Mediware Information Systems Inc Sample Contracts

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MEDIWARE INFORMATION SYSTEMS, INC., PROJECT RUBY PARENT CORP., AND PROJECT RUBY MERGER CORP. AGREEMENT AND PLAN OF MERGER Dated as of September 11, 2012
Merger Agreement • September 12th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design • New York

This AGREEMENT AND PLAN OF MERGER, dated as of September 11, 2012 (this “Agreement”), among Mediware Information Systems, Inc., a New York corporation (the “Company”), Project Ruby Parent Corp., a Delaware corporation (“Parent”), and Project Ruby Merger Corp., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

EMPLOYMENT AGREEMENT
Employment Agreement • January 12th, 2010 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is made effective as of January 11, 2010 (the “Contract Date”), between Mediware Information Systems, Inc., (hereinafter "the Company") and Michael Martens (hereinafter the “Executive"). The Executive’s employment with the Company shall begin on February 10, 2010 (the “Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 13th, 2010 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is entered into May 7, 2010 and made effective as of June 1, 2010 between Mediware Information Systems, Inc., (hereinafter "the Company") and John M. Damgaard (hereinafter the “Executive").

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 24th, 2009 • Mediware Information Systems Inc • Services-computer integrated systems design • Illinois

ASSET PURCHASE AGREEMENT, dated November 24, 2009, by and among Mediware Information Systems, Inc., a New York corporation (“Buyer”); Advantage Reimbursement, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Advantage Reimbursement, LLC”), Healthcare Automation, Inc., a Delaware corporation (“Seller”), Kenneth J. Pereira (“Pereira”); and David A. Belhumeur (“Belhumeur”).

EXHIBIT 10.26 LETTER OF COMMITMENT Fratelli Auriana ("Lender"), an entity controlled by Mr. Lawrence Auriana, Chairman of the Board of Directors of Mediware Information Systems, Inc. ("the Company" or "Borrower"), and the Company agree that Lender...
Letter of Commitment • October 16th, 2000 • Mediware Information Systems Inc • Services-computer integrated systems design

Fratelli Auriana ("Lender"), an entity controlled by Mr. Lawrence Auriana, Chairman of the Board of Directors of Mediware Information Systems, Inc. ("the Company" or "Borrower"), and the Company agree that Lender will loan the Company up to $2,000,000 as needed by the Company subject to the terms outlined below (the "New Loan"). Mr. Auriana agrees to provide funds to Fratelli Auriana should any be necessary to ensure Fratelli Auriana meets this obligation to the Company.

EMPLOYMENT AGREEMENT
Employment Agreement • July 1st, 2005 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is made as of the 27th day of June 2005 between Mediware Information Systems, Inc., (hereinafter "the Company") and Matthew Peterson (hereinafter "the Executive").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated as of August 30, 2012 (this “Amendment”) to the Employment Agreement (the “Agreement”) entered into on May 7, 2010 and made effective as of May 1, 2010 between Mediware Information Systems, Inc., a New York corporation (the “Company”), and Robert C. Weber (the “Executive”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

Mediware Information Systems, Inc.
Restricted Stock Award Agreement • December 2nd, 2011 • Mediware Information Systems Inc • Services-computer integrated systems design • New York

The Participant specified below has been granted this Restricted Stock Award (“Award”) by Mediware Information Systems, Inc., a New York corporation (the “Company”), under the terms of the Mediware Information Systems, Inc. 2011 Equity Incentive Plan (the “Plan”). The Award shall be subject to the Plan as well as the following terms and conditions (the “Award Agreement”):

VOTING AGREEMENT
Voting Agreement • September 12th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design • New York

THIS VOTING AGREEMENT (this "Agreement") is made and entered into as of September 11, 2012 by and between Project Ruby Parent Corp., a Delaware corporation ("Parent"), and the undersigned stockholder ("Holder") of Mediware Information Systems, Inc., a New York corporation (the "Company").

RECITALS
Agreement Regarding Collection of Accounts Receivable and Servicing of Customers as Related to Deferred Revenues • October 14th, 1997 • Mediware Information Systems Inc • Services-computer integrated systems design • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2004 • Mediware Information Systems Inc • Services-computer integrated systems design • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is made as of the 13th day of December, 2004 between Mediware Information Systems, Inc., (hereinafter "the Company") and Donnie L. Jackson (hereinafter "the Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • February 7th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is made effective as of February 2, 2012 (the “Contract Date”), between Mediware Information Systems, Inc., (hereinafter "the Company") and Robert Watkins (hereinafter the “Executive"). The Executive’s shall become the Company’s Chief Financial Officer on February 15, 2012 (the “Effective Date”).

AMENDMENT TO PERFORMANCE-BASED NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Performance-Based Non-Qualified Stock Option Award Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated August 30, 2012 (this “Amendment”) to the Performance-Based Non-Qualified Stock Option Award Agreement (the “Agreement”) dated February 2, 2012, by and between Mediware Information Systems, Inc., a New York corporation (the “Company”), and Robert Watkins (the “Grantee”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

AMENDED AND RESTATED PURCHASE AGREEMENT by and among MEDIWARE INFORMATION SYSTEMS, INC. ADVANTAGE REIMBURSEMENT, LLC HEALTHCARE AUTOMATION, INC. DAVID A. BELHUMEUR and KENNETH J. PEREIRA
Purchase Agreement • December 15th, 2009 • Mediware Information Systems Inc • Services-computer integrated systems design • Illinois

AMENDED AND RESTATED PURCHASE AGREEMENT (this “Agreement”), dated December 11, 2009, by and among Mediware Information Systems, Inc., a New York corporation (“Buyer”); Advantage Reimbursement, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“Advantage Reimbursement, LLC”), Healthcare Automation, Inc., a Delaware corporation (“HAI”), Kenneth J. Pereira (“Pereira”); and David A. Belhumeur (“Belhumeur”).

AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated August 30, 2012 (this “Amendment”) to the Restricted Stock Agreement (the “Agreement”) made as of May 7, 2010, by and between Mediware Information Systems, Inc., a New York corporation (the “Company”), and John M. Damgaard (the “Grantee”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated August 30, 2012 (this “Amendment”) to the Restricted Stock Agreement (the “Agreement”) made as of May 1, 2010, by and between Mediware Information Systems, Inc., a New York corporation (the “Company”), and Robert C. Weber (the “Grantee”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated as of August 30, 2012 (this “Amendment”) to the Employment Agreement (the “Agreement”) made effective as of July 31, 2009 between Mediware Information Systems, Inc., a New York corporation (the “Company”), and Alan Wittmer (the “Executive”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • October 12th, 2005 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS EMPLOYMENT AGREEMENT (hereinafter "this Agreement") is made effective as of October 10, 2005 (the "Effective Date"), between Mediware Information Systems, Inc., (hereinafter "the Company") and James F. Burgess (hereinafter the "Executive").

Mediware Information Systems, Inc.
Restricted Stock Unit Award Agreement • December 2nd, 2011 • Mediware Information Systems Inc • Services-computer integrated systems design • New York

The Participant specified below has been granted this Restricted Stock Unit Award (“Award”) by Mediware Information Systems, Inc., a New York corporation (the “Company”), under the terms of the Mediware Information Systems, Inc. 2011 Equity Incentive Plan (the “Plan”). The Award shall be subject to the Plan as well as the following terms and conditions (the “Award Agreement”):

Mediware Information Systems, Inc.
Non-Qualified Stock Option Award Agreement • December 2nd, 2011 • Mediware Information Systems Inc • Services-computer integrated systems design • New York

The Participant specified below has been granted this Non-Qualified Stock Option (the “Option”) by Mediware Information Systems, Inc., a New York corporation (the “Company”), under the terms of the Mediware Information Systems, Inc. 2011 Equity Incentive Plan (the “Plan”). The Option shall be subject to the Plan as well as the following terms and conditions (the “Option Agreement”):

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated August 30, 2012 (this “Amendment”) to the Employment Agreement (the “Agreement”) made effective as of July 31, 2009 between Mediware Information Systems, Inc., a New York corporation (the “Company”), and Alan Wittmer (the “Grantee”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

MEDIWARE INFORMATION SYSTEMS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • September 2nd, 2005 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS AGREEMENT, made as of the Grant Date set forth below, by and between Mediware Information Systems, Inc., a New York corporation having its principal place of business at the address set forth below (hereinafter called the “Company”), and the individual whose name and residence appear below on the first page of this Agreement (hereinafter called “Optionee”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated as of August 30, 2012 (this “Amendment”) to the Employment Agreement (the “Agreement”) made effective as of February 2, 2012 between Mediware Information Systems, Inc., a New York corporation (the “Company”), and Robert Watkins (the “Executive”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 24th, 2009 • Mediware Information Systems Inc • Services-computer integrated systems design • Illinois

INDEMNIFICATION AGREEMENT, dated November __, 2009, by and among Mediware Information Systems, Inc., a New York corporation (“Mediware”); Advantage Reimbursement, LLC, a Delaware limited liability company (“Advantage Reimbursement, LLC” and together with Mediware, the “Buyers”); Healthcare Automation, Inc., a Delaware corporation (“Healthcare Automation”); Advantage Reimbursement, Inc., a Massachusetts corporation (“Advantage Reimbursement, Inc.”); Kenneth J. Pereira (“Pereira”); and David A. Belhumeur (“Belhumeur”).

JAC COMPUTER SERVICES LTD EMPLOYMENT CONTRACT
Employment Contract • July 30th, 2008 • Mediware Information Systems Inc • Services-computer integrated systems design

This contract sets out the main particulars of the terms and conditions of employment with JAC Computer Services Limited, hereinafter called the Company. This contract acts as the Principal Statement under the Employment Rights Act 1996.

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated as of August 30, 2012 (this “Amendment”) to the Employment Agreement (the “Agreement”) entered into on May 7, 2010 and made effective as of June 1, 2010 between Mediware Information Systems, Inc., a New York corporation (the “Company”), and John M. Damgaard (the “Grantee”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

MEDIWARE INFORMATION SYSTEMS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • September 2nd, 2005 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS AGREEMENT, made as of the Grant Date set forth below, by and between Mediware Information Systems, Inc., a New York corporation having its principal place of business at the address set forth below (hereinafter called the “Company”), and the individual whose name and address appear below on the first page of this Agreement (hereinafter called “Optionee”).

AMENDMENT TO RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • September 11th, 2012 • Mediware Information Systems Inc • Services-computer integrated systems design

AMENDMENT dated August 30, 2012 (this “Amendment”) to the Restricted Stock Agreement (the “Agreement”) made as of May 1, 2010, by and between Mediware Information Systems, Inc., a New York corporation (the “Company”), and Thomas K. Mann (the “Grantee”). Capitalized terms not defined in this Amendment shall have the meanings ascribed to them in the Agreement.

MEDIWARE INFORMATION SYSTEMS, INC. STOCK OPTION AGREEMENT
Stock Option Agreement • January 12th, 2010 • Mediware Information Systems Inc • Services-computer integrated systems design • Kansas

THIS AGREEMENT, made as of the Grant Date set forth below, by and between Mediware Information Systems, Inc., a New York corporation having its principal place of business at the address set forth below (hereinafter called the “Company”), and the individual whose name and address appear below on the first page of this Agreement (hereinafter called “Optionee”).

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