or may have in the future against any of the Released Parties arising out of or relating to the Scope of the Release, including, but not limited to,

AGREEMENT This Agreement (the "Agreement") is made effective as of the Effective Date, as defined in section 4(g) below, by and between John McCabe, M.D., ("McCabe") and the State University of New York (the "University"), including, without limitation, its state-operated campus, the State University of New York Upstate Medical University ("SUNY Upstate"). McCabe, the University and SUNY Upstate are collectively referred to in this Agreement as the "Parties." STATEMENT OF FACTS WHEREAS, McCabe has been employed at SUNY Upstate since July 13, 1987 and most recently in the capacity of Senior Vice President for Hospital Affairs and Chief Executive Officer of Upstate University Hospital ("Hospital CEO"); and WHEREAS, McCabe has indicated his intention to tender his resignation from the Hospital CEO position; and WHEREAS, in recognition of McCabe's years of service and of prior commitments to him, the University has offered the benefits described in this Agreement, and McCabe has accepted such benefits on the terms and conditions set forth in this Agreement; and WHEREAS, the Parties have had all the terms and conditions of this Agreement clearly explained and now freely consent to enter into this Agreement, such consent not having been induced by fraud, duress, or any other undue influence. NOW, in consideration of the mutual undertakings and promises contained in this Agreement, solely by way of compromise and in full settlement of the matter, the Parties agree as follows: 1. Voluntary Agreement. This Agreement is voluntary. Neither the execution of this Agreement nor any term or provision of this Agreement shall be construed as an acknowledgement or admission of wrongdoing under federal, state or local law, liability, fault or misconduct, of any kind, by any party or by any of the Released Parties (as defined in this Agreement at Section 4(d) below) or imply that McCabe is a "prevailing party" under any law. This Agreement may not be used as evidence for any purpose in any litigation except to enforce its terms. This Agreement is executed to avoid the expenses of litigation, administrative proceedings, and/or complaints to local, state, or federal government departments, agencies or any other conceivable venue for making claims or resolving disputes between the Parties. By entering into this Agreement, the University and the other Released Parties expressly deny any liability and that McCabe has any meritorious claims against any of them. 2. Resignation (a) Hospital CEO. Upon the Effective Date of this Agreement, McCabe shall submit his irrevocable resignation, substantially in the form attached to this Agreement as Exhibit 1, from his position as Hospital CEO. Such resignation shall be effective on January 17, 2017 (the "Transition Date"). Pending the Transition Date, McCabe shall continue to serve as Hospital CEO under the supervision and direction of the Chief Administrative Officer of SUNY Upstate ("SUNY Upstate President"). At a mutually agreeable time and with a mutually acceptable statement, McCabe and the SUNY Upstate Preside:Q.t shall announce the Transition Date. The statement shall be in substantially the form attached to this Agreement as Exhibit 2. McCabe shall cooperate fully with the SUNY Upstate President to effect a smooth transition from McCabe's leadership as Hospital CEO to such successor as may be selected by the SUNY Upstate President. Without limiting the foregoing, McCabe, on or before the Transition Date, 1

shall transfer all records and paperwork related to his work as Hospital CEO and all materials that are the property of SUNY Upstate to the SUNY Upstate President. (b) Faculty Appointment; Privileges upon Retirement. Upon the Effective Date of this Agreement, McCabe shall submit his irrevocable resignation and retirement from his faculty appointment, substantially in the form attached to this Agreement as Exhibit 3 and effective upon the Effective Date. In accordance with 8 NYCRR 339.2 and 339.4, McCabe will have retired voluntarily and in good standing from his faculty appointment. Commencing on the Effective Date, McCabe will be entitled to append the term "Emeritus" to the title of his academic and administrative post, to wit, Professor Emeritus and Chair Emeritus. His emeritus rank shall carry with it the privilege to use the SUNY Upstate library. McCabe acknowledges that he has not been granted any other privilege in connection to his emeritus rank. (c) Medical Staff. Upon the Effective Date of this Agreement, McCabe shall submit his irrevocable resignation from the medical staff of Upstate University Hospital, substantially in the form attached to this Agreement as Exhibit 4 and effective upon the Effective Date. (d) SUNY Employment. Upon the Effective Date of this Agreement, McCabe shall also submit his irrevocable resignation, substantially in the form attached to this Agreement as Exhibit 5, from his employment with the University including without limitation from his position as Senior Assistant to the President to be effective on the date of McCabe's choosing but in no event later than March 14, 2018, or if earlier, such date that McCabe accepts a nonapproved Outside Activity, as defined in Section 3(c) below (the "Resignation Date"). McCabe agrees to notify the University in writing within two business days upon acceptance of any nonapproved Outside Activity. (e) Post Resignation. McCabe agrees that at no time following the Effective Date shall he apply for employment or paid or volunteer faculty appointment with the University or SUNY Upstate, or for medical staff membership or privileges at Upstate University Hospital. 3. Salary and Duties as Senior Assistant to the President Pending Resignation Date (a) Commencing on the Transition Date and ending on the Resignation Date, McCabe shall be employed as Senior Assistant to the President (MP IV), in the unclassified service designated as Management/Confidential and designated as a "policy-maker" as such term is defined in Title 19 NYCRR Part 932 ("Outside Activities Regulations"). McCabe shall receive a letter of appointment and shall cooperate fully to sign and complete all paperwork and documents to complete such appointment. McCabe shall remain subject to and shall comply with all regulations, policies, and procedures of the University and SUNY Upstate applicable to employees in the unclassified service designated as Management/Confidential and designated as a "policy-maker." McCabe will provide a broad range of administrative services to the SUNY Upstate President as assigned from time to time. Such duties may include development of analyses and reports for internal and external review and coordination of special projects. Additionally, McCabe shall engage in professional writing, professional retraining and other professional development. All such duties will be performed at an off-campus location. McCabe will provide the SUNY Upstate President with regular, no less frequently than monthly, written reports describing his efforts, delivered to Office of the President, Upstate Medical University, 750 East Adams Street, Syracuse, New York 13210. McCabe will also provide time reports as may be required to process payroll payments, delivered in accordance with SUNY Upstate payroll procedures. Provided he substantially complies with the terms of this Agreement, McCabe will be paid at the annual rate of $660,500. The Parties agree that if McCabe is terminated from his position as Senior Assistant to the President, such termination shall not be effective prior to the Resignation Date unless termination is (i) due to his failure to substantially 2

comply with the terms of this Agreement, or (ii) based upon a recommendation or directive of a state or federal agency, other than the University, to terminate his employment (the date of such earlier termination being the "Termination Date"). McCabe will not be entitled to reimbursement or other University or SUNY Upstate funding for professional development, continuing medical education or travel while serving as Senior Assistant to the President. (b) While serving as Senior Assistant to the President and upon the Resignation Date or if applicable, the Termination Date, McCabe shall be entitled to all employee benefits or retirement benefits, as the case may be, provided by the University to similarly situated employees or retirees, including without limitation payment according to the usual and customary State schedule and methodology for salary, retirement contributions, accrued and unused vacation or other leave and lag pay. McCabe will also be entitled to defense and indemnity for claims raised against McCabe in his role as a public officer under and in accordance with New York State Public Officers Law Section 17. (c) Outside Activities. While serving as Senior Assistant to the President, McCabe will be subject to and shall comply with all applicable provisions under the New York State Public Officers Law and the regulations promulgated thereunder, including without limitation the Outside Activities Regulations. To the extent not prohibited by the Public Officers Law and subject to obtaining prior approvals required by the Outside Activities Regulations, McCabe shall be entitled to engage in activities for "Compensation," as defined in the Outside Activities Regulations, listed in section 932.5 of the Outside Activities Regulations. The University agrees that it will not unreasonably withhold or delay any requested approval provided (i) the Outside Activity does not involve the provision of services to any third party within the following counties of the State of New York: Broome, Cayuga, Chemung, Chenango, Cortland, Herkimer, Jefferson, Lewis, Madison, Oneida, Onondaga, Oswego, Otsego, Seneca, St. Lawrence, Tioga, Tompkins, and Monroe, and (ii) together with all other approved Outside Activities does not generate or is liot expected to generate more than $25,000.00 in Compensation prior to the Resignation Date. (d) All payments to be made to McCabe under this Agreement shall be made in accordance with all applicable laws, regulations, policies and procedures of the State of New York, the University and SUNY Upstate. McCabe's bi-weekly pay will continue to be deposited directly to his chosen financial institution. A precondition of the release of each such paycheck shall be his timely submission ofthe reports described in Section 3(a) above. 4. Release (a) McCabe, on behalf of himself, his heirs, executors, legal representatives, and assigns, gives up, fully releases and discharges all claims, if any, which McCabe, his heirs, executors, legal representatives and assigns have against the Released Parties which exist as of the date and time McCabe signs this Agreement. (b) This release applies, but is not limited to any claims related in any way to (i) McCabe's association with the University, SUNY Upstate, the State of New York and any other Released Party as an officer, director, employee or otherwise; (ii) any claim for any benefit or payment from the State of New York, the University, SUNY Upstate, Upstate Emergency Medicine Inc., MedBest Medical Management, Inc., or any Released Party excepting only benefits and payments expressly described in Section 3 above; and/or (iii) this Agreement (collectively, the "Scope of the Release"). This release covers any and all claims, causes of action, demands, fees, costs (including but not limited to attorneys' fees and costs), rights, expenses, or claims of whatsoever nature and kind, known or unknown, whether presently discoverable or undiscoverable, whether suspected or claimed, which McCabe ever had, now has, 3

or may have in the future against any of the Released Parties arising out of or relating to the Scope of the Release, including, but not limited to, any and all claims of alleged discrimination, defamation, any and all other such tort claims, any Claims under any applicable University regulations governing any aspect of the Scope of the Release, retaliation, fraud, misrepresentation, contract, fiduciary duty, negligent or intentional interference with business opportunity, and outrage, as well as any rights under the New York Executive Law section 296 et. seq., Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act, as amended by the Older Workers' Benefit Protection Act of 1990 (collectively, the "Act"), the Employee Retirement Income Security Act, any federal, state or local statute, ordinance, rule or regulation, and any common law claim or remedy of any kind or nature whatsoever, including, but not limited to, claims for damages for loss or taking of property without due process, front pay, back pay, deferred compensation, wage loss, attorneys' fees reimbursement, costs, waiver, medical bills, non-economic loss, including, but not limited to, pain, suffering, humiliation, embarrassment, and loss of reputation (hereinafter "Released Claims"). (c) McCabe represents that he has not and agrees that he will never file or initiate a lawsuit in any court or initiate any federal or state agency proceeding asserting any of the Released Claims against the University or any of the other Released Parties. Should the United States Equal Employment Opportunity Commission or any other federal, state or local agency, or any other person, agency or entity, whether public or private, initiate a lawsuit, claim, charge, cause of action or remedy on behalf of McCabe regarding any of the Released Claims, McCabe agrees and covenants to withdraw the lawsuit, claim, charge, cause of action or remedy or, if such withdrawal is not possible, to take all steps possible to seek dismissal of the lawsuit, claim, charge, cause of action or remedy; and, if neither withdrawal nor dismissal is possible, McCabe waives and covenants and agrees not to take any award of money or other relief from such lawsuit, claim, charge, cause of action or remedy. McCabe further agrees not to permit himself to be a member of any class in any court or in any agency proceeding seeking relief against the University or any of the other Released Parties based on any of the Released Claims, and that even if a court or agency rules that McCabe may not waive a Released Claim, McCabe will not accept or be entitled to any money damages or other relief in connection with any other action or proceeding asserting any of the Released Claims against the University or any of the other Released Parties. McCabe further acknowledges he has been advised, pursuant to the requirements of the Act, that this Release does not apply to any rights or claims that may arise under the Act after the date of the signing of this Agreement. (d) "Released Parties" as used in this Agreement means the State of New York, the State University of New York, including each of its state-operated campuses, and their present and former officers, trustees, directors, employees, attorneys, agents, affiliates, support organizations, subsidiaries, and any other entity or person acting for or on behalf of any of them, including without limitation Upstate Emergency Medicine Inc., Upstate University Medical Associates at Syracuse, Inc., MedBest Medical Management, Inc., The Health Science Center Foundation at Syracuse, Inc., Upstate Community Medical, P.C. and Upstate Property Development Inc. (e) McCabe acknowledges that McCabe may discover in the future claims or facts in addition to or different from those which McCabe now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time McCabe executed this Agreement, may have materially affected the agreed terms. Nevertheless, McCabe expressly waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. McCabe acknowledges the significance and consequences of this Release and specific waiver. 4

(f) By signing this Agreement and this Release, McCabe acknowledges that he has waived any right he had to bring a lawsuit or obtain a recovery if an administrative agency pursues a claim against the University or any of the Released Parties based on any actions taken by any of the Released Parties up to the date of the signing of this Agreement, and that McCabe has released the University and each of the Released Parties of any and all claims of any nature arising up to the date of the signing of this Agreement. (g) Waiver of Claims Under the Act. This provision is a knowing, voluntary waiver of rights under the Act in full conformity with the provisions of 29 USC 626(f). McCabe acknowledges that he is aware of his rights under the Act; that he first received a copy of this Agreement on December 20, 20 16; that he has been informed that he has at least twenty-one (21) days from the receipt of this Agreement to consider the terms of this Agreement; that he has been advised to consult with an attorney and that he has been given an opportunity to discuss the terms of the Agreement with a representative of his choosing; that he has seven (7) days from the date of execution to revoke this Agreement. Notice of revocation must be provided in accordance with Section 8 below. McCabe agrees that if he has not revoked this waiver within seven (7) days of its execution, the full Agreement shall be deemed binding and in effect. The day immediately following the seventh day after execution shall be the "Effective Date." McCabe does not by this Agreement waive any future rights or claims that may arise under the Act. 5. No Representations. In signing this Agreement, McCabe is relying on his own judgment, belief, and knowledge, and on the advice of his own attorneys. McCabe is not relying on any representation or statement except as set forth in this Agreement by any of the Released Parties or by anyone representing or employed by any Released Party. 6. Consideration. McCabe acknowledges and agrees that but for the terms of this Agreement, McCabe would not be entitled to the rights and benefits conferred on McCabe under Section 3 above. McCabe acknowledges that this consideration is sufficient for McCabe to enter into this Agreement. McCabe further acknowledges that other than payments and consideration expressly provided under this Agreement, he is not entitled to any other payments from the University or any of the other Released Parties. 7. Statements regarding this Agreement; Non-disparagement (a) McCabe agrees not to discuss, describe, comment upon, or otherwise elaborate upon the terms of this Agreement with anyone, regardless of whether any such communications are deemed to be disparaging or derogatory in nature, facts or opinions or all of the foregoing, except as may be necessary to enforce or administer the provisions of this Agreement or as required by law or in response to a legal and/or administrative proceeding pursuant to a lawfully issued subpoena. No statement shall be made outside of said proceedings including, but not limited to, any elaboration and/or explanation of any testimony provided therein. Notwithstanding the foregoing, McCabe may make a statement consistent with the following: Dr. McCabe is stepping aside after nearly eight years in the CEO role. Dr. McCabe states that "this will allow Dr. Laraque-Arena the flexibility to craft a management team to her own liking, in order to help her accomplish the many important tasks before her." He went on to say "in senior management positions there is never an ideal time that one can say that you have accomplished everything possible, but there are clearly times to reflect on one's accomplishment and to move on." Dr. McCabe indicated that he is certain that the current senior management of University Hospital is a strong, confident; and competent group that understands the Upstate mission and the community needs, and will further many of the projects and goals of the last few years. 5

He believes that the hard work and dedication of this team will be "evident in the community for years to come." Since 2012 Dr. McCabe has been consistently named as one of the nation's top 100 physician leaders by Becker's Hospital Review. In 2015, he was the recipient of the prestigious "Distinguished Service Award" from the American Board of Medical Specialties. (b) If a prospective employer contacts the SUNY Upstate Human Resources Office regarding McCabe's employment record at SUNY Upstate, such prospective employer shall be provided with McCabe's title, salary and dates of employment. The Human Resources Office will not disclose any additional information to prospective employers, or others, unless required by law, rule and/or regulation or upon the express written request of McCabe which request shall include a release and waiver in form acceptable to the University of all claims by McCabe for the benefit of the Released Parties arising from the release of such additional information. (c) McCabe will not refer negatively to the name, reputation or practices of the University or SUNY Upstate or any of its current or former employees or of any individuals or groups associated with SUNY Upstate including without limitation administrators, council members, board members, members of the faculty senate and members of the medical service groups. McCabe will not interfere with the business operations of SUNY Upstate and/or any of its affiliates, including without limitation the medical service groups, committees, organizations and boards. McCabe will not initiate any communications by telephone, email, orally or in writing with candidates seeking employment at SUNY Upstate. (d) The SUNY Upstate President will not refer negatively to the name, reputation or practices of McCabe. In response to any request for a reference from a prospective employer of McCabe, the SUNY Upstate President will provide a response consistent with the content of Exhibit 2. 8. Notice. Except with respect to reports required to be delivered under Section 3(a) above, all notices, requests, demands, and other communications required or permitted hereunder shall be in writing and delivered in person or by courier, receipt acknowledged, or mailed by certified mail, return receipt requested, postage prepaid, to the addresses set forth below: (a) (b) To the University: Office of the General Counsel State University ofnew York State University Plaza Albany, New York 12246 Attention: Joseph B. Porter To McCabe: John McCabe, MD 4642 East Lake Road Cazenovia, NY 13035 Notice shall be deemed complete on the date of hand or courier delivery (as evidenced by a signed receipt) or the date of delivery by certified mail (as evidenced by a return receipt from the United States Postal Service). For avoidance of any doubt, revocation of this Agreement by McCabe, to be effective, must be complete before the end of the seven-day period described in Section 4(g) above. 6

December 30, 2016

I, THE UNDERSIGNED, HEREBY CERTIFY THAT I HAVE READ THIS ENTIRE AGREEMENT AND HAVE HAD THE TERMS HEREIN AND THE CONSEQUENCES THEREOF EXPLAINED BY MY ATTORNEYS OR REPRESENTATIVE OF MY CHOOSING. I FULLY UNDERSTAND ALL THE TERMS AND CONSEQUENCES OF THIS AGREEMENT. I FULLY UNDERSTAND THAT THIS AGREEMENT IS FINAL AND BINDING. John McCabe, MD P-))o) )L )2: b) f /1 Date; Time SS: On the QQ._ day of1j~, 201~ before me personally came John McCabe to me known and known to me to be the same person described in and who executed the foregoing Agreement, and he duly acknowledged to me that he executed the same. Nom:ic_ LLf= Mimi Satter Notary Public, State oi'new York No. 02SA5033328 Qualified in Onondaga County 1 Cl. Commission Expires Sept. I 8, 20...L...J.J.k11i4 8

EXHIBIT 1 Date: Danielle Laraque-Arena, MD, President Upstate Medical University 750 East Adams Street Syracuse, New York 1321 0 Re: Resignation Dear Dr. Laraque-Arena: I hereby tender my notice of resignation from my employment with the State of New York through the State University of New York, including without limitation my position as Senior Vice President for Hospital Affairs and Chief Executive Officer of University Hospital. To the extent not previously terminated, my resignation shall also terminate any and all other positions, offices, appointments, committees and other association I may have with the State University of New York, Upstate Medical University and any other related or affiliated entity of any of the State University of New York, Upstate Medical University, and Upstate University Hospital. My resignation shall be effective upon January 17, 2017. I understand that my resignation is irrevocable. Very truly yours, John McCabe, MD 9

EXHffiiT2 Dr. McCabe to step-down from University Hospital's CEO Role Appointment of Interim CEO Dr. Danielle Laraque-Arena, President of Upstate Medical University, has announced that Dr. John McCabe will be stepping down from his roles as Senior Vice-President for Clinical Affairs, CEO of University Hospital, and Professor of Emergency Medicine, effective January 17, 2017. Dr. Laraque Arena has further announced that will be appointed as Interim CEO of University Hospital. Dr. McCabe is a 1979 graduate of the Upstate College of Medicine. He served in numerous important positions at Upstate during the past 30 years. These have included being the Founding Chair of the Academic Department of Emergency Medicine, Vice-Dean for Clinical Affairs for the College of Medicine, and most recently as CEO of University Hospital. During his tenure as CEO, University Hospital has seen significant growth, improved reputation, and a return to.financial stability. Major projects during Dr. McCabe's time as CEO include the acquisition of Community General Hospital, the opening of the Golisano Children's Hospital and East Tower expansion, the construction and opening of the new Upstate Cancer Center, and recently received grant funding for a new ambulatory building on the downtown Upstate campus. In addition to his Upstate activities, Dr. McCabe has served in numerous national leadership roles, including President of the American College of Emergency Physicians, President of the American Board of Emergency Medicine, and President of the American Board of Medical Specialties. In these roles he has advanced both the specialty of Emergency Medicine and medical certification and quality for all medical specialties nationwide. Dr. Laraque-Arena has praised his many accomplishments. "Dr. McCabe has been an important part of Upstate for three decades. His contributions here and nationally are significant. I am grateful for his support during my first year as President. Upstate is proud of his accomplishments and grateful for them." Dr. McCabe plans to continue to live in Central New York, and pursue professional and personal interests. [insert specific information relating to the Interim CEO] 10

EXHffiiT3 (Date) Dean of the College of Medicine 750 East Adams Street Syracuse, New York 13210 Re: Resignation Dear ------ I hereby tender my notice of resignation and retirement effective immediately from my continuing faculty appointment with Upstate Medical University, including any joint faculty appointments and my association with Upstate Emergency Medicine, Inc. I understand that my resignation is irrevocable. Veiy truly yours, John McCabe, MD cc: Danielle Laraque-Arena, MD 11

EXHIDIT4 Date: Beth Erwin, CPCS, CPMSM Director, Medical Staff Services Upstate University Hospital 750 East Adams Street Syracuse, New York 13210 Re: Resignation Dear Ms. Erwin: I hereby tender my notice of resignation effective immediately from my membership and privileges on the medical staff at Upstate University Hospital. I understand that my resignation is irrevocable. Very truly yours, John McCabe, MD 12

EXHIBITS Date: Danielle Laraque-Arena, MD, President Upstate Medical University 750 East Adams Street Syracuse, New York 13210 Re: Resignation - Employment Dear Dr. Laraque-Arena: I hereby tender my notice of resignation of my employment with the State University ofnew York, including without limitation my position as Senior Assistant to the President. My resignation shall be effective at the date of my choosing but in no event later than March 14, 2018. I understand that my notice of resignation is irrevocable. I agree that my resignation will be immediately effective upon acceptance by me of any Outside Activity without prior approval as required under Title 19 NYCRR Part 932. I will provide the State University of New York notice in writing within two days of any such acceptance. Very truly yours, John McCabe, MD 13