Common use of Change in Control of the Company Clause in Contracts

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that a Change in Control (as defined in paragraph (b) of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the date of the Change in Control, a lump sum bonus equal to one (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control Termination, the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination of the Executive’s employment with the Company, in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that a Change in Control (as defined in paragraph (b) g. of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the date of the Change in Control, a lump sum bonus equal to one (1) and one half times the Executive’s 's annual Base Salary and Bonus (the “"Change in Control Date Bonus”"). In addition, if and (ii) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested on the date of the Change in Control. b. If the Executive's Term of Employment is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes hereunder, a "Change of Control Termination" shall be deemed to have occurred. c. If Executive's Term of Employment is terminated without cause pursuant to Section 6.4 hereof, within two (2) years one year after a Change of Control, a "Change of Control Termination" shall be deemed to have occurred. d. If, within one year following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty twenty-five (3025) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s 's duties and responsibilities hereunder), or (ii) the Executive’s 's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “"Change of Control Termination” " shall be deemed to have occurred. . e. In the event of a "Change of Control Termination" under paragraphs b, c, or d of this Section 6.6, the Company shall shall: (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of termination specified in such notice, and the termination; (ii) continue pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof; (iii) pay to the Executive’s Base Salary and Bonus for a period , within 30 days of twenty-four (24) months following the termination of his employment hereunder, a lump sum payment equal to one and one half times the Executive’s employment with 's annual Base Salary; (iv) accelerate the Companyvesting of all AmeriPath Stock Options which have been granted to the Executive since the Change in Control but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date; and (v) pay to the Executive in a lump sum the compensation and benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 6.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. f. If, on the date of the one-year anniversary of the date of the Change In Control, the Executive is in the employ of the Company, or any successor thereto or assign thereof, the Executive shall be paid, on such one- year anniversary date, an additional lump sum bonus equal to one (1) times the Executive's annual Base Salary as determined immediately prior to the Change in Control Date (the "Anniversary Bonus"). g. For purposes of this Agreement, the term “"Change in Control” " ----------------- shall have mean: (i) Approval by the shareholders of the Company of (x) a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or (y) a liquidation or dissolution of the Company or (z) the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); (ii) Individuals who, as of the Commencement Date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to --------------- constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Commencement Date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the acquisition (other than by or from the Company) by any person, entity or "group", within the meaning ascribed of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership within the meaning of Rule 13-d promulgated under the Securities Exchange Act of 50% or more of either the then outstanding shares of the Company's Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to such term vote generally in the Executive’s Time-Based Stock Option election of directors [(hereinafter referred to as the ownership of a "Controlling Interest") excluding, for this purpose, -------------------- any acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date of this Agreement with AmeriPath Holdings, Inc.owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the Company or its Subsidiaries].

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that if a Change in Control (as defined in paragraph (b) of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay accelerate the vesting of all AmeriPath Stock Options which have been granted to the ExecutiveExecutive but are unvested, within thirty so that the unvested shares are one hundred (30100) days of percent vested on the date of the Change in Control, a lump sum bonus equal to one (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change in Control of Controlthe Company occurs during the Term of Employment, (i) and prior to one year after the date of the Change in Control the Term of Employment is terminated by the Company without Cause pursuant to Section 6.4 hereof, or the Company requires the Executive to be based at any office or location more than thirty twenty-five (3025) miles from that in which the Executive was based at working on the time this Agreement was executed (except for travel reasonably required in the performance date of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) Control and the Executive is Terminated without Cause, then in either event, the Executive may elect thereby elects to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control TerminationAgreement, the Company shall (i1) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of the termination, (2) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof, (3) pay to the Executive, within 30 days of the termination specified of his employment hereunder, a lump sum payment equal to one times the Executive's annual Base Salary, (4) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive since the Change in such noticeControl but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date, and (ii5) continue pay to pay the Executive’s Base Salary Executive in a lump sum the compensation and Bonus for a period of twenty-four (24) months following the termination of the Executive’s employment with the Company, benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 6.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. For purposes of this Agreement, the term “"Change in Control” " ----------------- shall have mean: (i) Approval by the shareholders of the Company of (x) a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or (y) a liquidation or dissolution of the Company or (z) the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); (ii) Individuals who, as of the Commencement Date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to --------------- constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Commencement Date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the acquisition (other than by or from the Company) by any person, entity or "group", within the meaning ascribed of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership within the meaning of Rule 13-d promulgated under the Securities Exchange Act of 50% or more of either the then outstanding shares of the Company's Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to such term vote generally in the Executive’s Time-Based Stock Option election of directors [(hereinafter referred to as the ownership of a "Controlling Interest") excluding, for this purpose, -------------------- any acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date of this Agreement with AmeriPath Holdings, Inc.owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the Company or its Subsidiaries].

Change in Control of the Company. a. Unless otherwise provided Executive elects to terminate this Agreement pursuant to subparagraph c below, Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Section 6.7 hereof, in Control. The Executive hereby acknowledges and agrees that the event that Executive shall have no right to terminate this Agreement for a period of one year following the date of a Change in Control. In the event such a merger or consolidation or other Change in Control (as defined in paragraph (b) is initiated prior to the end of the Initial or any Renewal Term, then the provisions of this Section 6.65.6 shall be applicable. b. In the event of a pending Change in Control wherein the Company and/or the Executive has not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company's business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, then such Change in Control shall occur be deemed to be a termination of this Agreement by the Company without Cause during the Term of EmploymentEmployment and the applicable portions of Section 5.4 hereof will apply. c. In any Change in Control situation, Executive may, at his sole discretion, elect to terminate this Agreement at any time on or after the Company shall (i) pay to the Executive, within thirty (30) days one-year anniversary of the date of the Change in ControlControl by providing written notice to the Company and/or a successor to all or a substantial portion of the Company's business and/or assets at least (30) days prior to the anticipated termination date. In such case, or in the event that the Company and/or its successor terminates the Executive after a lump sum bonus equal to one (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In additionfor any reason, if within two (2) years following a Change the applicable provisions of Control, (i) Section 5.4 hereof will apply as though the Company requires had terminated the Executive to Agreement without Cause during the Term of Employment. d. For purposes of applying this Section 5 under the circumstances described in (b) above, the effective date of termination will be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance closing date of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding transaction giving rise to the Change in ControlControl and all compensation, or (iii) the reimbursements and lump-sum payments due Executive is Terminated without Cause, then must be paid in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control Termination, full by the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination of the Executive’s employment with the Company, in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred or prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days)such closing. b. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that a Change in Control (as defined in paragraph (b) g. of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall shall (i) pay to the Executive, within thirty (30) days of the date of the Change in Control, a lump sum bonus equal to one two (12) times the Executive’s 's annual Base Salary and Bonus (the “"Change in Control Date Bonus”"). In additionThis payment will be made only as a result of a. Board approval, or b. if the per share selling price is greater than the average per share price for the previous six (6) month trading period; (ii) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested on the date of the Change in Control. b. If the Executive's Term of Employment is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes hereunder, a "Change of Control Termination" shall be deemed to have occurred. c. If Executive's Term of Employment is terminated without cause pursuant to Section 6.4 hereof, within two (2) years one year after a Change of Control, a "Change of Control Termination" shall be deemed to have occurred. d. If, within one year following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty twenty-five (3025) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s 's duties and responsibilities hereunder), or (ii) the Executive’s 's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “"Change of Control Termination” " shall be deemed to have occurred. . e. In the event of a "Change of Control Termination" under paragraphs b, c, or d of this Section 6.6, the Company shall shall: (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of termination specified in such notice, and the termination; (ii) continue pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof; (iii) pay to the Executive’s , within 30 days of the termination of his employment hereunder, a lump sum payment equal to two (2) times the Executive's annual Base Salary and Bonus for a period Bonus; (iv) accelerate the vesting of twenty-four all AmeriPath Stock Options which have been granted to the Executive since the Change in Control but are unvested, so that the unvested shares are one hundred (24100) months following the termination percent vested as of the Executive’s employment with 's Termination Date; and (v) pay to the Company, Executive in a lump sum the compensation and benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 6.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. f. If, on the date of the one-year anniversary of the date of the Change In Control, the Executive is in the employ of the Company, or any successor thereto or assign thereof, the Executive shall be paid, on such one- year anniversary date, an additional lump sum bonus equal to one times the Executive's annual Base Salary and Bonus as determined immediately prior to the Change in Control Date (the "Anniversary Bonus"). g. For purposes of this Agreement, the term “"Change in Control” " ----------------- shall have mean: (i) Approval by the shareholders of the Company of (x) a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or (y) a liquidation or dissolution of the Company or (z) the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); (ii) Individuals who, as of the Commencement Date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to --------------- constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Commencement Date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the acquisition (other than by or from the Company) by any person, entity or "group", within the meaning ascribed of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership within the meaning of Rule 13-d promulgated under the Securities Exchange Act of 50% or more of either the then out standing shares of the Company's Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to such term vote generally in the Executive’s Time-Based Stock Option election of directors [(hereinafter referred to as the ownership of a "Controlling Interest") excluding, for this purpose, -------------------- any acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date of this Agreement with AmeriPath Holdings, Inc.owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the Company or its Subsidiaries].

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, 4-1 Right of withdrawal in the event that Control of the Company is assumed by a Change Third Party or a Shareholder further to Assignment of Transferable Securities Each Signatory undertakes not to Assign Transferable Securities, whether alone or together with other Signatories, if this would or could Transfer Control of the Company in one or more steps to a Third Party or to a Shareholder (hereinafter referred to as the “Buyer”) without permitting the other Signatories to withdraw from the Company. For the purpose of determining Assignment of Control (of the Company, the following shall be taken into account: first, the Transferable Securities held or to be held by the Buyer, any company which it Controls, by which it is Controlled or which is Controlled by the same company as defined the Buyer and by any person acting in paragraph (b) of this Section 6.6) concert with the Buyer in the Company meaning of Article L 233-10 of the French Commercial Code, and Shares and shares issued, immediately or in the future, by virtue of the Transferable Securities issued. 4-1-1 Notification of Assignment Plan Consequently, any Signatory, acting alone or jointly with other Signatories, who contemplates the Assignment of Transferable Securities on the above terms shall occur notify the other Signatories (hereinafter referred to as the “Beneficiaries”) on the terms stipulated in Section 3-2-1. This notification shall be accompanied by a duly certified copy of the interested Third Party’s purchase agreement, which shall expressly mention the offered price as well as the terms and conditions of the offer. 4-1 2 Exercise of the pre-emptive right or the withdrawal right Each Beneficiary shall have forty-five (45) Days to inform the other Signatories wishing to proceed, alone or jointly, with the other Signatories (hereinafter referred to as the “Assignor”) with an Assignment of Transferable Securities in the Company, of its intention: • to exercise its pre-emptive right on the terms of Section 3-2-2 above, • or to withdraw from the Company. If no notification is received during the Term of Employmentthis period, the Company shall (i) pay Assignment Plan may be carried out on the terms reported to the ExecutiveBeneficiaries. In the event that one or more Investors announce their intention to withdraw from the Company, the Assignor shall acquire or arrange the acquisition of all Transferable Securities and held by the Beneficiaries at a price equal to the price proposed by the interested Third Party (notwithstanding the provisions of Article 5.2) or a price based on the terms of the contemplated Assignment, excluding any asset/liability guarantee, subject to the terms of Article 11 below. The transfer orders and all other necessary documents shall be delivered to the assignees within thirty (30) days of Days from the date of the Change in Control, a lump sum bonus equal to one (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”)notification. In additionthe event that, if within two during the twelve (212) years following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time months preceding the Change in Control, the Assignor have sold Transferable Securities to the interested Third Party (or (iiito any company which it Controls, by which it is Controlled or which is Controlled by the same company as the company Controlling the interested Third Party) at a higher price than asked for the Executive is Terminated without Cause, then Assignment resulting in either eventa Change in Control, the Executive may elect sales price of the Transferable Securities belonging to terminate this Agreement and a “Change of Control Termination” Beneficiaries who have exercised their withdrawal right shall be deemed equal to have occurredthe sale price, weighted by the number of Transferable Securities sold, of all Transferable Securities assigned in connection with the Change in Control and those assigned during the previous twelve (12) months by the Assignors, as explained above. In Moreover, in the event of a Change of Control Terminationthat, the Company shall within nine (i9) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through months after the date of termination specified the Assignment resulting in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination of the Executive’s employment with the Company, in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. For purposes of this Agreement, the term “Change in Control” , the Assignor were to assign Transferable Securities to the same interested Third Party (or to any company which it Controls, by which it is Controlled or which is Controlled by the same company as the company Controlling the interested Third Party) at a higher price than that paid to the Beneficiaries who have exercised their withdrawal right, they shall be entitled to a price complement (provided that there is unequal division of the sales price as set out in Article 5.2) equal to the weighted sale price of the sales made by the Assignors on the above conditions and the price paid as part of the exercise of their withdrawal right. Consequently, the Assignors undertake to supply the Beneficiaries with all information necessary for the execution of this paragraph. The price complement shall be paid within fifteen (15) Days from completion of the sales creating a right to a price complement. 4-2 Non-completion of the planned transaction If, even though the Beneficiaries have not exercised or have waived exercise of their pre-emptive right or their withdrawal right, the meaning ascribed to such term planned Assignment is not completed within six (6) months from the notification stipulated in Sections 4-1-1 or 4-2-1, the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.notification procedure shall be repeated on the same terms.

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that a Change in Control (as defined in paragraph (b) g. of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the date of the Change in Control, a lump sum bonus equal to one (1) times the Executive’s 's annual Base Salary and Bonus (the “"Change in Control Date Bonus”"). In addition, if and (ii) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested on the date of the Change in Control. b. If the Executive's Term of Employment is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes hereunder, a "Change of Control Termination" shall be deemed to have occurred. c. If Executive's Term of Employment is terminated without cause pursuant to Section 6.4 hereof, within two (2) years one year after a Change of Control, a "Change of Control Termination" shall be deemed to have occurred. d. If, within one year following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty twenty-five (3025) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s 's duties and responsibilities hereunder), or (ii) the Executive’s 's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “"Change of Control Termination” " shall be deemed to have occurred. . e. In the event of a "Change of Control Termination" under paragraphs b, c, or d of this Section 6.6, the Company shall shall: (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of termination specified in such notice, and the termination; (ii) continue pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof; (iii) pay to the Executive’s Base Salary and Bonus for a period , within 30 days of twenty-four (24) months following the termination of his employment hereunder, a lump sum payment equal to one times the Executive’s employment with 's annual Base Salary; (iv) accelerate the Companyvesting of all AmeriPath Stock Options which have been granted to the Executive since the Change in Control but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date; and (v) pay to the Executive in a lump sum the compensation and benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 6.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. f. If, on the date of the one-year anniversary of the date of the Change In Control, the Executive is in the employ of the Company, or any successor thereto or assign thereof, the Executive shall be paid, on such one-year anniversary date, an additional lump sum bonus equal to one times the Executive's annual Base Salary as determined immediately prior to the Change in Control Date (the "Anniversary Bonus"). g. For purposes of this Agreement, the term “Change in Control” "CHANGE IN CONTROL" shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.mean:

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereofIn the event a Change of Control occurs, and subject to Plan terms, the PSUs will be deemed earned and vested as follows: (ii) Further, in the event that a Change the PSUs are substituted, assumed or continued as provided in Control Section 4(f)(i) herein, then (except as defined otherwise provided in paragraph (bSection 4(f)(iii) below), the PSUs will nonetheless become fully vested and earned at the greater of this Section 6.6) in actual performance or target performance if the Participant’s employment is terminated by the Company shall not for Cause or by the Participant for Good Reason within six months before (in which case vesting will not occur during until the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the effective date of the Change in of Control, a lump sum bonus equal to one ) or two years (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following or such other period after a Change of Control, (i) the Company requires the Executive to Control as may be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required stated in the performance of the ExecutiveParticipant’s duties and responsibilities hereunder)employment, change in control, consulting or other similar agreement, plan, or (iipolicy, if applicable) after the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event effective date of a Change of Control Termination, (in which case the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination PSUs will be deemed immediately vested as of the ExecutiveParticipant’s employment with the CompanyTermination Date). (iii) Notwithstanding Section 4(f)(ii), in the manner and at such times event that the PSUs are substituted, assumed or continued as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date provided in Section 4(f)(i) herein, in lieu of termination, subject, however, to applying the provisions of Section 5.14(f)(ii), and payment the Administrator (as constituted prior to the Change of compensation Control) may, in its sole discretion, determine that the PSUs will be deemed earned at the greater of actual performance or target performance as of the time of the Change of Control and, following the Change of Control, the PSUs will convert to a service-based Award for accrued and unused vacation days)the remainder of the Award Period, subject to accelerated vesting in the event of the Participant’s termination by the Company not for Cause or for Good Reason as provided in Section 4(f)(ii) above. b. For purposes of this Agreement(iv) In the event that the PSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the term “Participant will also be entitled to receive, with respect to each Share subject to the PSUs that becomes earned and vested following the effective date of the Change in Control” shall have the meaning ascribed of Control pursuant to Section 2(b), Section 3 or Section 4, a value restoration payment with respect to such term Share (a “Value Restoration Payment”), provided that the Value Restoration Payment will only be payable if the Participant remains in continuous employment with the ExecutiveCompany or its successor or an Affiliate of the Company or its successor through the applicable vesting date. The Value Restoration Payment will be equal to the difference between the Fair Market Value of the surviving entity’s Time-Based Stock Option Agreement with AmeriPath Holdingscommon stock (or equivalent security) on the effective date of the Change of Control and, Inc.if less, the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the date of vesting (including the date of any accelerated vesting pursuant to this Section 4). Any such Value Restoration Payment will be paid to the Participant in cash at the same time Shares are payable pursuant to the PSUs as provided in Section 3.

Change in Control of the Company. a. Unless otherwise provided In the event a Change of Control occurs, and subject to Plan terms, the PSUs will be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in Section 6.7 hereofthe Change of Control event does not assume or substitute for the PSUs (or in which the Company is the ultimate parent corporation and does not continue the PSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator prior to the Change of Control) as Awards outstanding under the Plan immediately prior to the Change of Control event, the PSUs will be deemed immediately earned at the greater of actual performance or target performance. (ii) Further, in the event that a Change the PSUs are substituted, assumed or continued as provided in Control Section 4(f)(i) herein, then (except as defined otherwise provided in paragraph (bSection 4(f)(iii) below), the PSUs will nonetheless become fully vested and earned at the greater of this Section 6.6) in actual performance or target performance if the Participant’s employment is terminated by the Company shall not for Cause or by the Participant for Good Reason within six months before (in which case vesting will not occur during until the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the effective date of the Change in of Control, a lump sum bonus equal to one ) or two years (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following or such other period after a Change of Control, (i) the Company requires the Executive to Control as may be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required stated in the performance of the ExecutiveParticipant’s duties and responsibilities hereunder)employment, change in control, consulting or other similar agreement, plan, or (iipolicy, if applicable) after the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event effective date of a Change of Control Termination, (in which case the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination PSUs will be deemed immediately vested as of the ExecutiveParticipant’s employment with the CompanyTermination Date). (iii) Notwithstanding Section 4(f)(ii), in the manner and at such times event that the PSUs are substituted, assumed or continued as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date provided in Section 4(f)(i) herein, in lieu of termination, subject, however, to applying the provisions of Section 5.14(f)(ii), and payment the Administrator (as constituted prior to the Change of compensation Control) may, in its sole discretion, determine that the PSUs will be deemed earned at the greater of actual performance or target performance as of the time of the Change of Control and, following the Change of Control, the PSUs will convert to a service-based Award for accrued and unused vacation days)the remainder of the Award Period, subject to accelerated vesting in the event of the Participant’s termination by the Company not for Cause or for Good Reason as provided in Section 4(f)(ii) above. b. For purposes of this Agreement(iv) In the event that the PSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the term “Participant will also be entitled to receive, with respect to each Share subject to the PSUs that becomes earned and vested following the effective date of the Change in Control” shall have the meaning ascribed of Control pursuant to Section 2(b), Section 3 or Section 4, a value restoration payment with respect to such term Share (a “Value Restoration Payment”), provided that the Value Restoration Payment will only be payable if the Participant remains in continuous employment with the ExecutiveCompany or its successor or an Affiliate of the Company or its successor through the applicable vesting date. The Value Restoration Payment will be equal to the difference between the Fair Market Value of the surviving entity’s Time-Based Stock Option Agreement with AmeriPath Holdingscommon stock (or equivalent security) on the effective date of the Change of Control and, Inc.if less, the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the date of vesting (including the date of any accelerated vesting pursuant to this Section 4). Any such Value Restoration Payment will be paid to the Participant in cash at the same time Shares are payable pursuant to the PSUs as provided in Section 3.

Change in Control of the Company. a. Unless otherwise provided In the event a Change of Control occurs, and subject to Plan terms, the PSUs will be deemed earned and vested as follows: (i) To the extent that the successor or surviving company in Section 6.7 hereofthe Change of Control event does not assume or substitute for the PSUs (or in which the Company is the ultimate parent corporation and does not continue the PSUs) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator prior to the Change of Control) as Awards outstanding under the Plan immediately prior to the Change of Control event, the PSUs will be deemed immediately earned at the greater of actual performance or target performance. (ii) Further, in the event that a Change the PSUs are substituted, assumed or continued as provided in Control Section 4(f)(i) herein, then (except as defined otherwise provided in paragraph (bSection 4(f)(iii) below), the PSUs will nonetheless become fully vested and earned at the greater of this Section 6.6) in actual performance or target performance if the Participant’s employment is terminated by the Company shall not for Cause or by the Participant for Good Reason within six months before (in which case vesting will not occur during until the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the effective date of the Change in of Control, a lump sum bonus equal to one ) or two years (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following or such other period after a Change of Control, (i) the Company requires the Executive to Control as may be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required stated in the performance of the ExecutiveParticipant’s duties and responsibilities hereunder)employment, change in control, consulting or other similar agreement, plan, or (iipolicy, if applicable) after the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event effective date of a Change of Control Termination, (in which case the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination PSUs will be deemed immediately vested as of the ExecutiveParticipant’s employment with the CompanyTermination Date). (iii) Notwithstanding Section 4(f)(ii), in the manner and at such times event that the PSUs are substituted, assumed or continued as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date provided in Section 4(f)(i) herein, in lieu of termination, subject, however, to applying the provisions of Section 5.14(f)(ii), and payment the Administrator (as constituted prior to the Change of compensation Control) may, in its sole discretion, determine that the PSUs will be deemed earned at the greater of actual performance or target performance as of the time of the Change of Control and, following the Change of Control, the PSUs will convert to a service-based Award for accrued and unused vacation days)the remainder of the Award Period, subject to accelerated vesting in the event of the Participant’s termination by the Company not for Cause or for Good Reason as provided in Section 4(f)(ii) above. b. For purposes of this Agreement(iv) In the event that the PSUs are substituted, assumed or continued as provided in Section 4(f)(i) herein, the term “Participant will also be entitled to receive, with respect to each Share subject to the PSUs that becomes earned and vested following the effective date of the Change in Control” shall have the meaning ascribed of Control pursuant to Section 2(c), Section 3 or Section 4, a value restoration payment with respect to such term Share (a “Value Restoration Payment”), provided that the Value Restoration Payment will only be payable if the Participant remains in continuous employment with the ExecutiveCompany or its successor or an Affiliate of the Company or its successor through the applicable vesting date. The Value Restoration Payment will be equal to the difference between the Fair Market Value of the surviving entity’s Time-Based Stock Option Agreement with AmeriPath Holdingscommon stock (or equivalent security) on the effective date of the Change of Control and, Inc.if less, the Fair Market Value of the surviving entity’s common stock (or equivalent security) on the date of vesting (including the date of any accelerated vesting pursuant to this Section 4). Any such Value Restoration Payment will be paid to the Participant in cash at the same time Shares are payable pursuant to the PSUs as provided in Section 3.

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that if a Change in Control (as defined in paragraph (b) of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay accelerate the vesting of all AmeriPath Stock Options which have been granted to the ExecutiveExecutive but are unvested, within thirty so that the unvested shares are one hundred (30100) days of percent vested on the date of the Change in Control, a lump sum bonus equal to one (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change in Control of Controlthe Company occurs during the Term of Employment, (i) and prior to one year after the date of the Change in Control the Term of Employment is terminated by the Company without Cause pursuant to Section 6.4 hereof, or the Company requires the Executive to be based at any office or location more than thirty twenty-five (3025) miles from that in which the Executive was based at working on the time this Agreement was executed (except for travel reasonably required in the performance date of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) Control and the Executive is Terminated without Cause, then in either event, the Executive may elect thereby elects to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control TerminationAgreement, the Company shall (i1) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of the termination, (2) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof, (3) pay to the Executive, within 30 days of the termination specified of his employment hereunder, a lump sum payment equal to one times the Executive's annual Base Salary, (4) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive since the Change in such noticeControl but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date, and (ii5) continue pay to pay the Executive’s Base Salary Executive in a lump sum the compensation and Bonus for a period of twenty-four (24) months following the termination of the Executive’s employment with the Company, benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 6.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. For purposes of this Agreement, the term “"Change in Control” " ----------------- shall have mean: (i) Approval by the shareholders of the Company of (x) a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or (y) a liquidation or dissolution of the Company or (z) the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); (ii) Individuals who, as of the Commencement Date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to --------------- constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Commencement Date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the acquisition (other than by or from the Company) by any person, entity or "group", within the meaning ascribed of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership within the meaning of Rule 13-d promulgated under the Securities Exchange Act of 50% or more of either the then outstanding shares of the Company's Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to such term vote generally in the Executive’s Time-Based Stock Option election of directors [(hereinafter referred to as the ownership of a "Controlling Interest") excluding, for this purpose, any -------------------- acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date of this Agreement with AmeriPath Holdings, Inc.owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the Company or its Subsidiaries].

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in (a) In the event that that: (i) a Change in Control (as defined in paragraph (b) of this Section 6.65.6) in of the Company shall occur during the Term of Employment, the Company shall and (iii) pay prior to the Executive, within thirty one (301) days of year after the date of the Change in Control, a lump sum bonus equal Control (A) the Term of Employment is terminated by the Company without Cause under Section 5.2 above or due to one (1) times the Executive’s annual Base Salary and Bonus Disability under Section 5.3 above; (B) Executive terminates the “Change in Control Date Bonus”). In addition, if within two Term of Employment for Good Reason under Section 5.5(c) above; (2C) years following a Change of Control, Executive’s employment terminates due to Executive’s death under Section 5.4 above; or (iD) the Company requires the Executive elects not to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time extend Executive’s employment under this Agreement was executed (except for travel reasonably required in following the performance end of the Term and, as a result, Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects employment with the most significant Company terminates, subject to the terms and conditions of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control TerminationSection 5.11 below, the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus PaymentAccrued Obligations, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a the period of twenty-four (24) months following equal to the termination remainder of the Executive’s employment Term, if any, plus one year thereafter (the “Continuation Period”), (iii) continue to provide Executive with the Companybenefits he/she was receiving under Section 4.2 hereof (collectively, the “Benefits” and, each, a “Benefit”) through the end of the Continuation Period in the manner and at such times as the Base Salary and Bonus Benefits otherwise would have been payable or provided to Executive and (iv) within thirty days of Executive’s termination, pay Executive for any unused vacation days accumulated as of the date of termination (such payments and Benefits provided by clauses (ii) through (iv), the “Severance Benefits”). For purposes of continuation of Benefits provided by clause (iii) of the preceding sentence, if a Benefit may be continued only by Executive electing continuation thereof under COBRA (including for purposes of this Section any analogous state law), then to receive the benefits of this Section 5.2 with respect to such Benefit, Executive must elect continuation of such Benefit under COBRA. If Executive makes such election, the Company will pay or reimburse Executive for the portion of the COBRA premium that is equal to the insurance premium the Company would pay if Executive was then an active employee of the Company. In the event that the Company is unable to provide Executive with any Benefit required hereunder by reason of the termination of Executive’s employment pursuant to this Section (which shall include any Benefit that may be continued under COBRA for the time period after COBRA coverage would expire), then the Company shall make a cash payment, within thirty days of Executive’s termination, equal to the cost to the Company of such Benefit that otherwise would have accrued for Executive’s benefit under the applicable benefit plan, for the period during which such Benefit could not be provided under the plan. The Company’s good faith determination of the amount that would have been contributed or the value of any Benefits that would have accrued under any plan shall be binding and conclusive on Executive. For this purpose, the Company may use as the value of any Benefit the cost to the Company of providing that Benefit to Executive. Further, if a Change in Control occurs during the Term of Employment, then Executive’s Equity Awards, if any, shall immediately vest notwithstanding any other provisions of such Equity Award Agreements to the contrary. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days4.1). b. (b) For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.mean:

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in (a) In the event that that: (i) a Change in Control (as defined in paragraph part (b) of this Section 6.6Subsection 7.6) in the Company shall occur during the Term of Employment, the Company shall Term; and (iii) pay prior to the Executive, within thirty twelve (3012) days of months after the date of the Change in Control, a lump sum bonus equal to one either (1x) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change of Control, (i) employment is terminated by the Company requires the Executive other than pursuant to be based at any office of Subsections 7.1, 7.2, or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder)7.3, or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iiiy) the Executive is Terminated without Cause, then in either event, terminates his employment under the Executive may elect Agreement for Good Reason pursuant to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control TerminationSubsection 7.5 hereof, the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date same amount of termination specified in such notice, and (ii) continue monies that would have been payable by the Company to pay the Executive’s Base Salary and Bonus for a period Executive under Subsection 7.4 of twenty-four (24) months following the termination of this Agreement if the Executive’s employment with had been terminated by the Company, in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveCompany without Cause. The Company shall have no further liability hereunder (under this Agreement other than for the Stock Option Tax Liability Payment and reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions Company’s policy on reimbursements of business expenses. Notwithstanding anything to the contrary, if the amounts payable to Executive hereunder, either alone or together with other “parachute payments” (as defined in Section 5.1280G(b)(2)(A) of the Internal Revenue Code of 1986, and as amended (the Code”)) (such amounts collectively are referred to herein as the “Severance Payment”), would constitute an “excess parachute payment” (as defined in Code Section 280G(b)(1)), then the Severance Payment shall be reduced (subject to the written consent of the Executive), to the minimum extent necessary so that no portion of the Severance Payment will be subject to the excise tax imposed by Code Section 4999 (the “Reduced Severance Payment”); provided however, that no reduction to the Severance Payment shall occur if the Severance Payment, less any excise tax which would be imposed on such payment pursuant to Code Section 4999, would be greater than the Reduced Severance Payment. The determination of compensation for accrued and unused vacation days)any reduction in the Severance Payment pursuant to the foregoing provision shall be made by independent counsel to the Company in consultation with the independent certified public accountants and/or auditors of the Company. b. (b) For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.mean:

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 (a) If, at anytime during -------------------------------- the Term hereof, a change in control of the event that a Change in Control Company (as defined in paragraph Subsection (b) below) occurs, then within sixty (60) days after receipt of this Section 6.6) written notice of such change in control of the Company, the Executive may, by written notice to the Company shall occur during (or its successor), terminate this Agreement. In the Term event of Employmentsaid termination, the Company shall and in lieu of any amounts pursuant to Section 6.03 hereof, (i) pay the Executive shall receive a lump sum payment equal to the Executivetwo (2) times his then current Base Salary, payable within thirty (30) days after termination of the date of the Change in Controlthis Agreement, a lump sum bonus equal to one (1) times the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position Company (including statusor its successor) shall maintain, officesat its expense, titles the health plan coverage of the Executive for a period of twelve (12) months after such termination, subject to termination of such health plan benefits upon the Executive becoming covered by a comparable plan offered by a subsequent employer and reporting requirements), authority, duties also subject to any changes in such plan as applicable to other executive officers and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) all outstanding unvested stock options granted to the Executive is Terminated without Cause, then in either event, under a plan of the Executive may elect Company for the purchase of shares of its Common Stock shall automatically vest and become exercisable subject to terminate this Agreement and a “their respective terms. (b) Change of Control Termination” control of the Company" shall be deemed to have occurred. In the event of a Change of Control Termination, the Company shall occurred if (i) pay to any "person" or "group" (as "person" and "group" are defined in Sections 13(d) and 14(d) of Securities Exchange Act of 1934 (the "Exchange Act"), other than (A) the Executive any accrued and unpaid Base Salary and Bonus Paymentor a person controlled by him, through (B) a trustee or other fiduciary holding securities under an employee benefit plan of the date Company, (C) a person or group by reason of termination specified a transaction with the Company approved by the Company Board of Directors as constituted in such notice, and accordance with clause (ii) continue to pay below, or (D) a corporation owned, directly or indirectly, by the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination stockholders of the Executive’s employment with Company in substantially the same proportions, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 15% or more of the combined voting power of the Company, in 's then outstanding securities; or (ii) individuals who on the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the commencement date of terminationthis Agreement constitute members of the Board of Directors, subjector successors chosen by such individuals, however, shall cease for any reason to constitute a majority of the provisions whole Board of Section 5.1, and payment of compensation for accrued and unused vacation days)Directors. b. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 5.7 hereof, in the event that a Change in Control (as defined in paragraph (b) f. of this Section 6.65.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the date of the Change in Control, a lump sum bonus equal to one two (12) times the Executive’s 's current annual Base Salary and Bonus (the “"Change in Control Date Bonus”"). In addition, if and (ii) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested on the date of the Change in Control. b. If the Executive's Term of Employment is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes hereunder, a "Change of Control Termination" shall be deemed to have occurred. c. If Executive's Term of Employment is terminated without cause pursuant to Section 5.4 hereof, within two (2) years one year after a Change of Control, a "Change of Control Termination" shall be deemed to have occurred. d. If, within one year following a Change of Control, (i) the Company requires the Executive to be based at any office or location more other than thirty (30) miles from that in which the Executive was based at the time this Agreement Amendment was executed (executed, except for travel reasonably required in the performance of the Executive’s 's duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement Amendment and a “"Change of Control Termination” " shall be deemed to have occurred. . e. In the event of a "Change of Control Termination" under paragraphs b, c, or d of this Section 5.6, the Company shall shall: (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of termination specified in such notice, and the termination; (ii) continue pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof; (iii) pay to the Executive’s Base Salary and Bonus for a period , within 30 days of twenty-four (24) months following the termination of his employment hereunder, a lump sum payment equal to one (1) times the Executive’s employment with 's annual Base Salary; (iv) accelerate the Companyvesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date; and (v) pay to the Executive in a lump sum the compensation and benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 5.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.14.1, and payment of compensation for accrued and unused vacation days). b. f. If, on the date of the one-year anniversary of the date of the Change In Control, the Executive is in the employ of the Company, or any successor thereto or assign thereof, the Executive shall be paid, on such one- year anniversary date, an additional lump sum bonus equal to one (1) times the Executive's annual Base Salary as determined immediately prior to the Change in Control Date (the "Anniversary Bonus"). g. For purposes of this AgreementAmendment, the term “"Change in Control” " shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.mean:

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that a Change in Control (as defined in paragraph (b) g. of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the date of the Change in Control, a lump sum bonus equal to one (1) and one half times the Executive’s 's annual Base Salary and Bonus (the “"Change in Control Date Bonus”"). In addition, if and (ii) the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested on the date of Change in Control. b. If the Executive's Term of Employment is terminated prior to and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes hereunder, a "Change of Control Termination" shall be deemed to have occurred. c. If Executive's Term of Employment is terminated without cause pursuant Section 6.4 hereof, within two (2) years one year after a Change of Control, a "Change of Control Termination" shall be deemed to have occurred. d. If, within one year following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty twenty-five (3025) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s 's duties and responsibilities hereunder), or (ii) the Executive’s 's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “"Change of Control Termination” " shall be deemed to have occurred. . e. In the event of a "Change of Control Termination" under paragraphs b, c, or d of this Section 6.6, the Company shall shall: (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of termination specified in such notice, and the termination; (ii) continue pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof; (iii) pay to the Executive’s Base Salary and Bonus for a period , within 30 days of twenty-four (24) months following the termination of his employment hereunder, a lump sum payment equal to one and one half times the Executive’s employment with 's annual Base Salary; (iv) accelerate the Companyvesting of all AmeriPath Stock Options which have been granted to the Executive since the Change in Control but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date; and (v) pay to the Executive in a lump sum the compensation and benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 6.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. f. If, on the date of the one-year anniversary of the date of the Change In Control, the Executive is in the employ of the Company, or any successor thereto or assign thereof, the Executive shall be paid, on such one-year anniversary date, an additional lump sum bonus equal to one (1) times the Executive's annual Base Salary as determined immediately prior to the Change in Control Date (the "Anniversary Bonus"). g. For purposes of this Agreement, the term “Change in Control” "CHANGE IN CONTROL" shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.mean:

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that a Change in Control (as defined in paragraph (b) g. of this Section 6.6) in the Company shall occur during the Term of Employment, the Company shall (i) pay to the Executive, within thirty (30) days of the date of the Change in Control, a lump sum bonus equal to one (1) times the Executive’s 's annual Base Salary and Bonus (the “"Change in Control Date Bonus”"). In addition, if and (ii) accelerate the vesting of all AmeriPath Stock Options which have been granted to the Executive but are unvested, so that the unvested shares are one hundred (100) percent vested on the date of the Change in Control. b. If the Executive's Term of Employment is terminated prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control, or (ii) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes hereunder, a "Change of Control Termination" shall be deemed to have occurred. c. If Executive's Term of Employment is terminated without cause pursuant to Section 6.4 hereof, within two (2) years one year after a Change of Control, a "Change of Control Termination" shall be deemed to have occurred. d. If, within one year following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty twenty-five (3025) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s 's duties and responsibilities hereunder), or (ii) the Executive’s 's position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “"Change of Control Termination” " shall be deemed to have occurred. . e. In the event of a "Change of Control Termination" under paragraphs b, c, or d of this Section 6.6, the Company shall shall: (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of termination specified in such notice, and the termination; (ii) continue pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 4.2b hereof; (iii) pay to the Executive’s Base Salary and Bonus for a period , within 30 days of twenty-four (24) months following the termination of his employment hereunder, a lump sum payment equal to one times the Executive’s employment with 's annual Base Salary; (iv) accelerate the Companyvesting of all AmeriPath Stock Options which have been granted to the Executive since the Change in Control but are unvested, so that the unvested shares are one hundred (100) percent vested as of the Executive's Termination Date; and (v) pay to the Executive in a lump sum the compensation and benefits provided in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the ExecutiveTermination Without Cause Section 6.4. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. f. If, on the date of the one-year anniversary of the date of the Change In Control, the Executive is in the employ of the Company, or any successor thereto or assign thereof, the Executive shall be paid, on such one- year anniversary date, an additional lump sum bonus equal to one times the Executive's annual Base Salary as determined immediately prior to the Change in Control Date (the "Anniversary Bonus"). g. For purposes of this Agreement, the term “"Change in Control” " ----------------- shall have mean: (i) Approval by the shareholders of the Company of (x) a reorganization, merger, consolidation or other form of corporate transaction or series of transactions, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation or other transaction do not, immediately thereafter, own more than 50% of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated company's then outstanding voting securities, in substantially the same proportions as their ownership immediately prior to such reorganization, merger, consolidation or other transaction, or (y) a liquidation or dissolution of the Company or (z) the sale of all or substantially all of the assets of the Company (unless such reorganization, merger, consolidation or other corporate transaction, liquidation, dissolution or sale is subsequently abandoned); (ii) Individuals who, as of the Commencement Date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to --------------- constitute at least a majority of the Board, provided that any person becoming a director subsequent to the Commencement Date of this Agreement whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or (iii) the acquisition (other than by or from the Company) by any person, entity or "group", within the meaning ascribed of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of beneficial ownership within the meaning of Rule 13-d promulgated under the Securities Exchange Act of 50% or more of either the then outstanding shares of the Company's Common Stock or the combined voting power of the Company's then outstanding voting securities entitled to such term vote generally in the Executive’s Time-Based Stock Option election of directors [(hereinafter referred to as the ownership of a "Controlling Interest") excluding, for this purpose, any -------------------- acquisitions by (1) the Company or its Subsidiaries, (2) any person, entity or "group" that as of the Commencement Date of this Agreement with AmeriPath Holdings, Inc.owns beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act) of a Controlling Interest or (3) any employee benefit plan of the Company or its Subsidiaries].

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in If the event that a Change in Control (as defined in paragraph (b) of this Section 6.6) in Executive’s employment is terminated by the Company shall occur without Cause or by the Executive for Good Reason during the Term of Employment, the Company shall two (i2) pay to the Executive, within thirty (30) days of the date of the year period immediately following a Change in Control, a lump then in lieu of any amounts otherwise payable under Sections 6(e) or 6(f) hereof, the Executive shall be entitled to: (i) The Accrued Obligations through the Termination Date, payable as and when those amounts would have been payable had the Term of Employment not ended; (ii) The Termination Year Bonus, payable as and when those amounts would have been payable had the Term of Employment not ended; (iii) A lump-sum bonus payment equal to one three (13) times the sum of (A) the Executive’s annual Base Salary as in effect immediately prior to the Termination Date and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder), or (iiB) the Executive’s position (including statusTarget Bonus for the Bonus Period in which the Termination Date occurs, officesless applicable withholdings and deductions; provided, titles and reporting requirements)however, authority, duties and responsibilities are not at least commensurate such payment may only be made in all material respects with the most significant of those held, exercised and assigned at the time preceding a lump sum if the Change in Control is also a “change in control event” as defined in Section 409A of the Code, and if the Change in Control is not also a “change in control event” as defined in Section 409A of the Code, the severance will be paid in installments in the same manner as severance triggered before a Change in Control; (iv) Vesting, immediately prior to such Termination Date, of any LTI Awards that have not previously vested; and (v) Continuation of the health benefits provided to Executive and his covered dependents, pursuant to COBRA and any applicable state or local equivalents, under the Company health plans as in effect from time to time after the Termination Date, at the Company’s sole cost, until the earlier of: (A) the third (3rd) anniversary of the Termination Date, or (iiiB) the date the Executive commences employment with any person or entity and, thus, is eligible for health insurance benefits; provided, however, that as a condition of continuation of such benefits, the Company may require the Executive and his dependent to elect to continue their health insurance pursuant to COBRA. Notwithstanding the foregoing, in the event that the Executive is Terminated without Causecovered under a non-Company health plan as of the Termination Date, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control Termination, the Company shall (i) pay continue to reimburse the Executive any accrued as provided in Section 5(b)(i) until the last day on which the Executive and unpaid Base Salary and Bonus Payment, through his covered dependents would had been entitled to COBRA coverage if the date of termination specified Executive had participated in such notice, and (ii) continue to pay the ExecutiveCompany’s Base Salary and Bonus for a period of twenty-four (24) months following the termination health plans as of the Executive’s employment with the Company, in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days)Termination Date. b. For purposes of this Agreement, the term “Change in Control” shall have the meaning ascribed to such term in the Executive’s Time-Based Stock Option Agreement with AmeriPath Holdings, Inc.

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 hereof, in the event that (a) If a Change in Control (as defined hereinafter defined) of the Company occurs prior to the scheduled expiration of the Term and within three years after the Change in paragraph Control of the Company (bi) Executive is terminated by the Company for reasons other than (A) death, (B) Disability, or (C) Cause or (ii) Executive terminates his employment as a result of Construction Discharge, the Company or any successor thereto, within 30 days of Executive's termination of employment, will pay to Executive, in lieu of any severance obligation under Section 8 hereof, an amount equal to 2.99 times Executive's compensation, which, for purposes of this Section 6.6) in the Company 11, shall occur during the Term of Employment, the Company shall (i) pay mean an amount equal to the highest annualized rate of Executive, within thirty (30) days of 's Salary prior to the date of termination (x) under Section 4(a)(i) hereof if Executive is Vice Chairman at the time of the Change in Control or (y) under Section 4(a)(ii) hereof if Executive shall have exercised the Consultant Election prior to the Change in Control, a lump sum plus Executive's cash bonus equal to one (1) times for the Executive’s annual Base Salary and Bonus (the “Change in Control Date Bonus”). In addition, if within two (2) years following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control Termination, the Company shall (i) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the date of termination specified in such notice, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination of the Executive’s employment with the Company, in the manner and at such times as the Base Salary and Bonus otherwise would have been payable to the Executive. The Company shall have no further liability hereunder (other than for reimbursement for reasonable business expenses incurred year immediately prior to the date of such termination, subject, however, to the provisions of Section 5.1, and payment of compensation for accrued and unused vacation days). b. (b) For purposes of this Agreement, the term “a "Change in Control” " shall have occurred if at any time during the meaning ascribed Term any of the following events occurs: (i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation or reorganization less than a majority of the combined voting power of the then-outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock (as hereinafter defined) of the Company immediately prior to such term transaction; (ii) The Company sells all or substantially all of its assets to any other corporation or other legal person, less than a majority of the combined voting power of the then-outstanding voting securities of which are held in the Executive’s Timeaggregate by the holders of Voting Stock of the Company immediately prior to such sale; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), disclosing that any person (as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 25% or more of the combined voting power of the then-Based Stock Option outstanding securities of the Company entitled to vote generally in the election of directors of the Company ("Voting Stock"), other than as a result of the transactions contemplated by the Contribution Agreement with AmeriPath Holdingsand the Exchange Agreement, Inc.dated as of May 21, 1997 by and among the Company, Drever and the other parties named therein;

Change in Control of the Company. a. Unless otherwise provided in Section 6.7 5.7 hereof, in In the event that (i) a Change in Control (as defined in paragraph (b) of this Section 6.65.6) in the Company shall occur during the Term of Employment, the Company shall and (iii) pay either (x) prior to the Executive, within thirty (30) days earlier of the Expiration Date and one year after the date of the Change in Control, a lump sum bonus equal to one either (1) times the Executive’s annual Base Salary and Bonus Term of Employment is terminated by the Company without Cause, pursuant to Section 5.4 hereof or (2) the “Executive terminates the Term of Employment for Good Reason pursuant to Section 5.5(b) hereof as defined in Section 5.5(d) hereof, or (y) the Executive terminates the Term of Employment for any reason within 30 days after (x) his first anniversary of the date on which the Change in Control Date Bonus”). In addition, if within two (2) years following a Change of Control, (i) the Company requires the Executive to be based at any office or location more than thirty (30) miles from that in which the Executive was based at the time this Agreement was executed (except for travel reasonably required in the performance of the Executive’s duties and responsibilities hereunder), or (ii) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities are not at least commensurate in all material respects with the most significant of those held, exercised and assigned at the time preceding the Change in Control, or (iii) the Executive is Terminated without Cause, then in either event, the Executive may elect to terminate this Agreement and a “Change of Control Termination” shall be deemed to have occurred. In the event of a Change of Control Terminationoccurs, the Company shall (i1) pay to the Executive any accrued and unpaid Base Salary and Bonus Payment, through the effective date of termination specified in termination, (2) pay to the Executive the Incentive Compensation, if any, not yet paid to the Executive for any year prior to such noticetermination, and (ii) continue to pay the Executive’s Base Salary and Bonus for a period of twenty-four (24) months following the termination of the Executive’s employment with the Company, in the manner and at such times time as the Base Salary and Bonus Incentive Compensation otherwise would have been payable to the Executive, (3) pay to the Executive his Termination Year Bonus, if any, at the time provided in Section 3.2 hereof, and (4) pay to the Executive as a single lump sum payment, within 30 days of the termination of the Term of Employment, a lump sum payment equal to the sum of (x) [two] times the sum of the Executive's annual Base Salary, Incentive Compensation, and the value of the annual fringe benefits (based upon their cost to the Company) required to be provided to the Executive under Sections 4.2 and 4.4 hereof, for the fiscal year immediately preceding the year in which the Term of Employment terminates, plus (y) the value of the portion of his benefits under any savings, pension, profit sharing or deferred compensation plans that are forfeited under those plans by reason of the termination of his employment hereunder. Further, upon the Change in Control, the Executive's Stock Options shall immediately vest. The Company shall have no further liability hereunder (other than for (1) reimbursement for reasonable business expenses incurred prior to the date of termination, subject, however, to the provisions of Section 5.14.1, and (2) payment of compensation for accrued and unused vacation daysdays that have accumulated during the calendar year in which such termination occurs). b. For purposes of this Agreement, the term “Change in Control” shall have mean: (i) The acquisition by any Person of Beneficial Ownership (within the meaning ascribed of Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of more than fifty percent (50%) of either (A) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities) (the foregoing Beneficial Ownership hereinafter being referred to as a "Controlling Interest"); provided, however, that for purposes of this Section 5.6(b), the following acquisitions shall not constitute or result in a Change of Control: (v) any acquisition directly from the Company; (w) any acquisition by the Company; (x) any acquisition by any person that as of the Commencement Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company; or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or (ii) During any period of two (2) consecutive years (not including any period prior to the Commencement Date) individuals who constitute the Board on the Commencement Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Commencement Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such term Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the Executiveelection of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s Time-Based assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock Option Agreement with AmeriPath Holdingsand Outstanding Company Voting Securities, Inc.as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or any Person that as of the Commencement Date owns Beneficial Ownership of a Controlling Interest beneficially owns, directly or indirectly, more than fifty percent (50%) of the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.