Registration Rights Agreement Dated as of October 7, 1996Registration Rights Agreement • October 31st, 1996 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • New York
DUE 2013Indenture • December 24th, 2003 • Neighborcare Inc • Services-skilled nursing care facilities • New York
Exhibit 10.46 AMENDED AND RESTATED PARTICIPATION AGREEMENT Dated as of October 7, 1996Participation Agreement • December 30th, 1996 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
Exhibit 10.45 AMENDED AND RESTATED LEASE AND AGREEMENT Dated as of October 7, 1996Lease Agreement • December 30th, 1996 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
This VOTING AGREEMENT (this "Agreement"), dated as of July 28, 2002, is --------- by and among Kevin B. Shaw (the "Stockholder"), NCS HealthCare, Inc., a Delaware ----------- corporation (the "Company"), and Genesis Health Ventures, Inc., a...Voting Agreement • July 29th, 2002 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Delaware
BACKGROUNDManagement Agreement • October 24th, 1997 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
CONFORMED COPY AGREEMENT AND PLAN OF MERGERMerger Agreement • July 29th, 2002 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Delaware
Exhibit 10.23 Warrant Agreement WARRANT AGREEMENT by and between GENESIS HEALTH VENTURES, INC.Warrant Agreement • December 28th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • New York
WITNESSETH ----------Employment Agreement • December 24th, 2003 • Neighborcare Inc • Services-skilled nursing care facilities • Maryland
among GENESIS HEALTH VENTURES, INC. as Borrower, andCredit Agreement • December 9th, 2003 • Neighborcare Inc • Services-skilled nursing care facilities • New York
EXHIBIT (a)(11) NEIGHBORCARE, INC. 2004 PERFORMANCE INCENTIVE PLAN RESTRICTED STOCK AGREEMENT RS No. 2004-002 --- Grantee: Robert Smith Date: June 15, 2004 ------------ An Award of Restricted Stock is hereby awarded on the date set forth above (the...Restricted Stock Agreement • June 22nd, 2004 • Neighborcare Inc • Retail-drug stores and proprietary stores • Pennsylvania
Exhibit 10.25 GENESIS HEALTH VENTURES, INC. REGISTRATION RIGHTS AGREEMENT Dated October 2, 2001Registration Rights Agreement • December 28th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • New York
BACKGROUND Employee has been employed by Employer as its Chief Executive Officer since the founding of the corporation. Employer and Employee desire to continue Employee's employment and to amend and restate the existing employment agreement between...Employment Agreement • May 15th, 1997 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
Exhibit 10.1 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT TABLE OF CONTENTSStockholders Agreement • November 30th, 1999 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Delaware
ARTICLE I DEFINITIONSIndenture • December 29th, 1998 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • New York
WITNESSETHEmployment Agreement • December 28th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
WITNESSETHEmployment Agreement • June 30th, 2004 • Neighborcare Inc • Retail-drug stores and proprietary stores • Maryland
Exhibit 10.20 EMPLOYMENT AGREEMENT This Agreement is made as of this 2nd day of October, 2001, by and between GENESIS HEALTH VENTURES, INC., a Delaware corporation (the "Company"), and RICHARD R. HOWARD ("Executive"). WHEREAS, the Company desires to...Employment Agreement • December 28th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
BACKGROUNDEmployment Agreement • January 26th, 1998 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 20, 1999Credit Agreement • September 15th, 1999 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
JOINT FILING AGREEMENTJoint Filing Agreement • February 22nd, 2002 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the Common Stock of Genesis Health Ventures, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of February 21, 2002.
Dated as of November 4, 2003 by and amongRegistration Rights Agreement • December 24th, 2003 • Neighborcare Inc • Services-skilled nursing care facilities • New York
EMPLOYMENT AGREEMENT This Agreement is made as of this 7th day of July, 2003, by and between GENESIS HEALTH VENTURES, INC., a Delaware corporation (the "Company"), and JOHN ARLOTTA ("Executive"). WHEREAS, the Company desires to employ Executive, and...Employment Agreement • December 24th, 2003 • Neighborcare Inc • Services-skilled nursing care facilities • Delaware
a)(40) AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT (this "Amendment"), dated as of July 5, 2005, between NeighborCare, Inc., a Pennsylvania corporation (the "Company"), and StockTrans, Inc., as Rights Agent (the "Rights Agent"). R E C I T A L S...Rights Agreement • July 8th, 2005 • Neighborcare Inc • Retail-drug stores and proprietary stores • Pennsylvania
INDENTUREIndenture • December 28th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • New York
Exhibit 10.19 EMPLOYMENT AGREEMENT This Agreement is made as of this 2nd day of October, 2001, by and between GENESIS HEALTH VENTURES, INC., a Delaware corporation (the "Company"), and GEORGE V. HAGER, JR. ("Executive"). WHEREAS, the Company desires...Employment Agreement • December 28th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
BACKGROUNDStock Purchase Agreement • October 24th, 1997 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
Letter of IntentLetter of Intent • August 23rd, 1999 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities
December 16, 2002 Via Telecopy and Overnight Courier NCS HealthCare, Inc. 3201 Enterprise Parkway, Suite 220 Beachwood, Ohio 44122 Attn: Jon H. Outcalt Chairman of the Board of Directors Dear Mr. Outcalt: Reference is made to the Agreement and Plan of...Merger Agreement • December 17th, 2002 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities
AMENDMENT TO EMPLOYMENT AGREEMENT DATED AS OF JULY 7, 2003, AND AMENDED DECEMBER 9, 2003, BY AND BETWEEN GENESIS HEALTH VENTURES AND JOHN ARLOTTAEmployment Agreement • June 22nd, 2004 • Neighborcare Inc • Retail-drug stores and proprietary stores
Exhibit 10.21 EMPLOYMENT AGREEMENT This Agreement is made as of this 2nd day of October, 2001, by and between GENESIS HEALTH VENTURES, INC., a Delaware corporation (the "Company"), and DAVID C. BARR ("Executive"). WHEREAS, the Company desires to...Employment Agreement • December 28th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
INDENTUREIndenture • September 18th, 2001 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • New York
EXHIBIT AJoint Filing Agreement • February 11th, 2002 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Genesis Health Ventures, Inc., dated as of February 11, 2002, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
between MELLON FINANCIAL SERVICES CORPORATION #4, as Lessor, and GENESIS ELDERCARE PROPERTIES, INC., as LesseeLease Agreement • May 15th, 1997 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Pennsylvania
CONFORMED COPY VOTING AGREEMENT This VOTING AGREEMENT (this "Agreement"), dated as of July 28, 2002, is by and among Jon H. Outcalt (the "Stockholder"), NCS HealthCare, Inc., a Delaware corporation (the "Company"), and Genesis Health Ventures, Inc., a...Voting Agreement • July 29th, 2002 • Genesis Health Ventures Inc /Pa • Services-skilled nursing care facilities • Delaware
