EXHIBIT 10.1 STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 29th, 2005 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec • Delaware
Exhibit 10.2 ESCROW AGREEMENT This ESCROW AGREEMENT (this "Agreement"), dated as of December 23, 2005, is by and among Health Fitness Corporation, a Minnesota corporation ("HFC"), Peter A. Egan, John F. Ellis, Jeff Lietz, Dimitri Dimoulakis, Dimitrios...Escrow Agreement • December 29th, 2005 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec • Texas
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 13th, 2000 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • California
EXHIBIT 10.12 SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2003 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • Minnesota
EXHIBIT 10.14 THIRD AMENDMENT TO LEASE AGREEMENT THIS AGREEMENT made this 25th day of August, 2003 between NEOC HOLDINGS LLC, a Minnesota limited liability company ("Landlord") and HEALTH FITNESS CORPORATION, a Minnesota corporation, f/k/a "Health...Lease Agreement • November 14th, 2003 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec
EXHIBIT 10.13 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 25th day of August, 2003 by and between JOHNSON & JOHNSON HEALTH CARE SYSTEMS INC., a New Jersey corporation ("HCS") located at...Asset Purchase Agreement • November 14th, 2003 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • New York
ARTICLE 1. RIGHT OF FIRST REFUSALShareholder Agreement • December 29th, 2005 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec
WITNESSETH:Registration Rights Agreement • November 16th, 2005 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec • New York
Earliest Number of Date of Exercise Shares Exercisable Immediately 18,750 July 1, 1998 18,750 July 1, 1999 18,750 July 1, 2000 18,750 The Consultant's stock options shall be governed by the terms of this Agreement and the Company's Stock Option...Consulting Agreement • August 14th, 1998 • Health Fitness Physical Therapy Inc • Services-misc health & allied services, nec • Minnesota
EXHIBIT 10.1 AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • May 15th, 2001 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • Minnesota
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 17th, 2004 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • Minnesota
I. EMPLOYMENTEmployment Agreement • March 28th, 2001 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • Minnesota
EMPLOYMENT AGREEMENT This Employment Agreement (the "Agreement") is entered into as of December 1, 2006, by and between Health Fitness Corporation (the "Company"), a Minnesota corporation, and Gregg Lehman ("Executive"). WHEREAS, Executive desires to...Employment Agreement • December 4th, 2006 • Health Fitness Corp /MN/ • Services-amusement & recreation services • Minnesota
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT This Second Amendment, dated as of August 6, 1997, is made by and between HEALTH FITNESS CORPORATION f/k/a Health Fitness Physical Therapy, Inc., a Minnesota corporation...Credit and Security Agreement • November 14th, 1997 • Health Fitness Physical Therapy Inc • Services-misc health & allied services, nec
RECITALSEmployment Agreement • May 16th, 2005 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec • Minnesota
EXHIBIT 10.1 FOURTH AMENDMENT TO CREDIT AGREEMENT This Amendment, dated as of June 6, 2006, but effective as of May 30, 2006, is made by and between HEALTH FITNESS CORPORATION, a Minnesota corporation (the "Borrower"), and WELLS FARGO BANK, NATIONAL...Credit Agreement • August 14th, 2006 • Health Fitness Corp /MN/ • Services-amusement & recreation services • Minnesota
BY AND AMONGSecurities Purchase Agreement • November 16th, 2005 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec • New York
RECITALSEmployment Agreement • March 30th, 2006 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec • Minnesota
STANDARD OFFICE LEASE AGREEMENT (NET) THIS LEASE AGREEMENT (hereinafter called the "Lease Agreement") made as of the 3rd day of September, 1997 by and between NORTHLAND CENTER LIMITED PARTNERSHIP, a Minnesota limited partnership having offices at...Lease Agreement • April 15th, 1998 • Health Fitness Physical Therapy Inc • Services-misc health & allied services, nec • Minnesota
RECITALSEmployment Agreement • March 30th, 2006 • Health Fitness Corp /MN/ • Services-misc health & allied services, nec • Minnesota
Execution] LOAN AND SECURITY AGREEMENT by and among HEALTH FITNESS CORPORATION as Borrower HEALTH FITNESS REHAB, INC. THE PREFERRED COMPANIES, INC. HEALTH FITNESS REHAB OF IOWA, INC. DUFFY & ASSOCIATES PHYSICAL THERAPY CORP. MEDLINK CORPORATION...Loan and Security Agreement • April 15th, 1998 • Health Fitness Physical Therapy Inc • Services-misc health & allied services, nec • New York
AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT AMENDMENT dated as of February 26, 1999, by and among Health Fitness Corporation, a Minnesota corporation ("Borrower"), Health Fitness Rehab, Inc., a Minnesota corporation ("HF Rehab"), The Preferred...Loan and Security Agreement • April 12th, 1999 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • New York
EXHIBIT 10.16 SECOND AMENDMENT TO CREDIT AGREEMENT AND WAIVER OF DEFAULTS This Amendment, dated as of May 14, 2004, but effective as of January 31, 2004, is made by and between HEALTH FITNESS CORPORATION, a Minnesota corporation (the "Borrower"), and...Credit Agreement • May 17th, 2004 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • Minnesota
RECITALS:Bridge Loan Agreement • November 14th, 1997 • Health Fitness Physical Therapy Inc • Services-misc health & allied services, nec • Minnesota
CONSENT AND AMENDMENT NO. 13 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 15th, 1999 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • New York
EXHIBIT 10.13 SECOND AMENDMENT TO LEASE AGREEMENT THIS AGREEMENT made this 12th day of June, 2002 between UNITED PROPERTIES INVESTMENT LLC, a Minnesota limited liability company ("Landlord") and HEALTH FITNESS CORPORATION, a Minnesota corporation,...Lease Agreement • August 13th, 2002 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec
EXHIBIT 10.11 CREDIT AGREEMENT BETWEEN HEALTH FITNESS CORPORATION AS BORROWER; WELLS FARGO BANK, NATIONAL ASSOCIATION, AS BANK CLOSING DATE: AUGUST 22, 2003 $7,500,000 REVOLVING CREDIT FACILITY (WELLS FARGO BANK LOGO) TABLE OF CONTENTSCredit Agreement • November 14th, 2003 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • Minnesota
1 Exhibit 10.12 AMENDMENT TO LEASE AGREEMENT THIS AGREEMENT made this 1st day of March, 2001 between UNITED PROPERTIES INVESTMENT LLC, a Minnesota limited liability company ("Landlord") and HEALTH FITNESS CORPORATION, a Minnesota corporation...Lease Agreement • March 28th, 2001 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec
STANDARD OFFICE LEASE AGREEMENT (NET) THIS LEASE AGREEMENT (hereinafter called the "Lease Agreement") made as of the 13th day of June, 1995, by and between NORTHLAND CENTER LIMITED PARTNERSHIP, a Minnesota limited partnership, having offices at 3501)...Lease Agreement • April 15th, 1997 • Health Fitness Physical Therapy Inc • Services-misc health & allied services, nec • Minnesota
MANCHESTER BUSINESS SERVICES, INC RETAINER AGREEMENT THIS AGREEMENT (the "Agreement") dated as of April 7, 1999 confirms that HEALTH FITNESS CORPORATION ("COMPANY") has engaged, as of the date hereof, Manchester Business Services, Inc. ("MBSI") to...Retainer Agreement • August 16th, 1999 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • Minnesota
AGREEMENT AND PLAN OF MERGER among TRUSTCO HOLDINGS, INC., TRUSTCO MINNESOTA, INC. and HEALTH FITNESS CORPORATION Dated as of January 20, 2010Merger Agreement • January 21st, 2010 • Health Fitness Corp /MN/ • Services-amusement & recreation services • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 20, 2010, is by and among Trustco Holdings, Inc., a Delaware corporation (“Parent”), Trustco Minnesota, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Health Fitness Corporation, a Minnesota corporation (the “Company”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2006 • Health Fitness Corp /MN/ • Services-amusement & recreation services • New York
CONSENT AND AMENDMENT NO. 10 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 16th, 1999 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • New York
AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT (this "Amendment") to the Employment Agreement (the "Agreement"), dated as of November 30, 2000, between Health Fitness Corporation (the "Company") and Jerry Noyce ("Executive"), is made and entered...Employment Agreement • December 4th, 2006 • Health Fitness Corp /MN/ • Services-amusement & recreation services
AMENDMENT NO. 16 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 30th, 2000 • Health Fitness Corp /Mn/ • Services-misc health & allied services, nec • New York
