SEPARATION AGREEMENT AND GENERAL RELEASE

1.            Unconditional and Full General Release of All Claims .

(a)           In exchange for the consideration set forth in Section 2 below, on behalf of Employee, Employee’s agents, attorneys, heirs, administrators, executors, assigns, and other representatives, and anyone acting or claiming on Employee’s or their joint or several behalf, Employee hereby covenants never to sue and releases, waives, acquits, and forever discharges the Company, its divisions, subsidiaries, affiliates, parents, related entities, and their respective past or present employees, officers, directors, stockholders, partners, investors, executives, managers, agents, attorneys, representatives, successors, and assigns, and anyone acting on their joint or several behalf (collectively, the “ Releasees ”), from any and all claims, actions, causes of action, demands, damages, suits in equity, costs, expenses, liabilities, or other losses, of any kind whatsoever, whether known or unknown, that exist or may exist from the beginning of time up to and including the date of Employee’s execution of this Agreement or that in any way arise from, grow out of, or are related to any events or circumstances that occurred on or prior to the date of Employee’s execution of this Agreement, including, but not limited to, any matter related to Employee’s employment with the Company or the termination thereof.  By way of example only, and without limiting the immediately preceding sentence, as used herein the terms “claims,” “causes of action,” and “demands” shall include, and Employee agrees that neither Employee nor Employee’s representative(s) shall file, or cause to be filed, a complaint, lawsuit, or any other claim against the Releasees with respect to (i) any federal, state, or local employment law or statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Family and Medical Leave Act, the Employee Retirement Income Security Act, and Chapters 448 or 760 of the Florida Statutes, or (ii) any claim based on the existence or breach of oral or written contracts of employment, the negligence of any Releasees, negligent or intentional misrepresentations, promissory estoppel, interference with contract or employment, defamation or damage to business or personal reputation, assault and battery, negligent or intentional infliction of emotional distress, unlawful discharge in violation of public policy, discrimination, retaliation, wrongful discharge, sexual harassment, whistleblowing, breach of implied covenant of good faith and fair dealing, fraud, stock fraud, equity, tort, intellectual property, personal injury, spoliation of evidence, wage and hour law, statute or common law, claims for severance pay, claims related to equity compensation and/or fringe benefits, claims for attorneys’ fees, vacation pay, debts, accounts, compensatory damages, punitive or exemplary damages, or liquidated damages.

(b)           Employee acknowledges and agrees that Employee has been properly paid for all hours worked, that Employee has not suffered any on-the-job injury for which Employee has not already filed a claim, that Employee has been properly provided any leave of absence because of Employee’s or a family member’s health condition, and that Employee has not been subjected to any improper treatment, conduct, or actions due to or related to Employee’s request for, or Employee’s taking of, any leave of absence because of Employee’s own or a family member’s health condition.

2.            Consideration .

(a)           In exchange for Employee’s commitments as outlined in this Agreement, the Company shall provide the following:

(i)           Payment in the aggregate gross amount of $1,379,821.15 (ONE MILLION THREE HUNDRED SEVENTY-NINE THOUSAND EIGHT HUNDRED TWENTY-ONE DOLLARS AND FIFTEEN CENTS) (the “Separation Pay” ).  The Separation Pay is equal to the sum of:  Employee’s current base salary for the period from the Termination Date, as defined below in Section 3, through May 1, 2010 ($430,096.15) (“Severance”), and the Special Retention Bonus ($157,500), the Long-Term Incentive Cash Award ($354,375), the Focal Point Bonus ($201,600), and the 2009 Additional Retention Bonus ($236,250), each bonus under that certain letter agreement dated July 2, 2008.  The Separation Pay shall be paid as follows: (x) on the Effective Date, a lump sum payment in the amount of $713,475, representing the total of the Special Retention Bonus, the Long-Term Incentive Cash Award, and the Focal Point Bonus; (y) on July 1, 2009, a lump sum payment in the amount of $139,326.92, representing the portion of the Severance covering the period from the Termination Date, as defined in Section 3, through July 1, 2009, and the remainder of the Severance, $290,769.23, in equal installments thereafter in accordance with the Company’s regular payroll schedule through May 1, 2010; and (z) on May 1, 2010, a lump sum payment of $236,250, representing the 2009 Additional Retention Bonus.  The right to the series of installment payments pursuant to this Section shall be treated as a right to a series of separate payments.  Employee acknowledges and agrees that Employee is not otherwise entitled to the Separation Pay set forth herein, absent the execution of this Agreement.

(ii)           Should Employee elect to receive Consolidated Omnibus Budget Reconciliation Act (“ COBRA ”) continuation coverage under the Company’s medical plan, the Company shall, for a maximum period from the Effective Date, as defined below in Section 21(f), through May 1, 2010 (the “Continuation Coverage Period” ), reimburse Employee the same portion of the premium costs for the medical portion of such COBRA coverage as the Company was paying on Employee’s behalf under the Company’s medical plan immediately prior to the termination of Employee’s employment; provided that Employee is and remains eligible for such COBRA continuation coverage and provided , further , that the Company’s obligation to reimburse any such premium costs shall be terminated after the occurrence of the earlier of the expiration of the Continuation Coverage Period or Employee’s entitlement to comparable substitute coverage from another employer at any time during the Continuation Coverage Period.  It is understood and agreed that any period during which the Company reimburses Employee’s COBRA premium costs pursuant to the preceding sentence shall count toward the COBRA period to which Employee shall be entitled by law.

(b)           Employee shall not accrue or be eligible for any additional salary, pay, benefits, or other consideration from the Company other than that outlined herein.  All payments hereunder, including the Separation Pay, shall be subject to all applicable withholding taxes and other deductions.

(c)           Employee acknowledges that, absent this Agreement, Employee has no legal, contractual, or other entitlement to the consideration set forth in this Section 2, and such consideration constitutes valid and sufficient consideration for Employee’s release of claims and other obligations set forth in this Agreement.

(d)           Employee acknowledges and agrees that the Company, including its Releasees, has made no representations regarding the tax consequences of any financial consideration received by Employee pursuant to this Agreement, including COBRA premium reimbursement amounts.  Employee agrees to pay federal, state, and/or local taxes, if any, that are required by law to be paid with respect to the financial consideration received hereunder.  Employee also agrees to indemnify and hold the Company and the other Releasees harmless from any claims, demands, deficiencies, levies, assessments, executions, judgments, or recoveries by any government entity against the Company and the other Releasees for any amounts claimed due as a result of this Agreement pursuant to claims made under any federal, state, or local tax laws.  Employee further agrees to indemnify and hold the Company and the other Releasees harmless for any deficiencies, levies, assessments, fines, penalties, and/or interest assessed by reason of any such claim.

(e)                      Employee acknowledges and agrees that, should Employee breach any of Employee’s commitments as set forth in this Agreement, the Company may, in addition to pursuing all legal and equitable rights and remedies that might be available, without limitation, terminate any further payments otherwise due and owing to Employee pursuant to this Agreement.

3.            Severance of Employment .  Pursuant to this Agreement, Employee agrees and recognizes that Employee’s employment relationship with the Company is terminated as of the close of business on December 19, 2008 ( the “ Termination Date ”).

4.            Non-Competition; Non-Solicitation .  Employee acknowledges and agrees to comply with the restrictive covenants set forth in Exhibit A, which is attached hereto and incorporated by reference herein.

5.            Confidential Information .  Employee agrees that Employee shall not at any time for any reason, in any fashion, form or manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, corporation, or other business entity, in any manner whatsoever, any confidential information or trade secrets concerning the business of the Company or any of its affiliates, including without limiting the generality of the foregoing, methods or systems of its or their operation or management, any information regarding its or their financial matters, or any other material information (including member, subscriber and provider lists and identifying information regarding members and subscribers) concerning the business of the Company or any of its affiliates, its or their manner of operation, its or their plans or other material data (the “ Business ”).  Employee agrees that Employee shall not retain any confidential or proprietary information, including, without limitation, any member, subscriber, or provider lists, identifying information regarding members or subscribers, pricing methods, financial structures, correspondence, accounts, records, or any other documents or property made or held by Employee or under Employee’s control in relation to the Business of the Company or its affiliates, nor shall Employee retain any copy of any such confidential or proprietary information, all of which (whether in hard copy or electronic format and including all originals and copies) Employee warrants Employee returned to the Company on or before the Termination Date.

6.            Nondisclosure of Terms .

(a)           Employee agrees that the