ELIGIBLE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • May 19th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
FORM OF EMPLOYMENT AGREEMENT (OTHERS)Employment Agreement • August 21st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
2 3 (c) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a "Business Combination"), in each case, unless, following such Business Combination, (i) all or...Employment Agreement • August 21st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
EMPLOYMENT AGREEMENTEmployment Agreement • August 12th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
EXHIBIT 4.1 RIGHTS AGREEMENT by and between TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATIONRights Agreement • August 12th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • Delaware
RECITALSAdministrative Services Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
RECITALSTax Allocation Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
RECITALSStock Purchase Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION 1996 STOCK INCENTIVE PLAN EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the 21st day of November, 1996, between TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION, a Delaware...Employee Nonqualified Stock Option Agreement • January 31st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
BY AND AMONGStock Purchase Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • Delaware
andRights Agreement • December 12th, 1996 • Talbert Medical Management Holdings Corp • Delaware
I. EMPLOYMENTPhysician Employment Agreement • December 12th, 1996 • Talbert Medical Management Holdings Corp
AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 14, 1997 AMONG MEDPARTNERS, INC., TALMED MERGER CORPORATION AND TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATIONMerger Agreement • August 21st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • Delaware
1 EXHIBIT 11 July 28, 1997 Jim Wade 20792 Skimmer Lane Huntington Beach, CA 92646 Re: Settlement Agreement -------------------- Dear Jim: In the event of a change of control of Talbert Medical Management Holdings Corporation (TMMHC), causing or the...Settlement Agreement • August 21st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
BY AND AMONGStock Purchase Agreement • December 12th, 1996 • Talbert Medical Management Holdings Corp • Delaware
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION AMONG PACIFICARE HEALTH SYSTEMS, INC. N-T HOLDINGS, INC. NEPTUNE MERGER CORP. TREE ACQUISITION CORP. AND FHP INTERNATIONAL CORPORATION --------------------- AS OF NOVEMBER 11, 1996...Agreement and Plan of Reorganization • December 12th, 1996 • Talbert Medical Management Holdings Corp • Delaware
RECITALSAllocation of Liabilities and Indemnification Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
RECITALSEmployee Benefits and Compensation Allocation Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
RECITALSShare Control Agreement • January 31st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
PACIFICARE OF CALIFORNIA MEDICAL GROUP SERVICES AGREEMENT (TALBERT)Medical Group Services Agreement • December 12th, 1996 • Talbert Medical Management Holdings Corp • California
RECITALSStandstill Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
EXHIBIT 10.6 December 11, 1996 Talbert Medical Management Corporation 3540 Howard Way Costa Mesa, California 92626 Attention: Jack D. Massimino Re: Letter Agreement Dear Jack: As you know, FHP, Inc., FHP of Utah, Inc., FHP of New Mexico, Inc....Letter Agreement • December 12th, 1996 • Talbert Medical Management Holdings Corp
August 14th 1 9 9 7 Talbert Medical Management Holdings Corporation 3540 Howard Way Costa Mesa, California 95656 Re: Cash Awards Ladies and Gentlemen: Pursuant to Section 7.10(f) of the Agreement and Plan of Merger, dated as of August 13, 1997, among...Cash Awards Agreement • August 21st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
EXHIBIT 4.2 TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION 1996 STOCK INCENTIVE PLAN EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT dated as of the 21st day of November, 1996, between TALBERT MEDICAL MANAGEMENT HOLDINGS CORPORATION, a...Employee Nonqualified Stock Option Agreement • May 19th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
AMENDED AND RESTATED REAL ESTATE AND EQUIPMENT MASTER TRANSFER AGREEMENT This Amended and Restated Real Estate and Equipment Master Transfer Agreement ("AGREEMENT"), dated December 6, 1996 for reference purposes and effective as of January 1, 1996...Real Estate and Equipment Master Transfer Agreement • December 12th, 1996 • Talbert Medical Management Holdings Corp • California
SECOND AMENDED AND RESTATED REAL ESTATE AND EQUIPMENT MASTER TRANSFER AGREEMENT This Second Amended and Restated Real Estate and Equipment Master Transfer Agreement ("AGREEMENT"), dated February _____, 1997 for reference purposes and effective as of...Real Estate and Equipment Master Transfer Agreement • April 4th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
INDEMNIFICATION AGREEMENT AGREEMENT, dated as of November 21, 1996, by and between Talbert Medical Management Holdings Corporation, a Delaware corporation (the "Company"), and ________________ (the "Indemnitee"). WHEREAS, it is essential to the...Indemnification Agreement • January 31st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • Delaware
1 EXHIBIT 12 [LETTERHEAD OF TALBERT MEDICAL] July 23, 1997 Mr. Kent Marquardt Chief Operating Officer - Western Region MedPartners, Inc. 5000 Airport Plaza Drive Long Beach, CA 90815 Dear Mr. Marquardt: In connection with your and our consideration of...Confidentiality Agreement • August 21st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec • California
Exhibit 8.1 April 15th 1 9 9 7Transferable Rights Agreement • April 16th, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
August 14th 1 9 9 7 Talbert Medical Management Holdings Corporation 3540 Howard Way Costa Mesa, California 95656 Re: Stay Bonuses Ladies and Gentlemen: Pursuant to Section 7.10(e) of the Agreement and Plan of Merger, dated as of August 14, 1997, among...Stay Bonuses Agreement • August 21st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
ARTICLE I. ENGAGEMENT - CHIEF OF STAFFChief of Staff Agreement • January 31st, 1997 • Talbert Medical Management Holdings Corp • Services-specialty outpatient facilities, nec
