BY AND AMONGStock Purchase Agreement • May 30th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Florida
EXHIBIT 1.1 HEALTHSPRING, INC. [17,000,000] SHARES OF COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2006 • HealthSpring, Inc. • Hospital & medical service plans • New York
EXHIBIT 4.4 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is made as of __________, 2006 by and among (i) HealthSpring, Inc., a Delaware corporation (formerly known as NewQuest...Stockholders Agreement • January 19th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
EXHIBIT 10.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of March 1, 2005, by and among (i) NewQuest Holdings, Inc., a Delaware corporation (the "Company"), (ii) GTCR Fund VIII, L.P., a Delaware limited...Stock Purchase Agreement • October 11th, 2005 • HealthSpring, Inc. • Delaware
CREDIT AGREEMENT DATED AS OF APRIL 21, 2006, AMONG HEALTHSPRING, INC., AS BORROWER,Credit Agreement • April 27th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • New York
HEALTHSPRING, INC. (a Delaware corporation) 7,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2011 • HealthSpring, Inc. • Hospital & medical service plans • New York
HealthSpring, Inc., a Delaware corporation (the “Company”), confirms its agreement with the Underwriters named in Schedule A-1 hereto ( the “Underwriter”), with respect to the sale by the Company and the purchase by the Underwriters, of an aggregate of 7,500,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to an aggregate of 1,125,000 additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share, of the Company (“Common Stock”). The Firm Shares and the Optional Shares that the Underwriter elects to purchase pursuant to Section 2 hereof are herein called the “Securities.”
CONTRACT(H1415) BetweenHealthSpring, Inc. • January 19th, 2006 • Hospital & medical service plans
EXHIBIT 99.1 HEALTHSPRING, INC. EMPLOYMENT AGREEMENT THIS AGREEMENT is made as this 25th day of May to be effective as of April 17, 2006, (the "Effective Date") between HealthSpring, Inc., a Delaware corporation (the "Company"), and Craig S. Schub...Employment Agreement • May 31st, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
180,000,000 CREDIT AGREEMENTCredit Agreement • January 19th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • New York
EXHIBIT 10.3 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (this "Agreement") is made as of March 1, 2005, among GTCR Golder Rauner II, L.L.C., a Delaware limited liability company ("GTCR"), NewQuest Holdings, Inc., a Delaware...Professional Services Agreement • October 11th, 2005 • HealthSpring, Inc. • Delaware
EXHIBIT 10.11 HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (DIRECTORS)Restricted Share Award Agreement • January 19th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 24, 2011 BY AND AMONG CIGNA CORPORATION, CIGNA MAGNOLIA CORP. AND HEALTHSPRING, INC.Agreement and Plan of Merger • October 27th, 2011 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of October 24, 2011 (this “Agreement”), by and among CIGNA CORPORATION, a Delaware corporation (“Parent”), CIGNA MAGNOLIA CORP., a newly formed Delaware corporation and an indirect, wholly-owned Subsidiary of Parent (“Merger Sub”), and HEALTHSPRING, INC., a Delaware corporation (the “Company”).
EXHIBIT 10.8 HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON- QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of _______________, 2006 (the "Grant Date"), by and between HealthSpring,...Non-Qualified Stock Option Agreement • January 19th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
RECITALSIndemnification Agreement • January 19th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
CONTRACT (P00900) BetweenHealthSpring, Inc. • October 11th, 2005
EXHIBIT 4.3 REGISTRATION AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of March 1, 2005, by and among (i) NewQuest Holdings, Inc., a Delaware Corporation (the "Company"), (ii) GTCR Fund VIII, L.P., a Delaware limited...Registration Agreement • October 11th, 2005 • HealthSpring, Inc. • Delaware
EXHIBIT 10.9 HEALTHSPRING, INC. INCENTIVE STOCK OPTION AGREEMENT THIS INCENTIVE STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as of this _____ day of _______________, 2006 (the "Grant Date"), by and between HealthSpring, Inc., a...Incentive Stock Option Agreement • January 19th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
CREDIT AGREEMENT Dated as of February 11, 2010 among HEALTHSPRING, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer,...Credit Agreement • February 12th, 2010 • HealthSpring, Inc. • Hospital & medical service plans • New York
This CREDIT AGREEMENT is entered into as of February 11, 2010 among HEALTHSPRING, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
WITNESETH:Service Management Agreement • December 9th, 2005 • HealthSpring, Inc. • Hospital & medical service plans • Texas
CONTRACT (H4454) BetweenHealthSpring, Inc. • January 19th, 2006 • Hospital & medical service plans
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Directors)Restricted Share Award Agreement • May 14th, 2007 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of , 2007 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the “Company”), and , the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthSpring, Inc. 2006 Equity Incentive Plan (the “Plan”).
BetweenHealthSpring, Inc. • October 11th, 2005
BETWEENJoint Enterprise Agreement • April 3rd, 2006 • HealthSpring, Inc. • Hospital & medical service plans • Tennessee
HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • June 1st, 2010 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of , 20_____ (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan (the “Plan”).
HealthSpring, Inc. =Shares of Common Stock (Par Value $0.01 Per Share) Underwriting AgreementUnderwriting Agreement • September 26th, 2006 • HealthSpring, Inc. • Hospital & medical service plans • New York
Goldman, Sachs & Co. Citigroup Global Markets Inc., and UBS Securities LLC As Representatives of the several Underwriters named in Schedule I hereto,
HEALTHSPRING, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2009 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 19th day of April, 2009 (the “Effective Date”) between HealthSpring, Inc., a Delaware corporation (the “Company”), and Gerald V. Coil (“Executive”).
RECITALSIpa Services Agreement • December 9th, 2005 • HealthSpring, Inc. • Hospital & medical service plans • Texas
Amended and Restated Agreement and Plan of MergerAgreement and Plan of Merger • December 2nd, 2010 • HealthSpring, Inc. • Hospital & medical service plans • Maryland
This Amended and Restated Agreement and Plan of Merger (this “Agreement”) is made and entered into as of November 30, 2010 by and among HealthSpring, Inc., a Delaware corporation (“Acquiror”), BHI Acquisition Corporation, a Delaware corporation and an indirect wholly owned subsidiary of Acquiror (“Merger Sub”), Bravo Health, Inc., a Delaware corporation (“Target”), and Shareholder Representative Services, LLC, a Colorado limited liability company (the “Stakeholders’ Agent”).
HEALTHSPRING, INC. SEVERANCE AND NONCOMPETITION AGREEMENTSeverance and Noncompetition Agreement • August 4th, 2009 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS SEVERANCE AND NONCOMPETITION AGREEMENT (the “Agreement”), dated as of July 30, 2009, is by and between HealthSpring, Inc., a Delaware corporation (the “Company”), and Michael G. Mirt (“Executive”).
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Restricted Share Award Agreement • June 1st, 2010 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the _____ day of_____, 20_____ (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries, the “Company”), and , (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan (the “Plan”).
HEALTHSPRING, INC. NON-QUALIFIED STOCK OPTION AGREEMENT (Performance Vesting)Non-Qualified Stock Option Agreement • February 25th, 2011 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this _____ day of , 20 _____ (the “Grant Date”), by and between HealthSpring, Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthSpring, Inc. Amended and Restated 2006 Equity Incentive Plan (the “Plan”).
CONTRACT (H0150) BetweenHealthSpring, Inc. • January 19th, 2006 • Hospital & medical service plans
EXHIBIT 10.1 PURCHASE AND EXCHANGE AGREEMENTPurchase and Exchange Agreement • October 11th, 2005 • HealthSpring, Inc. • Illinois
HEALTHSPRING, INC. RESTRICTED SHARE AWARD AGREEMENT (Officers and Employees)Restricted Share Award Agreement • November 2nd, 2007 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ___, 2007 (the “Grant Date”), between HealthSpring, Inc., a Delaware corporation (the “Company”), and ___, (the “Grantee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the HealthSpring, Inc. 2006 Equity Incentive Plan (the “Plan”).
AMENDMENT AND RESTATEMENT AGREEMENT Dated as of October 22, 2010Credit Agreement • October 28th, 2010 • HealthSpring, Inc. • Hospital & medical service plans • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 22, 2010 among HEALTHSPRING, INC., a Delaware corporation (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), JPMORGAN CHASE BANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
