CPSI Computer Programs and Systems Inc

Exhibit 10.1

General Release of Claims

In consideration of the severance benefits to be received by Matt J. Chambless, a resident of the State of Alabama (“Executive”), pursuant to the terms of the Executive Severance Agreement, dated June 1, 2023 (the “Agreement”), between Executive and Computer Programs and Systems, Inc., a Delaware corporation (the “Company”), Executive hereby makes the following promises in this General Release of Claims (the “Release”):

1.    Complete and General Release. Executive understands that except as expressly set forth below, this is a complete and general release. In exchange for the promises made by the Company in the Agreement, which Executive acknowledges are sufficient, Executive, on behalf of Executive and Executive’s heirs, executors, administrators, successors and assigns, releases and forever discharges and promises not to sue the Company, its current and former parent companies, subsidiaries, and other affiliated companies and entities, and its and their respective current and former insurers, reinsurers, predecessors, assigns, successors, contractors, directors, officers, agents, shareholders, and employees, with respect to any and all claims (which term is defined as including, but is not limited to, causes of action, suits, debts, sums of money, controversies, agreements, promises, damages, costs, losses, expenses and demands whatsoever, at law or in equity, or before any federal, state or local administrative agency, whether known or unknown, whether accrued or unaccrued, whether contingent or certain) which Executive now has, or any claims whatsoever which may hereafter accrue on account of the events, circumstances or occurrences in any way arising out of or related to Executive’s hiring and employment with the Company or the termination of that employment up to and including the Release Effective Date (as defined in Section 4 hereof), including, but not limited to, any claims under the Age Discrimination in Employment Act of 1967, 29 U.S.C. § 621, et seq., Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000-e et seq., the Employee Retirement Income Security Act, 29 U.S.C. § 1001, et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Family and Medical Leave Act, the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations Act (NLRA), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA); all claims under the laws of any state, county, municipality, or similar authority where Executive lives or has worked for or on behalf of the Company; tort claims; claims for conversion, wrongful discharge, retaliation, intentional infliction of emotional distress, outrage, promissory estoppel or detrimental reliance, breach of contract or quasi-contract, fraud, misrepresentation, fraudulent inducement, and the like; claims for wages, bonuses, incentive compensation, and severance allowances or entitlements; claims for slander, libel, defamation, disparagement, intentional infliction of emotional distress, personal injury, negligence, compensatory or punitive damages, or any other claim for damages or injury of any kind whatsoever; all claims for monetary recovery, including without limitation attorneys’ fees, experts’ fees, medical fees or expenses, costs, and disbursements; any claims for present or future effects of past events or actions; and any claims for the violation of any other federal, state, or local law.

This general release also expressly includes any and all claims under Alabama state law, including but not limited to, claims: under the Alabama Age Discrimination in Employment Act (AADEA); for retaliatory or constructive discharge and for co-employee liability under Sections 25-5-11 and 25-5-11.1 of the Alabama Code; under Section 13A-11-90 of the Alabama Code; under the Clarke-Figures Equal Pay Act at Section 25-1-30 of the Alabama Code; and any and all claims under any and all other state or local laws that may apply to Executive, up to the date of the execution of this Agreement.

This general release and waiver of claims excludes, and Executive is not hereby waiving, releasing, or discharging: (a) any entitlement to Director’s and Officer’s insurance coverage (including for defense and/or indemnity), (b) any entitlement to benefits in which Executive is already vested pursuant to the terms of a

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retirement savings plan and/or non-qualified deferred compensation plan of the Company, (c) any rights to receive the severance benefits set forth in Sections 2(a) and 2(b) of the Agreement subject to the terms of the Agreement, (d) any rights to receive payments pursuant to any subsequent consulting or other agreement between Executive and the Company subject to the terms of any such agreement, (e) claims that cannot be waived by law, such as claims for workers compensation or unemployment benefits, and (f) any rights to file an administrative charge or complaint with, or testify, communicate with, assist, or participate in an investigation, hearing, or proceeding conducted by the National Labor Relations Board, the Equal Employment Opportunity Commission, the Securities and Exchange Commission, state or federal agencies with regulatory authority over insurance matters, or other similar federal or state administrative agencies. Executive does hereby waive, to the maximum extent permitted by law, any right to monetary relief related to any filed charge or administrative complaint; provided, however, that this release and waiver in no way limits Executive’s right to receive an award for information provided to any government agency.

2.    Representations by Executive. By signing this Release, Executive represents, warrants, and verifies that: (a) Executive has been properly paid for all hours Executive worked for the Company; (b) Executive did not work any time or hours that Executive did not report to the Company or for which the Company did not properly compensate Executive; (c) Executive has received all compensation due to Executive from the Company through and including the date of execution of this Release, with the exception of outstanding severance benefits, cash incentive and equity awards the payment of which is addressed in Section 2 of the Agreement; (d) Executive has not experienced any on-the-job injury and is not aware of any basis Executive has for filing a workers’ compensation claim; (e) Executive has not engaged or participated in any unethical or improper actions or business activities during Executive’s employment with the Company; and (f) upon termination of Executive’s employment with the Company, Executive shall promptly resign from any position as an officer, director, manager, or fiduciary of the Company and any related entity. For the avoidance of doubt, Executive’s employment is being terminated Without Cause for purposes of the Agreement and Executive’s resignation pursuant to this Section 2 shall not be considered a resignation for purposes of the Agreement.

3.    Assignment. Executive agrees that the Company may assign its rights and privileges under this Release without Executive’s express consent, and the Company’s rights under this Release will automatically inure to the benefit of any successor of the Company.

4.    Consideration and Revocation Periods. Executive understands Executive has the right to consult with an attorney before executing this Release and the Company has advised, and hereby advises, Executive to do so. Executive agrees that Executive has twenty-one (21) days commencing on December 31, 2023 to consider whether Executive should accept and sign this Release and waive and release all claims and rights arising under the Age Discrimination in Employment Act and any similar state laws. If Executive accepts and signs this Release during such twenty-one (21) day period and submits it to the Company (in accordance with the following sentence), Executive shall have an additional seven (7) days following submission thereof to revoke this Release, such that the effective date of this Release (provided that it has not been revoked) shall be the eighth (8^th) day following its timely delivery to the Company (the “Release Effective Date”). Executive’s acceptance of this Release shall be delivered to Kevin Plessner by email to kevin.plessner@cpsi.com. Any subsequent and timely revocation must be in writing, submitted by email, to the same attention and must read, “I hereby revoke my signature on the Release.” Executive agrees that this Release is written in plain and understandable language and that Executive has read and understands it.

5.    Entire Agreement, Amendment, Execution. Executive represents and warrants that no promise, inducement or agreement that is not contained in or expressly incorporated by reference in the Agreement and/or this Release has been made to Executive and that the Agreement and this Release contain the entire agreement regarding this subject matter between the Company and Executive; provided, however,

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that the provisions contained in Sections 4 through 22 of the Agreement shall survive and be in addition to, and not in lieu of, and shall not supersede or replace, any obligations of Executive created by this Release or created by any other policies or agreements between the Company and Executive regarding the subject matters of those Sections. The Agreement and this Release may only be changed or amended by mutual agreement of authorized representatives of the parties in writing. The Agreement and this Release may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument. The Agreement and this Release may be executed and delivered by facsimile signature, PDF, or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com).

6.    Choice of Law and Consent to Venue. Executive agrees that this Release will be governed by and construed in accordance with the laws of the State of Alabama, without regard to any jurisdiction’s choice of law principles. If legal action is brought at any time based on any controversy or claim arising out of, or relating to this Release or Executive’s employment with the Company or the termination of that Employment, Executive agrees to submit to the jurisdiction and venue of the state or federal courts in Alabama, and Executive waives any challenge to jurisdiction and venue of any action brought in such state or federal courts. The parties hereby agree that the governing law and venue set forth in this Section is expressly, knowingly, and voluntarily agreed to by the parties.

7.    Savings. Nothing in this Release is intended to or will be used or applied in any way to limit or interfere with Executive’s rights to communicate or cooperate with, or provide information to, a governmental agency or entity such as the National Labor Relations Board, the Equal Employment Opportunity Commission, the Securities and Exchange Commission, state or federal agencies with regulatory authority over insurance matters, or other similar federal or state administrative agencies, as provided for, protected under or warranted by whistleblower or other provisions of applicable law or regulation.

8.    Breach of Agreement. Executive agrees to strictly abide by this Release and the surviving terms of the Agreement. In the event Executive fails to comply with this Release or the surviving terms of the Agreement, the Company shall be entitled to (a) withhold all payments due to Executive under this Release or under the Agreement that have not otherwise been paid to Executive, excluding any Accrued Amounts under the Agreement attributable to the period prior to Executive’s last day of work, and (b) seek reimbursement of 100% of the severance benefits paid to Executive as described in Section 2(b) of the Agreement, the Company’s reasonable attorneys’ fees and costs, and all other injunctive or equitable relief to which the Company may be entitled under applicable law.

9.    Waiver of Jury Trial. The parties desire to avoid the time and expense related to a jury trial of any and all controversies, claims, issues, and other disputes arising out of or relating to the Agreement and this Release or the performance or breach thereof, and Executive’s employment with the Company or the termination of that employment. Therefore, the parties, for themselves and their successors and assigns, hereby waive trial by jury of any and all controversies, claims, issues, and other disputes arising out of or relating to the Agreement and this Release or the performance or breach thereof, and Executive’s employment with the Company or the termination of that employment. The parties acknowledge that this waiver is knowingly, freely, and voluntarily given, is desired by all parties and is the best interests of all parties.

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THIS RELEASE CONTAINS A GENERAL RELEASE AND WAIVER OF CLAIMS EXECUTIVE MAY HAVE. EXECUTIVE SHOULD READ IT CAREFULLY.

BY SIGNING BELOW, EXECUTIVE KNOWINGLY AND VOLUNTARILY CHOOSES TO ACCEPT THE TERMS OF THE AGREEMENT AND THIS SUPPLEMENTAL RELEASE IN CONNECTION WITH THE TERMINATION OF EXECUTIVE’S EMPLOYMENT.

AGREED this, the 31^st day of December 2023.

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Exhibit 10.2

CONSULTING AGREEMENT

This Consulting Agreement (this “Agreement”) is made and entered into on January 1, 2024, by and between Computer Programs and Systems, Inc., a Delaware corporation (the “Company”), and Matt J. Chambless, a resident of the State of Alabama (“Consultant” and, together with the Company, the “Parties”).

Recitals:

A.    Consultant will serve as the Chief Financial Officer of the Company through December 31, 2023, at which time his employment by the Company will terminate.

B.    Consultant has gained valuable expertise regarding the business of the Company and its affiliates, and the Company desires to avail itself of various consulting services of Consultant following the date of termination of employment.

C.    Subject and pursuant to the terms and conditions of this Agreement, the Company desires that Consultant provide various consulting services to the Company and its affiliates, and Consultant desires to provide such consulting services as more specifically provided herein.

Agreement:

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements of the Parties set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1.    Engagement. The Company hereby engages Consultant, and Consultant hereby accepts such engagement with the Company, to provide certain consulting services to the Company and its affiliates as more specifically described in Section 3 hereof, all in accordance with and subject to the terms and conditions set forth in this Agreement.

2.    Term.

(a)    The initial term of this Agreement shall commence on January 1, 2024 (the “Effective Date”) and, subject to earlier termination as provided for in Section 2(b) below, shall continue thereafter for a period of three (3) months, through March 31, 2024 (the “Term”). The Term of this Agreement may be extended by mutual written agreement of the Parties.

(b)    Either Party may terminate this Agreement for convenience by providing at least thirty (30) days prior written notice to the other Party. Either Party may terminate this Agreement for any material breach of this Agreement by the other Party upon ten (10) days prior written notice to the other Party containing the details of the breach, provided the breach remains uncured at the end of the notice period.

(c)    The expiration or termination of this Agreement shall not relieve any Party of any obligations that may have accrued under this Agreement prior to such expiration or termination or that, by their nature, survive such expiration or termination of this Agreement, including without limitation the terms and conditions of Sections 5 and 6 of this Agreement.

3.    Consulting Services; Related Agreements.

(a)    During the Term, Consultant agrees to provide consulting services in connection with the business of the Company and its affiliates, including without limitation (i) ongoing strategic and operational initiatives, (ii) transition of matters performed by Consultant during the course of Consultant’s prior employment with the Company, and (iii) other matters relating to the Company and its affiliates as may be reasonably requested by the Company’s Chief Executive Officer or Chief Financial Officer from time to time (collectively, the “Services”). Consultant’s principal contact in connection with such consulting services shall be the Company’s Chief Executive Officer.

(b)    During the Term, Consultant agrees: (i) to devote sufficient time and efforts to performing and providing the Services and all other duties of Consultant described in this Agreement as the Company may request, provided, however, that the time and efforts of any such Services and other duties requiring a level of services exceeding that described in Section 4(c) shall be by mutual agreement of Consultant and the Company; and (ii) to act in good faith at all times in rendering such Services for and on behalf of the Company and performing all other duties required of Consultant under this Agreement.

(c)    The Company shall not control the manner or means by which Consultant performs the Services, including but not limited to the time and place Consultant performs the Services; provided, however, that Consultant shall perform the Services in accordance with all applicable laws, rules, regulations, standards, policies, procedures and bylaws of all applicable regulatory authorities and all applicable policies and procedures of the Company.

(d)    The Company shall provide Consultant with access to its premises to the extent necessary for the performance of the Services.

4.    Compensation. As consideration for the Services rendered by Consultant, during the Term, the Company agrees to compensate and reimburse Consultant as follows:

(a)    The Company shall pay Consultant an hourly consulting fee of $183.22 per hour (the “Consulting Fee”); provided, however, that the amount of the Consulting Fee may be adjusted from time to time by mutual agreement of the Parties. Consultant will invoice the Company for the Consulting Fee on a monthly basis, with each invoice describing in reasonable detail the services provided (including the number of hours spent providing such services) during such month. The Company will pay the Consulting Fee set forth in any invoice within thirty (30) days of receipt of such invoice.

(b)    The Company shall reimburse Consultant for all reasonable expenses incurred in connection with the provision of the Services upon the presentation of statements of such expenses in accordance with the Company’s policies and procedures now in force or as such policies and procedures may be modified by the Company.

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(c)    It is reasonably anticipated and expected that the level of services to be performed by Consultant for the Company during the Term will not exceed 20% of the average level of bona fide services Consultant performed for the Company and its affiliates over the 36-month period immediately preceding the Effective Date. Accordingly, it is the intent of the Parties that a “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended, will occur as a result of Consultant’s transition from employee of the Company to a consultant to the Company as of the Effective Date. Each Party acknowledges and agrees that neither this Agreement nor its termination or expiration shall in any way limit, expand or otherwise modify the provisions of any compensatory agreements or related arrangements between the Parties.

5.    Confidentiality and Non-Disclosure.

(a)    Consultant acknowledges that Consultant may, in the course of performing the Services or Consultant’s responsibilities and duties under this Agreement, be exposed to or otherwise acquire information which is proprietary to or confidential to the Company or its affiliates and their respective employees, representatives or agents. Any and all Confidential Information (as defined below) in any form (whether oral, written or electronic and regardless of the medium in which it is stored, recorded or maintained) disclosed by the Company or its affiliates to Consultant shall be deemed to be confidential and proprietary information of the Company. During the Term of this Agreement and thereafter, except as permitted by this Agreement, Consultant (i) shall use such Confidential Information only for the benefit of the Company; (ii) shall hold such Confidential Information in strict confidence; (iii) shall not disclose any Confidential Information to any third party; (iv) shall not, either directly or indirectly, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, provide, disseminate or disclose such Confidential Information to any third party; and (v) shall not, directly or indirectly, use such Confidential Information for any purpose whatsoever other than the provision of the Services for the benefit of the Company as described in this Agreement. Furthermore, Consultant acknowledges that he has received and, as a designated “Covered Person,” is subject to the Company’s Insider Trading Policy.

(b)    Upon expiration or termination of this Agreement or at the Company’s request, Consultant will return to the Company all documents, papers and other materials or information in Consultant’s possession or under Consultant’s control that contain or relate to the Confidential Information.

(c)    For the purposes hereof, “Confidential Information” shall mean any confidential or proprietary business information regarding the Company and its affiliates that is the subject of reasonable efforts to maintain its confidentiality and that is not generally known to competitors. Notwithstanding the foregoing, Confidential Information shall not include any information or data that (i) is now or subsequently is generally available to the public through means other than direct or indirect disclosure by Consultant in violation of the terms of this Agreement or any other agreements or restrictions; (ii) is lawfully communicated by a third party, free of any confidentiality obligations or restrictions, subsequent to the time of communication thereof by, through or on behalf of the Company; (iii) is required to be disclosed by any governmental or regulatory authority having jurisdiction or by court order or other legal proceeding; (iv) was known to Consultant prior to disclosure of such information or data and is not subject to any obligation of confidentiality to any third party; or (v) is subsequently disclosed to Consultant on a non-confidential basis by a third party not bound by any obligations of confidentiality with respect to such information.

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(d)    Notwithstanding Section 5(a) of this Agreement, nothing in this Agreement prohibits, restricts or impedes Consultant from initiating communications directly with, responding to an inquiry from, providing testimony before, or participating in any investigation or proceeding that may be conducted by, the Securities and Exchange Commission, the Financial Industry Regulatory Authority, any other self-regulatory organization, or any other federal or state regulatory authority in connection with or relating to any possible securities law violation.

6.    Injunction; Disputes. Consultant acknowledges that a breach of Section 5 hereof will give rise to or cause irreparable injury or damage to the Company, inadequately compensable by monetary damages alone. Accordingly, the Company may seek and obtain injunctive relief against the breach or threatened breach of the undertakings in Section 5, in addition to any other legal remedies which may be available to the Company at law or otherwise.

7.    Relationship of the Parties.

(a)    The Parties intend that the relationship between them created under this Agreement is that of independent contractors only. Consultant shall not be considered an employee or agent of the Company for any purpose. The Company is interested only in the results obtained from Consultant in connection with the Services performed by Consultant and rendered to the Company pursuant to this Agreement and the manner and means of performing such Services are subject to Consultant’s sole control. Other than as provided for in this Agreement, the Consultant has no authority to act on behalf of or bind the Company or any of the Company’s affiliates.

(b)    Without limiting Section 7(a), Consultant will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees (for purposes of clarity, however, except as provided under federal law with respect to benefits obtainable by Consultant at Consultant’s sole expense pursuant to COBRA), and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Consultant’s behalf. Consultant shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.

8.    Resignations. Consultant agrees to resign, effective as of the Effective Date, from all: (i) officer positions he holds with the Company and its subsidiaries and affiliates on such date; (ii) memberships he holds on any boards of directors, boards of managers or other governing boards or bodies of the Company and its subsidiaries and affiliates on such date; and (iii) memberships he holds on any of the committees of any such boards or bodies on such date. For the avoidance of doubt, Consultant’s resignation pursuant to this Section 8 shall not be considered to be a resignation for purposes of Consultant’s existing Executive Severance Agreement.

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9.    Miscellaneous Provisions.

(a)    Notices. Any notices and other communications hereunder shall be in writing and shall be deemed to have been given only if and when: (i) personally delivered; (ii) three business days after mailing, postage prepaid, by certified mail; or (iii) one business day after being delivered by a nationally recognized, reputable overnight delivery service, addressed as follows:

If to the Company:

54 St. Emanuel Street

Mobile, AL 36602

Attention: Chief Executive Officer

chris.fowler@cpsi.com

If to Consultant:

Executive’s home address most recently on file with the Company or such other address as the Parties may designate by giving notice in accordance with this Section 9(a).

(b)    Further Assurances. Consultant and the Company shall execute and deliver such other instruments and do such other acts as may be necessary to carry out the intent and purpose of this Agreement.

(c)    Counterparts. This Agreement may be executed in any number of counterparts. All executed counterparts shall constitute one agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. Executed counterparts delivered by facsimile or electronic mail shall be deemed originals for all purposes hereof.

(d)    Headings. The headings contained in this Agreement are inserted only as a matter of convenience and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. Except where the context otherwise requires, wherever used, the singular shall include the plural and the plural the singular, the use of any gender shall be applicable to all genders, and the word “or” is used in the inclusive sense.

(e)    Entire Agreement. This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes any prior agreement, arrangement or understanding, whether oral or written, between the Parties concerning the obligations of the Parties hereunder.

(f)    Severability. Should any court of competent jurisdiction decide, hold, adjudge or decree that any provision, clause or term of this Agreement is invalid, void, unreasonable or unenforceable, in whole or in part, such determination shall not affect any other provision or part of this Agreement, and all other provisions of this Agreement shall remain in full force and effect as if such void, unreasonable or unenforceable provision, clause or term (or any part thereof) had not been included herein; provided, however, that (i) any such determination shall not be deemed to affect the validity or enforceability of this entire Agreement in any other situation or circumstance, and (ii) with respect to any such void, unreasonable or unenforceable provision,

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clause or term, it is the express intent of the Parties hereto that such court of competent jurisdiction modify such provision, clause or term, to the extent possible, in order to make it reasonable and enforceable under the circumstances.

(g)    Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Alabama without regard to the conflict of law provisions thereof.

(h)    Modification. This Agreement may only be waived, changed, modified or extended by a writing signed by the Party against whom enforcement of any waiver, change, modification, or extension is sought. No waiver by either Party hereto at any time of any breach by the other Party hereto of any covenant, condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or at any prior or subsequent time.

(i)    Assignment. Neither this Agreement, nor any of the rights and obligations hereunder, may be assigned, transferred or delegated by Consultant without the express prior written consent of the Company, which consent may be withheld by the Company for any reason it deems appropriate. Subject to the preceding sentence, this Agreement shall be binding upon the heirs, legal representatives, successors and permitted assigns of the Parties.

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IN WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to be duly executed as of the date first written above.

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