Common use of Rights in Event of Termination of Employment Absent Change in Control Clause in Contracts

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installmentsa lump sum; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.280G. Notwithstanding any other provision of this Agreement, the provisions of this paragraph of this subsection (a) shall apply only in the event that Executive's employment is involuntarily terminated by HMS without Cause more than 15 months after the effective date of this Agreement.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's ’s employment is involuntarily terminated by HMS Corporation and/or Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide Corporation and Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the and no greater of: that portion of than 2.99 times the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as defined in subsection (g) of the date his employment terminatesSection 4, or 1.0 times the Executive’s Agreed Compensation. Such amount and shall be payable in twelve thirty-six (1236) equal monthly installments; installments and (ii) shall be subject to plan termsfederal, Executive’s continued participation in HMS's employee benefit plans state and local tax withholdings. In addition, for twelve a period of two (122) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay Corporation and Bank shall reimburse Executive in an amount equal to the amount of money that it would have cost HMS monthly premium paid by him to provide the obtain substantially similar employee benefits which he enjoyed prior to Executivetermination, subject to Code Section 409A if applicable. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 49994999 of the Code, Corporation or Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such payments shall that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be retroactively (if necessary) reduced equal to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to provision, in the contrary, if any portion of the amount herein payable to the event that Executive is determined to be non-deductible pursuant to the regulations promulgated under a specified employee as that term is defined in Section 280G 409A of the Code, then HMS shall be required only to pay to Executive the amount no payment that is determined to be deductible under deferred compensation subject to Section 280G.409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS Corporation and/or Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide Corporation and Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to 2.0 times the greater of: that portion Executive's Agreed Compensation or the remaining balance of the Executive’s Agreed Compensation otherwise due to the Executive for the remainder of the then existing Employment Period, whichever is greater, and shall be payable in equal monthly installments and shall be subject to federal, state and local tax withholdings. In addition, for the remainder of the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS been entitled had his employment continued through the then remaining term of the Agreement. In lieu of continued pension, welfare and other benefits, Executive may elect to provide receive a lump sum cash payment equal to 25% of the benefits payments to Executivebe received for termination of the Agreement under this provision. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.,

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's ’s employment is involuntarily terminated by HMS the Corporation or Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide the Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the and no greater of: that portion of than 2.99 times the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as defined in subsection (g) of the date his employment terminatesSection 4, or 1.0 times the Executive’s Agreed Compensation. Such amount and shall be payable in twelve thirty-six (1236) equal monthly installments; installments and (ii) shall be subject to plan termsfederal, Executive’s continued participation in HMS's employee benefit plans state and local tax withholdings. In addition, for twelve a period of two (122) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination of employment, or, if the Bank cannot legally provide such benefits because he Executive is no longer an employee, HMS will pay the Bank shall reimburse Executive in an amount equal to the amount of money that it would have cost HMS monthly premiums or costs paid by him to provide the obtain substantially similar employee benefits which he enjoyed prior to Executivetermination, subject to Code Section 409A if applicable. However, in the event the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount 4999 of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing Code, or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to or any Successor Code sections thereto, the Bank will pay to Executive an additional cash payment (“Gross-up Payment”) in an amount such that the after-tax proceeds of such Gross-up Payment (including any income tax or excise tax on such Gross-up Payment) will be equal to the amount of the excise tax. Notwithstanding any other provision, in the event that Executive is determined to be deductible under a specified employee as that term is defined in Section 280G.409A of the Code, no payment that is determined to be deferred compensation subject to Section 409A of the Code shall be made until one (1) day following six (6) months from the date of separation of service as that term is defined in Section 409A of the Code.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS Corporation and/or Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide Corporation and Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to 2.0 times the greater of: that portion Executive's Agreed Compensation or the remaining balance of the Executive’s Agreed Compensation otherwise due to the Executive for the remainder of the then existing Employment Period, whichever is greater, and shall be payable in equal monthly installments and shall be subject to federal, state and local tax withholdings. In addition, for the remainder of the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS been entitled had his employment continued through the then remaining term of the Agreement. In lieu of continued pension, welfare and other benefits, Executive may elect to provide receive a lump sum cash payment equal to 25% of the benefits payments to Executivebe received for termination of the Agreement under this provision. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's ’s employment is involuntarily terminated by HMS Corporation and Bank without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual releasereasonable release satisfactory to Corporation and Bank, HMS Corporation and Bank will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be then Annual Base Salary payable in twelve (12) equal monthly installments; and (ii) subject Corporation and Bank shall reimburse Executive in an amount equal to plan termsthe monthly premium paid by her to obtain substantially similar employee benefits which she enjoyed prior to termination, Executive’s continued participation in HMS's employee benefit plans for twelve (12) which reimbursement shall continue until the expiration of 12 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible , subject to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to ExecutiveCode Section 409A if applicable. However, in the event the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's Corporation and Bank’s independent auditors, Executive shall remit to HMS Corporation and Bank the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS Corporation and Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's ’s employment is involuntarily terminated prior to the first anniversary date of this Agreement, by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual releasereasonable release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of 1.0 times the Executive’s Agreed Compensation then Annual Base Salary payable in twelve (12) equal monthly installments; and (ii) HMS shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 12 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. In the event that Executive’s employment is involuntarily terminated after the first anniversary date of this Agreement, by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a reasonable release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) an amount equal to Executive’s then Annual Base Salary for the remainder of the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times terminates pro-rated into monthly payments over the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installmentsremaining Employment Period; and (ii) subject HMS shall reimburse Executive in an amount equal to plan termsthe monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months which reimbursement shall continue until the expiration of the existing Employment Period or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible , subject to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to ExecutiveCode Section 409A if applicable. However, in the event the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's ’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS Corporation and/or Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide Corporation and Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the and no greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 than 2.99 times the Executive’s 's Agreed Compensation. Such amount Compensation as defined in subsection (f) of Section 3, and shall be payable in twelve thirty-six (1236) equal monthly installments; installments and (ii) shall be subject to plan termsfederal, Executive’s continued participation in HMS's employee benefit plans state and local tax withholdings. In addition, for twelve a period of three (123) months years from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination of employment, or, if Corporation and Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's ’s employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of prior to the date of such termination, upon execution of a mutual release, HMS will provide shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the and no greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or than 1.0 times the Executive’s Agreed Compensation. Such amount Compensation as defined in subsection (g) of Section 3, and shall be payable in twelve (12) equal monthly installments; and (ii) subject . In addition, Executive shall be entitled to plan terms, Executivea continuation of HMS’s continued participation in HMS's employee benefit plans benefits for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's ’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide HNC and Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the and no greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or than 1.0 times the Executive’s 's Agreed Compensation. Such amount Compensation as defined in subsection (g) of Section 3, and shall be payable in twelve (12) equal monthly installments; installments and (ii) shall be subject to plan termsfederal, Executive’s continued participation in HMS's employee benefit plans state and local tax withholdings. In addition, for twelve a period of one (121) months year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination of employment, or, if Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSHNC's independent auditors, Executive shall remit to HMS HNC the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then HMS Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's ’s employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the and no greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or than 1.0 times the Executive’s Agreed Compensation. Such amount Compensation as defined in subsection (g) of Section 3, and shall be payable in twelve (12) equal monthly installments; and (ii) subject . In addition, Executive shall be entitled to plan terms, Executivea continuation of HMS’s continued participation in HMS's employee benefit plans benefits for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in If the payments payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's ’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that If Executive's employment is involuntarily terminated by HMS Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide then Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s remaining balance of the Agreed Compensation otherwise due to the Executive for the remainder of the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s 's Agreed Compensation. Such Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twelve (12) equal monthly installments; installments and (ii) shall be subject to plan termsfederal, Executive’s continued participation in HMS's employee benefit plans state and local tax withholdings. In addition, for twelve a period of one (121) months year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination Execution Copy -------------- of employment, or, if Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide HNC and Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the and no greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or than 1.0 times the Executive’s 's Agreed Compensation. Such amount Compensation as defined in subsection (g) of Section 3, and shall be payable in twelve (12) equal monthly installments; installments and (ii) shall be subject to plan termsfederal, Executive’s continued participation in HMS's employee benefit plans state and local tax withholdings. In addition, for twelve a period of one (121) months year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to her termination of employment, or, if Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which she would have cost HMS to provide been entitled had her employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his her termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSHNC's independent auditors, Executive shall remit to HMS HNC the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then HMS Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In Notwithstanding the provisions of Section 3(a) of this Agreement, this Agreement shall terminate automatically in the event that Executive's ’s employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon Executive’s execution of a mutual releaserelease of claims satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be then Annual Base Salary payable in twelve (12) equal monthly installments; and (ii) subject HMS shall reimburse Executive in an amount equal to plan termsthe monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, Executive’s continued participation in HMS's employee benefit plans for twelve (12) which reimbursement shall continue until the expiration of 12 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible , subject to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to ExecutiveCode Section 409A if applicable. However, in the event the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such the severance payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's ’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that If Executive's employment is involuntarily terminated by HMS Bank without Cause and no Change in Control shall have occurred as of at the date of such termination, upon execution of a mutual release, HMS will provide then Bank shall pay Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s remaining balance of the Agreed Compensation otherwise due to the Executive for the remainder of the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s 's Agreed Compensation. Such Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twelve (12) equal monthly installments; installments and (ii) shall be subject to plan termsfederal, Executive’s continued participation in HMS's employee benefit plans state and local tax withholdings. In addition, for twelve a period of one (121) months year from the date of termination of employment, or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If , Executive is no longer eligible shall receive a continuation of all life, disability, medical insurance and other normal health and welfare benefits in effect with respect to participate in an employee benefit plan Executive during the two (2) years prior to his termination of employment, or, if Bank cannot provide such benefits because he Executive is no longer an employee, HMS will pay a dollar amount equal to the cost to Executive of obtaining such benefits (or substantially similar benefits). In addition, if permitted pursuant to the amount terms of money that it the plan, Executive shall receive additional retirement benefits to which he would have cost HMS to provide been entitled had his employment continued through the benefits to Executivethen remaining term of the Agreement. However, in the payments event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMSCorporation's independent auditors, Executive shall remit to HMS Corporation the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-non- deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS Bank shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

Rights in Event of Termination of Employment Absent Change in Control. (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s 's Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.