Common use of Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company Clause in Contracts

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or Disability) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments equal to 1/26th of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date, at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or Disability) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments each of which are equal to 1/26th of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in of Control was consummated (such period, the “Change in of Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A1) the first anniversary of the Date of Termination or (B2) the Employment Expiration Date, at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (G) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination until the first anniversary of the Date of Termination provided, however, that if the terms of the plan or agreement governing such Award (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 6(a)(iii)(G), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments equal subject to 1/26th the provisions of Section 7(g), within 60 days after the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Employee’s Date of Termination, payable a lump sum in accordance with cash equal to one times the customary payroll practices of Employee’s Annual Base Salary at its highest rate during the Company, which payments shall continue from 24 month period preceding the Date of Termination or, if greater, equal to the aggregate amount of Annual Base Salary at its highest rate during the preceding 24 month period that the Employee would have received if the Employee had remained employed by the Company through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”)consummated; provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and; (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A1) the first anniversary of the Date of Termination or (B2) the Employment Expiration Date. During the COBRA Continuation Period, coverage under this Section 6(a)(iii)(F) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 6(a)(iii)(F), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 6(a)(iii)(F) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive such in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 6(a)(iii)(F) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (G) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination during the 90-day period following the Date of Termination or such longer period, up to the first anniversary of the Date of Termination, as the Board may determine in its sole and absolute discretion; provided, however, that if the terms of the plan or agreement governing such Award (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 6(a)(iii)(G), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (I) the latest date upon such the Award could have expired by its original terms under any circumstances, or (II) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or Disability) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans;; and (E) bi-weekly payments equal to 1/26th of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date, at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage the amount payable pursuant to this Section 6(a)(iii)(F6(a)(iii)(E) shall terminate at be reduced by the time amount of any compensation Employee or Employee’s dependents become covered, as described receives with respect to any other employment of Employee by another Person during the Change in COBRA, under another group health plan, and Control Severance Period. Employee shall also terminate as promptly deliver written notice to the Company of the date commencement of any other employment during the Change in Control Severance Period. Upon request from time to time, Employee shall furnish the Company ceases to provide coverage to its senior executives generally under with a true and complete certificate specifying any such Welfare Plancompensation earned or received by Employee during the Change in Control Severance Period. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments equal to 1/26th the amount of the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable which amount shall be paid in bi-weekly payments, in accordance with the customary payroll practices of the Company, which payments shall continue for the period from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”)) in accordance with the customary payroll practices for executive officers of the Company; provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date, at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided provided, further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination until the first anniversary of the Date of Termination provided, however, that if the terms of the plan or agreement governing such Award (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 5(c)(vii), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate terminates Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: Accrued Obligations; (1) the Accrued Obligations and (2ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of paid and any Pro Rata Bonus, each of which amounts shall be paid at such time as no later than the Company pays later of 30 days after the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth or 10 business day days after the date on which the Company publicly announces its earnings for such calendar year in a press release)has available to it the information reasonably required to determine the amount to be paid; (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bia lump-weekly payments sum payment within 30 days of the Date of Termination equal to 1/26th the greater of (A) the undiscounted amount of Annual Base Salary the Employee would have received for the rest of the Term based upon the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination or (B) two years of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation at the Company’s sole cost and expense of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first second anniversary of the Date of Termination or (B) the Employment Expiration Date, at end of the active employee cost payable by Employee with respect to those costs paid by Employee prior full Term. Notwithstanding any provision of the foregoing to the Date of Termination and whereby contrary, the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable continued coverage provided pursuant to such premiums imputed to Employee; provided, however, that this coverage Section 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan. The parties hereto acknowledge that in the event Employee’s employment is terminated in connection with a Change in Control, the consideration payable to Employee under Section 5(c)(v) hereof is related to the additional efforts and services that will have been required of the Employee in connection with such Change in Control transaction and to Employee’s obligations under Sections 7, 8 and 9 of this Agreement. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments subject to the provisions of Section 7(g), within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to 1/26th of two times the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A1) the first second anniversary of the Date of Termination or (B2) the Employment Expiration Date. During the COBRA Continuation Period, coverage under this Section 6(a)(iii)(F) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 6(a)(iii)(F), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 6(a)(iii)(F) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive such in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 6(a)(iii)(F) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (G) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards (other than incentive stock option Awards, which shall be governed by the terms of such Award) that are vested as of the Date of Termination until the first anniversary of the Date of Termination; provided, however, that if the terms of the plan or agreement governing such Awards (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 6(a)(iii)(G), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (I) the latest date upon such the Award could have expired by its original terms under any circumstances, or (II) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or Disability) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments equal to 1/26th of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first second anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”)Termination; provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first second anniversary of the Date of Termination or (B) the Employment Expiration Date, at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (G) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards (other than incentive stock option Awards, which shall be governed by the terms of such Award) that are vested as of the Date of Termination until the first anniversary of the Date of Termination provided, however, that if the terms of the plan or agreement governing such Award (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 6(a)(iii)(G), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments equal subject to 1/26th the provisions of Section 7(g), within 60 days after the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Employee’s Date of Termination, payable a lump sum in accordance with cash equal to one times the customary payroll practices of Employee’s Annual Base Salary at its highest rate during the Company, which payments shall continue from 24 month period preceding the Date of Termination or, if greater, equal to the aggregate amount of Annual Base Salary at its highest rate during the preceding 24 month period that the Employee would have received if the Employee had remained employed by the Company through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”)consummated; provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A1) the first anniversary of the Date of Termination or (B2) the Employment Expiration Date. During the COBRA Continuation Period, coverage under this Section 6(a)(iii)(F) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 6(a)(iii)(F), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 6(a)(iii)(F) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive such in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 6(a)(iii)(F) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (G) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination until the first anniversary of the Date of Termination provided, however, that if the terms of the plan or agreement governing such Awards (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 6(a)(iii)(G), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (I) the latest date upon such the Award could have expired by its original terms under any circumstances, or (II) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or Disability) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 60 days after the later to occur Employee’s of the Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments each of which are equal to 1/26th of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in of Control was consummated (such period, the “Change in of Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A1) the first anniversary of the Date of Termination or (B2) the Employment Expiration Date. Employee will be responsible for paying, at on an after tax basis, the active employee cost payable by Employee with respect to tot those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, such costs shall be paid by the Company, with income applicable to such premiums costs imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (G) Employee shall be entitled to exercise Employee’s Awards (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan) that are vested as of the Date of Termination pursuant to the terms of the plan or agreement governing such Awards. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (A) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (E) bi-weekly payments equal subject to 1/26th the provisions of Section 7(g), within 60 days after the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Employee’s Date of Termination, payable a lump sum in accordance with cash equal to one times the customary payroll practices of Employee’s Annual Base Salary at its highest rate during the Company, which payments shall continue from 24 month period preceding the Date of Termination or, if greater, equal to the aggregate amount of Annual Base Salary at its highest rate during the preceding 24 month period that the Employee would have received if the Employee had remained employed by the Company through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”)consummated; provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and; (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A1) the first anniversary of the Date of Termination or (B2) the Employment Expiration Date. During the COBRA Continuation Period, coverage under this Section 6(a)(iii)(F) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 6(a)(iii)(F), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 6(a)(iii)(F) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive such in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 6(a)(iii)(F) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (G) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination during the 90-day period following the Date of Termination or such longer period, up to the first anniversary of the Date of Termination, as the Board may determine in its sole and absolute discretion; provided, however, that if the terms of the plan or agreement governing such Award (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 6(a)(iii)(G), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (I) the latest date upon such the Award could have expired by its original terms under any circumstances, or (II) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal Re newal election by the Company, then the Company shall pay or provide Employee: (A) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1) the Accrued Obligations and (2) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year in a press release); (C) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (D) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans;; and (E) bi-weekly payments equal to 1/26th of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (F) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date, at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage the amount payable pursuant to this Section 6(a)(iii)(F6(a)(iii)(E) shall terminate at be reduced by the time amount of any compensation Employee or Employee’s dependents become covered, as described receives with respect to any other employment of Employee by another Person during the Change in COBRA, under another group health plan, and Control Severance Period. Employee shall also terminate as promptly deliver written notice to the Company of the date commencement of any other employment during the Change in Control Severance Period. Upon request from time to time, Employee shall furnish the Company ceases to provide coverage to its senior executives generally under with a true and complete certificate specifying any such Welfare Plancompensation earned or received by Employee during the Change in Control Severance Period. Except as described in this Section 6(a)(iii), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate terminates Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Non- Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: Accrued Obligations; (1) the Accrued Obligations and (2ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (B) the amount of paid and any Pro Rata Bonus, each of which amounts shall be paid at such time as no later than the Company pays later of 30 days after the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth or 10 business day days after the date on which the Company publicly announces its earnings for such calendar year in a press release)has available to it the information reasonably required to determine the amount to be paid; (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bia lump-weekly payments sum payment within 30 days of the Date of Termination equal to 1/26th the greater of (A) the undiscounted amount of Annual Base Salary the Employee would have received for the rest of the Term based upon the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination or (B) two years of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E) shall immediately cease; and (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation at the Company’s sole cost and expense of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first second anniversary of the Date of Termination or (B) the Employment Expiration Date, at end of the active employee cost payable by Employee with respect to those costs paid by Employee prior full Term. Notwithstanding any provision of the foregoing to the Date of Termination and whereby contrary, the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable continued coverage provided pursuant to such premiums imputed to Employee; provided, however, that this coverage Section 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan. The parties hereto acknowledge that in the event Employee’s employment is terminated in connection with a Change in Control, the consideration payable to Employee under Section 5(c)(v) hereof is related to the additional efforts and services that will have been required of the Employee in connection with such Change in Control transaction and to Employee’s obligations under Sections 7, 8 and 9 of this Agreement. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments subject to the provisions of Section 7(g), within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to 1/26th of one times the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date. During the period of time that Employee would, but for the continued coverage provided pursuant to this Section 5(c)(vi), be entitled to continuation coverage in these portions of the Welfare Plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Employee elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), coverage under this Section 5(c)(vi) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 5(c)(vi), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 5(c)(vi) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination until the first anniversary of the Date of Termination provided, however, that if the terms of the plan or agreement governing such Awards (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 5(c)(vii), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (A) the latest date upon such the Award could have expired by its original terms under any circumstances, or (B) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments subject to the provisions of Section 7(g), within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to 1/26th of one times the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date. During the period of time that Employee would, but for the continued coverage provided pursuant to this Section 5(c)(vi), be entitled to continuation coverage in these portions of the Welfare Plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Employee elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), coverage under this Section 5(c)(vi) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 5(c)(vi), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 5(c)(vi) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination during the 90-day period following the Date of Termination or such longer period, up to the first anniversary of the Date of Termination, as the Board may determine in its sole and absolute discretion; provided, however, that if the terms of the plan or agreement governing such Awards (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 5(c)(vii), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (A) the latest date upon which the Award could have expired by its original terms under any circumstances, or (B) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 days after the later to occur of the Date of Termination or the effective date of the Release, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments equal to 1/26th the amount of the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable which amount shall be paid in bi-weekly payments, in accordance with the customary payroll practices of the Company, which payments shall continue for the period from the Date of Termination through the later to occur of (1) the first second anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”)) in accordance with the customary payroll practices for executive officers of the Company; provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first second anniversary of the Date of Termination or (B) the Employment Expiration Date, at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided provided, further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards (other than incentive stock option Awards, which shall be governed by the terms of such Award) that are vested as of the Date of Termination until the first anniversary of the Date of Termination provided, however, that if the terms of the plan or agreement governing such Award (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 5(c)(vii), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments subject to the provisions of Section 7(g), within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to 1/26th of one times the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date. During the period of time that Employee would, but for the continued coverage provided pursuant to this Section 5(c)(vi), be entitled to continuation coverage in these portions of the Welfare Plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Employee elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), coverage under this Section 5(c)(vi) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 5(c)(vi), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 5(c)(vi) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination during the 90-day period following the Date of Termination or such longer period, up to the first anniversary of the Date of Termination, as the Board may determine in its sole and absolute discretion; provided, however, that if the terms of the plan or agreement governing such Awards (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 5(c)(vii), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (A) the latest date upon such the Award could have expired by its original terms under any circumstances, or (B) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments subject to the provisions of Section 7(g), within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to 1/26th of one times the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as to the extent Employee has not breached the provisions of Section 8, 9 9, or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date. During the period of time that Employee would, but for the continued coverage provided pursuant to this Section 5(c)(vi), be entitled to continuation coverage in these portions of the Welfare Plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Employee elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), coverage under this Section 5(c)(vi) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 5(c)(vi), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 5(c)(vi) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards that are vested as of the Date of Termination during the 90-day period following the Date of Termination or such longer period, up to the first anniversary of the Date of Termination, as the Board may determine in its sole and absolute discretion; provided, however, that if the terms of the plan or agreement governing such Awards (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 5(c)(vii), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (A) the latest date upon which the Award could have expired by its original terms under any circumstances, or (B) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth business day after the Company publicly announces its earnings for such calendar year time specified in a press releaseSection 3(b)(ii) of this Agreement); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments subject to the provisions of Section 7(g), within 60 days after the Employee’s Date of Termination, a lump sum in cash equal to 1/26th of two times the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable in accordance with the customary payroll practices of the Company, which payments shall continue from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”); provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as to the extent Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first second anniversary of the Date of Termination or (B) the Employment Expiration Date. During the period of time that Employee would, but for the continued coverage provided pursuant to this Section 5(c)(vi), be entitled to continuation coverage in these portions of the Welfare Plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), if Employee elected such coverage and paid the applicable premiums (the “COBRA Continuation Period”), coverage under this Section 5(c)(vi) will be provided to Employee at the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, shall be paid by the Company, with income applicable to such premiums imputed to Employee; . Following the COBRA Continuation Period, to the extent Employee is still entitled to continued coverage pursuant to this Section 5(c)(vi), the medical, prescription and dental coverage to be continued shall be provided in accordance with the provisions of Treas. Reg. § 1.409A-3(i)(1)(iv)(A) as it applies to the provision of in-kind benefits, including but not limited to the requirements that (I) the in-kind benefits provided will be determined by reference to the objective and nondiscretionary criteria set forth in the applicable Welfare Plans, (II) the in-kind benefits provided during one taxable year of the Employee will not affect the in-kind benefits to be provided in any other taxable year (provided, howeverthat a limit imposed on the amount of benefits that may be provided over some or all of the continuation period described in this Section 5(c)(vi) shall not in and of itself cause the arrangement described herein to fail to satisfy the requirements of Treas. Reg. § 1.409A-3(i)(1)(iv)), that and (III) the right to receive in-kind benefits is not subject to liquidation or exchange for another benefit. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to this coverage Section 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA; provided further, however, that and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health planplan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) notwithstanding the terms or conditions of any Award (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan), Employee shall be entitled to exercise Employee’s Awards (other than incentive stock option Awards, which shall be governed by the terms of such Award) that are vested as of the Date of Termination until the first anniversary of the Date of Termination; provided, however, that if the terms of the plan or agreement governing such Awards (other than the meaning of “Cause” and “Disability”) are more favorable to Employee as to exercisability than the terms of this Section 5(c)(vii), then the more favorable term(s) of such Award agreement or plan shall govern the exercisability of such Award upon Employee’s termination; provided, further, however, that in no event shall Employee be entitled to exercise such Awards on any date later than the earlier of (A) the latest date upon such the Award could have expired by its original terms under any circumstances, or (B) the tenth anniversary of the original date of grant of the Award. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

Without Cause; Resignation by Employee for Good Reason; Non-Renewal Election by the Company. If the Company shall terminate Employee’s employment without Cause (other than by reason of Employee’s death or DisabilityDisability or a Non-Renewal) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non-Renewal election by the Company, then the Company shall pay or provide Employee: (Ai) within 30 60 days after the later to occur of the Employee’s Date of Termination or the effective date of the ReleaseTermination, a lump sum in cash equal to the aggregate of the following amounts: (1A) the Accrued Obligations and (2B) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid; (Bii) without duplication of any amount payable pursuant to clause (i)(B) above, the amount of any Pro Rata Bonus, which shall be paid at such time as the Company pays the other executives of the Company annual bonuses for the calendar year in which Employee’s Date of Termination occurs (but in no event later than the fifth fifteenth business day after the Company publicly announces its earnings for such calendar year in a press release); (Ciii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; (Div) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans; (Ev) bi-weekly payments equal to 1/26th the amount of the highest Employee’s Annual Base Salary to which Employee was entitled during the 24-month period ending on as of the Date of Termination, payable which amount shall be paid in bi-weekly payments, in accordance with the customary payroll practices of the Company, which payments shall continue for the period from the Date of Termination through the later to occur of (1) the first anniversary of the Date of Termination or (2) the second anniversary of the date on which the Change in Control was consummated (such period, the “Change in Control Severance Period”)) in accordance with the customary payroll practices for executive officers of the Company; provided, however, that Employee shall be entitled to receive the amount payable pursuant to this Section 6(a)(iii)(E5(c)(v) only so long as Employee has not breached the provisions of Section 8, 9 or 10, at which time the Company’s payment obligations pursuant to this Section 6(a)(iii)(E5(c)(v) shall immediately cease; and; (Fvi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the first anniversary of the Date of Termination or (B) the Employment Expiration Date. Employee will be responsible for paying, at on an after tax basis, the active employee cost payable by Employee with respect to those costs paid by Employee prior to the Date of Termination and whereby the balance of applicable premiums, as determined by the Company, such costs shall be paid by the Company, with income applicable to such premiums costs imputed to Employee; provided, however, that this coverage will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); provided provided, further, however, that Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to this Section 6(a)(iii)(F5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan; and (vii) Employee shall be entitled to exercise Employee’s Awards (as defined in the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan) that are vested as of the Date of Termination pursuant to the terms of the plan or agreement governing such Awards. Except as described in this Section 6(a)(iii5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.