Lee Samuel Sang-Bum Sample Contracts

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 20th, 2007 • Lee Samuel Sang-Bum • Services-offices & clinics of doctors of medicine • Delaware

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is entered into and made effective as of August 8, 2007 (the “Effective Date”), by and between Alta Hospitals System, LLC, a California limited liability company (“Employer”) and Samuel S. Lee, an individual (“Executive”).

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FORM OF VOTING AGREEMENT
Voting Agreement • August 20th, 2007 • Lee Samuel Sang-Bum • Services-offices & clinics of doctors of medicine • Delaware

VOTING AGREEMENT (this “Agreement”), dated as of August , 2007, by and between (the “Stockholder”), and Samuel S. Lee, a shareholder (the “Shareholder”) of Alta Healthcare System, Inc., a California corporation (the “Company”).

SECOND AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 15th, 2008 • Lee Samuel Sang-Bum • Services-offices & clinics of doctors of medicine

This Second Amendment to Executive Employment Agreement (“Second Amendment”) is effective as of the 8th day of July, 2008 (the “Effective Date”) by and among Prospect Medical Holdings, Inc., a Delaware corporation (“PMH”), Alta Hospitals System, LLC, a California limited liability company (“Alta”) and Samuel S. Lee, an individual (“Executive”) with reference to the following:

PROSPECT MEDICAL HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 20th, 2007 • Lee Samuel Sang-Bum • Services-offices & clinics of doctors of medicine • California
AGREEMENT AND PLAN OF REORGANIZATION by and among PROSPECT MEDICAL HOLDINGS, INC. PROSPECT HOSPITALS SYSTEM, LLC ALTA HEALTHCARE SYSTEM, INC. and THE SHAREHOLDERS OF ALTA HEALTHCARE SYSTEM, INC. Dated as of July 25, 2007
Merger Agreement • August 20th, 2007 • Lee Samuel Sang-Bum • Services-offices & clinics of doctors of medicine • California

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 25, 2007, by and among Prospect Medical Holdings, Inc., a Delaware corporation (“Holdings”), Prospect Hospitals System, LLC, a California limited liability company and wholly-owned subsidiary of Holdings (“Sub”), Alta HealthCare System, Inc., a California corporation (“Company”) and the shareholders of the Company (individually, a “Shareholder” and collectively, the “Shareholders”). The Shareholders are listed on Exhibit A to this Agreement.

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