RECITALSMerger Agreement • May 1st, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service • Delaware
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND BETWEEN CRA Managed Care, Inc. AND United Healthcare Services, Inc. March 19, 1996Stock Purchase Agreement • November 7th, 1996 • Cra Managed Care Inc • Insurance agents, brokers & service • Minnesota
RECITALSMerger Agreement • May 1st, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service • Massachusetts
Common StockUnderwriting Agreement • November 7th, 1996 • Cra Managed Care Inc • Insurance agents, brokers & service • Maryland
SCHEDULE 1.2 TO AGREEMENT AND PLAN OF REORGANIZATION Directors and Officers of the Holding CompanyAgreement and Plan of Reorganization • May 1st, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service
John K. Carlyle Chairman Donald J. Larson President and Chief Executive Officer John A. McCarthy Executive Vice President - Managed Care Services Richard A. Parr II Executive Vice President, General Counsel, and Secretary Joseph F. Pesce Executive Vice President, Chief Financial Officer, and Treasurer Daniel J. Thomas Executive Vice President - Practice Management Services W. Tom Fogarty, M.D. Senior Vice President and Chief Medical Officer Peter R. Gates Senior Vice President - Marketing and Sales James M. Greenwood Senior Vice President - Corporate Development
Exhibit 99.2 CRA MANAGED CARE, INC. STOCK OPTION AGREEMENT CRA MANAGED CARE, INC. STOCK OPTION AGREEMENT (this "Agreement"), dated as of April 21, 1997 by and between OccuSystems, Inc., a Delaware corporation ("OSI"), and CRA Managed Care, Inc., a...Stock Option Agreement • May 1st, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service • Massachusetts
Conformed Copy ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 18th, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service • Massachusetts
EXHIBIT A to Reorganization Agreement CERTIFICATE OF INCORPORATIONCertificate of Incorporation • May 1st, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service
E-1Affiliate Letter • May 1st, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service
EXHIBIT 99.2 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • May 1st, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service • Delaware
NON-COMPETITION AND MARKETING AGREEMENT THIS AGREEMENT is made and entered into as of the 31st day of May, 1997, by, among and between each of Sidney D. Wolk, Nathan T. Wolk, Jeffrey C. Wolk, Howard L. Wolk, Robin A. Wolk, and Michael D. Wolk (each a...Non-Competition and Marketing Agreement • June 18th, 1997 • Cra Managed Care Inc • Insurance agents, brokers & service • Massachusetts
