INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 15th, 2003 • Veterinary Pet Services Inc • Services-hospitals • California
THIS INVESTOR RIGHTS AGREEMENT (this "Agreement") is made and entered into as of this 15th day of April, 2003, by and between Veterinary Pet Services, Inc., a California corporation ("VPSI"), and The Iams Company, an Ohio corporation ("IAMS").
VETERINARY PET SERVICES, INC. EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2002 • Veterinary Pet Services Inc • California
THIS EMPLOYMENT AGREEMENT is made as of the 16th day of August, 2002 (the "Effective Date"), by and between DAVID B. GOODNIGHT, D.V.M., residing at 3205 Greenbrier Drive, Dallas, Texas 75225 ("Employee"), and VETERINARY PET SERVICES, INC., a California corporation, with offices at 3060 Saturn Street, Brea, California 92821 (the "Company"), for the purpose of setting forth the terms and conditions of Employee's employment by the Company and to protect the Company's knowledge, expertise, customer relationships, and the confidential information the Company has developed regarding clients, customers, shareholders, option holders, employees, products, business operations, and services. As of the Effective Date, this Agreement supersedes any prior understandings or agreements between Employee and the Company or any of the Company's subsidiaries or affiliates.
VETERINARY PET SERVICES, INC. AND SUBSIDIARIES EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2003 • Veterinary Pet Services Inc • Services-hospitals • California
THIS EMPLOYMENT AGREEMENT is made as of the 23rd day of November, 2002, by and between JACK L. STEPHENS, D.V.M., residing at 381 Ramsgate Drive, Anaheim, California 92807 ("Executive"), and VETERINARY PET SERVICES, INC., a California corporation, (VPSI"), and its wholly-owned subsidiaries VETERINARY PET INSURANCE COMPANY, a California corporation ("VPI"), DVM INSURANCE AGENCY, INC., a California corporation ("DVM"), and VPI SERVICES, INC., a California corporation ("VPI Services"), all of which corporations have offices at 3060 Saturn Street, Brea, California 92821 (all of which corporations are hereinafter jointly referred to as the "Company"), for the purpose of setting forth the terms and conditions of Executive's employment by the Company.
AMENDED AND RESTATED MERGER AGREEMENTMerger Agreement • July 29th, 2005 • Veterinary Pet Services Inc • Services-hospitals • California
THIS AMENDED AND RESTATED MERGER AGREEMENT is entered into as of July 6, 2005 by and between Veterinary Pet Insurance Company, a California insurance corporation (“VPI”) and Veterinary Pet Services, Inc., a California corporation (“VPSI”). VPI and VPSI are hereinafter sometimes collectively referred to as the “Constituent Corporations.” WHEREAS the Boards of Directors of each of VPI and VPSI believe it is in the best interests of each company and its respective shareholders that VPI acquire VPSI through the merger of VPSI with and into VPI (the “Merger”) and, in furtherance thereof, have approved the Merger. WHEREAS pursuant to the Merger, among other things, all of the issued and outstanding capital stock of VPSI and all of the issued and outstanding options and warrants to purchase shares of capital stock of VPSI shall be converted as set forth herein. NOW, THEREFORE, in consideration of the covenants, promises, representations and warranties set forth herein, and for other goo
VETERINARY PET INSURANCE COMPANY VETERINARY PET SERVICES, INC. AMENDED AND RESTATED PLAN OF MERGERPlan of Merger • July 29th, 2005 • Veterinary Pet Services Inc • Services-hospitals • California
THIS AMENDED AND RESTATED PLAN OF MERGER is entered into as of July 6, 2005 by and between Veterinary Pet Insurance Company, a California insurance corporation (“VPI”) and Veterinary Pet Services, Inc., a California corporation (“VPSI”). VPI and VPSI are hereinafter sometimes collectively referred to as the “Constituent Corporations.” WHEREAS VPI was incorporated on September 17, 1981. Its current authorized capital stock consists of 1,000,000 shares of Common Stock, with a par value of $250.00 (the “VPI Common Stock”), of which 4,000 shares are issued and outstanding. WHEREAS VPSI was incorporated on October 2, 1980. Its authorized capital stock consists of 50,000,000 shares of Common Stock, no par value (the “VPSI Common Stock”), of which 5,641,395 shares are issued and outstanding as of December 31, 2004. WHEREAS the respective Boards of Directors of VPI and VPSI deem it advisable and to the advantage of each of the Constituent Corporations that VPSI merge with and into VPI wi
GENERAL AGENCY AGREEMENTGeneral Agency Agreement • January 24th, 2003 • Veterinary Pet Services Inc • Services-hospitals
THIS AGREEMENT, made this 1st day of October, 1984, by and between DVM INSURANCE AGENCY of GARDEN GROVE, CALIFORNIA, hereinafter designated as "Agent", and NATIONAL CASUALTY COMPANY duly organized and existing under and by virtue of the laws of the State of Michigan and having their Property/Casualty office in SCOTTSDALE, ARIZONA hereinafter designated as "Company."
PREFERRED STOCK CONVERSION AGREEMENTPreferred Stock Conversion Agreement • April 15th, 2003 • Veterinary Pet Services Inc • Services-hospitals • California
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 15th day of April, 2003 (the "Effective Date"), between Veterinary Pet Services, Inc., a California corporation ("VPSI"), and Scottsdale Insurance Company, an Ohio corporation ("SIC").
VETERINARY PET SERVICES, INC. 1996 INCENTIVE STOCK OPTION PLAN AGREEMENTIncentive Stock Option Agreement • November 12th, 2002 • Veterinary Pet Services Inc
THIS AGREEMENT made this , by and between VETERINARY PET SERVICES, INC., a California corporation, hereinafter called the "COMPANY," and [1], hereinafter called "EMPLOYEE."
NON-QUALIFIED STOCK OPTION AGREEMENT of VETERINARY PET SERVICES, INC.Non-Qualified Stock Option Agreement • November 12th, 2002 • Veterinary Pet Services Inc
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as the "Option" or the "Agreement," is made as of the February 28, 1997, between VETERINARY PET SERVICES, INC., a California corporation (the "COMPANY"), and [1] (the "OPTIONEE").
VETERINARY PET SERVICES, INC.—SCOTTSDALE INSURANCE COMPANY STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 15th, 2003 • Veterinary Pet Services Inc • Services-hospitals • California
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 14th day of April, 2003 (the "Effective Date"), between Veterinary Pet Services, Inc., a California corporation ("VPSI"), and Scottsdale Insurance Company, an Ohio corporation ("SIC").
VETERINARY PET SERVlCES, INC.—THE IAMS COMPANY STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 15th, 2003 • Veterinary Pet Services Inc • Services-hospitals • California
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of the 15th day of April, 2003 (the "Effective Date"), between Veterinary Pet Services, Inc., a California corporation ("VPSI"), and The Iams Company, an Ohio corporation ("IAMS").
QUOTA SHARE REINSURANCE AGREEMENT (J-98-R1)Quota Share Reinsurance Agreement • November 12th, 2002 • Veterinary Pet Services Inc
THIS AGREEMENT is made and entered into by and between SCOTTSDALE INSURANCE COMPANY, an Ohio corporation having its principal place of business at Scottsdale, Arizona (hereinafter called the "Company") of the one part, and Veterinary Pet Insurance Company (hereinafter called the "Reinsurer") of the other part.
Indemnification AgreementIndemnification Agreement • January 24th, 2003 • Veterinary Pet Services Inc • Services-hospitals • California
THIS AGREEEMENT is made as of the 10th day of January, 2003, by and between Veterinary Pet Services, Inc., a California corporation ("VPSI"), Veterinary Pet Insurance Company, a California corporation ("VPI"), DVM Insurance Agency, Inc., a California corporation ("DVM"), and VPI Services, Inc., a California corporation ("VPIS"), on the one hand, and ("Indemnitee"), a Director of VPSI, VPI, DVM, and VPIS, on the other hand.
