Concentra Group Holdings Parent, Inc. Sample Contracts

Concentra Group Holdings Parent, Inc. [ · ] Shares of Common Stock Underwriting Agreement
Underwriting Agreement • July 15th, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • New York

Concentra Group Holdings Parent, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities, Goldman Sachs & Co. LLC and BofA Securities, Inc. are acting as representatives (the “Representatives”), an aggregate of [ · ] shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ · ] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

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FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

This Indemnification Agreement (this “Agreement”) is made and entered into this ___ day of _______, 2024, by and between Concentra Group Holdings Parent, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate, any Enterprise (as hereinafter defined) controlled directly or indirectly by the Company), and __________ (the “Indemnitee”).

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CREDIT AGREEMENT consisting of a $850,000,000 Initial Term Loan Facility, and a $400,000,000 Revolving Credit Facility dated as of July 26, 2024 by and among CONCENTRA GROUP HOLDINGS PARENT, INC., as Holdings CONCENTRA HEALTH SERVICES, INC., as the...
Credit Agreement • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • New York

CREDIT AGREEMENT dated as of July 26, 2024, by and among CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (“Holdings”), CONCENTRA HEALTH SERVICES, INC., a Nevada corporation (the “Borrower”), the LENDERS and ISSUING BANKS party hereto from time to time and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.

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CONCENTRA GROUP HOLDINGS PARENT, INC. NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE 2024 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • August 22nd, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Concentra Group Holdings Parent, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Concentra Group Holdings Parent, Inc. 2024 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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CONCENTRA GROUP HOLDINGS PARENT, INC. INCENTIVE STOCK OPTION AGREEMENT UNDER THE 2024 EQUITY INCENTIVE PLAN
Incentive Stock Option Agreement • August 22nd, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

This Incentive Stock Option Award Agreement (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Concentra Group Holdings Parent, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Concentra Group Holdings Parent, Inc. 2024 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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TAX MATTERS AGREEMENT by and between SELECT MEDICAL HOLDINGS CORPORATION and CONCENTRA GROUP HOLDINGS PARENT, INC. Dated as of July 26, 2024
Tax Matters Agreement • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

TAX MATTERS AGREEMENT dated as of July 26, 2024 (this “Agreement”) by and between SELECT MEDICAL HOLDINGS CORPORATION, a Delaware corporation (“Select”), and CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation, and an indirect wholly owned Subsidiary of Select (“Concentra” and together with Select, the “Parties”).

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SEPARATION AGREEMENT by and between SELECT MEDICAL CORPORATION and CONCENTRA GROUP HOLDINGS PARENT, INC. Dated as of July 26, 2024
Separation Agreement • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

SEPARATION AGREEMENT, dated as of July 26, 2024, by and between SELECT MEDICAL CORPORATION, a Delaware corporation (“Select”), and CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (“Concentra”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in ARTICLE I hereof.

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Transition Services Agreement
Transition Services Agreement • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 26, 2024, is between SELCT MEDICAL CORPORATION, a Delaware corporation (“Select”), and CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (“Concentra”).

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EMPLOYEE MATTERS AGREEMENT by and between Select Medical Corporation and Concentra Group Holdings Parent, Inc. Dated as of July 26, 2024
Employee Matters Agreement • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

EMPLOYEE MATTERS AGREEMENT, dated as of July 26, 2024, by and between Select Medical Corporation, a Delaware corporation (“Select”), and Concentra Group Holdings Parent, Inc., a Delaware corporation (“Concentra” and, each of Select and Concentra, a “Party” and together, the “Parties”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Texas

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into this 19th day of August, 2015, by and between CONCENTRA INC., a Delaware corporation, having an office address of 5080 Spectrum Drive, Suite 1200W, Addison, TX 75001 (“Employer”), and MATTHEW DICANIO, an individual, residing at 3411 Harvard Avenue, Dallas, TX 75205 (“Employee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • July 15th, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Texas

This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 25th day of June, 2015 (the “Effective Date”) by and between Concentra Inc., a Delaware corporation (the “Company”), and Keith Newton (the “Executive”).

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FORM OF MEDICAL CENTER MANAGEMENT AND CONSULTING AGREEMENT BY AND BETWEEN CONCENTRA HEALTH SERVICES, INC. A Nevada Corporation AND A ____________ [date]
Medical Center Management and Consulting Agreement • June 14th, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec

This Medical Center Management and Consulting Agreement (the "Agreement") is made and entered into effective as of this the date set forth on the signature page hereto (the "Effective Date") by and between CONCENTRA HEALTH SERVICES, INC., a Nevada corporation (the "Corporation"), and ______________, __, a __________ (the "Association").

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SUPPLEMENTAL INDENTURE TO BE DELIVERED IN CONNECTION WITH THE ASSUMPTION
Supplemental Indenture • August 1st, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 26, 2024, by and among Concentra Health Services, Inc., a Nevada corporation (the “Issuer”), the guarantors party hereto (each, a “Guarantor”) and U.S. Bank Trust Company, National Association, as trustee under the Indenture referred to below (the “Trustee”).

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Re: Employment Letter Agreement: New Employment, Bonus. Stock Options, Severance Benefits, and Restrictive Covenants
Employment Agreement • July 15th, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec

Congratulations on your employment as Senior Vice President, Chief Financial Officer with Concentra Inc., a Delaware corporation (“Concentra”). In addition to your base salary, you will also be entitled to receive other compensation and benefits, including, but not limited to an annual target bonus and one-time sign-on bonus, stock options, and severance benefits, all as more specifically set forth in your offer letter. As you know, your employment, salary, bonuses, stock options, and severance benefits (hereafter referred to as the “Consideration”) were conditioned on your agreement to honor the covenants and other agreements set forth herein in favor of Concentra and its subsidiaries and affiliates (collectively, the “Company”).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of October 25, 2024 between CONCENTRA, INC., a Delaware corporation, having an address at 5080 Spectrum Drive, Suite 1200W, Addison, TX 75001 (the “Employer”), and MATTHEW T. DICANIO, an individual, now residing at 3612 Lindenwood Avenue, Dallas, TX 75205 (the “Employee”).

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CONCENTRA GROUP HOLDINGS PARENT, INC. RESTRICTED STOCK AWARD AGREEMENT UNDER THE 2024 EQUITY INCENTIVE PLAN
Restricted Stock Award Agreement • August 22nd, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec

This Restricted Stock Award Agreement (this “Agreement”) is made as of [Grant Date] (the “Grant Date”), between CONCENTRA GROUP HOLDINGS PARENT, INC., a Delaware corporation (the “Company”), and [Name of Grantee], an individual (the “Participant”).

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CONCENTRA GROUP HOLDINGS PARENT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE 2024 EQUITY INCENTIVE PLAN
Restricted Stock Unit Award Agreement • August 22nd, 2024 • Concentra Group Holdings Parent, Inc. • Services-specialty outpatient facilities, nec • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Concentra Group Holdings Parent, Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Concentra Group Holdings Parent, Inc. 2024 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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