Common use of Termination Fee Clause in Contracts

Termination Fee. If (a) the Closing has not occurred by August 1, 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date.

Termination Fee. If In the event of a termination of this Agreement pursuant to Section 9.01(a) (a) if and only if terminated at a time when the Closing Equity Offering has not occurred been completed) or Section 9.01(c) (if and only if terminated at a time when the Equity Offering has not been completed), Buyer shall pay to Parent and/or Sellers, by August way of compensation, a fee of $1,000,000 (collectively, the “Termination Fee”), in each case, within one (1) Business Day after the date of the termination of this Agreement by Sellers pursuant to Section 9.01(a) or Section 9.01(c) and, 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in the event of a termination by the Company for CauseBuyer pursuant to Section 9.01(a), concurrently with, and as a condition precedent to, the termination of this Agreement, by wire transfer of immediately available funds to an account designated in writing by Parent and/or Sellers; provided that Buyer shall not be required to pay the Termination Fee on more than one occasion. Buyer acknowledges that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement and that, without these agreements, Parent and Sellers would not enter into this Agreement. Accordingly, if Buyer fails promptly to pay any amount due pursuant to this Section 9.03, Buyer shall also pay any reasonable and documented costs, fees and expenses incurred by Parent and/or Sellers (including reasonable attorneys’ fees) in connection with a legal action to enforce this Agreement that results in a judgment for such amount or any portion thereof against Buyer or its Affiliates. Any amount not paid when due pursuant to this Section 9.03 shall bear interest from the date such amount is due until the date paid at a rate equal to LIBOR plus 8%. Notwithstanding anything to the contrary in this Agreement, except in the event of (i) an intentional breach by Buyer of any representation, warranty, covenant, or agreement in this Agreement or (ii) Buyer’s Fraud, if (d) your employment hereunder this Agreement is terminated by in circumstances requiring the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million the Termination Fee to Parent and/or Sellers, the payment in cash. Upon full of the Termination Fee by Buyer to Parent and/or Sellers, together with any interest, costs, fees or expenses payable, in each case in accordance with this Section 9.03, shall be the sole and exclusive remedy of Parent and Sellers against Buyer and its Affiliates, and upon such payment, except in the obligations event of such an intentional breach or Fraud, none of Buyer or any of its Affiliates shall have any further liability or obligation (whether at Law or equity, in contract, in tort or otherwise) to Parent and Sellers arising out of this Agreement, any Ancillary Agreement or any of the Company, AmerisourceBergen transactions contemplated hereby or thereby. The Parties acknowledge and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 agree that (i) the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement; (ii) the damages resulting from the termination of this Letter Agreement shall immediately terminate under circumstances where the Termination Fee is payable are uncertain and incapable of accurate calculation; and (includingiii) without these agreements, the Parties would not enter into this Agreement. Therefore, the Termination Fee, if, as and when required to be paid pursuant to this Section 9.03 will not constitute a penalty but not limited to any obligations to grant equity rights rather liquidated damages in a reasonable amount that will compensate Parent and Sellers receiving such amount in the Company or make severance payments following termination circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of employment), with the consequence consummation of the transactions contemplated by this Agreement; provided that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described Termination Fee shall not constitute liquidated damages in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes case of Fraud or an intentional breach of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date.

Termination Fee. If (a) The Company shall pay to CGAC the Closing has not occurred by August 1, 2007, Termination Fee if: (i) the Company terminates this Agreement pursuant to Section 10.1(d); or (ii) CGAC terminates this Agreement pursuant to Section 10.1(e). (b) your employment Any Termination Fee due under Section 10.3(a) shall be paid by wire transfer of immediately available funds to an account designated by CGAC (A) in the case of clause (i) above, prior to or substantially concurrently with Kindred has continued through August 1, 2007such termination, and (B) in the case of clause (ii) above, no later than two (2) Business Days after the date of such termination. In no event shall the Company be obligated to pay the Termination Fee on more than one occasion. (c) within 30 days thereafterThe parties acknowledge and agree that the agreements contained in this Section 10.3 are an integral part of the transactions contemplated by this Agreement, your employment hereunder terminates (other than and that, without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 10.3, and, in order to obtain payment, CGAC commences any action, suit or proceeding which results in a termination by judgment against the Company, the Company shall pay CGAC its reasonable and documented out-of-pocket costs and expenses (including reasonable and documented fees of outside legal counsel) in connection with such action, suit or proceeding. The parties hereto agree that (except in the event of intentional fraud and except for CauseCGAC’s rights under Section 11.15), or if (d) your employment hereunder is terminated by upon termination of this Agreement under circumstances that entitle CGAC to the Termination Fee, the payment of the Termination Fee shall be the sole and exclusive remedy available to the CGAC Related Parties against the Company without CauseRelated Parties for all losses suffered as a result of the failure of the transactions contemplated by this Agreement to be consummated or for a breach or failure to perform hereunder or otherwise, or by you with Good Reasonand, during upon payment of the then-scheduled Term Termination Fee in such circumstances, (except in the event of intentional fraud and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafterexcept for CGAC’s rights under Section 11.15) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you Related Parties shall have no further rights under any of these Sections, other than (in each case) your right liability or obligation relating to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes or arising out of this Letter Agreement, Agreement or the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Datetransactions contemplated hereby.

Termination Fee. If (a) In the Closing has not occurred event that (i) the Company shall terminate this Agreement pursuant to Section 8.01(f), (ii) Parent shall terminate this Agreement pursuant to Section 8.01(c)(i) or (g), or (iii) Parent or the Company shall terminate this Agreement pursuant to Section 8.01(e) at any time during which this Agreement was terminable by August 1Parent pursuant to Section 8.01 (c)(i) or (g), 2007the Company shall pay to the Parent, by wire transfer of immediately available funds, $14,500,000 in cash (the “Termination Fee”). (b) your employment In the event that (i) Parent or the Company shall terminate this Agreement pursuant to Section 8.01(b) (other than an injunction, order, decree or ruling based on or related to any applicable antitrust or competition law or regulation), (c)(ii) or (e), (ii) there shall have been publicly disclosed, directly or indirectly, by the Company or the proponent thereof, at or prior to the time of such termination a bona fide Acquisition Proposal with Kindred has continued through August 1respect to the Company and (iii) a definitive agreement or letter of intent is entered into by the Company with respect to an Acquisition Proposal within twelve months of such termination of this Agreement or an Acquisition Proposal otherwise is consummated within twelve months of such termination of this Agreement, 2007, and the Company shall pay the Termination Fee to Parent. (c) within 30 days thereafterIn the event that a Termination Fee is payable to Parent, your employment hereunder terminates the Company shall pay the Termination Fee to Parent (other than in a i) if this Agreement is terminated pursuant to Section 8.03(a) on the date of termination (it being understood that no termination by the Company for Cause), or if (d) your employment hereunder is terminated shall be effective until the Termination Fee has been paid by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafterCompany) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date.

Termination Fee. If (a) In the Closing has not occurred by August 1, 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder event that this Agreement is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closingpursuant to Section 8.1(d)(ii), then, promptly prior to or concurrently with, and as a condition to the termination of this Agreement, the Company shall pay or cause to be paid to Parent (or its designees) an amount in cash equal to $113,000,000 (the “Termination Fee”) by wire transfer of immediately available funds to an account designated in writing by Parent. (b) In the event that this Agreement is terminated by Parent pursuant to Section 8.1(c)(ii) or Section 8.1(c)(iii), then the Company shall promptly, but in no event later than two (2) Business Days after the Mutual Release Requirement has been satisfied date of such termination, pay or cause to be paid to Parent (or its designees) the Termination Fee by wire transfer of immediately available funds to an account designated in writing by Parent. (c) In the event that this Agreement is terminated: (i) by Parent or the Company pursuant to Section 8.1(b)(i) or Section 8.1(c)(i) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement and prior to such termination; or (ii) by Parent or the Company pursuant to Section 8.1(b)(iii) and an Acquisition Proposal was publicly proposed or announced by any Person after the date of this Agreement and prior to such termination; and (iii) in any event within 3 business days thereaftersuch event, (A) the Company enters into a definitive agreement with respect to any Acquisition Proposal within 12 months after such termination of this Agreement or (B) the Company consummates any Acquisition Proposal within 12 months after the termination of this Agreement, then, on the date of entering into such definitive agreement (in the case of Clause (A)), or consummating such Acquisition Proposal (in the case of Clause (B)), the Company shall pay or cause to be paid to Parent (or Kindredits designees) will pay you a single lump sum payment the Termination Fee by wire transfer of $1.7 million immediately available funds to an account designated in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below)writing by Parent. For purposes of this Letter AgreementSection 8.3(c), each reference to “20%” in the definition of “Mutual Release RequirementAcquisition Proposal” shall be deemed satisfied as follows: to be a reference to “50%.” (xd) in the event The parties agree and understand that the Company delivers to you, promptly after your Termination Date and in no event shall the Company be required to pay the Termination Fee on more than seven days after one occasion. Notwithstanding anything to the contrary in this Agreement, if Parent receives the Termination Fee from the Company pursuant to this Section 8.3, such datepayment shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and their respective former, a mutual release current or future officers, directors, partners, stockholders, managers, members, Affiliates and Representatives and none of claims the Company, any of its Subsidiaries or any of their respective former, current or future officers, directors, partners, stockholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby; provided, however, that is (1) substantially the foregoing shall not relieve the Company from liability to Parent for any Willful and Material Breach of this Agreement by the Company. In addition, notwithstanding anything to the contrary in this Agreement, if Parent or Merger Sub receives any payments from the form attached hereto as Exhibit A Company in respect of any breach of this Agreement, and (2) fully executed thereafter Parent receives the Termination Fee under this Section 8.3, the amount of such Termination Fee shall be reduced by the aggregate amount of any payments made by the Company (andto Parent or Merger Sub in respect of any such breaches of this Agreement. The parties acknowledge that the agreements contained in this Section 8.3 are an integral part of the transactions contemplated hereby, if and that, without these agreements, the Termination Date is prior parties would not enter into this Agreement, and that any amounts payable pursuant to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event this Section 8.3 do not constitute a penalty. If the Company has not delivered such a signed mutual release of claims fails to you within seven days after your Termination Datepay when due any amount payable pursuant to Section 8.3, then (unless the parties otherwise agreei) the Mutual Release Requirement shall be deemed satisfied Company will reimburse Parent for all reasonable costs and expenses (including reasonable legal fees and expenses) incurred in connection with any action taken to collect such payment and in connection with the enforcement by Parent of its rights under Section 8.3, and (ii) the Company will pay to Parent interest on the eighth day after your Termination Dateoverdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to Parent in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal) in effect on the date such overdue amount was originally required to be paid.

Termination Fee. If (a) The Company shall pay Parent, by wire transfer of immediately available funds to an account designated by Parent, a fee of $59,000,000 (the Closing has not occurred by August 1“Termination Fee”) if this Agreement is terminated as follows: (i) if (x) Parent terminates this Agreement pursuant to Section 9.1(a)(iii)(B), 2007, (b) your employment with Kindred has continued through August 1, 2007the Company shall pay Parent the Termination Fee in full within two Business Days of such termination, and (cy) the Company terminates this Agreement pursuant to Section 9.1(a)(iv)(B), the Company shall pay Parent the Termination Fee in full on the date of such termination; or (ii) if (x) this Agreement is terminated pursuant to Section 9.1(a)(ii)(A) or (C), (y) at any time after the date of this Agreement and at or before the date of such termination a proposal with respect to an Acquisition Transaction shall have been publicly announced or disclosed, and (z) within 30 days thereafter, your employment hereunder terminates twelve (other than in a 12) months after the date of such termination by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you shall have entered into an agreement with Good Reason, during the then-scheduled Term and before the Closingrespect to an Acquisition Transaction, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) such case, the Company (or Kindredshall promptly on the date of execution of such agreement with respect to such Acquisition Transaction, pay Parent the Termination Fee. When used in this Section 9.4(a)(ii) will pay you a single lump sum payment of $1.7 million in cash. Upon such paymentonly, the obligations of term “Acquisition Transaction” shall have the Companymeaning assigned to such term in Section 5.3(a), AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited except the reference to any obligations to grant equity rights “15% or more” in the Company or make severance payments following termination definition of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release RequirementAcquisition Transaction” shall be deemed satisfied as follows: to be a reference to “more than 50%”. (xb) in In the event that the Company delivers fails to youpay the Termination Fee when due, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (andwill also pay the costs and expenses of Parent or Merger Sub in connection with a legal action to enforce this Agreement, if the together with interest on such Termination Date is prior to the Transfer DateFee, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied commencing on the datedate that such Termination Fee became due, after at the prime lending rate prevailing at such release has been executed by you and returned to the Companytime, on which the seven day revocation period specified as published in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination DateThe Wall Street Journal.

Termination Fee. If (a) If, but only if, the Closing Agreement is terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i), in any such case if the Company (x) receives or has received an Acquisition Proposal, which proposal has been publicly announced after the date of this Agreement and (y) within ten (10) months of the termination of this Agreement, consummates a transaction regarding, or executes a binding or definitive agreement which is later consummated with respect to, any Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $1,400,000 (the “Termination Fee”) plus, if not occurred previously paid pursuant to Section 8.3(a)(ii) below, the Expense Amount, by August 1wire transfer of same day funds to an account designated by Parent, 2007not later than the consummation of such transaction arising from any such Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), then the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, as a condition to the effectiveness of such termination; or (iv) by Parent pursuant to Section 8.1(d)(ii) , then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination; or (v) by the Company pursuant to Section 8.1(c)(iii), then Parent shall pay or cause to be paid to the Company a fee equal to $1,000,000 (the “Reverse Termination Fee”) within two (2) Business Days after the date of such termination. (b) your employment with Kindred has continued through August 1Notwithstanding anything to the contrary set forth in this Agreement, 2007the parties agree that: (i) under no circumstances shall (A) the Company be required to pay the Termination Fee or the Expense Amount, as applicable, and (B) Parent be required to pay the Reverse Termination Fee, in each case, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; and (ii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion, nor shall Parent be required to pay the Reverse Termination Fee on more than one occasion. (c) within 30 days thereafterEach of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, your employment hereunder terminates (other than ii) neither the Termination Payment nor the Reverse Termination Fee is a penalty, but is liquidated damages, in a termination by reasonable amount that will compensate Parent or the Company, as applicable, in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Merger and the other transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company for Cause)or Parent fails to timely pay any amount due pursuant to this Section 8.3 and, or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon order to obtain such payment, the obligations Company or Parent commences a suit that results in a judgment against the other party for the payment of the Companyany amount set forth in this Section 8.3, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination Parent, as applicable, shall pay the other party the costs and expenses of employment)such other party in connection with such suit, together with interest on such amount at the consequence that you shall have no further rights under any annual rate of these Sectionsfive percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, other than (in each case) your right to payment of or such lesser rate as is the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed maximum permitted by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Dateapplicable Law.

Termination Fee. If (a) If, but only if, the Closing Agreement is terminated: (i) by either the Company or Parent pursuant to Section 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i), in any such case if the Company (x) receives or has not occurred by August 1received an Acquisition Proposal, 2007, (b) your employment with Kindred which proposal has continued through August 1, 2007, been publicly announced after the date of this Agreement and (cy) within 30 days thereaftertwelve (12) months of the termination of this Agreement, your employment hereunder terminates consummates a transaction regarding, or executes a binding or definitive agreement which is later consummated with respect to, any Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $2,500,000 (other the “Termination Fee”) plus, if not previously paid pursuant to Section 8.3(a)(ii) below, the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from any such Acquisition Proposal; provided, however, that for purposes of this Section 8.3(a)(i), the references to “twenty percent (20%)” in a termination the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; (ii) by either the Company or Parent pursuant to Section 8.1(b)(iii), the Company shall pay, or cause to be paid, to Parent the Expense Amount (by wire transfer to an account designated by Parent) within two (2) Business Days of such termination; or (iii) by the Company for Cause)pursuant to Section 8.1(c)(ii) then the Company shall pay, or if (d) your employment hereunder is terminated by cause to be paid, to Parent the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), Termination Fee together with the consequence that you shall have no further rights under any Expense Amount, by wire transfer of these Sections, other than (in each case) your right same day funds to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and an account designated by Parent as a condition to the benefits described in effectiveness of such termination; or (iv) by Parent pursuant to Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well8.1(d)(ii), then the Mutual Release Requirement Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) any Termination Fee paid by the Company pursuant to Section 8.3(a) shall be deemed satisfied on the date, after such release has been executed by you Parent and returned Merger Sub’s sole and exclusive remedy with respect to the Company, on which termination of this Agreement or any breach by the seven day revocation period specified in such release expires; and (y) Company hereunder other than in the event of fraud or a willful breach; (ii) under no circumstances shall the Company has not delivered such a signed mutual release be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of claims appropriate wire transfer instructions from the party entitled to you within seven days after your payment; and (iii) under no circumstances shall the Company be required to pay the Termination DateFee or Expense Amount, then as applicable, on more than one occasion. (unless c) Each of the parties otherwise agreehereto acknowledges that (i) the Mutual Release Requirement shall be deemed satisfied agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Parent in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the eighth day after your Termination Dateexpectation of the consummation of the Merger and the other transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a judgment against the Company for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent the costs and expenses of Parent in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fee. If (a) If the Closing Buyer terminates this Agreement pursuant to Section 9.1(e) of this Agreement or the Seller terminates this Agreement pursuant to Section 9.1(f) of this Agreement and within 12 months of such termination (A) an Acquisition Transaction has not occurred by August 1been announced with respect to any Seller Entity or (B) an Acquisition Agreement with respect to an Acquisition Transaction has been entered into with respect to the Seller or any Seller Entity, 2007, then the Seller shall pay to the Buyer the sum of $4 million (the “Termination Fee”). The Termination Fee shall be paid to the Buyer in same day funds. The Seller hereby waives any right to counterclaim against such amount. (b) your employment with Kindred If this Agreement is terminated following commencement of any tender or exchange offer for more than 50% of the shares of Seller Common Stock and within 12 months of such termination an Acquisition Transaction has continued through August 1occurred involving the tender offeror or its affiliates and the Seller or any Seller Entity, 2007, and then the Seller shall pay to the Buyer the Termination Fee described above in same day funds. (c) within 30 days thereafter, your employment hereunder terminates (other than The Parties acknowledge that the agreements contained in a termination by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations this Article 9 are an integral part of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of transactions contemplated by this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event and that the Company delivers to youwithout these agreements, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (andthey would not enter into this Agreement; accordingly, if the Termination Date is prior Seller fails to the Transfer Date, pay promptly any fee payable by Kindred and AmericanBergen as well)it pursuant to this Section 9.3, then the Mutual Release Requirement Seller shall be deemed satisfied pay to the Buyer its reasonable costs and expenses (including reasonable attorneys’ fees) in connection with collecting such Termination Fee, together with interest on the date, after amount of the fee at the prime annual rate of interest (as published in The Wall Street Journal) plus 2% as the same is in effect from time to time from the date such release has been executed by you and returned to payment was due under this Agreement until the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release date of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Datepayment.

Termination Fee. If (ai) In the Closing has not occurred by August 1, 2007event that: (A) Parent shall terminate this Agreement pursuant to Section 8.1(e), (bB) your employment Parent shall terminate this Agreement pursuant to Section 8.1(f) and within twelve months after such termination, a Citadel Party shall enter into a definitive agreement with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited respect to any obligations to grant equity rights in the Company Takeover Proposal or make severance payments following termination of employment), with the consequence that you any Takeover Transaction shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A)be consummated, (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” Agreement shall be deemed satisfied as follows: (xterminated pursuant to Section 8.1(b) in the event that the Company delivers to you, promptly after your Termination Date or Section 8.1(d) and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A at or prior to such termination, there shall exist or have been proposed a Takeover Transaction (other than one proposed by Buyer or Parent or an Affiliate thereof), and (2) fully executed by within twelve months after such termination, a Citadel Party shall enter into a definitive agreement with respect to such Takeover Proposal or a Takeover Transaction shall be consummated with respect to such Takeover Proposal, or (D) Citadel shall terminate this Agreement pursuant to Section 8.1(h) or Section 4.7(e); then, in the Company case of (and, if the Termination Date is prior to the Transfer Date, by Kindred A) and AmericanBergen as well(D), then within one business day after the Mutual Release Requirement shall be deemed satisfied on date of such termination, and in the datecase of (B) or (C), upon the earlier to occur of (x) one business day after such release has been executed by you and returned the entering into of a definitive agreement with respect to the Company, on which the seven day revocation period specified in such release expires; any Takeover Proposal and (y) immediately prior to the consummation of a Takeover Transaction, Citadel shall pay Parent an amount in cash equal to $2,320,000 (the event “Termination Fee”). Notwithstanding the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Dateforegoing, then (unless the parties otherwise agree) acknowledge that the Mutual Release Requirement Termination Fee does not represent a liquidated damage amount for any breach by any Citadel Party of any provision of this Agreement, and shall be deemed satisfied payable in addition to and irrespective of any amount otherwise recoverable by Buyer or Parent under this Agreement or otherwise by reason of such breach; provided, however, if the Closing does not occur and Citadel pays the Termination Fee in accordance with the terms hereof, Buyer and Parent may not bring any claim under this Agreement related to a breach of the representations or warranties of a Citadel Party unless such breach was fraudulent, intentional or willful. (ii) Each Citadel Party acknowledges that the agreements contained in this Section 9.2(b) are an integral part of the transactions contemplated by this Agreement, and that, without these agreements, Parent and Buyer would not enter into this Agreement. Accordingly, if Citadel fails to pay in a timely manner the amounts due pursuant to this Section 9.2(b) and, in order to obtain such payment, Buyer or Parent makes a claim that results in a judgment against Citadel for the amounts set forth in this Section 9.2(b), Citadel shall pay to Buyer or Parent, as applicable, its costs and expenses (including reasonable attorneys’ fees and expenses) in connection with such suit, together with interest on the eighth day after your Termination Dateamounts set forth in this Section 9.2(b) at the prime rate of Bank of America N.A. in effect on the date such payment was required to be made.

Termination Fee. If (a) the Closing has not occurred by August 1, 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder If this Agreement is terminated by the Company without Causepursuant to Section 9.01(f), or then the Company shall, concurrently with (and as a precondition to the effectiveness of) such termination, pay to Parent by you with Good Reasonwire transfer of same-day funds an amount equal to $9,350,000 (the “Termination Fee”). (b) If this Agreement is terminated by Parent pursuant to Section 9.01(e), during then the thenCompany shall pay Parent the Termination Fee by wire transfer of same-scheduled Term and before the Closingday funds immediately, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafterthree (3) Business Days, following such termination of this Agreement. (c) If this Agreement is terminated by either Parent or the Company pursuant to Section 9.01(b)(i) or Section 9.01(b)(iii) or by Parent pursuant to Section 9.01(c), then: (i) Except in the case of a termination pursuant to Section 9.01(b)(i), the Company shall pay Parent, no later than the second (2nd) Business Day following termination by Parent and concurrently with termination by the Company, all of the Expenses of Parent and Merger Sub; and (ii) If the Company (and/or any Subsidiary thereof) (A) enters into any letter of intent, agreement in principle, acquisition agreement or Kindredother similar Contract (other than an Acceptable Confidentiality Agreement) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited relating to any obligations Takeover Proposal, (B) takes a neutral position, recommends, adopts or approves any Takeover Proposal, or proposes publicly or otherwise to grant equity rights in the Company recommend, adopt or make severance payments following termination of employment), with the consequence that you shall have no further rights under approve any of these Sections, other than (in each case) your right Takeover Proposal or resolve or agree to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), take any such action or (C) and fails to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9, against any Takeover Proposal subject to Regulation 14D under the Exchange Act, in each case within six (D6) below and months following the date of such termination of this Agreement, then the Company shall pay Parent the Termination Fee (less Expenses previously paid pursuant to Section 9.03(c)(i), if any) by wire transfer of same-day funds on the benefits described date of entry into any such letter of intent, agreement in Section 10(f) below)principle, acquisition agreement or other similar Contract. For purposes of this Letter AgreementSection 9.03(c), the term “Mutual Release RequirementTakeover Proposal” shall have the meaning assigned to such term in Article I except that all references to “twenty percent (20%)” therein shall be deemed satisfied as follows: to be references to “fifty (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well50%), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date”.

Termination Fee. If (a) In the Closing has not occurred by August 1, 2007event that: (i) (A) a Takeover Proposal shall have been publicly disclosed or communicated to the Company after the date hereof, (bB) your employment with Kindred has continued through August 1, 2007, and following the occurrence of an event described in the preceding clause (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for CauseA), or if (d) your employment hereunder this Agreement is terminated by the Company without Cause, or Parent pursuant to Section 7.1(b)(i) or Section 7.1(b)(iii) or by you with Good ReasonParent pursuant to Section 7.1(c)(i) and (C) prior to or within twelve (12) months following the date this Agreement is terminated, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you enters into a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited definitive agreement with respect to any obligations to grant equity rights in the Company Takeover Proposal or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than Takeover Proposal is consummated (in each case) your right case whether or not the Takeover Proposal was the same Takeover Proposal referred to payment in clause (A)); provided, however, that for purposes of the “Accrued Obligations” described in Section 10(a)(i)(A), clause (C) and of this Section 7.3(a)(i), the references to "twenty percent (D20%)" in the definition of Takeover Proposal shall be deemed to be references to "fifty percent (50%)" ; (ii) below and this Agreement is terminated by the Company pursuant to Section 7.1(d)(ii); or (iii) this Agreement is terminated by Parent pursuant to Section 7.1(c)(ii); then the benefits described Company shall pay to Parent's designees the Termination Fee, by wire transfer of same day funds, it being understood that in Section 10(f) below)no event shall the Company be required to pay the Termination Fee on more than one occasion. For purposes of this Letter Agreement, "Termination Fee" shall mean an amount equal to $23,000,000. If the “Mutual Release Requirement” Termination Fee becomes payable pursuant to Section 7.3(a)(i), it shall be deemed satisfied paid no later than three (3) Business Days after the consummation of the Takeover Proposal transaction described in clause (C) of Section 7.3(a)(i). If the Termination Fee becomes payable pursuant to Section 7.3(a)(ii), it shall be paid prior to or contemporaneously with the termination of this Agreement pursuant to Section 7.1(d)(ii) (and any purported termination pursuant to this Section shall be void and of no force or effect unless the Company shall have made such payment). If the Termination Fee becomes payable pursuant to Section 7.3(a)(iii), it shall be paid no later than three (3) Business Days after the termination of this Agreement pursuant to Section 7.1(c)(ii). If the Termination Fee becomes payable pursuant to Section 7.3(a)(iii) because this Agreement is terminated by either Parent or the Company pursuant to Section 7.1(b)(iii) then the Termination Fee that is payable to Parent shall be reduced by the amount of any Reimbursable Expenses previously paid to Parent or its designee. (b) In the event that: (i) the Company shall terminate this Agreement pursuant to Section 7.1(d)(i) or (iii), then Parent shall pay to the Company a termination fee of $38,000,000 in cash (the "Parent Termination Fee"), it being understood that in no event shall Parent be required to pay the Parent Termination Fee on more than one occasion. If the Parent Termination Fee becomes payable pursuant to this Section 7.3(b), it shall be paid no later than three (3) Business Days after the termination of this Agreement pursuant to Section 7.1(d)(i) or Section 7.1(d)(iii), as follows: the case may be. (xc) Any amount that becomes payable pursuant to Section 7.3(a) or Section 7.3(b) shall be paid by wire transfer of immediately available funds to an account designated by the party entitled to receive such payment. (d) Each of the parties hereto acknowledge that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated hereby, and that without these agreements, the other party would not enter into this Agreement. Accordingly, if the Company or Parent, as the case may be, fails to timely pay any amount due pursuant to this Section 7.3, and, in order to obtain the payment, Parent or the Company, as the case may be, commences a suit which results in a judgment against the other party for the payment set forth in this Section 7.3, such paying party shall pay the other party its reasonable and documented costs and expenses (including reasonable and documented attorneys' fees) in connection with such suit, together with interest on such amount at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made through the date such payment was actually received. (e) Except in the event of willful breach or fraud by Parent or Merger Sub, (i) the Company's right to receive payment of the Parent Termination Fee from Parent pursuant to Section 7.3(b) or the Guarantor pursuant to the Guarantee in respect thereof shall be the sole and exclusive remedy of the Company and its Affiliates against the Parent Parties for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise ("Company Damages"), and (ii) upon payment of such amount none of the Parent Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby (except that Parent shall also be obligated with respect to Section 7.3(d) and the Guarantor under the Guarantee in respect of Section 7.3(d)). Without limiting the Company's right to receive the Parent Termination Fee, in the event of willful breach or fraud by Parent or Merger Sub, the Company shall be entitled to seek Company Damages against Parent or Merger Sub, provided that the maximum aggregate liability (inclusive of the Parent Termination Fee) of Parent or Merger Sub shall not exceed the Liability Limitation (as defined below). (f) Without limiting Parent's rights under Section 8.7, and except in the event of willful breach or fraud by the Company, Parent's right to cause payment by the Company delivers of (i) the Termination Fee pursuant to youSection 7.3(a) and (ii) the Reimbursable Expenses pursuant to Section 7.4 shall be the sole and exclusive remedy of Parent and Merger Sub against the Company Parties for any loss or damage suffered as a result of the failure of the Merger to be consummated or for a breach or failure to perform hereunder or otherwise ("Parent Damages"). Without limiting Parent's right under Section 8.7, promptly after your and except in the event of willful breach or fraud by the Company, upon payment of such amount(s), none of the Company Parties shall have any further liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby. Without limiting Parent's rights to cause payment of the Termination Date Fee or the Reimbursable Expenses or its remedies under Section 8.7, in the event of willful breach or fraud by the Company, Parent shall be entitled to seek Parent Damages against the Company, whether or not the Termination Fee has been paid or is payable, provided that the maximum aggregate liability (inclusive of the Termination Fee and the Reimbursable Expenses) of the Company shall not exceed the Liability Limitation. (g) Notwithstanding anything herein to the contrary, the maximum aggregate liability of Parent and Merger Sub for all Company Damages and of the Company for all Parent Damages, respectively, shall be limited to $38,000,000 (inclusive of the Parent Termination Fee in the case of liability of Parent and Merger Sub and inclusive of the Termination Fee and the Reimbursable Expenses in the case of liability of the Company) plus any amounts that may be payable under Section 7.3(d) (the "Liability Limitation"), and in no event more than seven days after such date, a mutual release shall (i) the Company or any of claims the Affiliates that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed are controlled by the Company seek any other Company Damages or any other recovery, judgment or damages of any kind, including consequential, indirect, or punitive damages, against Parent, Merger Sub, the Guarantor or any other Parent Parties in excess of the Liability Limitation in connection with this Agreement or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise and (andii) Parent or Merger Sub seek any other Parent Damages or any other recovery, if the Termination Date is prior to the Transfer Datejudgment or damages of any kind, by Kindred and AmericanBergen as well)including consequential, then the Mutual Release Requirement shall be deemed satisfied on the dateindirect, after such release has been executed by you and returned to or punitive damages, against the Company, its Subsidiaries or any other Company Parties in excess of the Liability Limitation in connection with this Agreement or the transactions contemplated hereby or in respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to be made in connection herewith or therewith, whether at law or equity, in contract, in tort or otherwise; provided, however, that nothing in this Section 7.3 shall limit the rights of Parent and Merger Sub under Section 8.7. Parent and Merger Sub acknowledge and agree that each of them has no right of recovery against, and no personal liability shall attach to, in each case with respect to Parent Damages, any of the Company Parties (other than the Company to the extent provided in this Agreement), through the Company or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on which behalf of the seven day revocation period specified Company against any Company Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, whether in such release expires; contract, in tort or otherwise. The Company acknowledges and agrees that it has no right of recovery against, and no personal liability shall attach to, in each case with respect to Company Damages, any of the Parent Parties (yother than Parent to the extent provided in this Agreement and the Guarantor to the extent provided in the Guarantee), through Parent or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by or through a claim by or on behalf of Parent against the Guarantor or any other Parent Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, whether in contract, in tort or otherwise, except for its rights to recover from the Guarantor (but not any other Parent Party (including any direct or indirect equityholder, controlling person, general partner or managing member)) under and to the extent provided in the Guarantee and subject to the Liability Limitation and the other limitations described therein. Recourse against the Guarantor under the Guarantee shall be the sole and exclusive remedy of the Company and its Affiliates against the Guarantor and any other Parent Party (other than Parent to the extent provided in this Agreement) in respect of any liabilities or obligations arising under, or in connection with, this Agreement or the event the Company has not delivered such a signed mutual release transactions contemplated hereby or in respect of claims any other document or theory of law or equity or in respect of any oral representations made or alleged to you within seven days after your Termination Datebe made in connection herewith or therewith, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Datewhether at law or equity, in contract, in tort or otherwise.

Termination Fee. If (a) the Closing has not occurred by August 1, 2007, If this Agreement is terminated (bi) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause)pursuant to Section 6.1(e) (Parent or Merger Sub Breach) or Section 6.1(f) (Failure to Close) or (ii) by the, Company or if Parent pursuant to Section 6.1(b) (dEnd Date) your employment hereunder is terminated by if, (x) at the time of such termination, the Company without Cause, would have been entitled to terminate this Agreement pursuant to Section 6.1(e) (Parent or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied Merger Sub Breach) or Section 6.1(f) (and in any event within 3 business days thereafterFailure to Close) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in for the Company or make severance payments following termination avoidance of employment)doubt, with the consequence that you shall have no further rights under any of these Sections, other than (in having satisfied each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A)requirements therein, (C) including required notices, cure periods and (D) below and to the benefits described in Section 10(f) below). For purposes absence of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed material breach by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; ) and (y) in the event case of a Termination by the Company, the written notice of termination includes an assertion that the Termination Fee is due and payable, or, in the case of a termination by Parent, the Company has provides written notice to Parent within two (2) Business Days of such termination asserting that **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** the Termination Fee is due and a able then Parent shall pay, or cause to be paid, to the Company an amount equal to (the "Termination Fee") not delivered later than the second (2nd) Business Day following such terminationby wire transfer of immediately available funds to an account or accounts designated in writing by the Company. The parties hereto acknowledge and hereby agree that in no event shall Parent be required to pay the Termination Fee on more than one occasion, whether or not the Termination Fee may be payable under more than one provision of this Agreement at the same or at different times and the occurrence of different events. (b) Notwithstanding the right at any time of the Company to terminate this Agreement and receive the Termination Fee as provided in Section 6.3(a) (General Provision of Termination Fee) above, it is explicitly agreed that the Company shall be entitled at any time prior to a termination of this Agreement, including as an alternative to such a signed mutual release termination if available, to obtain an injunction or specific performance in accordance with Section 8.10 (Remedies), including with respect to matters necessary to cause the conditions to funding of claims the Financing to you within seven days after your be satisfied or to cause Parent and Merger Sub to comply with their respective obligations under Section 4.12 (Financing) with respect to the Debt Financing. The Company's pursuit of any injunction or specific performance in accordance with Section 8.10 (Remedies) shall not be deemed to cure any breach or non-compliance by Parent, Merger Sub, the Guarantorsor the Debt Financing Sources of their respective obligations under this Agreement or the Financing Agreements, or to otherwise limit or affect the rights, obligations or remedies available hereunder to the Company, and shall also not preclude the ability of the Company to elect to receive the Termination DateFee as provided in Section 6.3(a) (General Provision of Termination Fee) above at any time,.including but not limited to, then following the Company's pursuit of an injunction or specific performance in accordance with Section 8.10 (unless Remedies); provided, that while the Company may pursue both an injunction or specific performance in accordance with Section 8.10 (Remedies) and the payment of the Termination Fee as provided in Section 6.3(a) (General Provision of Termination Fee), under no circumstances shall the Company be permitted or entitled to receive both a grant of specific performance that results in a Closing and any money damages,including all or any portion of the Termination Fee; provided further,that if the Company shall obtain an injunction or specific performance in accordance with Section 8.10 (Remedies) to consummate the Merger, the Company shall be entitled to recover the reasonable costs and expenses that the Company incurs in connection with its pursuit of such injunction or specific performance in an amount not to exceed $ . (c) Upon proper payment of the Termination Fee pursuant to Section 6.3(a) (General Provision of Termination Fee), (i) Parent, Merger Sub, the Guarantors, the Debt Financing Sources under the Debt Financing or any of their respective former, current or future general or limited partners, stockholders, members, managers, directors, officers, Employees, agents, affiliates or assignees (collectively, the "Parent Related Parties") will have no further liability or obligation to the Company, the Securityholders, the Seller Representative or any of their respective Affiliates or any of their respective former, current or future general or limited partners, stockholders, optionholders, members, managers, directors, officers, Employees, agents, affiliates or assignees (collectively, the "Releasing Parties") relating to or arising out of **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** this Agreement, the agreements contemplated hereby, including the Commitment Letters, or the Transactions contemplated hereby or thereby (except that the Parent Related Parties (other than the Debt Financing Sources) shall continue to be bound by the Confidentiality Agreement and Parent and the Guarantors shall continue to be subject to those agreements and provisions which survive a terminationof this Agreement as set forth in Section 6.2 (Effect of Termination)) and (ii) the Releasing Parties shall not be entitled to commence or pursue any litigation against the Parent Related Parties (other than to recover amounts payable pursuant to the provisions which survive a termination of this Agreement as set forth in Section 6.2 (Effect of Termination) or in connection with a violation of the Confidentiality Agreement). Without limiting the foregoing and notwithstanding anything in this Agreement to the contrary, under no circumstances will the maximum aggregate liability of the Parent Related Parties, for monetary damages or other monetary remedies (including payment of the Termination Fee) in connection with this Agreement, the agreements contemplated hereby, including the Commitment Letters, or the Transactions contemplated hereby or thereby be greater than $ ("Parent Liability Limitation"), and in no event shall any Releasing Party seek or obtain, nor shall it permit any of its Representatives or any other Person on its or their behalf to seek or obtain, any monetary recovery or monetary award or any monetary damages of any kind, in the aggregate, in excess of the Parent Liability Limitation. (d) Each of the parties otherwise agreehereto acknowledges that (i) the Mutual Release Requirement shall be deemed satisfied agreements contained in this Section 6.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Fee is not a penalty, but is liquidateddamages, in a reasonable amount that will compensate the Company in the circumstances in which the Termination Fee is payable for the efforts and resources expended and opportunities foregonewhile negotiating this Agreement and in reliance on this Agreement and on the eighth day after your Termination Dateexpectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if Parent fails to timely pay any amount due pursuant to this Section 6.3 and, in order to obtain such - payment, the Company commences a suit that results in a judgmentagainst Parent for the payment of any amount set forth in this Section 6.3, Parent shall pay the Company its reasonable costs and expenses in connection with such suit, together with interest on such amount at the prime rate plus 2% as published in The Wall Street Journal in effect on the date such payment was required to be made throughthe date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law.

Termination Fee. If (a) If: (i) Parent or the Closing has Company, as the case may be, terminates this Agreement pursuant to Sections 7.1(b)(i), 7.1(c), 7.1(d), or 7.1(h) and (ii) in case of a termination pursuant to Sections 7.1(b)(i) or 7.1(h) an Alternative Proposal with respect to the Company shall have been publicly announced prior to such termination and any merger or extraordinary transaction is, entered into or consummated by the Company within twelve (12) months following such termination, then, in any such case, the Company shall pay to Parent (i) a fee (“Termination Fee”), in cash, equal to $60 million and (ii) all costs and expenses incurred or payable by or on behalf of Parent or Merger Sub in connection with or in anticipation of the transactions contemplated by this Agreement, including, without limitation, all attorneys’ fees, accountants’ fees, financial advisors’ fees, internal time charges for Parent employees (based on customary charges in the industry) consultant fees, commitment fees and filing fees, not occurred by August 1to exceed $10 million in the aggregate (the “Expense Payment”); provided, 2007however, that the Company in no event shall be obligated to pay more than once such Termination Fee with respect to all such agreements and occurrences and such termination. (b) your employment with Kindred has continued through August 1Any payments required to be made pursuant to this Section 7.3 shall be made to Parent, 2007by wire transfer of immediately available same day funds to an account designated by Parent, and within two (c2) within 30 business days thereafter, your employment hereunder terminates (other than in a after the termination by the Company for Cause), of this Agreement pursuant to Section 7.1(c) or if (d) your employment hereunder or, if this Agreement is terminated by the Company without Causepursuant to Sections 7.1(b)(i) or 7.1(h), or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly two business days after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations earlier of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 entering into or the consummation of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights merger or extraordinary transaction. The Company acknowledges that the covenants contained in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each caseSection 7.3(a) your right to payment are an integral part of the “Accrued Obligations” described transactions contemplated in Section 10(a)(i)(A)this Agreement and that without such covenants Parent would not enter into this Agreement. Accordingly, (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered fails to pay to Parent the Termination Fee and Expense Payment, promptly when due, the Company shall, in addition thereto, pay to Parent all costs and expenses, including attorneys’ fees and disbursements, incurred in collecting such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied Fee and Expense Payment together with interest on the eighth day after your amount of the Termination DateFee and Expense Payment or any unpaid portion thereof, from the date such payment was due until the date such payment is received by Parent, accrued at the fluctuating prime rate (as quoted in The Wall Street Journal) as in effect from time to time during the period.

Termination Fee. (i) If (a) the Closing has not occurred this Agreement is terminated by August 1Parent pursuant to Section 10.01(c)(i), 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by then the Company for Cause), or if shall pay an amount equal to $134,450,000 (dthe “Termination Fee”) your employment hereunder to Parent in immediately available funds within two (2) Business Days after such termination. (ii) If this Agreement is terminated by the Company without Causepursuant to Section 10.01(d)(i), or by you then the Company shall pay the Termination Fee to Parent in immediately available funds substantially concurrently with Good Reason, during the then-scheduled Term and before the Closing, then, promptly such termination. (iii) If (A) after the Mutual Release Requirement has date of this Agreement, an Acquisition Proposal shall have been satisfied publicly made or announced (and in any event within 3 business days thereaftersuch Acquisition Proposal is not withdrawn on or prior to the date that is five (5) Business Days prior to the date of the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(AShareholder Meeting), (CB) thereafter, this Agreement is terminated by Parent or the Company pursuant to Section 10.01(b)(ii) or by Parent pursuant to Section 10.01(c)(ii) and (DC) below and (x) concurrently with or up to the benefits described date that is six (6) months after such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal or (y) after the date that is six (6) months after such termination and up to the date that is twelve (12) months after such termination, the Company enters into a definitive agreement with respect to any Acquisition Proposal which is thereafter consummated, then the Company shall pay to Parent the Termination Fee by wire transfer of same-day funds substantially concurrently with, in Section 10(fthe cause of clause (x) below)above, its entry into such definitive agreement and, in the case of clause (y) above, the consummation of such Acquisition Proposal. For purposes of this Letter AgreementSection 11.04(b)(iii), all references to “20%” in the definition of “Mutual Release RequirementAcquisition Proposal” shall be deemed satisfied as follows: to be references to “50%”. (xiv) in the In no event that shall the Company delivers be required to you, promptly after your pay the Termination Date and in no event Fee on more than seven days after such dateone occasion. Parent and Merger Subsidiary agree that, a mutual release upon any termination of claims that this Agreement under circumstances where the Termination Fee is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed payable by the Company (andpursuant to this Section and such Termination Fee is paid in full, if the Termination Date is prior to the Transfer Date, by Kindred Parent and AmericanBergen as well), then the Mutual Release Requirement Merger Subsidiary shall be deemed satisfied on the date, after such release has been executed by you and returned to precluded from any other remedy against the Company, on which the seven day revocation period specified at law or in such release expires; equity or otherwise, and (y) in the event neither Parent nor Merger Subsidiary shall seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Company has not delivered such a signed mutual release or any of claims to you within seven days after your Termination Datethe Company’s Subsidiaries or any of their respective directors, then (unless officers, employees, partners, managers, members, shareholders or Affiliates or their respective Representatives in connection with this Agreement or the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Datetransactions contemplated hereby.

Termination Fee. If (a) If this Agreement is terminated: (i) by the Closing has not occurred Company pursuant to Section 9.01(c)(i) (Parent Adverse Recommendation Change), Section 9.01(c)(ii) (Parent Breach of Representation or Failure of Performance) or Section 9.01(c)(iii) (Delisting of Parent Common Stock); or (ii) by August 1the Parent pursuant to Section 9.01(d) (Company Breach); then the non-terminating party shall pay, 2007or cause to be paid, to the other, in cash at the time specified herein, a fee in the amount of five hundred thousand dollars ($500,000) (the “Termination Fee”). (b) your employment with Kindred has continued through August 1, 2007, and If this Agreement is terminated: (ci) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Causepursuant to Section 9.01(b)(ii) (Parent Stockholder Approval Not Obtained); or (ii) by the Parent due to the failure of the Company to obtain the Company Shareholder Approval for; then the non-terminating party shall pay, or if cause to be paid, to the other, in cash at the time specified herein, an expense reimbursement fee in the amount of four hundred thousand dollars (d$400,000) your employment hereunder is terminated by (the Company without Cause“Expense Reimbursement Fee”). The Termination Fee or Expense Reimbursement Fee, or by you with Good Reasonas applicable, during the then-scheduled Term and before the Closing, then, promptly shall be paid within two (2) Business Days after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment date of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 termination of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below)Agreement. For purposes of this Letter AgreementSection 9.03(a), “Parent Acquisition Proposal” shall have the meaning assigned thereto in Section 10.03 except that references in the definition to “Mutual Release Requirement20%” shall be deemed satisfied replaced by “50%”. (c) Any payment of the Termination Fee, Expense Reimbursement Fee or the Collection Expenses shall be made by wire transfer of immediately available funds to an account designated in writing by the Company or Parent, as follows: applicable. (xd) The Parties agree and understand that (i) in no event shall Parent or Company be required to pay, or cause to be paid, the Termination Fee or Expense Reimbursement Fee, as applicable, on more than one occasion and (ii) in no event shall the Company or Parent, as applicable, be entitled, pursuant to this Section 9.03, to receive an amount greater than the Termination Fee or Expense Reimbursement Fee, as applicable, plus any Collection Expenses. Notwithstanding anything to the contrary in this Agreement, except in the case of Fraud or Willful Breach, the terminating party’s receipt of the Termination Fee or Expense Reimbursement Fee, as applicable, in the event such Termination Fee or Expense Reimbursement Fee, as applicable, is due and payable pursuant to Section 9.03(a) or Section 9.03(b), respectively, from, or on behalf of, the non-terminating party pursuant thereto, together with any Collection Expenses, shall be the sole and exclusive remedy of the terminating party against the non-terminating party and their respective former, current or future partners, stockholders, shareholders, managers, members, Affiliates and Representatives and none of the non-terminating party or any of their respective former, current or future partners, stockholders, shareholders, managers, members, Affiliates or Representatives shall have any further liability or obligation relating to or arising out of this Agreement or the Transactions. (e) The Parties acknowledge that the agreements contained in this Section 9.03 are an integral part of the Transactions, that, without these agreements, neither Party would enter into this Agreement and that any amounts payable pursuant to this Section 9.03 do not constitute a penalty. Accordingly, if either Parent or the Company delivers fails to youpromptly pay any amount due pursuant to Section 9.03(a) or Section 9.03(b), promptly after your Termination Date as applicable, then such Party shall also pay any reasonable costs and in no event more than seven days after such date, a mutual release of claims that is expenses (1including reasonable legal fees and expenses) substantially in the form attached hereto as Exhibit A and (2) fully executed incurred by the Company (and, if the Termination Date is prior non-defaulting Party directly in connection with any Proceeding to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after enforce this Agreement that results in a judgment for such release has been executed by you and returned to amount against Parent or the Company, on which the seven day revocation period specified in as applicable (such release expires; costs and (y) in the event the Company has not delivered such a signed mutual release expenses of claims to you within seven days after your Termination Dateenforcement, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date“Collection Expenses”).

Termination Fee. (i) If (aA) Parent or the Closing has not occurred by August 1, 2007Company terminates this Agreement pursuant to Section 9.1(h), (bB) your employment with Kindred has continued through August 1after the date hereof and prior to the date of such termination, 2007a bona fide Acquisition Proposal is publicly disclosed (whether by the Company or a third party) and not publicly withdrawn at least two (2) business days prior to the Company Stockholders’ Meeting, and (cC) within 30 days thereaftertwelve (12) months of such termination, your employment hereunder terminates an Acquisition Proposal is consummated or a definitive agreement providing for an Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (other than in a x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent the Termination Fee. (ii) If (A) after the date hereof and prior to the termination of this Agreement, an Acquisition Proposal is made to the Company Board of Directors or the Company’s management or becomes publicly disclosed (whether by the Company or a third party) and not withdrawn prior to such termination, (B) (I) Parent or the Company terminates this Agreement pursuant to Section 9.1(d) or (II) Parent terminates this Agreement pursuant to Section 9.1(c)(ii)(A) due to a breach of, or a failure to perform or comply with, one or more covenants or agreements under this Agreement following the receipt of such Acquisition Proposal and (C) within twelve (12) months of such termination, an Acquisition Proposal is consummated or a definitive agreement providing for Causean Acquisition Proposal is entered into, then on or prior to the date that is the earlier of (x) the date such Acquisition Proposal is consummated and (y) the date of entry of such definitive agreement, the Company shall pay to Parent the Termination Fee, unless, in the case of a termination pursuant to Section 9.1(d), Parent owes the Parent Termination Fee to the Company in accordance with Section 9.2(c), in which case Parent shall pay the Parent Termination Fee to the Company in accordance with Section 9.2(c) and no Termination Fee shall be payable by the Company. (iii) If Parent terminates this Agreement pursuant to Section 9.1(e), within two (2) business days after such termination, the Company shall pay to Parent the Termination Fee. (iv) If the Company terminates this Agreement pursuant to Section 9.1(g), substantially concurrently with or if prior to (dand as a condition to) your employment hereunder such termination, the Company shall pay or cause to be paid to Parent the Termination Fee. (v) In the event any amount is terminated payable by the Company without Causepursuant to the preceding clauses (i), (ii), (iii) or (iv), such amount shall be paid by you with Good Reason, during wire transfer of immediately available funds to an account designated in writing by Parent. Parent shall promptly provide wire transfer instructions in writing to the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied Company upon request (and in any event within 3 business days thereafter) with sufficient time to allow the Company (to pay or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, cause to be paid to Parent any Termination Fee payable hereunder within the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of time periods required by this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employmentSection 9.2(b), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For the avoidance of doubt, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion. (vi) Solely for purposes of this Letter AgreementSection 9.2(b)(i) and Section 9.2(b)(ii), the term “Mutual Release RequirementAcquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that all references to “fifteen percent (15%)” and “eighty-five percent (85%)” therein shall be deemed satisfied as follows: to be references to “fifty percent (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well50%), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date.”

Termination Fee. If (a) If Purchaser terminates this Agreement pursuant to Section 8.1(c)(ii) or the Closing has not occurred by August 1Company terminates this Agreement pursuant to Section 8.1(d)(ii), 2007, then the Company shall pay to Parent (or its designee) a termination fee of $2,159,725. (b) your employment with Kindred has continued through August 1If (i) Purchaser terminates this Agreement pursuant to Section 8.1(c)(i) or Purchaser or the Company terminates this Agreement pursuant to Section 8.1(b)(iii), 2007(ii) prior to the date of such termination (but after the date hereof) an Acquisition Proposal is publicly announced or is otherwise communicated to the Company’s Board of Directors, and (iii) within twelve (12) months after the date of such termination, the Company enters into a definitive agreement with respect to or otherwise consummates any Acquisition Proposal, then the Company shall pay to Parent (or its designee) a termination fee of $2,159,725 no later than two (2) Business Days after the execution of such definitive agreement or consummation of such Acquisition Proposal, as the case may be; provided, that solely for purposes of this Section 8.3(b), the term Acquisition Proposal shall have the meaning ascribed thereto in Section 6.2(c), except that all references to twenty percent (20%) shall be changed to fifty percent (50%). (c) within 30 days thereafter, your employment hereunder If Purchaser terminates (other than in a termination by this Agreement pursuant to Section 8.1(c)(i) or Purchaser or the Company for Causeterminates this Agreement pursuant to Section 8.1(b)(iii), then the Company shall reimburse Parent (or if its designee) for any Expenses incurred by or on behalf of the Purchaser Entities or any of their Affiliates, in an aggregate amount not to exceed $500,000 (“Expense Reimbursement”), no later than two (2) Business Days after the date of such termination. (d) your employment hereunder is terminated by The parties agree and understand that in no event shall the Company without Causebe required to pay any termination fee pursuant to this Section 8.3 (any such amount, the “Termination Fee”) on more than one occasion. Notwithstanding anything to the contrary in this Agreement, (i) if Parent (or by you with Good Reason, during its designee) receives the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) Termination Fee and/or Expense Reimbursement from the Company (pursuant to this Section 8.3, such payment(s) shall be the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and their respective former, current or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such paymentfuture officers, the obligations directors, partners, shareholders, managers, members, Affiliates and Representatives, and none of the Company, AmerisourceBergen and Kindred under Sections 3any of its Subsidiaries or any of their respective former, 4current or future officers, 5directors, 6partners, 7shareholders, 9 and 10 of this Letter Agreement shall immediately terminate (includingmanagers, but not limited to any obligations to grant equity rights in the Company members, Affiliates or make severance payments following termination of employment), with the consequence that you Representatives shall have no any further rights under any of these Sections, other than (in each case) your right liability or obligation relating to payment or arising out of the “Accrued Obligations” described in Section 10(a)(i)(A)Transaction Agreements or the Transactions and, (Cii) if Parent (or its designee) receives any Expense Reimbursement, and thereafter Parent (Dor its designee) below and is entitled to receive the benefits described in Termination Fee under this Section 10(f) below). For purposes of this Letter Agreement8.3, the “Mutual Release Requirement” amount of such Termination Fee shall be deemed satisfied as follows: (x) in reduced by the event aggregate amount of such Expense Reimbursement. The parties acknowledge that the Company delivers to youagreements contained in this Section 8.3 are an integral part of the Transactions, promptly after your Termination Date and in no event more than seven days after such datethat, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (andwithout these agreements, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) would not enter into the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination DateTransaction Agreements, and that any amounts payable pursuant to this Section 8.3 do not constitute a penalty.

Termination Fee. If (a) In the Closing has not occurred event (i) Company terminates this Agreement pursuant to Section 7.1(i), (ii) Parent terminates this Agreement pursuant to Section 7.1 (g) or Parent terminates this Agreement as a result of the Company's willful and material breach of Section 4.2, then the Company shall pay Parent an amount equal to $30,000,000 (the "Termination Fee") by August 1, 2007, wire transfer of immediately available funds upon the occurrence of such event. (b) your employment with Kindred has continued through August 1In the event (i) Company Stockholder Approval is not received, 2007(ii) prior to the Company Stockholders' Meeting there shall have been a Takeover Proposal made (whether or not such Takeover Proposal shall have been rejected or shall have been withdrawn prior to the time of the Company Stockholders' Meeting) and (iii) within twelve (12) months from the termination of this Agreement, the Company shall have entered into an agreement for, and within twenty-four (24) months from such termination shall have consummated, a transaction that would constitute a Takeover Proposal (whether or not with the party that made the initial Takeover Proposal) then the Company shall pay Parent an amount equal to the Termination Fee by wire transfer of immediately available funds, payable upon consummation of such transaction. (c) within 30 days thereafterThe parties agree that the agreements contained in this Section 7.5 are an integral part of the transactions contemplated by this Agreement. If the Company fails to promptly pay to Parent any fee due under this Section 7.5, your employment hereunder terminates the Company shall pay the costs and expenses (including legal fees and expenses) in connection with any action, including the filing of any lawsuit or other than in a termination legal action, taken to collect payment, together with interest on the amount of any unpaid fee at the publicly announced prime rate of Bank of America from the date such fee was first due. (d) The payment by the Company of the Termination Fee pursuant to this Section 7.5 shall be Parent's and Sub's exclusive remedy against the Company for Cause), or if termination under Section 7.1 (dg) your employment hereunder is terminated other than for a willful breach by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date4.2.

Termination Fee. A. In the event this Agreement is terminated by FPHI or IBKC due to the intentional nonperformance of the other party’s duties and obligations required hereunder, which results in a breach of a representation, warranty, covenant or other agreement by such party and the subsequent failure to satisfy a condition precedent specified in ARTICLES VII and VIII, as applicable, then at such time IBKC or FPHI, as appropriate, shall pay a termination fee to the other party, in immediately available funds, in the amount of $2,000,000 (the “Termination Fee”), not later than five (5) business days following such termination of this Agreement. In order for the Termination Fee to be due, the terminating party must not be in material breach of any representation, warranty, covenant or obligation under this Agreement. B. If IBKC is not in material breach of any representation, warranty, covenant or obligation under this Agreement, FPHI shall pay to IBKC the sum of $3,000,000 (athe “FPHI Termination Fee”) if this Agreement is terminated: (i) by FPHI under the Closing provisions of Section 9.01(I); (ii) by either IBKC or FPHI under the provisions of Section 9.01(H) and at the time of any failure by FPHI shareholders to approve this Agreement and the Merger, there shall exist an Acquisition Proposal with respect to FPHI that has not occurred been withdrawn or rejected by August 1, 2007, the FPHI Board before the FPHI Meeting; (biii) your employment with Kindred has continued through August 1, 2007, and by IBKC under the provisions of Section 9.01(J); or (civ) within 30 days thereafter, your employment hereunder terminates for any reason (other than in a termination by the Company for Causeeither IBKC or FPHI pursuant to Section 9.01(B) or 9.01(C), by FPHI pursuant to Section 9.01(C), 9.01(E) or 9.01(G), or by IBKC pursuant to Section 9.01(D)), and within 12 months following such termination, and without IBKC’s prior written consent, FPHI accepts an Acquisition Proposal. For avoidance of doubt, if (dFPHI is obligated to pay both the Termination Fee and the FPHI Termination Fee, FPHI shall not pay to IBKC an amount in excess of $3,000,000. FPHI’s obligation to pay the FPHI Termination Fee pursuant to this Section 9.04(B) your employment hereunder is terminated shall survive the termination of this Agreement. C. Any payment required by Section 9.04(A) or 9.04(B) shall become payable within two business days after receipt by the Company without Cause, or by you with Good Reason, during the thennon-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment terminating party of $1.7 million in cash. Upon such payment, the obligations written notice of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 termination of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date.

Termination Fee. If this Agreement is validly terminated by Seller pursuant to (aA) the Closing has not occurred by August 1, 2007Section 8.1(g), (bB) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for CauseSection 8.1(c), or if (dC) your employment hereunder Section 8.1(e) and at the time of such termination pursuant to Section 8.1(e) Seller had the right to validly terminate this Agreement pursuant to (x) Section 8.1(c), or (y) Section 8.1(g), then Purchaser will pay the Target Companies an amount equal to 5% of the Enterprise Value (the “Termination Fee”) by wire transfer of immediately available funds within three (3) Business Days after the date of such termination. Without limiting Seller’s right to obtain an award of specific performance permitted by, and subject to, Section 10.16, including the limitations set forth in Section 10.16, solely for purposes of establishing the basis of the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is terminated payable, it is agreed by the Company without Causeparties hereto that the Termination Fee is a liquidated damage, or by you with Good Reasonand not a penalty. If, during in order to obtain the then-scheduled Term and before Termination Fee, the Closing, then, promptly after the Mutual Release Requirement has been satisfied Target Companies commence a Claim that results in a final judgment (and following the expiration of all times for appellate review) in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations favor of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in Target Companies or their Affiliates for the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A)Termination Fee, (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” Purchaser shall be deemed satisfied as follows: pay (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer DateTarget Companies their out-of-pocket fees, by Kindred costs and AmericanBergen as well), then expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such Claim (the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; “Termination Fee Claim Expenses”) and (y) to the Target Companies the Termination Fee, plus interest at the prime rate of interest reported in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied The Wall Street Journal in effect on the eighth day after your date such payment was required to be made hereunder through the date of payment (such interest payment, together with the Termination DateFee Claim Expenses, the “Enforcement Costs”). Notwithstanding anything to the contrary set forth herein, but subject in all respects to the provisions of Section 10.16(b), Seller and the Target Companies may pursue the remedies permitted pursuant to Section 10.16 at any time, and any election to pursue such remedies shall in no way modify or amend the obligations of Purchaser to pay the Termination Fee and/or the Enforcement Costs pursuant to this Section 8.4. Purchaser acknowledge and agree that the agreements contained in this Section 8.4 are an integral part of the transactions contemplated hereby, and that without these agreements, Seller and the Target Companies would not have entered into this Agreement.

Termination Fee. If (a) the Closing has not occurred by August 1, 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment Subject to LFG’s receipt of $1.7 million in cash. Upon such payment, the obligations Bankruptcy Court approval of the CompanyBankruptcy Motion, AmerisourceBergen and Kindred including the Bankruptcy Court’s approval of LFG’s obligations under Sections 3this Section 7.03, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers this Agreement is terminated by (i) Acquiror pursuant to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is Section 7.01(b) or Section 7.01(j) or (1ii) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior LFG pursuant to the Transfer Date, by Kindred and AmericanBergen as wellSection 7.01(i), then LFG will pay to Acquiror the Mutual Release Requirement Termination Fee. In the event that this Agreement is terminated by LFG pursuant to Section 7.01(c), then Acquiror will pay to LFG the Termination Fee. (b) The Termination Fee will be payable by Acquiror or LFG without setoff, as the case may be, by wire transfer in immediately available funds, to an account specified by the parties entitled to receive the Termination Fee, not later than ten (10) Business Days following the termination of this Agreement. (c) The parties hereby acknowledge that the agreements contained in this Section 7.03, are an integral part of the transactions contemplated hereby, and, that without these agreements the parties would not enter into this Agreement; accordingly, if LFG or Acquiror, as the case may be, fails to pay promptly the Termination Fee payable by it pursuant to this Section 7.03 when due, then LFG or Acquiror, as the case may be, shall be deemed satisfied pay to Acquiror or LFG, as applicable, its costs and expenses (including attorneys’ fees) in connection with collecting such termination fee, together with interest on the dateamount of the termination fee at the prime rate of Citibank, after N.A. from the date such release has been executed by you and returned to payment was due under this Agreement until the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release date of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Datepayment.

Termination Fee. If (a) If (i) the Closing has Board of Directors of the Company shall terminate this Agreement pursuant to Section 7.1(c)(i) hereof; or (ii) the Board of Directors of Parent shall terminate this Agreement pursuant to Section 7.1(b)(v) hereof, then in any such case as described in clause (i) or (ii), the Company shall pay to Parent (not occurred later than the date of termination of this Agreement in the case of clause (i) above and the date one business day after the date of 43 termination of this Agreement in the case of clause (ii) above) by August 1wire transfer of immediately available funds an amount equal to $26 million inclusive of Parent's reasonable out-of-pocket expenses incurred in connection with the transactions contemplated by this Agreement. If the Board of Directors of the Company shall terminate this Agreement pursuant to Section 7.1(b)(iv) hereof, 2007, the Company shall pay to Parent (not later than the date of termination of this Agreement) by wire transfer of immediately available funds an amount equal to $5 million to cover Parent's expenses incurred in connection with the transactions contemplated by this Agreement. (b) your employment If (i) the Board of Directors of Parent shall terminate this Agreement pursuant to Section 7.1(d)(i) hereof; or (ii) the Board of Directors of the Company shall terminate this Agreement pursuant to Section 7.1(b)(v) hereof, then in any such case as described in clause (i) or (ii), Parent shall pay to the Company (not later than the date of termination of this Agreement in the case of clause (i) above and the date one business day after the date of termination of this Agreement in the case of clause (ii) above) by wire transfer of immediately available funds an amount equal to $26 million inclusive of the Company's reasonable out-of-pocket expenses incurred in connection with Kindred has continued through August 1the transactions contemplated by this Agreement. If the Board of Directors of Parent shall terminate this Agreement pursuant to Section 7.1(b)(iv) hereof, 2007, and Parent shall pay to the Company (not later than the date of termination of this Agreement) by wire transfer of immediately available funds an amount equal to $5 million to cover the Company's expenses incurred in connection with the transactions contemplated by this Agreement. (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred Any amounts due under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement Section 7.3 shall immediately terminate (including, but not limited to any obligations to grant equity rights be in the Company or make severance payments following termination nature of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) liquidated damages and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) not in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, nature of a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Datepenalty.

Termination Fee. If the Merger Agreement is terminated and the Offer and the Merger are abandoned by the Company or by Parent or Purchaser under the situations described in further detail below, the Company may be required to pay a Termination Fee to Parent. The Company must pay the Termination Fee to Parent if: • (aA) the Closing Merger Agreement is validly terminated by (i) Parent or the Company because the Acceptance Time has not occurred by August 1on or before September 17, 20072018 or (ii) Parent because the Company has breached or failed to perform in any material respect any of its representations, warranties, covenants or agreements under the Merger Agreement, such that certain Offer conditions are not satisfied and such breach or condition is not curable or not cured within 20 business days of the date that Parent gives notice of such breach to the Company, (bB) your employment with Kindred an acquisition proposal has continued through August 1been announced, 2007, made or delivered to the Company and (cC) the Company consummates an acquisition proposal (with all references to 15% included in the definition of acquisition proposal increased to 50%) within 30 days thereafter, your employment hereunder terminates (other than in a twelve months after such termination by or the Company for Cause), enters into a definitive agreement within twelve months after such termination to effect an acquisition proposal; • The Merger Agreement is terminated by Parent because the Company Board makes a Change of Recommendation or if (d) your employment hereunder the Company has materially breached its obligations summarized in “No Solicitation of Other Offers”; or • The Merger Agreement is terminated by the Company without Cause, or by you in connection with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you Board causing the Company to enter into an Alternative Acquisition Agreement in order to accept a single lump sum payment of $1.7 million in cash. Upon superior proposal, provided that, at such paymenttime, the Company has complied in all material respects with the obligations summarized in “No Solicitation of Other Offers” with respect to such superior proposal. (Any termination contemplated in the items above by Parent or the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employmenta “Termination Fee Trigger”), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date.

Termination Fee. If (a) Upon any termination of this Agreement pursuant to Section 7.1(h), (j) or (l) or upon the Closing failure of any of the Company Significant Shareholders to vote in favor of the Merger at a duly held meeting of the Company's shareholders or at any adjournment or postponement thereof and, in connection with such vote, the Merger is not approved by the shareholders of the 67 72 Company, the Company, upon written notice from Parent at any time of Parent's election to receive a termination fee equal to $15 million (the "COMPANY TERMINATION FEE") in lieu of Parent exercising the Company Stock Option (the "COMPANY TERMINATION FEE NOTICE"), shall immediately pay to Parent the Company Termination Fee. Following any termination of this Agreement pursuant to Section 7.1(h), (j) or (l), the Company shall give Parent at least 30 days' (and not more than 45 days') prior written notice of the closing date of any Company Takeover Proposal, and Parent, if it elects to receive the Company Termination Fee upon such closing, shall give written notice to the Company (the "COMPANY PAYMENT NOTICE") at least five days' prior to such closing (which notice shall be effective only upon such closing), and the Company shall pay the Company Termination Fee upon such closing. If Parent has not occurred by August 1delivered the Company Payment Notice within such time frame, 2007then upon (and only upon) the closing of the Company Takeover Proposal, Parent's right to receive the Company Termination Fee shall terminate. (b) your employment Upon any termination of this Agreement pursuant to Section 7.1(i), (k) or (m) or upon the failure of the Parent Significant Shareholder to vote in favor of the Merger at a duly held meeting of Parent's shareholders or at any adjournment or postponement thereof and, in connection with Kindred has continued through August 1such vote, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination the Merger is not approved by the Company for Cause)shareholders of Parent, or if (d) your employment hereunder is terminated by Parent, upon written notice from the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in at any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations time of the Company's election to receive a termination fee equal to $15 million (the "PARENT TERMINATION FEE") in lieu of the Company exercising the Parent Stock Option (the "PARENT TERMINATION FEE NOTICE"), AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 shall immediately pay to the Company the Parent Termination Fee. Following any termination of this Letter Agreement shall immediately terminate (including, but not limited pursuant to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A7.1(i), (Ck) and or (D) below and to the benefits described in Section 10(f) belowm). For purposes of this Letter Agreement, the “Mutual Release Requirement” Parent shall be deemed satisfied as follows: (x) in the event that give the Company delivers to you, promptly after your Termination Date at least 30 days' (and in no event not more than seven days after such date45 days') prior written notice of the closing date of any Parent Takeover Proposal, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on if it elects to receive the Parent Termination Fee upon such closing, shall give written notice to Parent (the "PARENT PAYMENT NOTICE") at least five days' prior to such closing (which notice shall be effective only upon such closing), and Parent shall pay the seven day revocation period specified in Parent Termination Fee upon such release expires; and (y) in the event closing. If the Company has not delivered the Parent Payment Notice within such a signed mutual release of claims to you within seven days after your Termination Datetime frame, then upon (unless the parties otherwise agreeand only upon) the Mutual Release Requirement closing of the Parent Takeover Proposal, the Company's right to receive the Parent Termination Fee shall terminate. (c) Payment of the fees described in Sections 7.5(a) and (b) above shall not be deemed satisfied on in lieu of damages incurred in the eighth day after your Termination Dateevent of breach of this Agreement.

Termination Fee. If (a) The Company hereby agrees to pay to the Closing has not occurred by August 1, 2007, (b) your employment with Kindred has continued through August 1, 2007Acquiror, and the Acquiror shall be entitled to payment of, a cash fee (cthe "Fee") within 30 days thereafterof $15,000,000 following the occurrence of a Fee Trigger 36 41 Event; provided, your employment hereunder terminates that the Acquiror's right to receive the Fee shall be discontinued if any of the following (each, a "Fee Termination Event") occurs prior to a Fee Trigger Event: (i) The Effective Time; (ii) Termination of this Agreement in accordance with the provisions hereof, if such termination occurs prior to the occurrence of a Preliminary Fee Trigger Event, other than a Listed Termination; or (iii) Fifteen months after termination of this Agreement, if such termination (A) follows, or occurs at the same time as, a Preliminary Fee Trigger Event (other than in a than, termination by the Company for Causepursuant to (x) Section 8.01(b) because of a knowing, intentional or grossly negligent breach by the Acquiror or (y) Section 8.01(g), in which case the right to receive the Fee shall terminate at termination of this Agreement) or if (dB) your employment hereunder is terminated by a Listed Termination. (b) The term "Preliminary Fee Trigger Event" shall mean any of the Company without Cause, following events or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly transactions occurring on or after the Mutual Release Requirement has been satisfied date hereof: (and in i) The Company or any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations subsidiary of the Company, AmerisourceBergen and Kindred under Sections 3without having received the Acquiror's prior written consent, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under entered into an agreement to engage in an Acquisition Transaction with any of these Sections, other than person (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For term "person" for purposes of this Letter Agreement, Section 8.03 having the “Mutual Release Requirement” meaning assigned thereto in Sections 3(a)(9) and 13(d)(3) of the Exchange Act) other than the Acquiror or any of its Subsidiaries (each an "Acquiror Person") or the Company Board shall be deemed satisfied as follows: (x) in the event have recommended that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release stockholders of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if approve or accept any Acquisition Transaction other than the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination DateCombination.

Termination Fee. If (a) If, but only if, this Agreement is terminated: (i) by either the Closing Company or Parent pursuant to Section \t \* MERGEFORMAT 8.1(b)(i) or Section 8.1(b)(iii) or by Parent pursuant to Section 8.1(d)(i), and in any such case the Company (x) receives or has not occurred by August 1received a Company Acquisition Proposal after the date of this Agreement but prior to the termination of this Agreement, 2007, (b) your employment with Kindred which proposal has continued through August 1, 2007been publicly announced, and (cy) within 30 days thereaftereleven (11) months of the termination of this Agreement, your employment hereunder terminates consummates a transaction regarding, or executes a definitive agreement which is later consummated with respect to, a Company Acquisition Proposal, then the Company shall pay, or cause to be paid, to Parent a fee equal to $21,000,000 (other the “Termination Fee”) plus the Expense Amount, by wire transfer of same day funds to an account designated by Parent, not later than the consummation of such transaction arising from such Company Acquisition Proposal; provided, however, that for purposes of this Section \t \* MERGEFORMAT 8.3(a)(i), the references to “fifteen percent (15%)” in the definition of Company Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”; or (ii) by the Company pursuant to Section 8.1(c)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent as a condition to the effectiveness of such termination; provided, however, that in the event of a termination by the Company for Causepursuant to Section 8.1(c)(ii) in order to enter into an Alternative Acquisition Agreement with respect to an Unmatched Superior Proposal during the Relevant Period, the amount of the Termination Fee payable to Parent pursuant to this Section 8.3(a)(ii) shall be $11,000,000; or (iii) by Parent pursuant to Section 8.1(d)(ii), then the Company shall pay, or cause to be paid, to Parent the Termination Fee together with the Expense Amount, by wire transfer of same day funds to an account designated by Parent, within two (2) Business Days of such termination; provided, however, that if such termination by Parent relates to an Unmatched Superior Proposal, the amount of the Termination Fee payable to Parent pursuant to this Section 8.3(a)(iii) shall be $11,000,000. (b) Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that: (i) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, earlier than one (1) full Business Day after receipt of appropriate wire transfer instructions from the party entitled to payment; (ii) the Company’s right to terminate this Agreement in accordance with Section 8.1(c)(ii) during the Relevant Period and pay the Termination Fee set forth in the proviso to Section 8.3(a)(ii) shall not be prejudiced by Parent’s failure to timely provide wire transfer instructions for payment of such Termination Fee or the Expense Amount prior to the expiration of the Relevant Period; and (iii) under no circumstances shall the Company be required to pay the Termination Fee or Expense Amount, as applicable, on more than one occasion. (c) Each of the parties hereto acknowledges that (i) the agreements contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination Payment is not a penalty, but is liquidated damages, in a reasonable amount that will compensate the Parent in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these agreements, the parties would not enter into this Agreement; accordingly, if the Company fails to timely pay any amount due pursuant to this Section 8.3 and, in order to obtain such payment, Parent commences a suit that results in a final and non-appealable judgment against the Company for the payment of any amount set forth in this Section 8.3, the Company shall pay Parent its Expenses in connection with such suit, together with interest on such amount at the annual rate of five percent (5%) for the period from the date such payment was required to be made through the date such payment was actually received, or such lesser rate as is the maximum permitted by applicable Law. (d) your employment hereunder If the Company is terminated required to pay to Parent the Termination Payment, such Termination Payment shall be paid into escrow on the date such payment is required to be paid by the Company without Cause, or pursuant to this Agreement by you wire transfer of immediately available funds to an escrow account designated in accordance with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below8.3(d). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in In the event that the Company delivers is obligated to youpay Parent the Termination Payment, promptly after your the amount payable to Parent in any tax year of Parent shall not exceed the lesser of (i) the Termination Date and in no event more than seven days after such date, a mutual release Payment of claims that is (1) substantially in the form attached hereto as Exhibit A Parent and (2ii) fully executed by the Company sum of (andA) the maximum amount that can be paid to Parent without causing Parent to fail to meet the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as if the Termination Date payment of such amount did not constitute income described in Sections 856(c)(2) or 856(c)(3) of the Code (“Qualifying Income”) and Parent has $1,000,000 of income from unknown sources during such year which is prior not Qualifying Income (in addition to the Transfer Date, by Kindred and AmericanBergen as wellany known or anticipated income which is not Qualifying Income), then the Mutual Release Requirement shall be deemed satisfied on the datein each case, after such release has been executed as determined by you and returned to the CompanyParent’s independent accountants, on which the seven day revocation period specified in such release expires; and plus (yB) in the event Parent receives either (x) a letter from Parent’s counsel indicating that Parent has received a ruling from the IRS as described below in this Section 8.3(d) or (y) an opinion from Parent’s outside counsel as described below in this Section 8.3(d), an amount equal to the excess of the Termination Payment less the amount payable under clause (A) above. (i) To secure the Company’s obligation to pay these amounts, the Company has shall deposit into escrow an amount in cash equal to the Termination Payment with an escrow agent selected by the Company on such terms (subject to this Section 8.3(d)) as shall be mutually agreed upon by the Company, Parent and the escrow agent. The payment or deposit into escrow of the Termination Payment pursuant to this Section 8.3(d) shall be made at the time the Company is obligated to pay such amount to Parent pursuant to Section 8.3 by wire transfer. The escrow agreement shall provide that the Termination Payment in escrow or any portion thereof shall not delivered such a signed mutual release of claims be released to you within seven days after your Termination Date, then (Parent unless the parties otherwise agreeescrow agent receives any one or combination of the following: (i) a letter from the Mutual Release Requirement Company’s independent accountants indicating the maximum amount that can be paid by the escrow agent to Parent without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code determined as if the payment of such amount did not constitute Qualifying Income and Parent has $1,000,000 of income from unknown sources during such year which is not Qualifying Income (in addition to any known or anticipated income which is not Qualifying Income), in which case the escrow agent shall release such amount to Parent, or (ii) a letter from Parent’s counsel indicating that (A) Parent received a ruling from the IRS holding that the receipt by Parent of the Termination Payment would either constitute Qualifying Income or would be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) Parent’s outside counsel has rendered a legal opinion to the effect that the receipt by Parent of the Termination Payment should either constitute Qualifying Income or should be excluded from gross income within the meaning of Sections 856(c)(2) and (3) of the Code, in which case the escrow agent shall release the remainder of the Termination Payment to Parent. The Company agrees to amend this Section 8.3(d) at the reasonable request of Parent in order to (i) maximize the portion of the Termination Payment that may be distributed from escrow to Parent hereunder without causing Parent to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, (ii) improve Parent’s chances of securing a favorable ruling described in this Section 8.3(d) or (iii) assist Parent in obtaining a favorable legal opinion from its outside counsel as described in this Section 8.3(d). Any amount of the Termination Payment that remains unpaid as of the end of a taxable year shall be deemed satisfied paid as soon as possible during the following taxable year, subject to the foregoing limitations of this Section 8.3(d), provided that the obligation of the Company to pay the unpaid portion of the Termination Payment shall terminate on the eighth day after your Termination DateDecember 31 following the date which is five (5) years from the date of this Agreement.

Termination Fee. If (a) the Closing has not occurred by August 1, 2007, (b) your employment with Kindred has continued through August 1, 2007, and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination by the Company for Cause), or if (d) your employment hereunder If this Agreement is terminated by the Company without Causepursuant to (i) Section 8.1(g) or (ii) Section 8.1(d) due to a Willful Breach of Section 6.3, or by you with Good Reason, during Parent will pay to the then-scheduled Term and before Company the Closing, then, promptly Termination Fee no later than two Business Days after the Mutual Release Requirement has been satisfied termination of this Agreement. (and in any event within 3 business days thereafterb) If this Agreement is terminated by (i)(x) either the Company or Parent pursuant to Section 8.1(e) or (y) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited pursuant to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C8.1(d) and (Dii) below a Parent Alternative Proposal is publicly proposed or publicly disclosed and not publicly withdrawn at least three (3) business days prior to the benefits described date of the Parent Stockholder Meeting in the case of termination pursuant to Section 10(f8.1(e) belowor a Parent Alternative Proposal shall have become known to the Parent Board in the case of a termination pursuant to Section 8.1(d), and (iii) Parent enters into a definitive agreement with respect to, or consummates, a Parent Alternative Proposal within twelve (12) months after the date this Agreement is terminated, then Parent will pay to the Company the Termination Fee (net of any Company Expenses previously paid) upon the occurrence of the earlier of such events. For purposes of clause (iii) of this Letter AgreementSection 8.3(b), any reference in the definition of Parent Alternative Proposal to “Mutual Release Requirement15%” shall be deemed satisfied to be a reference to “50%.” (c) If the Company or Parent terminates this Agreement pursuant to Section 8.1(e), then Parent shall pay the Company the Company Expenses no later than two Business Days after notice of termination of this Agreement. (d) If this Agreement is terminated by Parent pursuant to Section 8.1(f) (Parent Superior Proposal), Parent will pay to the Company the Termination Fee prior to or contemporaneously with the termination of this Agreement. (e) Any payment of the Termination Fee or the Company Expenses will be made in cash by wire transfer of same day funds to an account designated in writing by the recipient of such payment. (f) Each of the parties acknowledges that the provisions of this Section 8.3 are an integral part of the transactions contemplated hereby and that, without these agreements, the Company would not enter into this Agreement. Accordingly, if Parent fails to promptly pay the amount due pursuant to this Section 8.3 and if the Company commences a suit that results in a judgment against Parent for the amount set forth in this Section 8.3 or a portion thereof, Parent shall pay the Company (i) all fees, costs and expenses of enforcement (including attorneys’ fees as follows: well as expenses incurred in connection with any such action) and (xii) interest on such amount or such portion thereof at the prime lending rate as published in the Wall Street Journal, in effect on the date such payment is required to be made. The amounts payable by Parent pursuant to Section 8.3(a) constitute liquidated damages and not a penalty, and, other than in the case of fraud or Willful Breach, shall be, together with any amounts payable pursuant to this Section 8.3(f), the sole monetary remedy for the Company in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, of a mutual release termination of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if this Agreement where the Termination Date Fee is prior to payable by Parent and the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned Termination Fee is actually paid to the Company. (g) As used herein, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such “Termination Fee” means a signed mutual release of claims cash amount equal to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination Date$22,500,000.

Termination Fee. If (a) If after the Closing date hereof an Alternative Acquisition Proposal with respect to Active Subsea is received and not withdrawn prior to the Termination Date and, prior to 225 days following the Termination Date, an Acquisition Transaction with respect to Active Subsea is consummated or a definitive agreement for an Acquisition Transaction with respect to Active Subsea is entered into and subsequently consummated, Active Subsea shall pay to Trico a termination fee of Five Million United States Dollars (US$5,000,000.00) in cash (the “Termination Fee”). (b) If there has not occurred by August 1been an Active Subsea Change in Recommendation, 2007Active Subsea shall pay to Trico the Termination Fee. (c) If Active Subsea materially breaches the Transaction Agreement, Active Subsea shall pay to Trico the Termination Fee. (d) In no event shall Active Subsea be required to pay the Termination Fee other than as a result of the matters set forth in Sections 4.3(a), (b) your employment or (c), and in no event shall Active Subsea be required to pay the Termination Fee more than once. Any payment of the Termination Fee pursuant to this Section 4 shall be made by wire transfer of immediately available funds, one business day after, as applicable, the consummation of an Acquisition Transaction (in the case of a payment pursuant to Section 4.3(a)), the occurrence of an Active Subsea Change in Recommendation (in the case of a payment pursuant to Section 4.3(b)), or the delivery of notice from Trico that Active Subsea has materially breached the Transaction Agreement (in the case of a payment pursuant to Section 4.3(c)). Payment of the Termination Fee shall constitute the sole and exclusive remedy of Trico in connection with Kindred has continued through August 1a termination of this Agreement as a result of the matters set forth in Sections 4.3(a), 2007, (b) and (c) within 30 days thereafter, your employment hereunder terminates (other than in a termination and Active Subsea shall not be responsible for any fees or expenses incurred by the Company for Cause), or if (d) your employment hereunder is terminated by the Company without Cause, or by you with Good Reason, during the then-scheduled Term and before the Closing, then, promptly after the Mutual Release Requirement has been satisfied (and in any event within 3 business days thereafter) the Company (or Kindred) will pay you a single lump sum payment of $1.7 million in cash. Upon such payment, the obligations of the Company, AmerisourceBergen and Kindred under Sections 3, 4, 5, 6, 7, 9 and 10 of this Letter Agreement shall immediately terminate (including, but not limited to any obligations to grant equity rights in the Company or make severance payments following termination of employment), with the consequence that you shall have no further rights under any of these Sections, other than (in each case) your right to payment of the “Accrued Obligations” described in Section 10(a)(i)(A), (C) and (D) below and to the benefits described in Section 10(f) below). For purposes of this Letter Agreement, the “Mutual Release Requirement” shall be deemed satisfied as follows: (x) in the event that the Company delivers to you, promptly after your Termination Date and in no event more than seven days after such date, a mutual release of claims that is (1) substantially in the form attached hereto as Exhibit A and (2) fully executed by the Company (and, if the Termination Date is prior to the Transfer Date, by Kindred and AmericanBergen as well), then the Mutual Release Requirement shall be deemed satisfied on the date, after such release has been executed by you and returned to the Company, on which the seven day revocation period specified in such release expires; and (y) in the event the Company has not delivered such a signed mutual release of claims to you within seven days after your Termination Date, then (unless the parties otherwise agree) the Mutual Release Requirement shall be deemed satisfied on the eighth day after your Termination DateTrico.