1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made as of June 28, 1997 between UNIVERSAL STANDARD MEDICAL LABORATORIES, INC., a Michigan corporation (the "Company"), and PERRY C. McCLUNG ("Employee"). WHEREAS, the Company is engaged...Employment Agreement • November 14th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made as of August 4, 1997 between UNIVERSAL STANDARD MEDICAL LABORATORIES, INC., a Michigan corporation (the "Company"), and ALAN S. KER ("Employee"). WHEREAS, the Company is engaged in...Employment Agreement • November 14th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
Exhibit 99.2 PURCHASE AGREEMENT This AGREEMENT, dated as of this 16th day of July, 1998, by and between LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation ("Purchaser" or "LabCorp") and UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan...Purchase Agreement • July 21st, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • North Carolina
DATE]Non-Qualified Stock Option Agreement • May 15th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
DATE]Incentive Stock Option Agreement • May 15th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.11 SUBLEASE AGREEMENT This Sublease Agreement (the "Sublease") is made this 4th day of August, 1998, by and between UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation (the "Sublessor") and LABORATORY CORPORATION OF AMERICA...Sublease Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 99.12 July 30, 1998 Mr. Thomas Gorman Signal Capital Corp. 55 Ferncroft Road Danvers, Massachusetts 01923 Re: Amendment to Stockholders Agreement dated as of June 28, 1991 by and among Universal Standard Equity, Ltd., Westsphere Capital...Stockholders Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 10.1 UNIVERSAL STANDARD HEALTHCARE, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.4 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement"), dated as of August 3, 1998, is by and among Universal Standard Healthcare, Inc., a Michigan corporation (the "Company"), Laboratory Corporation of America Holdings, a Delaware...Voting Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
SUBLEASESublease • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
2. At the end of each of the above calendar quarters, Borrower's total funded debt excluding debt subordinated to the Bank and approximately $20,000.00 if quarterly Seller note interest payments to cash flow shall at no time be greater than:Business Loan Agreement • March 31st, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 99.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), dated as of August 3, 1998, is by and among Universal Standard Healthcare, Inc., a Michigan corporation ("Universal") and Universal Standard Healthcare of Delaware, Inc....Security Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.3 UNIVERSAL STANDARD HEALTHCARE, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 21st, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
ARTICLE 1. DEFINITIONSTransition Services Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.2 THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID...Warrant Agreement • August 14th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.2 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT is entered into this 8th day of March, 1999, by and among 26500 DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP ("26500"), whose address is 1400 North Woodward Avenue, Suite 250,...Lease Termination Agreement • May 17th, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 99.9 NON-COMPETE AGREEMENT This NON-COMPETE AGREEMENT("Agreement") is executed and delivered as of the 3rd day of August, 1998, by UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation, and all of its subsidiaries and affiliated...Non-Compete Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
WITNESSETH:Co-Marketing Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
March 8, 1999Agreement for Purchase and Sale • May 17th, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
RECITALSRevolving Credit and Loan Agreement • April 1st, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
July 31, 1998 Mr. Thomas R. Donahue and Mr. Yi Tsai Westphere Capital Associates, L.P. 13th Floor, 55 East 59th Street New York, New York 10022 Re: Amendment to Stockholders Agreement dated as of June 28, 1991 by and among Universal Standard Equity,...Stockholders Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 4.2 [NBD BANK LETTERHEAD] July 21, 1998 Mr. Alan S. Ker Vice President Finance Universal Standard Healthcare, Inc. 26500 Northwestern Highway Southfield, Michigan 48076 Re: Revolving Credit and Loan Agreement dated April 30, 1997 between NBD...Revolving Credit and Loan Agreement • August 14th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 10.5 UNIVERSAL STANDARD HEALTHCARE, INC. DIRECTORS STOCK OPTION PLAN (AS AMENDED AND RESTATED AUGUST 25, 1997) I. GENERAL PROVISIONS 1.1 PURPOSE. The purpose of the Universal Standard Healthcare, Inc. Directors Stock Option Plan is to...Directors Stock Option Plan • November 14th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
LEASELease • May 17th, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
RECITALSLaboratory Services Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
Exhibit 4.1 NBD Bank 28660 Northwestern Highway Southfield, Michigan 48034 Telephone: (248) 799-5817 Fax: (248) 799-5826 Robert B. Greene First Vice President July 29, 1997 Mr. Alan S. Ker Chief Financial Officer Universal Standard Medical...Revolving Credit and Loan Agreement • August 15th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 10.1 STOCK SALE, ESCROW AND VOTING AGREEMENT This Stock Sale, Escrow and Voting Agreement ("Agreement") is made as of March __, 1999, among 26500 Development Associates Limited Partnership, a Michigan limited partnership ("Seller"),...Stock Sale, Escrow and Voting Agreement • May 17th, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.3 SHAREHOLDERS' AGREEMENT This Shareholders' Agreement (this "Agreement"), dated as of August 3, 1998, is by and among UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation (the "Company"), and LABORATORY CORPORATION OF AMERICA...Shareholders' Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.3 March 25, 1998 Mr. Alan S. Ker 26500 Northwestern Highway Southfield, MI 48076 Dear Mr. Ker: It is hereby agreed that your 1994 Performance Stock Option - Executive Officers Agreement dated December 6, 1994, as amended, is terminated...Performance Stock Option Agreement • August 14th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 4.1 NBD Bank 28660 Northwestern Highway Southfield, Michigan 48034 Telephone: (248) 799-5817 Fax: (248) 799-5826 Robert B. Green First Vice President October 8, 1998 Mr. Alan S. Ker Vice President Finance and Treasurer Universal Standard...Revolving Credit and Loan Agreement • November 17th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
EXHIBIT 10.5 UNIVERSAL STANDARD MEDICAL LABORATORIES, INC. DIRECTORS STOCK OPTION PLAN (AS AMENDED AND RESTATED OCTOBER 24, 1996) I. GENERAL PROVISIONS 1.1 PURPOSE. The purpose of the Universal Standard Medical Laboratories, Inc. Directors Stock...Directors Stock Option Plan • November 14th, 1996 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
FORM OF NON-COMPETITION AND RESTRICTIVE COVENANT AGREEMENT EXECUTIVENon-Competition and Restrictive Covenant Agreement • November 14th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.10 UNIVERSAL SUBORDINATION AGREEMENT THIS UNIVERSAL SUBORDINATION AGREEMENT (the "Agreement"), dated as of August 3, 1998, is by and among Universal Standard Healthcare, Inc., a Michigan corporation ("Universal") and Universal Standard...Universal Subordination Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.2 UNIVERSAL STANDARD HEALTHCARE, INC. AGREEMENT FOR INCENTIVE STOCK OPTION AWARD PROGRAM February 25, 1998 The Board of Directors (the "Board") of Universal Standard Healthcare, Inc. (the "Company"), or the committee (the "Committee")...Incentive Stock Option Agreement • May 15th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
November 6, 1996 Universal Standard Medical Laboratories, Inc. 26500 Northwestern Highway Southfield, MI 48037 Attn: Alan S. Ker, Chief Financial Officer RE: Second Waiver of Loan Agreement Covenants Dear Mr. Ker: This Second Waiver of Loan Agreement...Second Waiver of Loan Agreement Covenants • November 14th, 1996 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
