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EXHIBIT 6
August
14th
1 9 9 7
Xxxxxxx Medical Management
Holdings Corporation
0000 Xxxxxx Xxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Re: Cash Awards
Ladies and Gentlemen:
Pursuant to Section 7.10(f) of the Agreement and Plan of
Merger, dated as of August 13, 1997, among the undersigned and you (the "Merger
Agreement"), we hereby agree with you that we will, at the time of consummation
of the Offer, pay, or cause the Surviving Corporation to pay, cash awards to
the persons, and in the amounts, specified on the attached schedule.
We represent and warrant that the execution, delivery and
performance of this letter has been duly authorized by each of the undersigned
and that this letter constitutes the legally binding agreement of each of the
undersigned, enforceable against each of the undersigned in accordance with its
terms.
All capitalized terms used but not defined in this letter
agreement shall have the meanings given to them by the Merger Agreement.
Very truly yours,
MEDPARTNERS, INC.
By: /s/ X. XXXXXX XXXXXXXX, XX.
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Its: Senior VP and General Counsel
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Page 2 - Xxxxxxx Medical Management - August 14, 1997
Holdings Corporation
TALMED MERGER CORPORATION
By: /s/ X. XXXXXX XXXXXXXX, XX.
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Its: Senior Vice President
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Accepted and Agreed
as of August 14, 1997:
Xxxxxxx Medical Management
Holdings Corporation
By: /s/ XXXX X. XXXXXXXXX
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Its: President and CEO
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