BACKGROUNDEmployment Agreement • May 10th, 2004 • First Health Group Corp • Hospital & medical service plans • Illinois
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS 18 3.1 Organization of HCA and Holdings 18 3.2 Organization and Capitalization of CCN and PW 18 3.3 Organization and Capitalization of the CCN Subsidiaries 19 3.4 Organization and Capitalization of...Stock Purchase Agreement • August 27th, 2001 • First Health Group Corp • Hospital & medical service plans • Tennessee
WITNESSETHEmployment Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
and Illinois Stock Transfer Company and LaSalle National Bank,Rights Agreement • March 24th, 1999 • First Health Group Corp • Insurance agents, brokers & service • Delaware
FIRST AMENDMENT TO THE RIGHTS AGREEMENT BETWEEN FIRST HEALTH GROUP CORP., ILLINOIS STOCK TRANSFER COMPANY AND LA SALLE NATIONAL BANKRights Agreement • February 14th, 2000 • First Health Group Corp • Insurance agents, brokers & service
1 EXHIBIT 10 CREDIT AGREEMENTCredit Agreement • July 14th, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
EXHIBIT 10.22 EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of January, 2002, by and between James C. Smith (the "Employee") and First Health Group Corp., a Delaware corporation (the...Employment Agreement • March 26th, 2003 • First Health Group Corp • Hospital & medical service plans • Illinois
1 EXHIBIT 4.2 FIRST HEALTH GROUP CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 20th day of March, 2001, by and between FIRST HEALTH GROUP CORP., a Delaware corporation (the "Company"), and EDWARD L. WRISTEN (the...Stock Option Agreement • August 15th, 2001 • First Health Group Corp • Hospital & medical service plans • Delaware
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED MAY 1, 1999, BETWEEN FIRST HEALTH GROUP CORP. AND JOSEPH E. WHITTERSEmployment Agreement • March 12th, 2004 • First Health Group Corp • Hospital & medical service plans
AGREEMENT --------- The Company and Executive hereby agree as follows:Change in Control Severance Agreement • November 5th, 2004 • First Health Group Corp • Hospital & medical service plans • Illinois
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE SELLERSStock Purchase Agreement • July 14th, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • New York
EXHIBIT 10.2 Exhibit 1 FIRST HEALTH GROUP CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 22nd day of March, 2004, by and between FIRST HEALTH GROUP CORP. a Delaware corporation (the "Company"), and WILLIAM MCMANAMAN...Stock Option Agreement • May 10th, 2004 • First Health Group Corp • Hospital & medical service plans • Delaware
Exhibit 10.113 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of the 18th day of May, 1999, by and between James C. Smith (the "Employee") and First Health Group Corp., a Delaware corporation (the "Company"). IN...Employment Agreement • March 24th, 2000 • First Health Group Corp • Insurance agents, brokers & service • Illinois
BACKGROUNDEmployment Agreement • March 24th, 2000 • First Health Group Corp • Insurance agents, brokers & service • Illinois
1 Exhibit 10.96 HEALTHCARE COMPARE CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of January, 1997, by and between HEALTHCARE COMPARE CORP., a Delaware corporation (the "Company"), and JAMES C. SMITH (the...Stock Option Agreement • March 31st, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Delaware
CREDIT AGREEMENT amongCredit Agreement • May 14th, 2002 • First Health Group Corp • Hospital & medical service plans
WITNESSETHEmployment Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
BACKGROUNDEmployment Agreement • March 26th, 1998 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
BACKGROUNDEmployment Agreement • March 24th, 2000 • First Health Group Corp • Insurance agents, brokers & service • Illinois
EXHIBIT 2.2 AGREEMENT AND ACKNOWLEDGEMENT WITH RESPECT TO STOCK PURCHASE AGREEMENT This AGREEMENT AND ACKNOWLEDGEMENT ("Agreement") is made and entered into as of August 16, 2001, by and among HCA Inc., a Delaware corporation formerly known as HCA -...Stock Purchase Agreement • August 27th, 2001 • First Health Group Corp • Hospital & medical service plans
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT By and among FIRST HEALTH GROUP CORP. (f/k/a HealthCare Compare Corp.), as Borrower, LASALLE NATIONAL BANK, as Administrative Agent, Issuing Bank and Lender, FIRST CHICAGO CAPITAL MARKETS,...Credit Agreement • March 29th, 1999 • First Health Group Corp • Insurance agents, brokers & service • Illinois
Exhibit 10.97 HEALTHCARE COMPARE CORP. STOCK OPTION AGREEMENT THIS AGREEMENT is made and entered into as of the 1st day of January, 1997, by and between HEALTHCARE COMPARE CORP., a Delaware corporation (the "Company"), and JAMES C. SMITH (the...Stock Option Agreement • March 31st, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Delaware
UTILIZATION REVIEW AGREEMENTUtilization Review Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
OFFICE LEASEOffice Lease • June 5th, 1998 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service
HEALTHCARE COMPARE CORP. PPO AGREEMENT FOR GOVERNMENT EMPLOYEES HOSPITAL ASSOCIATION, INC.Ppo Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
AGREEMENT AND PLAN OF MERGER BY AND AMONG COVENTRY HEALTH CARE, INC., COVENTRY MERGER SUB INC. and FIRST HEALTH GROUP CORP. Dated as of October 13, 2004Merger Agreement • October 14th, 2004 • First Health Group Corp • Hospital & medical service plans • New York
This AGREEMENT AND PLAN OF MERGER, dated as of October 13, 2004 (this “Agreement”), by and among Coventry Health Care, Inc., a Delaware corporation (“Parent”), Coventry Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and First Health Group Corp., a Delaware corporation (the “Company”).
1 Exhibit 10.95 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of January, 1997, by and between James C. Smith (the "Employee") and HealthCare COMPARE Corp., a Delaware corporation (the "Company"). IN...Employment Agreement • March 31st, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
EXHIBIT 10.30 FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT, DATED AS OF JANUARY 1, 2001, BETWEEN FIRST HEALTH GROUP CORP. AND EDWARD L. WRISTEN THIS AMENDMENT is made and entered into as of the 31st day of December, 2003 (the "Effective Date"), by and...Employment Agreement • March 12th, 2004 • First Health Group Corp • Hospital & medical service plans
1 Exhibit 10.99 AMENDED AND RESTATED SYSTEM AGREEMENT THIS AGREEMENT is made and entered into this 1st day of September, 1995 ("Effective Date") by and between ELECTRONIC DATA SYSTEMS CORPORATION, a Texas corporation, having a place of business at...System Agreement • March 31st, 1997 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Texas
WITNESSETH:Retainer Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
1 Ex-10.109 AMENDED AND RESTATED CREDIT AGREEMENT Dated a' of October 229 1997 by and among HEALTHCARE COMPARE CORP., as Borrower LASALLE NATIONAL BANK as Administrabve Agent, Issuing Bank and Lender, FIRST CHICAGO CAP1IAL MARKETS, INC. as Syndication...Credit Agreement • June 5th, 1998 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service • Illinois
November 15, 2004Merger Agreement • November 15th, 2004 • First Health Group Corp • Hospital & medical service plans
As you are aware, we have entered into a merger agreement with Coventry Health Care, Inc., pursuant to which we will merge into a wholly owned subsidiary of Coventry. In connection with the merger, we are offering to purchase all of First Health’s outstanding options for cash. The price we are offering for all options is equal to the greater of (i) the amount by which $18.75 exceeds the exercise price of the options, if any, or (ii) $1.25, less applicable tax withholdings. The offer applies to all of your options, whether vested or unvested and regardless of exercise price. No options will be purchased unless the conditions to completion of the merger have been satisfied or waived. These and other important terms of the offer are described in the Offer to Purchase that accompanies this letter.
FIRST HEALTH GROUP CORP. Downers Grove, IllinoisMerger Agreement • October 19th, 2004 • First Health Group Corp • Hospital & medical service plans
As you have been advised, First Health Group Corp. (“First Health”) is contemplating entering into a merger agreement with a subsidiary of Coventry Health Care, Inc. (“Coventry”), pursuant to which First Health would merge with such subsidiary and become a subsidiary of Coventry and each holder of common stock of First Health will receive shares of Coventry common stock and cash, as has been orally described to you when we provided you this letter (such consideration or any other price paid by Coventry in the merger being the “Deal Consideration”). In connection with such merger, Coventry and First Health intend to offer to holders of First Health stock options the election to have their options accelerated and cashed out, instead of being rolled over into options of Coventry pursuant to the merger agreement without additional vesting. The following briefly describes each of these treatments:
FIRST AMENDMENT TO THE UTILIZATION REVIEW AGREEMENT DATED JANUARY 1, 1989 BETWEEN HEALTHCARE COMPARE CORP. AND NATIONAL ASSOCIATION OF LETTER CARRIERS HEALTH BENEFIT PLANUtilization Review Agreement • March 29th, 1996 • Healthcare Compare Corp/De/ • Insurance agents, brokers & service
AGREEMENT ---------Subcontract Agreement • March 26th, 2003 • First Health Group Corp • Hospital & medical service plans
