Exhibit 10.1
FIRST AMENDMENT TO VOTING AGREEMENT
REGARDING XXXXXXX DIRECTORS
This First Amendment to Voting Agreement Regarding Xxxxxxx Directors is
made and entered into as of the 12th day of July, 2000 by and among XXXXXXX
CENTRAL HOLDINGS, INC., a Delaware corporation ("Xxxxxxx"), MESTEK, INC., a
Pennsylvania corporation ("Mestek"), XXXX X. XXXX, XXXXXXX X. XXXX and E.
XXXXXXX XXXX (collectively, the "Mestek Major Stockholders"), XXXXXX X.
XXXXXXXX, individually and as Representative of the former stockholders of
CareCentric Solutions, Inc. ("Xxxxxxxx") and XXXXX X. XXXX ("Xxxx").
WITNESSETH:
WHEREAS, Simione, Mestek, the Mestek Major Stockholders and MCS, Inc., a
Pennsylvania corporation ("MCS"), were parties to that certain Second Amended
and Restated Agreement and Plan of Merger and Investment Agreement dated as of
October 25, 1999 (the "MCS Merger Agreement") pursuant to which MCS merged with
and into Xxxxxxx on March 7, 2000 (the "Closing Date");
WHEREAS, pursuant to Section 2.5(c) of the MCS Merger Agreement, Xxxxxxx
agreed for a period of 18 months after the Closing Date to use its best efforts
to cause six designees of the Mestek Major Stockholders to be named as nominees
for election to the Xxxxxxx Board of Directors in each proxy statement of
Xxxxxxx relating to an annual or a special meeting of stockholders at which
directors will be elected;
WHEREAS, the parties to this Agreement desire to amend the voting rights
provisions of Section 2.5(c) of the MCS Merger Agreement as provided herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the
parties hereto hereby agree as follows:
1. Capitalized terms used herein and not otherwise defined shall have the
meaning ascribed to such terms in the MCS Merger Agreement.
2. Notwithstanding any provision in Section 2.5(c) of the MCS Merger
Agreement, for a period of eighteen (18) months after the Closing Date, Xxxxxxx
shall submit for approval by its stockholders in any proxy statement of Xxxxxxx
relating to an annual or special meeting of stockholders at which directors will
be elected a proposal to elect seven (7) directors to its Board of Directors,
three (3) of whom shall be designees of the Mestek Major Stockholders (each, a
"Mestek Designee," which term shall include any successor designee, or any
replacement designee selected by the remaining Mestek Designees), one (1) of
whom shall be a designee of CareCentric, one (1) of whom shall be the chief
executive officer of Xxxxxxx, and two (2) of whom shall be designated solely by
the Xxxxxxx Board of Directors. During such eighteen (18) month period, (a)
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Xxxxxxx will use its best efforts to cause the Mestek Designees, the CareCentric
designee and Xxxxxxx'x chief executive officer to be named as nominees for
election to the Xxxxxxx Board in each proxy statement of Xxxxxxx relating to an
annual or a special meeting of stockholders at which directors will be elected,
and (b) the Mestek Major Stockholders will vote their shares of Xxxxxxx stock in
favor of all nominees selected in accordance with the provisions hereof and
recommended by the Xxxxxxx Board of Directors in any such proxy statement.
3. Xxxx shall be the initial designee of CareCentric.
4. Except as amended hereby, the remaining provisions set forth in Section
2.5(c) of the Mestek Merger Agreement relating to a possible Disqualification of
a Mestek Designee shall remain in full force and effect.
5. Xxxx and Xxxxxxxx acknowledge and agree that the execution and delivery
of this First Amendment, in providing for only one CareCentric designee to the
Xxxxxxx Board of Directors, does not constitute a breach by Xxxxxxx of Section
2.5(d) of the Agreement and Plan of Merger dated as of July 12, 1999 by and
among Xxxxxxx, CareCentric and Xxxxxxx Acquisition Corporation.
6. This First Amendment to Voting Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment,
or caused it to be executed by its duly authorized officers, as of the date and
year first written above.
MESTEK: XXXXXXX:
XXXXXX, INC. XXXXXXX CENTRAL HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxx By: /s/ R. Xxxxx Xxxxx
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Xxxx X. Xxxxxx
Title: VP Human Resources Title: President and CEO
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/s/ Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
/s/ Xxxx X. Xxxx
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E. Xxxxxxx Xxxx
/s/
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Xxxxxx X. Xxxxxxxx, individually
and in his capacity as Representative
of the former shareholders of
CareCentric Solutions, Inc.
/s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
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