

HEALTHLAND HOLDING INC.

(F/K/A DAIRYLAND HEALTHCARE SOLUTIONS HOLDING CORP)

STOCK INCENTIVE PLAN

PREFACE

This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the stock award and stock unit award program set forth in Section 6 under which Eligible Persons may, at the discretion of the Administrator, be awarded restricted or unrestricted shares of Common Stock or Stock Units. Section 2 of this Plan contains the general rules regarding the administration of this Plan. Section 3 sets forth the requirements for eligibility to receive an Award grant under this Plan. Section 4 describes the capital stock of the Corporation that may be subject to Awards granted under this Plan. Section 7 contains other provisions applicable to all Awards granted under this Plan. Section 8 provides definitions for certain capitalized terms used in this Plan and not otherwise defined herein.

1.	PURPOSE OF THE PLAN.

The purpose of this Plan is to promote the success of the Corporation and the interests of its stockholders by providing a means through which the Corporation may grant equity-based incentives to attract, motivate, retain and reward certain officers, employees, directors and other eligible persons and to further link the interests of Award recipients with those of the Corporation’s stockholders generally.

2.	ADMINISTRATION.

2.1

Administrator. This Plan shall be administered by and all Awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Section 157(c) of the Delaware General Corporation Law and any other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to designate the officers and employees of the Corporation and its Affiliates who will receive grants of Awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such Awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

2.2

Plan Awards; Interpretation; Powers of Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of Awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a)

determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards;

(b)

grant Awards to Eligible Persons, determine the price and number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards will become exercisable or will vest (which may include, without limitation, performance and/or time-based schedules) or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such Awards;

(c)

approve the forms of Award Agreements, which need not be identical either as to type of Award or among Participants;

(d)

construe and interpret this Plan and any Award Agreement or other agreements defining the rights and obligations of the Corporation, its Affiliates, and Participants under this Plan, make factual determinations with respect to the administration of this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the Awards;

(e)

cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding Awards, subject to any required consent under Section 7.7.4;

(f)

accelerate or extend the vesting or exercisability or extend the term of any or all outstanding Awards (within the maximum ten-year term of Awards under Sections 5.4.2 and 6.4) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature);

(g)

determine Fair Market Value for purposes of this Plan and Awards;

(h)

determine the duration and purposes of leaves of absence that may be granted to Participants without constituting a termination of their employment for purposes of this Plan; and

(i)

determine whether, and the extent to which, adjustments are required pursuant to Section 7.3 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7.3.

2.3

Binding Determinations. Any action taken by, or inaction of, the Corporation, any Affiliate, the Board or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor the Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any Award), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

2.4

Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees of and professional advisors to the Corporation. No director, officer or agent of the Corporation or any of its Affiliates shall be liable for any such action or determination taken or made or omitted in good faith.

2.5

Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Affiliates or to third parties.

3.	ELIGIBILITY.

Awards may be granted under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” means any person who qualifies as one of the following at the time of grant of the respective Award:

(a)

an officer (whether or not a director) or employee of the Corporation or any of its Affiliates;

(b)

any member of the Board; or

(c)

any director of one of the Corporation’s Affiliates, or any individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Affiliates, as applicable, in a capital raising transaction or as a market maker or promoter of that entity’s securities) to the Corporation or one of its Affiliates.

An advisor or consultant may be selected as an Eligible Person pursuant to clause (c) above only if such person’s participation in this Plan would not adversely affect (1) the Corporation’s eligibility to rely on the Rule 701 exemption from registration under the Securities Act for the offering of shares issuable under this Plan by the Corporation, or (2) the Corporation’s compliance with any other applicable laws.

An Eligible Person may, but need not, be granted one or more Awards pursuant to Section 5 and/or one or more Awards pursuant to Section 6. An Eligible Person who has been granted an Award under this Plan may, if otherwise eligible, be granted additional Awards under this Plan if the Administrator so determines. However, a person’s status as an Eligible Person is not a commitment that any Award will be granted to that person under this Plan. Furthermore, an Eligible Person who has been granted an Award under Section 5 is not necessarily entitled to an Award under Section 6, or vice versa, unless otherwise expressly determined by the Administrator.

Each Award granted under this Plan must be approved by the Administrator at or prior to the grant of the Award.

4.	STOCK SUBJECT TO THE PLAN.

4.1

Shares Available. Subject to the provisions of Section 7.3.1, the capital stock that may be delivered under this Plan will be shares of the Corporation’s authorized but unissued Common Stock and any of its shares of Common Stock held as treasury shares. The shares of Common Stock issued and delivered may be issued and delivered for any lawful consideration.

4.2

Share Limits. Subject to the provisions of Section 7.3.1 and further subject to the share counting rules of Section 4.3, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under this Plan will not exceed 7,083,900 shares (the “Share Limit”) in the aggregate.* As required under Treasury Regulation Section 1.422-2(b)(3)(i), in no event will the number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options granted under this Plan exceed the Share Limit.

4.3

Replenishment and Reissue of Unvested Awards. To the extent that an Award is settled in cash or a form other than shares of Common Stock, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. No Award may be granted under this Plan unless, on the date of grant, the sum of (a) the maximum number of shares of Common Stock issuable at any time pursuant to such Award, plus (b) the number of shares of Common Stock that have previously been issued pursuant to Awards granted under this Plan, plus (c) the maximum number of shares of Common Stock that may be issued at any time after such date of grant pursuant to Awards that are outstanding on such date, does not exceed the Share Limit. Shares of Common Stock that are subject to or

*	Award grants (including the number of shares subject to Awards granted) must be structured to satisfy the requirements of Rule 701 promulgated under the Securities Act and applicable Blue Sky laws.

underlie Options granted under this Plan that expire or for any reason are canceled or terminated without having been exercised (or shares of Common Stock subject to or underlying the unexercised portion of such Options in the case of Options that were partially exercised), as well as shares of Common Stock that are subject to Stock Awards or Stock Unit Awards made under this Plan that are forfeited to the Corporation or, in the case of Stock Awards, otherwise repurchased by the Corporation prior to the vesting of such shares for a price not greater than the original purchase or issue price of such shares (as adjusted pursuant to Section 7.3.1) will again, except to the extent prohibited by law or applicable listing or regulatory requirements (and subject to any applicable limitations of the Code in the case of Awards intended to be Incentive Stock Options), be available for subsequent Award grants under this Plan. Shares that are exchanged by a Participant or withheld by the Corporation as full or partial payment in connection with any Award under this Plan, as well as any shares exchanged by a Participant or withheld by the Corporation or one of its Affiliates to satisfy the tax withholding obligations related to any Award, shall be available for subsequent awards under this Plan.

4.4

Reservation of Shares. The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding under this Plan.

5.	OPTION GRANT PROGRAM.

5.1

Option Grants in General. Each Option shall be evidenced by an Award Agreement in the form approved by the Administrator. The Award Agreement evidencing an Option shall contain the terms established by the Administrator for that Option, as well as any other terms, provisions, or restrictions that the Administrator may impose on the Option or any shares of Common Stock subject to the Option; in each case subject to the applicable provisions and limitations of this Section 5 and the other applicable provisions and limitations of this Plan. The Administrator may require that the recipient of an Option promptly execute and return to the Corporation his or her Award Agreement evidencing the Option. In addition, the Administrator may require that the spouse of any married recipient of an Option also promptly execute and return to the Corporation the Award Agreement evidencing the Option granted to the recipient or such other spousal consent form that the Administrator may require in connection with the grant of the Option.

5.2

Types of Options. The Administrator will designate each Option granted under this Plan as either an Incentive Stock Option or a Nonqualified Stock Option, and such designation shall be set forth in the applicable Award Agreement. Any Option granted under this Plan that is not expressly designated in the applicable Award Agreement as an Incentive Stock Option will be deemed to be designated a Nonqualified Stock Option under this Plan and not an “incentive stock option” within the meaning of Section 422 of the Code. Incentive Stock Options shall be subject to

the provisions of Section 5.5 in addition to the provisions of this Plan applicable to Options generally. The Administrator may, in its discretion, designate any Option as an “early exercise option” pursuant to Section 5.9.

5.3

Option Price.

5.3.1

Pricing Limits. Subject to the following provisions of this Section 5.3.1, the Administrator will determine the purchase price per share of the Common Stock covered by each Option (the “exercise price” of the Option) at the time of the grant of the Option, which exercise price will be set forth in the applicable Award Agreement. In no case will the exercise price of an Option be less than the greater of:

(a)

the par value of the Common Stock;

(b)

in the case of an Incentive Stock Option and subject to clause (c) below, 100% of the Fair Market Value of the Common Stock on the date of grant; or

(c)

in the case of an Incentive Stock Option granted to a Participant described in Section 5.6, 110% of the Fair Market Value of the Common Stock on the date of grant.

5.3.2

Payment Provisions. The Corporation will not be obligated to deliver certificates for the shares of Common Stock to be purchased on exercise of an Option unless and until it receives full payment of the exercise price therefor, all related withholding obligations under Section 7.6 have been satisfied, and all other conditions to the exercise of the Option set forth herein or in the Award Agreement have been satisfied. The purchase price of any shares of Common Stock purchased on exercise of an Option must be paid in full at the time of each purchase in such lawful consideration as may be permitted or required by the Administrator, which may include, without limitation, one or a combination of the following methods:

(a)

cash, check payable to the order of the Corporation, or electronic funds transfer;

(b)

notice and third party payment in such manner as may be authorized by the Administrator;

(c)

the delivery of previously owned shares of Common Stock;

(d)

by a reduction in the number of shares of Common Stock otherwise deliverable pursuant to the Award;

(e)

subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise”; or

(f)

if authorized by the Administrator or specified in the applicable Award Agreement, by a promissory note of the Participant consistent with the requirements of Section 5.3.3.

In no event shall any shares newly-issued by the Corporation be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable state law. Shares of Common Stock used to satisfy the exercise price of an Option (whether previously-owned shares or shares otherwise deliverable pursuant to the terms of the Option) shall be valued at their Fair Market Value on the date of exercise. Unless otherwise expressly provided in the applicable Award Agreement, the Administrator may eliminate or limit a Participant’s ability to pay the purchase or exercise price of any Award by any method other than cash payment to the Corporation.

5.3.3

Acceptance of Notes to Finance Exercise. The Corporation may, with the Administrator’s approval in each specific case, accept one or more promissory notes from any Eligible Person in connection with the exercise of any Option; provided that any such note shall be subject to the following terms and conditions:

(a)

The principal of the note shall not exceed the amount required to be paid to the Corporation upon the exercise, purchase or acquisition of one or more Awards under this Plan and the note shall be delivered directly to the Corporation in consideration of such exercise, purchase or acquisition.

(b)

The initial term of the note shall be determined by the Administrator; provided that the term of the note, including extensions, shall not exceed a period of five years.

(c)

The note shall provide for full recourse to the Participant and shall bear interest at a rate determined by the Administrator, but not less than the interest rate necessary to avoid the imputation of interest under the Code and to avoid any adverse accounting consequences in connection with the exercise, purchase or acquisition.

(d)

If the employment or services of the Participant by or to the Corporation and its Affiliates terminates, the unpaid principal balance of the note shall become due and payable on the 30th business day after such termination; provided, however, that if a sale of the shares acquired on exercise of the Option would cause such Participant to incur liability under Section 16(b) of the Exchange Act, the unpaid balance shall become due and payable on the 10th business day after the first day on which a sale of such shares could have been made without incurring such liability assuming for these purposes that there are no other transactions (or deemed transactions) in securities of the Corporation by the Participant subsequent to such termination.

(e)

If required by the Administrator or by applicable law, the note shall be secured by a pledge of any shares or rights financed thereby or other collateral, in compliance with applicable law.

The terms, repayment provisions, and collateral release provisions of the note and the pledge securing the note shall conform with all applicable rules and regulations, including those of the Federal Reserve Board and any applicable state law, as then in effect.

5.4

Vesting; Term; Exercise Procedure.

5.4.1

Vesting. Except as provided in Section 5.9, an Option may be exercised only to the extent that it is vested and exercisable. The Administrator will determine the vesting and/or exercisability provisions of each Option (which may be based on performance criteria, passage of time or other factors or any combination thereof), which provisions will be set forth in the applicable Award Agreement. Unless the Administrator otherwise expressly provides, once exercisable an Option will remain exercisable until the expiration or earlier termination of the Option.

5.4.2

Term. Each Option shall expire not more than 10 years after its date of grant. Each Option will be subject to earlier termination as provided in or pursuant to Sections 5.7 and 7.3.

5.4.3

Exercise Procedure. Any exercisable Option will be deemed to be exercised when the Corporation receives written notice of such exercise from the Participant (on a form and in such manner as may be required by the Administrator), together with any required payment made in accordance with Section 5.3 and Section 7.6 and any written statement required pursuant to Section 7.5.1.

5.4.4

Fractional Shares/Minimum Issue. Fractional share interests will be disregarded, but may be accumulated. The Administrator, however, may determine that cash, other securities, or other property will be paid or transferred in lieu of any fractional share interests. No fewer than 100 shares (subject to adjustment pursuant to Section 7.3.1) may be purchased on exercise of any Option at one time unless the number purchased is the total number at the time available for purchase under the Option.

5.5

Limitations on Grant and Terms of Incentive Stock Options.

5.5.1

$100,000 Limit. To the extent that the aggregate Fair Market Value of stock with respect to which incentive stock options first become exercisable by a Participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to Incentive Stock Options under this Plan and stock subject to incentive stock options under all other plans of the Corporation or any of its Affiliates, such options will be treated as nonqualified stock options. For this purpose, the Fair Market Value of the stock subject to

options will be determined as of the date the options were awarded. In reducing the number of options treated as incentive stock options to meet the $100,000 limit, the most recently granted options will be reduced (recharacterized as nonqualified stock options) first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an incentive stock option.

5.5.2

Other Code Limits. Incentive Stock Options may only be granted to individuals that are employees of the Corporation or one of its Affiliates and satisfy the other eligibility requirements of the Code. Any Award Agreement relating to Incentive Stock Options will contain or shall be deemed to contain such other terms and conditions as from time to time are required in order that the Option be an “incentive stock option” as that term is defined in Section 422 of the Code.

5.5.3

ISO Notice of Sale Requirement. Any Participant who exercises an Incentive Stock Option shall give prompt written notice to the Corporation of any sale or other transfer of the shares of Common Stock acquired on such exercise if the sale or other transfer occurs within (a) one year after the exercise date of the Option, or (b) two years after the grant date of the Option.

5.6

Limits on 10% Holders. No Incentive Stock Option may be granted to any person who, at the time the Incentive Stock Option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding stock of the Corporation (or any of its Affiliates) possessing more than 10% of the total combined voting power of all classes of stock of the Corporation (or any of its Affiliates), unless the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of the stock subject to the Incentive Stock Option and such Incentive Stock Option by its terms is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

5.7

Effects of Termination of Employment on Options.

5.7.1

Dismissal for Cause. Unless otherwise provided in the Award Agreement and subject to earlier termination pursuant to or as contemplated by Section 5.4.2 or 7.3, if a Participant’s employment by or service to the Corporation or any of its Affiliates is terminated by such entity for Cause, the Participant’s Option will terminate on the Participant’s Severance Date, whether or not the Option is then vested and/or exercisable.

5.7.2

Death or Disability. Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination pursuant to or as contemplated by Section 5.4.2 or 7.3, if a Participant’s employment by or service to the Corporation or any of its Affiliates terminates as a result of the Participant’s death or Total Disability:

(a)

the Participant (or his or her Personal Representative or Beneficiary, in the case of the Participant’s Total Disability or death, respectively), will have until the date that is 12 months after the Participant’s Severance Date to exercise the Participant’s Option (or portion thereof) to the extent that it was vested and exercisable on the Severance Date;

(b)

the Option, to the extent not vested and exercisable on the Participant’s Severance Date, shall terminate on the Severance Date; and

(c)

the Option, to the extent exercisable for the 12-month period following the Participant’s Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period.

5.7.3

Other Terminations of Employment. Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination pursuant to or as contemplated by Section 5.4.2 or 7.3, if a Participant’s employment by or service to the Corporation or any of its Affiliates terminates for any reason other than a termination by such entity for Cause or because of the Participant’s death or Total Disability:

(a)

the Participant will have until the date that is 3 months after the Participant’s Severance Date to exercise his or her Option (or portion thereof) to the extent that it was vested and exercisable on the Severance Date;

(b)

the Option, to the extent not vested and exercisable on the Participant’s Severance Date, shall terminate on the Severance Date; and

(c)

the Option, to the extent exercisable for the 3-month period following the Participant’s Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period.

5.8

Option Repricing/Cancellation and Regrant/Waiver of Restrictions. Subject to Section 4 and Section 7.7 and the specific limitations on Options contained in this Plan, the Administrator from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible Person, any adjustment in the exercise price, the vesting schedule, the number of shares subject to, or the term of, an Option granted under this Plan by cancellation of an outstanding Option and a subsequent regranting of the Option, by amendment, by substitution of an outstanding Option, by waiver or by other legally valid means. Such amendment

or other action may result in, among other changes, an exercise price that is higher or lower than the exercise price of the original or prior Option, provide for a greater or lesser number of shares of Common Stock subject to the Option, or provide for a longer or shorter vesting or exercise period.

5.9

Early Exercise Options. The Administrator may, in its discretion, designate any Option as an “early exercise” Option which, by express provision in the applicable Award Agreement, may be exercised prior to the date such Option has vested. If the Participant elects to exercise all or a portion of any such Option before it is vested, the shares of Common Stock acquired under the Option which are attributable to the unvested portion of the Option shall be Restricted Shares. The applicable Award Agreement will specify the extent (if any) to which and the time (if ever) at which the Participant will be entitled to dividends, voting and other rights in respect of such Restricted Shares prior to vesting, and the restrictions imposed on such shares and the conditions of release or lapse of such restrictions. Unless otherwise expressly provided in the applicable Award Agreement, such Restricted Shares shall be subject to the provisions of Sections 6.2 through 6.7, below.

6.	STOCK AWARD AND STOCK UNIT AWARD PROGRAM.

6.1

Stock Awards and Stock Unit Awards in General. Each Stock Award and Stock Unit Award shall be evidenced by an Award Agreement in the form approved by the Administrator. The Award Agreement evidencing a Stock Award or Stock Unit Award shall contain the terms established by the Administrator for that Award, as well as any other terms, provisions, or restrictions that the Administrator may impose on the Award; in each case subject to the applicable provisions and limitations of this Section 6 and the other applicable provisions and limitations of this Plan. The Administrator may require that the recipient of a Stock Award or Stock Unit Award promptly execute and return to the Corporation his or her Award Agreement evidencing the Award. In addition, the Administrator may require that the spouse of any married recipient of a Stock Award or Stock Unit Award also promptly execute and return to the Corporation the Award Agreement evidencing the Award granted to the recipient or such other spousal consent form that the Administrator may require in connection with the grant of the Award.

6.2

Provisions Applicable to Stock Awards.

6.2.1

Types of Stock Awards. The Administrator shall designate whether a Stock Award shall be a Restricted Stock Award, and such designation shall be set forth in the applicable Award Agreement.

6.2.2

Purchase Price.

(a) The Administrator will determine the purchase price per share of the Common Stock covered by each Stock Award at the time of grant of the Award. In no case will such purchase price be less than the par value of the Common Stock.

(b) The Corporation will not be obligated to issue certificates or otherwise evidence shares of Common Stock awarded under this Section 6 unless and until it receives full payment of the purchase price therefor and all other conditions to the purchase, as determined by the Administrator, have been satisfied. The purchase price of any shares subject to a Stock Award must be paid in full at the time of the purchase in such lawful consideration as may be permitted or required by the Administrator, which may include, without limitation, one or a combination of the methods set forth in clauses (a) through (f) in Section 5.3.2 and/or past services rendered to the Corporation or any of its Affiliates.

6.2.3

Stock Certificates. Any stock certificates evidencing Restricted Shares will bear a legend making appropriate reference to the restrictions imposed hereunder and will be held by the Corporation or by a third party designated by the Administrator until the restrictions on such shares have lapsed, the shares have vested in accordance with the provisions of the Award Agreement and Section 6.3, and any related loan has been repaid.

6.2.4

Dividend and Voting Rights. Unless otherwise provided in the applicable Award Agreement, a Participant receiving Restricted Shares will be entitled to cash dividend and voting rights for all Restricted Shares issued even though they are not vested, but such rights will terminate immediately as to any Restricted Shares which cease to be eligible for vesting.

6.3

Vesting. The restrictions imposed on the shares of Common Stock subject to a Restricted Stock Award or on Stock Units (which may be based on performance criteria, passage of time or other factors or any combination thereof) will be set forth in the applicable Award Agreement.

6.4

Term. A Stock Award or Stock Unit Award shall either vest or be forfeited not more than 10 years after the date of grant. Each Stock Award and Stock Unit Award will be subject to earlier termination as provided in or pursuant to Sections 6.6 and 7.3. Any payment of cash or delivery of stock in payment for a Stock Award or Stock Unit Award may be delayed until a future date if specifically authorized by the Administrator in writing and by the Participant.

6.5

Fractional Shares. Fractional share interests will be disregarded, but may be accumulated. The Administrator, however, may determine that cash, other securities, or other property will be paid or transferred in lieu of any fractional share interests.

6.6

Termination of Employment; Return to the Corporation; Cancellation. Unless the Administrator otherwise expressly provides, Restricted Shares subject to an Award that remain subject to vesting conditions that have not been satisfied by the time specified in the applicable Award Agreement (which may include, without limitation,

the Participant’s Severance Date), will not vest and (i) in the case of Restricted Shares, will be reacquired by the Corporation in such manner and on such terms as the Administrator provides, which terms shall include return or repayment of the lower of (a) the Fair Market Value of the Restricted Shares at the time of the termination, or (b) the original purchase price of the Restricted Shares, without interest, to the Participant; and (ii) in the case of Stock Units, will be cancelled without payment to the Participant therefor, in each case to the extent not prohibited by law. The Award Agreement shall specify any other terms or conditions of the repurchase or cancellation, as the case may be, if the Award fails to vest. Any other Stock Award or Stock Unit Award that has not been exercised as of a Participant’s Severance Date shall terminate on that date unless otherwise expressly provided by the Administrator in the applicable Award Agreement.

6.7

Waiver of Restrictions. Subject to Sections 4 and 7.7 and the specific limitations on Stock Awards and Stock Unit Awards contained in this Plan, the Administrator from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible Person, any adjustment in the vesting schedule, or the restrictions upon or the term of, a Stock Award or Stock Unit Award granted under this Plan by amendment, by substitution of an outstanding Stock Award or Stock Unit Award, as applicable, by waiver or by other legally valid means.

7.	PROVISIONS APPLICABLE TO ALL AWARDS.

7.1

Rights of Eligible Persons, Participants and Beneficiaries.

7.1.1

Employment Status. No person shall have any claim or rights to be granted an Award (or additional Awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

7.1.2

No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or related to any Award) shall confer upon any Eligible Person or Participant any right to continue in the employ or other service of the Corporation or any of its Affiliates, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or any Affiliate to change such person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause at any time. Nothing in this Section 7.1.2, or in Section 7.3 or 7.15, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract. An Award Agreement shall not constitute a contract of employment or service.

7.1.3

Plan Not Funded. Awards payable under this Plan will be payable in shares of Common Stock or from the general assets of the Corporation, and (except as to the share reservation provided in Section 4.4) no special or separate reserve, fund or deposit will be made to assure payment of such Awards. No

Participant, Beneficiary or other person will have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly provided) of the Corporation or any of its Affiliates by reason of any Award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or any of its Affiliates and any Participant, Beneficiary or other person. To the extent that a Participant, Beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right will be no greater than the right of any unsecured general creditor of the Corporation.

7.1.4

Charter Documents. The Certificate of Incorporation and Bylaws of the Corporation, as either of them may lawfully be amended from time to time, may provide for additional restrictions and limitations with respect to the Common Stock (including additional restrictions and limitations on the voting or transfer of Common Stock) or priorities, rights and preferences as to securities and interests prior in rights to the Common Stock. To the extent that these restrictions and limitations are greater than those set forth in this Plan or any Award Agreement, such restrictions and limitations shall apply to any shares of Common Stock acquired pursuant to the exercise of Awards and are incorporated herein by this reference.

7.2

No Transferability; Limited Exception to Transfer Restrictions.

7.2.1

Limit On Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 7.2, by applicable law and by the Award Agreement, as the same may be amended:

(a)

all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;

(b)

Awards will be exercised only by the Participant; and

(c)

amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of) the Participant. In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.

7.2.2

Further Exceptions to Limits On Transfer. The exercise and transfer restrictions in Section 7.2.1 will not apply to:

(a)

transfers to the Corporation;

(b)

transfers by gift or domestic relations order to one or more “family members” (as that term is defined in SEC Rule 701 promulgated under the Securities Act) of the Participant;

(c)

the designation of a Beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by the Participant’s Beneficiary, or, in the absence of a validly designated Beneficiary, transfers by will or the laws of descent and distribution; or

(d)

if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s duly authorized legal representative.

Notwithstanding anything else in this Section 7.2.2 to the contrary, but subject to compliance with all applicable laws, Incentive Stock Options and Restricted Stock Awards will be subject to any and all transfer restrictions under the Code applicable to such awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all applicable laws, any contemplated transfer by gift or domestic relations order to one or more “family members” of a Participant as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by the Administrator in order for it to be effective. The Administrator may, in its sole discretion, withhold its approval of any such proposed transfer.

7.3

Adjustments; Changes in Control.

7.3.1

Adjustments. Subject to Section 7.3.2 below, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any split-up, spin-off, or similar extraordinary dividend distribution in respect of the Common Stock; or any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall equitably and proportionately adjust (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of Awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any outstanding Awards, (3) the grant, purchase, or exercise price of any outstanding Awards, and/or (4) the securities, cash or other property deliverable upon exercise or vesting of any outstanding Awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding Awards.

Unless otherwise expressly provided in the applicable Award Agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Corporation as an entirety,

the Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based Awards to the extent necessary to preserve (but not increase) the level of incentives by this Plan and the then-outstanding performance-based Awards.

It is intended that, if possible, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable U.S. legal, tax (including, without limitation and as applicable in the circumstances, Section 424 of the Code and Section 409A of the Code) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.

Without limiting the generality of Section 2.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 7.3.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.

Unless otherwise expressly provided by the Administrator, in no event shall a conversion of one or more outstanding shares of the Corporation’s preferred stock (if any) or any new issuance of securities by the Corporation for consideration be deemed, in and of itself, to require an adjustment pursuant to this Section 7.3.1.

7.3.2

Consequences of a Change in Control Event. Upon the occurrence of a Change in Control Event, the Administrator may make provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all outstanding Awards (or the cash, securities or other property deliverable to the holder(s) of any or all outstanding Awards) based upon, to the extent relevant in the circumstances, the distribution or consideration payable to holders of the Common Stock upon or in respect of such event.

The Administrator also has the authority to accelerate the vesting of one or more Awards (as to all or only a portion of any Award) in such circumstances (including, but not limited to, a Change in Control Event) as the Administrator may determine to be appropriate.

The Administrator may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash, securities or other property settlement. In the case of Options, but without limitation on other methodologies, the Administrator may base such settlement solely upon the excess (if any) of the amount payable upon or in respect of such event over the exercise price of the Option to the extent of the then vested and exercisable shares subject to the Option.

In any of the events referred to in this Section 7.3.2, the Administrator may take such action contemplated by this Section 7.3.2 prior to such event (as opposed to on the occurrence of such event) to the extent that the

Administrator deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of the Award if an event giving rise to an acceleration does not occur.

7.3.3

Early Termination of Awards. Upon the occurrence of a Change in Control Event, each then-outstanding Award (whether or not vested and/or exercisable) shall terminate, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation or settlement of such Award and provided that, in the case of Options that will not survive or be substituted for, assumed, exchanged, or otherwise continued or settled in the Change in Control Event, the holder of such Award shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding and vested Options in accordance with their terms before the termination of the Awards (except that in no case shall more than ten days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event). For purposes of this Section 7.3, an Award shall be deemed to have been “assumed” if (without limiting other circumstances in which an Award is assumed) the Award continues after the Change in Control Event, and/or is assumed and continued by a Parent (as such term is defined in the definition of Change in Control Event) following a Change in Control Event, and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the Award, for each share of Common Stock subject to the Award immediately prior to the Change in Control Event, the consideration (whether cash, shares, or other securities or property) received in the Change in Control Event by the stockholders of the Corporation for each share of Common Stock sold or exchanged in such transaction (or the consideration received by a majority of the stockholders participating in such transaction if the stockholders were offered a choice of consideration); provided, however, that if the consideration offered for a share of Common Stock in the transaction is not solely the ordinary common stock of a successor corporation or a Parent, the Board may provide for the consideration to be received upon exercise or payment of the Award, for each share subject to the Award, to be solely ordinary common stock of the successor corporation or a Parent equal in Fair Market Value to the per share consideration received by the stockholders participating in the Change in Control Event.

7.3.4

Other Acceleration Rules. The Administrator may override the provisions of this Section 7.3 as to any Award by express provision in the applicable Award Agreement and may accord any Participant a right to refuse any

acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any Incentive Stock Option accelerated in connection with a Change in Control Event (or such other circumstances as may trigger accelerated vesting of the Incentive Stock Option) shall remain exercisable as an Incentive Stock Option only to the extent the applicable $100,000 limitation on Incentive Stock Options is not exceeded. To the extent exceeded, the accelerated portion of the Option shall be exercisable as a Nonqualified Stock Option.

7.3.5

Golden Parachute Limitation. Notwithstanding anything else contained in this Section 7.3 to the contrary, in no event shall any Award or payment be accelerated under this Section 7.3 to an extent or in a manner so that such Award or payment, together with any other compensation and benefits provided to, or for the benefit of, the Participant under any other plan or agreement of the Corporation or one of its Affiliates, would not be fully deductible by the Corporation or one of its Affiliates for federal income tax purposes because of Section 280G of the Code. If a holder of an Award would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then the holder may by written notice to the Corporation designate the order in which such parachute payments will be reduced or modified so that the Corporation or one of its Affiliates is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code. Notwithstanding the foregoing, if a Participant is a party to an employment or other agreement with the Corporation or one of its Affiliates, or is a participant in a severance program sponsored by the Corporation or one of its Affiliates that contains express provisions regarding Section 280G and/or Section 4999 of the Code (or any similar successor provision), or the applicable Award Agreement includes such provisions, the Section 280G and/or Section 4999 provisions of such employment or other agreement or plan, as applicable, shall control as to the Awards held by that Participant (for example, and without limitation, a Participant may be a party to an employment agreement with the Corporation or one of its Affiliates that provides for a “gross-up” as opposed to a “cut-back” in the event that the Section 280G thresholds are reached or exceeded in connection with a change in control and, in such event, the Section 280G and/or Section 4999 provisions of such employment agreement shall control as to any Awards held by that Participant).

7.4

Termination of Employment or Services.

7.4.1

Events Not Deemed a Termination of Employment. Unless the Administrator otherwise expressly provides with respect to a particular Award, if a Participant’s employment by or service to the Corporation or an Affiliate terminates but immediately thereafter the Participant continues in

the employ of or service to another Affiliate or the Corporation, as applicable, the Participant shall be deemed to have not had a termination of employment or service for purposes of this Plan and the Participant’s Awards. Unless the express policy of the Corporation or the Administrator otherwise provides, a Participant’s employment relationship with the Corporation or any of its Affiliates shall not be considered terminated solely due to any sick leave, military leave, or any other leave of absence authorized by the Corporation or any Affiliate or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than three months. In the case of any Participant on an approved leave of absence, continued vesting of the Award while on leave from the employ of or service with the Corporation or any of its Affiliates will be suspended until the Participant returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised after the expiration of the term of the Award set forth in the Award Agreement.

7.4.2

Effect of Change of Affiliate Status. For purposes of this Plan and any Award, if an entity ceases to be an Affiliate, a termination of employment or service will be deemed to have occurred with respect to each Eligible Person in respect of such Affiliate who does not continue as an Eligible Person in respect of another Affiliate that continues as such after giving effect to the transaction or other event giving rise to the change in status.

7.4.3

Administrator Discretion. Notwithstanding the provisions of Section 5.7 or 6.6, in the event of, or in anticipation of, a termination of employment or service with the Corporation or any of its Affiliates for any reason, the Administrator may accelerate the vesting and exercisability of all or a portion of the Participant’s Award, and/or, subject to the provisions of Sections 5.4.2 and 7.3, extend the exercisability period of the Participant’s Option upon such terms as the Administrator determines and expressly sets forth in or by amendment to the Award Agreement.

7.4.4

Termination of Consulting or Affiliate Services. If the Participant is an Eligible Person solely by reason of clause (c) of Section 3, the Administrator shall be the sole judge of whether the Participant continues to render services to the Corporation or any of its Affiliates, unless a written contract or the Award Agreement otherwise provides. If, in these circumstances, the Corporation or any Affiliate notifies the Participant in writing that a termination of the Participant’s services to the Corporation or any Affiliate has occurred for purposes of this Plan, then (unless the contract or the Award Agreement otherwise expressly provides), the Participant’s termination of services with the Corporation or Affiliate for purposes of this Plan shall be the date which is 10 days after the mailing of the notice by the Corporation or Affiliate or, in the case of a termination for Cause, the date of the mailing of the notice.

7.5

Compliance with Laws.

7.5.1

General. This Plan, the granting and vesting of Awards under this Plan, and the offer, issuance and delivery of shares of Common Stock, the acceptance of promissory notes and/or the payment of money under this Plan or under Awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities laws, and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation, provide such assurances and representations to the Corporation as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

7.5.2

Compliance with Securities Laws. No Participant shall sell, pledge or otherwise transfer shares of Common Stock acquired pursuant to an Award or any interest in such shares except in accordance with the express terms of this Plan and the applicable Award Agreement. Any attempted transfer in violation of this Section 7.5 shall be void and of no effect.

Without in any way limiting the provisions set forth above, no Participant shall make any disposition of all or any portion of shares of Common Stock acquired or to be acquired pursuant to an Award, except in compliance with all applicable federal and state securities laws and unless and until:

(a)

there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement;

(b)

such disposition is made in accordance with Rule 144 under the Securities Act; or

(c)

such Participant notifies the Corporation of the proposed

(d)

disposition and furnishes the Corporation with a statement of the circumstances surrounding the proposed disposition, and, if requested by the Corporation, furnishes to the Corporation an opinion of counsel acceptable to the Corporation’s counsel, that such disposition will not require registration under the Securities Act and will be in compliance with all applicable state securities laws.

Notwithstanding anything else herein to the contrary, neither the Corporation or any Affiliate has any obligation to register the Common Stock or file any registration statement under either federal or state securities laws, nor does the Corporation or any Affiliate make any representation concerning the likelihood of a public offering of the Common Stock or any other securities of the Corporation or any Affiliate.

7.5.3

Share Legends. Any certificates evidencing shares of Common Stock issued or delivered under this Plan shall bear the following legends and/or any other appropriate or required legends under applicable laws:

“OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE CORPORATION, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION.”

“THE SHARES ARE SUBJECT TO THE CORPORATION’S RIGHT OF FIRST REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE CORPORATION’S STOCK INCENTIVE PLAN AND AGREEMENTS WITH THE CORPORATION THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE CORPORATION.”

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE CORPORATION, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.”

7.5.4

Delivery of Financial Statements. The Corporation shall deliver annually to Participants such financial statements of the Corporation as are required to satisfy applicable securities laws.

7.5.5

Confidential Information. Any financial or other information relating to the Corporation obtained by Participants in connection with or as a result of this Plan or their Awards shall be treated as confidential.

7.6

Tax Withholding.

7.6.1

Tax Withholding. Upon any exercise, vesting, or payment of any Award or upon the disposition of shares of Common Stock acquired pursuant to the exercise of an Incentive Stock Option prior to satisfaction of the holding period requirements of Section 422 of the Code, the Corporation or any of its Affiliates shall have the right at its option to:

(a)

require the Participant (or the Participant’s Personal Representative or Beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or Affiliate may be required to withhold with respect to such Award event or payment;

(b)

deduct from any amount otherwise payable (in respect of an Award or otherwise) in cash to the Participant (or the Participant’s Personal Representative or Beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or Affiliate may be required to withhold with respect to such Award event or payment; or

(c)

reduce the number of shares of Common Stock to be delivered by (or otherwise reacquire shares held by the Participant) the appropriate number of shares of Common Stock, valued at their then Fair Market Value, to satisfy the minimum withholding obligation.

In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 7.5) grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law. The Corporation may, with the Administrator’s approval, accept one or more promissory notes from any Eligible Person in connection with taxes required to be withheld upon the exercise, vesting or payment of any Award under this Plan; provided that any such note shall be subject to terms and conditions established by the Administrator and the requirements of applicable law.

7.6.2

Tax Loans. If so provided in the Award Agreement or otherwise authorized by the Administrator, the Corporation may, to the extent permitted by law, authorize a loan to an Eligible Person in the amount of any taxes that the Corporation or any of its Affiliates may be required to withhold with respect to shares of Common Stock received (or disposed of, as the case may be) pursuant to a transaction described in Section 7.6.1. Such a loan will be for a term and at a rate of interest and pursuant to such other terms and conditions as the Corporation may establish, subject to compliance with applicable law. Such a loan need not otherwise comply with the provisions of Section 5.3.3.

7.7

Plan and Award Amendments, Termination and Suspension.

7.7.1

Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may be granted during any period that the Board suspends this Plan.

7.7.2

Stockholder Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to stockholder approval.

7.7.3

Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the requirements of Sections 2.2 and 7.7.4) may make other changes to the terms and conditions of Awards.

7.7.4

Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding Award Agreement shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Corporation under any Award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7.3 shall not be deemed to constitute changes or amendments for purposes of this Section 7.7.

7.8

Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator, a Participant will not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the Participant. Except as expressly required by Section 7.3.1, no adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.

7.9

Stock-Based Awards in Substitution for Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, stock appreciation rights, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Affiliates, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Affiliates, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The Awards so granted need not comply with other specific terms of this Plan, provided the Awards reflect

only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any Awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Affiliates in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.

7.10

Effective Date of the Plan. This Plan is effective upon the Effective Date, subject to approval by the stockholders of the Corporation within twelve months after the date the Board approves this Plan.

7.11

Term of the Plan. Unless earlier terminated by the Board, this Plan will terminate at the close of business on the day before the 10 ^th anniversary of the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards (and the authority of the Administrator with respect thereto, including the authority to amend such Awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

7.12

Governing Law/Severability.

7.12.1

Choice of Law. This Plan, the Awards, all documents evidencing Awards and all other related documents will be governed by, and construed in accordance with, the laws of the state of Delaware.

7.12.2

Severability. If it is determined that any provision of this Plan or an Award Agreement is invalid and unenforceable, the remaining provisions of this Plan and/or the Award Agreement, as applicable, will continue in effect provided that the essential economic terms of this Plan and the Award can still be enforced.

7.13

Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

7.14

Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

7.15

No Restriction on Corporate Powers. The existence of this Plan, the Award Agreements, and the Awards granted hereunder, shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the Corporation’s or any Affiliate’s capital structure or its business; (b) any merger, amalgamation, consolidation or change in the ownership of the Corporation or any Affiliate; (c) any issue of bonds, debentures, capital, preferred or prior preference stocks ahead of or affecting the Corporation’s capital stock or the rights thereof; (d) any dissolution or liquidation of the Corporation or any Affiliate; (e) any sale or transfer of all or any part of the Corporation or any Affiliate’s assets or business; or (f) any other corporate act or proceeding by the Corporation or any Affiliate. No Participant, Beneficiary or any other person shall have any claim under any Award or Award Agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Affiliate, as a result of any such action.

7.16

Other Company Compensation or Benefit Programs. Payments and other benefits received by a Participant under an Award made pursuant to this Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Affiliate, except where the Administrator or the Board expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or any Affiliate.

8.	DEFINITIONS.

“Administrator” has the meaning given to such term in Section 2.1.

“Affiliate” means (a) any corporation (other than the Corporation) in an unbroken chain of corporations ending with the Corporation if, at the time of the determination, each of the corporations other than the Corporation owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, or (b) any corporation (other than the Corporation) in an unbroken chain of corporations beginning with the Corporation if, at the time of the determination, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

“Award” means an award of any Option, Stock or Stock Unit Award, or any combination thereof, whether alternative or cumulative, authorized by and granted under this Plan.

“Award Agreement” means any writing, approved by the Administrator, setting forth the terms of an Award that has been duly authorized and approved.

“Award Date” means the date upon which the Administrator took the action granting an Award or such later date as the Administrator designates as the Award Date at the time of the grant of the Award.

“Beneficiary” means the person, persons, trust or trusts designated by a Participant, or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefits specified in the Award Agreement and under this Plan if the Participant dies, and means the Participant’s executor or administrator if no other Beneficiary is designated and able to act under the circumstances.

“Board” means the Board of Directors of the Corporation.

“Cause” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s stock options and/or stock awards) a termination of employment or service based upon a finding by the Corporation or any of its Affiliates, acting in good faith and based on its reasonable belief at the time, that the Participant:

(a) has been negligent in the discharge of his or her duties to the Corporation or any Affiliate, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(b) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information;

(c) has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation or any of its Affiliates; or has been convicted of, or pled guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar offenses);

(d) has materially breached any of the provisions of any agreement with the Corporation or any of its Affiliates;

(e) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Corporation or any of its Affiliates; or

(f) has improperly induced a vendor or customer to break or terminate any contract with the Corporation or any of its Affiliates or induced a principal for whom the Corporation or any Affiliate acts as agent to terminate such agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Administrator) on the date on which the Corporation or any Affiliate first delivers written notice to the Participant of a finding of termination for Cause.

“Change in Control Event” means any of the following:

(a)

Approval by stockholders of the Corporation (or, if no stockholder approval is required, by the Board alone) of the complete dissolution or liquidation of the Corporation, other than in the context of a Business Combination that does not constitute a Change in Control Event under paragraph (c) below;

(b)

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person” )) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the then-outstanding shares of common stock of the Corporation (the “Outstanding Company Common Stock” ) or (2) the combined voting power of the then-outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities” ); provided, however, that, for purposes of this paragraph (b), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any Affiliate or a successor, (D) any acquisition by any entity pursuant to a Business Combination, (E) any acquisition by a Person described in and satisfying the conditions of Rule 13d-1(b) promulgated under the Exchange Act, or (F) any acquisition by a Person who is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Outstanding Company Common Stock and/or the Outstanding Company Voting Securities on the Effective Date (or an affiliate, heir, descendant, or related party of or to such Person);

(c)

Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Corporation or any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation (a “Subsidiary” ), a sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or stock of another entity by the Corporation or any of its Subsidiaries (each, a “Business Combination” ), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets directly or through one or more subsidiaries (a “Parent” )), and (2) no Person (excluding any individual or entity described in clauses (C), (E) or (F) of paragraph (b) above) beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act),

directly or indirectly, more than 50% of, respectively, the then-outstanding shares of common stock of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that the ownership in excess of 50% existed prior to the Business Combination;

provided, however, that a transaction shall not constitute a Change in Control Event if it is in connection with the underwritten public offering of the Corporation’s securities.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Common Stock” means the shares of the Corporation’s common stock, par value $0.001 per share, and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 7.3.1 of this Plan.

“Corporation” means Dairyland Healthcare Solutions Holding Corp, a Delaware corporation, and its successors.

“Effective Date” means the date the Board approved this Plan.

“Eligible Person” has the meaning given to such term in Section 3 of this Plan.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value,” for purposes of this Plan and unless otherwise determined or provided by the Administrator in the circumstances, means as follows:

(a)

If the Common Stock is listed or admitted to trade on the New York Stock Exchange or other national securities exchange (the “Exchange ”), the Fair Market Value shall equal the closing price of a share of Common Stock as reported on the composite tape for securities on the Exchange for the date in question, or, if no sales of Common Stock were made on the Exchange on that date, the closing price of a share of Common Stock as reported on said composite tape for the next preceding day on which sales of Common Stock were made on the Exchange. The Administrator may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the closing price of a share of Common Stock as reported on the composite tape for securities listed on the Exchange on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock as reported on the composite tape for securities listed on the Exchange for the date in question or the most recent trading day.

(b)

If the Common Stock is not listed or admitted to trade on the a national securities exchange, the Fair Market Value shall equal the last price of a share of Common Stock as furnished by the National Association of Securities Dealers, Inc. (the “NASD”) through the NASDAQ Global Market Reporting System (the “Global Market”) for the date in question, or, if no sales of Common Stock were reported by the NASD through the Global Market on that date, the last price of a share of

Common Stock as furnished by the NASD through the Global Market for the next preceding day on which sales of Common Stock were reported by the NASD. The Administrator may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the last price of a share of Common Stock as furnished by the NASD through the Global Market on the last trading day preceding the date in question or the average of the high and low trading prices of a share of Common Stock as furnished by the NASD through the Global Market for the date in question or the most recent trading day.

(c)

If the Common Stock is not listed or admitted to trade on a national securities exchange and is not reported on the Global Market Reporting System, the Fair Market Value shall equal the mean between the bid and asked price for a share of Common Stock on such date, as furnished by the NASD or a similar organization.

(d)

If the Common Stock is not listed or admitted to trade on a national securities exchange, is not reported on the Global Market Reporting System and if bid and asked prices for the stock are not furnished by the NASD or a similar organization, the Fair Market Value shall be the value as reasonably determined by the Administrator for purposes of the Award in the circumstances.

The Administrator also may adopt a different methodology for determining Fair Market Value with respect to one or more Awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s) (for example, and without limitation, the Administrator may provide that Fair Market Value for purposes of one or more Awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

Any determination as to Fair Market Value made pursuant to this Plan shall be made without regard to any restriction other than a restriction which, by its terms, will never lapse, and shall be conclusive and binding on all persons with respect to Awards granted under this Plan.

“Incentive Stock Option” means an Option that is designated and intended as an “incentive stock option” within the meaning of Section 422 of the Code, the award of which contains such provisions (including but not limited to the receipt of stockholder approval of this Plan, if the award is made prior to such approval) and is made under such circumstances and to such persons as may be necessary to comply with that section.

“Nonqualified Stock Option” means an Option that is not an “incentive stock option” within the meaning of Section 422 of the Code and includes any Option designated or intended as a Nonqualified Stock Option and any Option designated or intended as an Incentive Stock Option that fails to meet the applicable legal requirements thereof.

“Option” means an option to purchase Common Stock granted under Section 5 of this Plan. The Administrator will designate any Option granted to an employee of the Corporation or an Affiliate as a Nonqualified Stock Option or an Incentive Stock Option.

“Participant” means an Eligible Person who has been granted and holds an Award under this Plan.

“Personal Representative” means the person or persons who, upon the disability or incompetence of a Participant, has acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan by virtue of having become the legal representative of the Participant.

“Plan” means this Healthland Holding Inc. (f/k/a Dairyland Healthcare Solutions Holding Corp) Stock Incentive Plan, as it may hereafter be amended from time to time.

“Public Offering Date” means the date the Common Stock is first registered under the Exchange Act and listed or quoted on a recognized national securities exchange or in the NASDAQ Global Market Quotation System.

“Restricted Shares” or “Restricted Stock” means shares of Common Stock awarded to a Participant under this Plan, subject to payment of such consideration and such conditions on vesting (which may include, among others, the passage of time, specified performance objectives or other factors) and such transfer and other restrictions as are established in or pursuant to this Plan and the related Award Agreement, to the extent such remain unvested and restricted under the terms of the applicable Award Agreement.

“Restricted Stock Award” means an award of Restricted Stock.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Severance Date” with respect to a particular Participant means, unless otherwise provided in the applicable Award Agreement:

(a)

if the Participant is an Eligible Person under clause (a) of Section 3 and the Participant’s employment by the Corporation or any of its Affiliates terminates (regardless of the reason), the last day that the Participant is actually employed by the Corporation or such Affiliate (unless, immediately following such termination of employment, the Participant is a member of the Board or, by express written agreement with the Corporation or any of its Affiliates, continues to provide other services to the Corporation or any Affiliate as an Eligible Person under clause (c) of Section 3, in which case the Participant’s Severance Date shall not be the date of such termination of employment but shall be determined in accordance with clause (b) or (c) below, as applicable, in connection with the termination of the Participant’s other services);

(b)

if the Participant is not an Eligible Person under clause (a) of Section 3 but is an Eligible Person under clause (b) thereof, and the Participant ceases to be a member of the Board (regardless of the reason), the last day that the Participant is actually a member of the Board (unless, immediately following such termination, the Participant is an employee of the Corporation or any of its Affiliates or, by express written agreement with the Corporation or any of its Affiliates, continues to provide other services to the Corporation or any Affiliate as an Eligible Person under clause

(c) of Section 3, in which case the Participant’s Severance Date shall not be the date of such termination but shall be determined in accordance with clause (a) above or (c) below, as applicable, in connection with the termination of the Participant’s employment or other services);

(c)

if the Participant is not an Eligible Person under clause (a) or clause (b) of Section 3 but is an Eligible Person under clause (c) thereof, and the Participant ceases to provide services to the Corporation or any of its Affiliates as determined in accordance with Section 7.4.4 (regardless of the reason), the last day that the Participant actually provides services to the Corporation or such Affiliate as an Eligible Person under clause (c) of Section 3 (unless, immediately following such termination, the Participant is an employee of the Corporation or any of its Affiliates or is a member of the Board, in which case the Participant’s Severance Date shall not be the date of such termination of services but shall be determined in accordance with clause (a) or (b) above, as applicable, in connection with the termination of the Participant’s employment or membership on the Board).

“Stock Award” means an award of shares of Common Stock under Section 6 of this Plan. A Stock Award may be a Restricted Stock Award or an award of unrestricted shares of Common Stock.

“Stock Unit Award” means an award of Stock Units under Section 6 of this Plan.

“Stock Unit” means a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of Common Stock solely for purposes of determining the payment of a Stock Unit Award. Stock Units are not outstanding shares of Common Stock and do not entitle a Participant to any dividend, voting or other rights in respect of any shares of Common Stock represented thereby or acquirable thereunder; provided, however, that Stock Units may, by express provision in the applicable Award Agreement, entitle a Participant to dividend equivalent rights, as determined by the Administrator. Stock Units shall not be treated as property or a trust fund or any kind.

“Total Disability” means a “total and permanent disability” within the meaning of Section 22(e)(3) of the Code and, with respect to Awards other than Incentive Stock Options, such other disabilities, infirmities, afflictions, or conditions as the Administrator may include.

Exhibit 99.4

ESCROW AGREEMENT

This Escrow Agreement, dated as of January 8, 2016 (this “ Escrow Agreement ”), is by and among Computer Programs and Systems, Inc., a Delaware corporation (“ Parent ”), AHR Holdings, LLC, a Delaware limited liability company (the “ Securityholder Representative ”), solely in its capacity as the representative of the securityholders (the “ Company Securityholders ”) of Healthland Holding Inc., a Delaware corporation (the “ Company ”), and U.S. Bank National Association, a national banking association, as escrow agent hereunder (the “ Escrow Agent ” and, together with Parent and the Securityholder Representative, the “ Parties ”).

BACKGROUND

A. Parent, HHI Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent, HHI Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent, the Company and the Securityholder Representative entered into that certain Agreement and Plan of Merger and Reorganization, dated as of November 25, 2015 (the “ Underlying Agreement ”), whereby pursuant to a plan and series of integrated transactions Parent agreed to acquire the Company for the consideration and on the terms set forth in the Underlying Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Underlying Agreement.

B. The Underlying Agreement provides that Parent shall deposit the Escrow Fund (as defined below) in an escrow account to be held by the Escrow Agent for the purpose of indemnification payments and other payments that become payable to Parent (or any other Parent Indemnified Person (as defined in the Underlying Agreement)), if any, pursuant to the Underlying Agreement.

C. The Escrow Agent has agreed to accept, hold and disburse the Escrow Fund, together with any interest and other income thereon, in accordance with the terms of this Escrow Agreement.

D. Parent has appointed the Parent Appointed Persons (as defined below) and the Securityholder Representative has appointed the Representative Appointed Persons (as defined below) to represent Parent and the Securityholder Representative, respectively, for all purposes in connection with the Escrow Fund and this Escrow Agreement.

The Parties, intending to be legally bound, hereby agree as follows:

1. Definitions . The following terms have the following meanings when used in this Escrow Agreement:

“ Appointed Persons ” means the Parent Appointed Persons and the Representative Appointed Persons.

“ Joint Written Direction ” means a written direction executed by a Parent Appointed Person and a Representative Appointed Person and directing the Escrow Agent to disburse all or a portion of the Escrow Fund or to take or refrain from taking any other action pursuant to this Escrow Agreement.

“ Parent Appointed Persons ” means the person(s) designated as such on Schedule C to this Escrow Agreement or any other person designated as such in a writing signed by Parent and delivered to the Escrow Agent and the Securityholder Representative in accordance with the notice provisions of this Escrow Agreement, to act as Parent’s representative under this Escrow Agreement.

“ Representative Appointed Persons ” means the person(s) designated as such on Schedule C to this Escrow Agreement or any other person designated as such in a writing signed by the Securityholder Representative and delivered to the Escrow Agent and Parent in accordance with the notice provisions of this Escrow Agreement, to act as the Securityholder Representative’s representative under this Escrow Agreement.

2. Appointment of and Acceptance by the Escrow Agent . Parent and the Securityholder Representative hereby appoint the Escrow Agent to serve as escrow agent pursuant to this Escrow Agreement. The Escrow Agent hereby accepts such appointment and, upon receipt of the Escrow Fund in accordance with Section 3(a) of this Escrow Agreement, agrees to hold, invest and disburse the Escrow Fund in accordance with this Escrow Agreement.

3. Deposit of the Escrow Fund .

(a) Simultaneously with the execution and delivery of this Escrow Agreement, Parent shall transfer (i) an amount of cash equal to Ten Million Dollars ($10,000,000) (the “ Escrow Cash ”) and (ii) two hundred twenty-four thousand five hundred forty-two (224,542) shares of common stock, par value $0.001 per share, of Parent (“ Parent Common Stock ”) and options covering nineteen thousand seven hundred twelve (19,712) shares of Parent Common Stock (collectively, the “ Escrow Shares ” and, together with the Escrow Cash, the “ Escrow Fund ”), to the Escrow Agent, with the Escrow Cash being transferred by wire transfer of immediately available funds to the account designated by the Escrow Agent on Schedule A to this Escrow Agreement and the certificates representing the Escrow Shares being delivered to the address designated by the Escrow Agent.

(b) Any stock splits involving the common stock, par value $0.001 per share, of Parent during the term of this Escrow Agreement shall be distributed by Parent to the Escrow Agent and held by the Escrow Agent as part of the Escrow Fund. All numbers contained in, and all calculations required to be made pursuant to, this Escrow Agreement, including the Stipulated Value (as defined below), shall be adjusted as appropriate to reflect any stock split, reverse stock split, stock dividend or similar transactions effected by Parent after the date of this Escrow Agreement.

(c) No fractional Escrow Shares shall be retained in or released from the Escrow Fund. In connection with any disbursement of Escrow Shares, the Escrow Agent shall round down to the nearest whole share to avoid retaining any fractional Escrow Share in the Escrow Fund and to avoid disbursing any fractional Escrow Share from the Escrow Fund and cash provided by Parent shall be paid in lieu of such fractional Escrow Share, which shall be deemed to have been purchased by Parent with such cash.

4. Sale of Escrow Shares and Exercise of Options . Upon the written request of the Securityholder Representative (on behalf of any Company Securityholder), the Escrow Agent shall promptly, but no later than one (1) business day thereafter, cause such Company

Securityholder’s Escrow Shares to be sold or options covering such Company Securityholder’s Escrow Shares to be exercised, in each case, pursuant to instructions provided by the Securityholder Representative (on behalf of such Company Securityholder); provided , however , that with respect to options covering such Company Securityholder’s Escrow Shares, the Escrow Agent shall cause such options to be exercised only upon delivery by the Securityholder Representative (on behalf of such Company Securityholder) of the aggregate exercise price or a notice of net exercise, in each case, in form and substance as is required by the applicable option documentation with respect to such option. After such sale of such Escrow Shares or exercise of such options, the Escrow Agent shall hold the cash pursuant to the sale of such Escrow Shares and/or the shares of Parent Common Stock pursuant to such exercised options pursuant to the same terms and conditions applicable to the Escrow Cash or the Escrow Shares, respectively, as set forth in this Escrow Agreement. The applicable Company Securityholder shall be responsible for paying all taxes arising in connection with the sale of such Company Securityholder’s Escrow Shares or the exercise of the options underlying such Company Securityholder’s Escrow Shares pursuant to this Section 4 (regardless of whether or not the Escrow Fund is distributed to the Company Securityholders pursuant to this Escrow Agreement).

5. Disbursements of the Escrow Fund .

(a) Subject to Section 6 of this Escrow Agreement, the Escrow Agent shall disburse all or a portion of the Escrow Fund at any time and from time to time upon receipt of, and in accordance with, (i) a Joint Written Direction (which must contain complete payment instructions, including wiring instructions or an address to which a check or Escrow Shares are to be sent) or (ii) any final Order rendered by a Governmental Authority of competent jurisdiction; provided, however, that any amounts due and owing to Parent (or any other Parent Indemnified Person) are to be paid first by release of an amount of cash from the Escrow Cash equal to such amount due and owing and if the then current balance of the Escrow Cash is insufficient to cover all of such amount due and owing, then a number of Escrow Shares equal to (A) the remainder of such amount due and owing divided by (B) Forty-One Dollars and Forty-Five Cents ($41.45) (the “ Stipulated Value ”). Subject to Section 6 and Section 27(d) of this Escrow Agreement, on the first (1 ^st ) business day after the fifteen (15) month anniversary of the date of this Escrow Agreement (the date of such fifteen (15) month anniversary, the “ Final Release Date ”), the Escrow Agent shall disburse to the Exchange Agent, with respect to the Company Stockholders, and to the Company, with respect to the holders of the Assumed Options, for further distribution to the Company Securityholders the then current balance of the Escrow Fund not subject to a Claim Notice (as defined below) pursuant to the wire transfer instructions set forth in Schedule D to this Escrow Agreement, which may be updated from time to time.

(b) Prior to any disbursement of the Escrow Fund, the Escrow Agent must have received reasonable identifying information regarding the recipients such that the Escrow Agent is able to comply with the Escrow Agent’s regulatory obligations and reasonable business practices, including, without limitation, a completed United States Internal Revenue Service (“ IRS ”) Form W-9 or original IRS Form W-8, as applicable. All disbursements of the Escrow Fund are subject to the fees and claims of the Escrow Agent and the Indemnified Parties (as defined below) pursuant to Section 12 and Section 13 of this Escrow Agreement.

6. Resolution and Disbursement of Claims .

(a) If, at or prior to 11:59 p.m. (Central Time) on the Final Release Date (the “ Claim Deadline ”), Parent (or another Parent Indemnified Person) elects to assert a claim for indemnity against the Company Securityholders pursuant to the Underlying Agreement or a claim for payment of some other amount owed by the Company Securityholders to Parent pursuant to the Underlying Agreement (in each case, a “ Claim ”), Parent must give written notice of such Claim (a “ Claim Notice ”) to the Escrow Agent and the Securityholder Representative at or prior to the Claim Deadline. Such Claim Notice must describe the Claim in reasonable detail and must indicate the estimated amount, if reasonably practicable, asserted by Parent (or another Parent Indemnified Person) for such Claim. Parent shall also deliver to the Escrow Agent a written statement confirming delivery to the Securityholder Representative of a copy of such Claim Notice. The Securityholder Representative will have a period of thirty (30) calendar days immediately following the date on which the Escrow Agent receives such Claim Notice and such written statement confirming delivery of such Claim Notice to the Securityholder Representative (the date of such receipt by the Escrow Agent, the “ Claim Notice Delivery Date ”) to advise Parent and the Escrow Agent in writing whether the Securityholder Representative objects to any or all of the amount of the Claim described in such Claim Notice.

(b) If, at or prior to 11:59 p.m. (Central Time) on the date that is thirty (30) calendar days immediately following the Claim Notice Delivery Date (the “ Response Deadline ”), the Escrow Agent receives from the Securityholder Representative a written objection (a “ Claim Response ”) to any or all of the amount of the Claim described in the Claim Notice (the “ Contested Amount ”), then on the first (1 ^st ) business day following the Response Deadline the Escrow Agent shall disburse to Parent the full amount of the Claim described in the Claim Notice, except for the Contested Amount. Thereafter, the Escrow Agent shall disburse the Contested Amount only upon receipt of, and in accordance with, (i) a Joint Written Direction (which must contain complete payment instructions, including wiring instructions or an address to which a check or Escrow Shares are to be sent) or (ii) any final Order rendered by a Governmental Authority of competent jurisdiction.

(c) The Escrow Agent shall disburse to Parent the full amount of the Claim described in the Claim Notice on the first (1 ^st ) business day following the Response Deadline if the Escrow Agent has not received from the Securityholder Representative a Claim Response with respect to such Claim at or prior to the Response Deadline and Parent has provided a written statement to the Escrow Agent stating that Parent has delivered the Claim Notice to the Securityholder Representative in accordance with Section 6(a) of this Escrow Agreement.

(d) The Escrow Agent is not responsible for determining the validity or sufficiency of any Claim Notice or Claim Response. The Escrow Agent shall have no duty to verify Parent’s written statement confirming delivery to the Securityholder Representative of a copy of a Claim Notice. The Escrow Agent shall have no duty to provide Parent, the Securityholder Representative or their respective Appointed Persons with any Claim Notice or Claim Response.

7. Suspension of Performance; Disbursement into Court . If, at any time, (i) there is any dispute between Parent and the Securityholder Representative (or their respective Appointed Persons) with respect to the holding or disbursement of all or any portion of the Escrow Fund or any other obligations of the Escrow Agent under this Escrow Agreement, (ii) the Escrow Agent

is unable in good faith to determine, to the Escrow Agent’s satisfaction, the proper disbursement of all or any portion of the Escrow Fund or the Escrow Agent’s proper actions with respect to the Escrow Agent’s obligations under this Escrow Agreement, or (iii) Parent and the Securityholder Representative fail to appoint a successor Escrow Agent prior to the effective date of the Escrow Agent’s resignation in accordance with Section 9 of this Escrow Agreement, then, in each such case, the Escrow Agent will be permitted, in the Escrow Agent’s discretion, exercised in good faith, to take either or both of the following actions:

(a) suspend the performance of any of the Escrow Agent’s obligations (including, without limitation, any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty is resolved to the satisfaction of the Escrow Agent in the good faith exercise of the Escrow Agent’s judgment or until a successor Escrow Agent has been appointed, as applicable; and/or

(b) petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction, in any venue convenient to the Escrow Agent, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, transfer into such court, for holding and disposition in accordance with the instructions of such court, the Escrow Fund after deduction and payment to the Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by, or expected in good faith to be incurred by the Escrow Agent in connection with the performance of the Escrow Agent’s duties and the exercise of the Escrow Agent’s rights under this Escrow Agreement.

The Escrow Agent will not be liable to Parent or the Securityholder Representative, their respective owners, shareholders or members or any other person (including, without limitation, the Appointed Persons) or entity with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that arises, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Fund or any delay in or with respect to any other action required or requested of the Escrow Agent, in each such case, if believed by Escrow Agent in the good faith exercise of its judgment to be permitted by this Section 7 , except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct caused any loss to Parent or the Securityholder Representative.

8. Investment of Funds . Based upon Parent’s and the Securityholder Representative’s prior review of investment alternatives, in the absence of further specific written direction to the contrary, the Escrow Agent is directed to initially invest and reinvest the Escrow Cash in the investment indicated on Schedule B of this Escrow Agreement. Parent and the Securityholder Representative are entitled to change the investment of the Escrow Cash by providing the Escrow Agent with a Joint Written Direction to that effect, except that no investment or reinvestment is to be made except in the following: (a) direct obligations of the United States of America or obligations the principal of and the interest on which are unconditionally guaranteed by the United State of America; (b) U.S. dollar denominated deposit accounts and certificates of deposits issued by any bank, bank and trust company, or national banking association (including the Escrow Agent and its affiliates), which such deposits are either (i) insured by the Federal Deposit Insurance Corporation or a similar governmental agency, or (ii) with domestic commercial banks that have a rating on their short-term certificates

of deposit on the date of purchase of “A-1” or “A-l+” by S&P or “P-1” by Moody’s and maturing no more than three hundred sixty (360) calendar days after the date of purchase (ratings on holding companies are not considered as the rating of the bank); (c) repurchase agreements with any bank, trust company, or national banking association (including the Escrow Agent and its affiliates); or (d) institutional money market funds, including funds managed by the Escrow Agent or any of its affiliates; provided that the Escrow Agent will not be required to invest in investments that the Escrow Agent determines, in the Escrow Agent’s discretion exercised in good faith, are not consistent with the Escrow Agent’s policy or practices. Parent and the Securityholder Representative acknowledge that the Escrow Agent does not have a duty nor will the Escrow Agent undertake any duty to provide investment advice.

If the Escrow Agent has not received a Joint Written Direction at any time that an investment decision must be made, the Escrow Agent is directed to invest the Escrow Cash, or such portion of the Escrow Cash as to which no written investment instruction has been received, in the investment indicated on Schedule B of this Escrow Agreement. All investments will be made in the name of the Escrow Agent. Notwithstanding anything to the contrary contained in this Escrow Agreement, the Escrow Agent is permitted to, without notice to Parent and the Securityholder Representative, sell or liquidate any of the foregoing investments at any time for any disbursement of the Escrow Cash permitted or required pursuant to this Escrow Agreement. All investment earnings on the Escrow Cash will become part of the Escrow Cash and investment losses on the Escrow Cash will be charged against the Escrow Cash. The Escrow Agent is not liable or responsible for loss in the value of any investment made pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrow Cash. With respect to any amount of the Escrow Cash received by the Escrow Agent after 12:00 p.m. (Central Time), the Escrow Agent will not be required to invest such funds or to effect any investment instruction until the next day upon which banks in St. Paul, Minnesota and the New York Stock Exchange are open for business.

9. Resignation of the Escrow Agent . The Escrow Agent is permitted to resign and be discharged from the performance of the Escrow Agent’s duties under this Escrow Agreement at any time by giving thirty (30) calendar days prior written notice to Parent and the Securityholder Representative specifying a date when such resignation will take effect. Upon any such notice of resignation, Parent and the Securityholder Representative jointly shall appoint a successor Escrow Agent under this Escrow Agreement prior to the effective date of such resignation. If Parent and the Securityholder Representative fail to appoint a successor Escrow Agent within such time, the Escrow Agent will be permitted to petition a court of competent jurisdiction to appoint a successor Escrow Agent, and Parent and the Securityholder Representative shall, jointly and severally, pay all costs and expenses (including, without limitation, reasonable attorneys’ fees) related to such petition. The resigning Escrow Agent shall transmit all records pertaining to the Escrow Fund and shall transfer all of the Escrow Fund to the successor Escrow Agent, after making copies of such records as the resigning Escrow Agent deems advisable and after deduction and payment to the resigning Escrow Agent of all fees and expenses (including court costs and reasonable attorneys’ fees) payable to, incurred by, or expected in good faith to be incurred by the resigning Escrow Agent in connection with the performance of the resigning Escrow Agent’s duties and the exercise of the resigning Escrow Agent’s rights under this Escrow Agreement. After any resigning Escrow Agent’s resignation, the provisions of this Escrow Agreement will inure to such resigning Escrow Agent’s benefit as to any actions taken or omitted to be taken by such resigning Escrow Agent while such resigning Escrow Agent was serving as the Escrow Agent under this Escrow Agreement.

10. Binding Effect; Successors . This Escrow Agreement is binding upon the Parties and their respective heirs, executors, successors and permitted assigns. If the Escrow Agent consolidates, merges or converts into, or transfers all or substantially all of the Escrow Agent’s corporate trust business (including the escrow contemplated by this Escrow Agreement) to another corporation, the successor or transferee corporation without any further act will be the successor Escrow Agent.

11. Liability of the Escrow Agent . The Escrow Agent undertakes to perform only such duties as are expressly set forth in this Escrow Agreement and no duties are to be implied. The Escrow Agent has no fiduciary or discretionary duties of any kind. The Escrow Agent has no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including, without limitation, any other agreement between any or all of the Parties or any other persons or entities even though reference to such agreement is made in this Escrow Agreement. The Escrow Agent is not liable for any action taken or omitted by the Escrow Agent in good faith, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct caused any loss to Parent or the Securityholder Representative. The Escrow Agent’s sole responsibility is the safekeeping and disbursement of the Escrow Fund in accordance with the terms of this Escrow Agreement. The Escrow Agent is not to be charged with knowledge or notice of any fact or circumstance not specifically set forth in this Escrow Agreement. The Escrow Agent is permitted to rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, that the Escrow Agent believes in good faith to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event will the Escrow Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, without limitation, lost profits), even if the Escrow Agent has been advised of the likelihood of such damages or penalties and regardless of the form of action. The Escrow Agent is not responsible for delays or failures in performance resulting from acts beyond the Escrow Agent’s control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war or terror, epidemics, governmental regulations, fire, communication line failures, computer viruses, power failures, earthquakes or other disasters. The Escrow Agent is not obligated to take any legal action or commence any proceeding in connection with the Escrow Fund, any account in which the Escrow Fund is deposited, this Escrow Agreement or the Underlying Agreement, or to appear in, prosecute or defend any such legal action or proceeding. The Escrow Agent is permitted to consult legal counsel selected by the Escrow Agent in the event of any dispute or question as to the construction of any of the provisions of this Escrow Agreement or of any other agreement related to this Escrow Agreement or of the Escrow Agent’s duties under this Escrow Agreement, or relating to any dispute involving any Party related to this Escrow Agreement, and will incur no liability and will be fully indemnified from any liability whatsoever in acting in good faith in accordance with the advice of such counsel. Parent and the Securityholder Representative, jointly and severally, shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel. Parent and the Securityholder Representative agree to perform or procure the performance of all further acts and things, and execute and deliver such further documents, as are required by law or as the Escrow Agent reasonably requests in connection with the Escrow Agent’s duties under this Escrow Agreement.

The Escrow Agent is authorized, in the Escrow Agent’s sole discretion, to comply with final orders issued or process entered by any court with respect to the Escrow Fund, without determination by the Escrow Agent of such court’s jurisdiction in the matter. If any portion of the Escrow Fund is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property is stayed or enjoined by any court order, or in case any order, writ, judgment or decree is made or entered by any court affecting such property or any part thereof, then and in any such event, the Escrow Agent is authorized, in the Escrow Agent’s sole discretion, to rely upon and comply with any such order, writ, judgment or decree that the Escrow Agent is advised by legal counsel selected by the Escrow Agent is binding upon the Escrow Agent; and if the Escrow Agent complies with any such order, writ, judgment or decree, the Escrow Agent will not be liable to any of the Parties or to any other person or entity by reason of such compliance even if such order, writ, judgment or decree is subsequently reversed, modified, annulled, set aside or vacated.

12. Indemnification of the Escrow Agent . From and at all times after the date of this Escrow Agreement, Parent and the Securityholder Representative (on behalf of the Company Securityholders), jointly and severally, shall, to the fullest extent permitted by law, indemnify and hold harmless the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent (collectively, the “ Indemnified Parties ”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, penalties, costs and expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person or entity, including, without limitation, Parent, the Securityholder Representative or their respective Appointed Persons, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person or entity under any statute or regulation, including, without limitation, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance in connection with this Escrow Agreement or any transactions contemplated by this Escrow Agreement, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation, except that no Indemnified Party has the right to be indemnified under this Escrow Agreement for any liability determined by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Parent and the Securityholder Representative (on behalf of the Company Securityholders) further agree, jointly and severally, to indemnify each Indemnified Party for all costs, including, without limitation, reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of Parent’s and the Securityholder Representative’s indemnification obligations hereunder. Each Indemnified Party, in such Indemnified Party’s sole discretion, has the right to select and employ separate counsel with respect to any such action or claim brought or asserted against such Indemnified Party, and Parent and the Securityholder Representative (on behalf of the Company Securityholders) shall, jointly and severally, pay the reasonable fees of such counsel upon demand. The obligations of Parent and the Securityholder Representative under this Section 12 are to survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. If any payments made by the Securityholder Representative (on behalf of the Company Securityholders) pursuant to this Section 12 are due at the time the Escrow Fund is disbursed pursuant to Section 5 of this Escrow Agreement, then such payments may be satisfied from the

Escrow Fund prior to its disbursement to the Company Securityholders, otherwise, the Securityholder Representative (on behalf of the Company Securityholders) shall be responsible for any such payments.

The Parties agree that neither the payment by Parent or the Securityholder Representative of any claim by an Indemnified Party for indemnification hereunder nor the disbursement of any amounts to the Escrow Agent from the Escrow Cash in respect of a claim by an Indemnified Party for indemnification is to impair, limit, modify, or affect, as between Parent, on the one hand, and the Securityholder Representative and the Company Securityholders, on the other hand, the respective rights and obligations of Parent, on the one hand, and the Securityholder Representative and the Company Securityholders, on the other hand, under the Underlying Agreement.

13. Compensation of the Escrow Agent

(a) Fees and Expenses . Parent and the Securityholder Representative (on behalf of the Company Securityholders) agree, jointly and severally, to compensate the Escrow Agent on demand for the Escrow Agent’s services pursuant to this Escrow Agreement in accordance with Schedule A of this Escrow Agreement. Without limiting the joint and several nature of their obligations to the Escrow Agent, Parent and the Securityholder Representative (on behalf of the Company Securityholders) agree among themselves that Parent and the Securityholder Representative (on behalf of the Company Securityholders) will each be responsible for fifty percent (50%) of the Escrow Agent’s compensation. The obligations of Parent and the Securityholder Representative under this Section 13 are to survive any termination of this Escrow Agreement and the resignation or removal of the Escrow Agent. If any payments made by the Securityholder Representative (on behalf of the Company Securityholders) pursuant to this Section 13 are due at the time the Escrow Fund is disbursed pursuant to Section 5 of this Escrow Agreement, then such payments may be satisfied from the Escrow Fund prior to its disbursement to the Company Securityholders, otherwise, the Securityholder Representative (on behalf of the Company Securityholders) shall be responsible for any such payments.

(b) Invoices . The Escrow Agent shall furnish Parent and the Securityholder Representative copies of invoices and other statements for the amount of any compensation and reimbursement of out-of-pocket expenses past due and payable pursuant to this Escrow Agreement (including any amount the Escrow Agent or any Indemnified Party is entitled to be indemnified for pursuant to this Escrow Agreement). Parent and the Securityholder Representative (on behalf of the Company Securityholders) will each be responsible for fifty percent (50%) of the Escrow Agent’s compensation and out-of-pocket expenses.

(c) Offset . Parent and the Securityholder Representative hereby grant to the Escrow Agent and the Indemnified Parties a right of offset against the Escrow Cash with respect to any compensation or reimbursement due any of them pursuant to this Escrow Agreement (including any amount the Escrow Agent or any Indemnified Party is entitled to be indemnified for pursuant to this Escrow Agreement). If for any reason the Escrow Cash is insufficient to cover such compensation and reimbursement, each of Parent and the Securityholder Representative (on behalf of the Company Securityholders) shall promptly pay fifty percent (50%) of such amounts to the Escrow Agent or any Indemnified Party upon receipt of an itemized invoice.

14. Representations and Warranties . Each of Parent and the Securityholder Representative makes the following representations and warranties, solely as to itself, to the Escrow Agent:

(a) such Party has full power and authority to execute and deliver this Escrow Agreement and to perform such Party’s obligations under this Escrow Agreement; and this Escrow Agreement has been duly approved by all necessary action of such Party and constitutes such Party’s valid and binding agreement enforceable in accordance with its terms, except as enforceability is limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; and

(b) such Party’s Appointed Persons have each been duly appointed to act as an authorized representative pursuant to this Escrow Agreement and individually has full power and authority to execute and deliver any Joint Written Direction, to amend, modify or waive any provision of this Escrow Agreement and to take any and all other actions as an authorized representative of such Party under this Escrow Agreement, all without further consent or direction from, or notice to, such Party or any other Party, provided that any change in designation of such Party’s Appointed Persons is to be provided by written notice delivered to each other Party.

15. Identifying Information . To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who or entity that opens an account. For an entity such as a business entity, a charity, a trust, or other legal entity, the Escrow Agent requires documentation to verify such entity’s formation and existence as a legal entity. The Escrow Agent may ask to see financial statements, licenses, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. The Parties acknowledge that a portion of the identifying information set forth herein is being requested by the Escrow Agent in connection with the USA Patriot Act, Pub.L.107-56 (the “ Act ”), and each agrees to provide any additional information requested by the Escrow Agent in connection with the Act or any other legislation or regulation to which the Escrow Agent is subject, in a timely manner.

16. Consent to Jurisdiction and Venue . In the event that any Party commences a lawsuit or other proceeding relating to or arising from this Escrow Agreement, the Parties agree to the personal jurisdiction by and venue in the federal and state courts located in the State of Delaware and waive any objection to such jurisdiction or venue. The Parties consent to and agree to submit to the jurisdiction of any of the courts specified in this Section 16 and agree to accept service of process to vest personal jurisdiction over them in any of these courts.

17. Notices . All notices, consents, waivers, and other communications under this Escrow Agreement must be in writing (and in the case of a communication to the Escrow Agent, such writing must be manually signed) and are to be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by facsimile with confirmation of transmission by telephone call to the recipient, (c) sent by electronic mail during regular business hours, or if not during regular business hours, the next business day, (d) received by the addressee, if sent by certified mail, return receipt requested, or (e) received by the addressee, if sent by a nationally recognized overnight delivery service, return receipt

requested, in each case to the appropriate addresses or facsimile numbers set forth below (or to such other addresses or facsimile numbers as a Party designates by notice to the other Parties in accordance with this Section 17 ):


If to Parent at:

	Computer Programs and Systems, Inc.
	6600 Wall Street
	Mobile, Alabama 36695
	Attention: Boyd Douglas
	Electronic Mail: Boyd.douglas@cpsi.com
	Facsimile: 251-639-8214

With a copy to (which does not constitute notice Parent):

	Maynard, Cooper & Gale, P.C.
	1901 Sixth Avenue North
	2400 Regions Harbert Plaza
	Birmingham, Alabama 35203
	Attention: Gregory S. Curran and Bradley H. Wood
	Electronic Mail:	gcurran@maynardcooper.com
		bwood@maynardcooper.com
	Facsimile: 205-254-1999

If to the Securityholder Representative at:

	c/o Francisco Partners
	One Letterman Drive
	Building C – Suite 410
	San Francisco, California 94129
	Attention: Ezra Perlman and Brian Decker
	Electronic Mail:	perlman@franciscopartners.com
		decker@franciscopartners.com
	Facsimile: 415-418-2999

With a copy to (which does not constitute notice to the Securityholder Representative):

	Shearman & Sterling LLP
	Four Embarcadero Center
	Suite 3800
	San Francisco, California 94111-5994
	Attention: Michael J. Kennedy and Dana C.F. Kromm
	Electronic Mail:	mkennedy@shearman.com
		dana.kromm@shearman.com
	Facsimile: 415-616-1448

If to the Escrow Agent at:

U.S. Bank National Association, as Escrow Agent

2204 Lakeshore Drive

Homewood, AL 35209

Attention: Global Corporate Trust Services

Telephone: 205-802-5506

Facsimile: 205-802-5515

E-mail: sandy.gresham@usbank.com

and to:

U.S. Bank National Association

Trust Finance Management

2204 Lakeshore Drive

Homewood, AL 35209

Attention: Robert Heigl

Telephone: 205-802-5505

Facsimile: 205-802-5516

E-mail: robert.heigl@usbank.com

18. Optional Security Procedures. In the event funds transfer instructions, address changes or change in contact information are given (other than in writing at the time of execution of this Escrow Agreement), whether in writing, by facsimile or otherwise, the Escrow Agent is authorized, but is under no duty to seek confirmation of such instructions by telephone call-back to the applicable Appointed Persons, and the Escrow Agent is entitled to rely upon the confirmation of anyone purporting to be such Appointed Person. The Appointed Persons and telephone numbers for call-backs may be changed only in writing actually received and acknowledged by the Escrow Agent and will be effective only after the Escrow Agent has had a reasonable opportunity to act on such changes. Parent and the Securityholder Representative agree that the Escrow Agent is permitted, at the Escrow Agent’s option, to record any telephone calls made pursuant to this Section 18 . The Escrow Agent in any funds transfer is permitted to rely solely upon any account numbers or similar identifying numbers provided by Parent and the Securityholder Representative to identify (a) the beneficiary, (b) the beneficiary’s bank, or (c) an intermediary bank. The Escrow Agent is permitted to apply any of the Escrow Cash, as applicable, for any payment order the Escrow Agent executes using any such identifying number, even when its use results in a person or an entity other than the beneficiary being paid, or the transfer of funds to a bank other than the beneficiary’s bank or an intermediary bank designated. Parent and the Securityholder Representative acknowledge that these optional security procedures are commercially reasonable.

19. Waiver and Assignment . Neither the failure nor any delay by any Party in exercising any right under this Escrow Agreement is to operate as a waiver of such right, and no single or partial exercise of any such right is to preclude any other or further exercise of such right or the exercise of any other right. No waiver of any of the provisions of this Escrow Agreement is to be deemed or is to constitute a waiver of any other provisions of this Escrow Agreement, whether or not similar, nor is any waiver to constitute a continuing waiver. Except as provided in Section 10 of this Escrow Agreement, this Escrow Agreement may not be assigned by any Party without the written consent of the other Parties.

20. Severability . Any term or provision of this Escrow Agreement that is invalid or unenforceable in any jurisdiction is to be, as to that jurisdiction, ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Escrow Agreement or affecting the validity or enforceability of any of the terms or provisions of this Escrow Agreement in any other jurisdiction. If any term or provision of this Escrow Agreement is so broad as to be unenforceable, such term or provision is to be interpreted to be only as broad as is enforceable.

21. Governing Law . This Escrow Agreement is to be governed by, construed under and enforced in accordance with the laws of the State of Delaware without regard to any conflicts of laws principles that would require the application of any other laws.

22. Entire Agreement; Modification; No Third Party Beneficiaries . This Escrow Agreement (together with the Schedules attached to this Escrow Agreement) constitutes the entire agreement among the Parties and supersedes all prior agreements, whether written or oral, among the Parties with respect to the subject matter hereof. The Parties are not permitted to amend this Escrow Agreement, except by a written agreement signed by all Parties. Nothing in this Escrow Agreement, express or implied, is intended to or will confer upon any other person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Escrow Agreement.

23. Execution in Counterparts, Electronic Transmission of Signatures . The Parties are permitted to execute this Escrow Agreement and any Joint Written Direction in one or more counterparts, each of such counterparts is to be deemed to be an original copy of this Escrow Agreement and any such Joint Written Direction, respectively, and all of which, when taken together, are to be deemed to constitute one and the same instrument. The exchange of copies of this Escrow Agreement, any Joint Written Direction, any Claim Notice, any Claim Response and any signature pages thereto by facsimile, electronic mail or other electronic transmission is to constitute effective execution and delivery of this Escrow Agreement and any such Joint Written Direction, Claim Notice and Claim Response, respectively, as to the Parties. Signatures of the Parties transmitted by facsimile, electronic mail or other electronic transmission are to be deemed to be their original signatures for all purposes.

24. Termination . This Escrow Agreement is to terminate upon the distribution of all of the Escrow Fund pursuant to any applicable provision of this Escrow Agreement, and the Escrow Agent shall thereafter have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Fund.

25. Dealings . The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent is permitted to buy, sell, and deal in any of the securities of Parent or the Securityholder Representative and become pecuniarily interested in any transaction in which Parent or the Securityholder Representative is interested, and contract and lend money to Parent or the Securityholder Representative and otherwise act as fully and freely as though the Escrow Agent were not the Escrow Agent under this Escrow Agreement. Nothing in this Escrow Agreement is to preclude the Escrow Agent from acting in any other capacity for Parent, the Securityholder Representative or any other person or entity.

26. Brokerage Confirmation Waiver . Parent and the Securityholder Representative acknowledge that to the extent regulations of the Comptroller of the Currency or other applicable

regulatory entity grant any of them the right to receive brokerage confirmations for certain security transactions as they occur, Parent and the Securityholder Representative specifically waive receipt of such confirmations to the extent permitted by law. The Escrow Agent shall furnish Parent and the Securityholder Representative periodic cash transaction statements that include detail for all investment transactions made by the Escrow Agent.

27. Tax Reporting . Parent and the Securityholder Representative shall provide the Escrow Agent with an IRS Form W-9 or original IRS Form W-8, as applicable, for each payee, together with any other documentation and information requested by the Escrow Agent in connection with the Escrow Agent’s reporting obligations under applicable law. If such tax documentation is not so provided, the Escrow Agent shall withhold taxes as, and to the extent, required by applicable law. Parent and the Securityholder Representative have determined that, for all applicable tax purposes: (i) the Company Securityholders shall be treated as the owners of the Escrow Shares, and any interest or income on the Escrow Shares shall be reported annually by the Company Securityholders regardless of whether or not such interest or income was distributed to the Company Securityholders in such year, and (ii) Parent shall be treated as the owner of the Escrow Cash, and any interest or income on the Escrow Cash shall be reported annually by Parent regardless of whether or not such interest or income was distributed to Parent in such year. The Parties shall prepare and file all required tax filings with the IRS and any other applicable taxing authority; provided that the Parties further agree that:

(a) Escrow Agent IRS Reporting . Parent and the Securityholder Representative shall provide the Escrow Agent with all information requested by the Escrow Agent in connection with the preparation of all applicable IRS Form 1099 and IRS Form 1042-S documents with respect to all distributions, as well as in the performance of the Escrow Agent’s reporting obligations under applicable law or regulation.

(b) Withholding Requests and Indemnification . Parent and the Securityholder Representative jointly and severally agree to (i) assume all obligations imposed now or hereafter by any applicable tax law or regulation with respect to payments or performance under this Escrow Agreement, (ii) request the Escrow Agent in writing with respect to withholding and other taxes, assessments or other governmental charges, and advise the Escrow Agent in writing with respect to any certifications and governmental reporting that is required under any applicable laws or regulations, and (iii) indemnify and hold the Escrow Agent harmless pursuant to Section 12 of this Escrow Agreement from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that is assessed or asserted against the Escrow Agent with respect to the Escrow Fund.

(c) Imputed Interest . To the extent that IRS imputed interest regulations apply, Parent and the Securityholder Representative shall so inform the Escrow Agent, provide the Escrow Agent with all imputed interest calculations and direct the Escrow Agent to disburse imputed interest amounts as Parent and the Securityholder Representative deem appropriate. The Escrow Agent shall rely solely on such provided calculations and information and has no responsibility for the accuracy or completeness of any such calculations or information.

(d) Tax Distributions . At least five (5) days prior to the final release of the Escrow Fund pursuant to Section 5 , Parent and the Securityholder Representative shall provide the Escrow Agent with a Joint Written Direction instructing the Escrow Agent to distribute to Parent, prior to releasing any portion of the Escrow Fund, an amount equal to the product of

(i) forty-five percent (45%) and (ii) the excess of (x) the aggregate taxable income allocable to Parent with respect to the Escrow Cash over (y) the aggregate imputed interest deductions allowable with respect to the payment of the Escrow Cash to the Company Securityholders. The Escrow Agent shall have no duty or obligation to calculate or verify the amount distributed to Parent under this Section 27(d) , and the Escrow Agent shall be entitled to conclusively and exclusively rely upon such Joint Written Direction without further investigations.

28. WAIVER OF TRIAL BY JURY . THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR OTHER PROCEEDING RELATING TO OR ARISING OUT OF THIS ESCROW AGREEMENT, WHETHER NOW OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. ANY PARTY IS PERMITTED TO FILE A COPY OF THIS SECTION 28 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED AGREEMENT AMONG THE PARTIES TO IRREVOCABLY WAIVE TRIAL BY JURY, AND THAT ANY LAWSUIT OR OTHER PROCEEDING WHATSOEVER AMONG THE PARTIES RELATING TO OR ARISING OUT OF THIS ESCROW AGREEMENT IS INSTEAD TO BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

29. Publicity . No Party will (a) use any other Party’s proprietary indicia, trademarks, service marks, trade names, logos, symbols, or brand names, or (b) otherwise refer to or identify any other Party in advertising, publicity releases, or promotional or marketing publications, or correspondence to third parties without, in each case, securing the prior written consent of such other Party.

[Signature Page Follows]

As of the date first set forth above, each of the Parties, intending to be legally bound, has caused an authorized representative of such Party to duly execute this Escrow Agreement on behalf of such Party.


PARENT:

Computer Programs and Systems, Inc.

By:		/s/ J. Boyd Douglas
Name:		J. Boyd Douglas
Title:		President and CEO

SECURITYHOLDER REPRESENTATIVE:

AHR Holdings, LLC

By:		/s/ John Herr
Name:		John Herr
Title:		Secretary

ESCROW AGENT:

U.S. Bank National Association

By:		/s/ Cassandra Gresham
Name:		Cassandra Gresham
Title:		Assistant Vice President

[Signature Page to Escrow Agreement]

SCHEDULE A

Escrow Agent Fees


Acceptance Fee:		Waived
One Time Escrow Fee:		$1,000.00
Out-of-Pocket Expenses:		Included in Escrow Fee
Other Fees/Attorney, etc.:		Included in Escrow Fee
Total due at execution of this Escrow Agreement		$1,000.00

The fees and expenses set forth above are payable upon execution of this Escrow Agreement. In the event the escrow is not funded, the Acceptance Fee and all related expenses, including attorneys’ fees, remain due and payable, and if paid, will not be refunded.

The fees quoted in this Schedule A apply to the services ordinarily rendered in the administration of an escrow account and are subject to reasonable adjustment based on final review of documents, or when the Escrow Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses.

Unless otherwise indicated in this Escrow Agreement, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by this Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transactions.

Escrow Agent Wire Instructions:


RBK: U.S. Bank N.A.
ABA: 091000022
BNF: USBANK CT SOUTHEAST WIRE CLRG
Beneficiary Account Number:		A/C 173103781824
Beneficiary Account Address:		777 E. Wisconsin Avenue
		Milwaukee, WI 53202-5300


OBI:		CPSI and AHR Escrow Agreement dated 1/08/2016
REF:		Attn: Sandy Gresham

Our proposal is subject in all aspects to U.S. Bank’s review and acceptance of the final financing documents which set forth our duties and responsibilities.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification, and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

A-1

SCHEDULE B

Investment of the Escrow Fund

U.S. BANK NATIONAL ASSOCIATION

MONEY MARKET ACCOUNT AUTHORIZATION FORM

DESCRIPTION OF TERMS

Description and Terms :

The U.S. Bank Money Market Account is an interest-bearing money market deposit account of the Escrow Agent designed to meet the needs of the Escrow Agent’s Corporate Trust Services Escrow Group and other Corporate Trust customers of the Escrow Agent. Selection of this investment includes authorization to place funds on deposit and invest with the Escrow Agent.

The Escrow Agent uses the daily balance method to calculate interest on this account (actual/365 or 366). This method applies a daily periodic rate to the principal balance in the account each day. Interest is accrued daily and credited monthly to the account. Interest rates are determined at the Escrow Agent’s discretion, and may be tiered by customer deposit amount.

The owner of the account is the Escrow Agent as agent for its trust customers. The Escrow Agent’s trust department performs all account deposits and withdrawals. Deposit accounts are FDIC insured per depositor, as determined under FDIC regulations, up to applicable FDIC limits.

Automatic Authorization :

In the absence of a Joint Written Direction to the contrary from Parent and the Securityholder Representative, the Escrow Agent is hereby directed to invest and reinvest proceeds and other available moneys in the U.S. Bank Money Market Account. The U.S. Bank Money Market Account is a permitted investment under the operative documents and this authorization is the permanent direction for investment of the moneys until notified in writing of alternate instructions.

B-1

SCHEDULE C

Appointed Persons

Each of the following person(s) is a Parent Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on Parent’s behalf (only one signature required):


J. Boyd Douglas	/s/ J. Boyd Douglas	251-639-8100
Name	Specimen signature	Telephone No

David Dye	/s/ David Dye	251-654-1011
Name	Specimen signature	Telephone No

Matt J. Chambless	/s/ Matt J. Chambless	404-394-6947
Name	Specimen signature	Telephone No

(Note: If only one person is identified above, please add the following language:)

The following person not listed above is authorized for call-back confirmations:



Name				Telephone No

Each of the following person(s) is a Representative Appointed Person authorized to execute documents and direct the Escrow Agent as to all matters, including fund transfers, address changes and contact information changes, on the Securityholder Representative’s behalf (only one signature required):


John Herr	/s/ John Herr	415-418-2900
Name	Specimen signature	Telephone No

Tom Ludwig	/s/ Tom Ludwig	415-418-2900
Name	Specimen signature	Telephone No


Name	Specimen signature	Telephone No

(Note: If only one person is identified above, please add the following language:)

The following person not listed above is authorized for call-back confirmations



Name				Telephone No

C-1

SCHEDULE D

Wire Transfer Instructions

Exchange Agent Wire Transfer Instructions :

U.S. Bank National Association

EP MN WS 3C

60 Livingston Avenue

St. Paul, MN 55107

ABA No.: 091000022

Acct No.: 180121167365

Attention: Chris Sworski

As the Exchange Agent for: CPSI and AHR Holdings Exchange Escrow

For further credit to account number: 243075000

Company Wire Transfer Instructions :

To be provided by the Company upon request of the Escrow Agent

D-1