SERVICES AGREEMENT
1. Services.
(a) Pursuant to the terms of this Agreement, the Company shall provide, or
shall cause any of its affiliates to provide, for the benefit of VSP, and VSP
shall provide, or shall cause any of its affiliates to provide, for the benefit
of the Company, the services described in Schedule A hereto (the "Services"),
which schedule may be amended from time to time as provided in Section 14. The
Company shall perform the Services in good faith in a commercially reasonable
manner and in accordance with applicable law and the express terms of this
Agreement. Specifically, the Company shall provide the Services with that degree
of skill, attention and care that the Company exercises with respect to
furnishing comparable services to itself. The Services shall be provided to VSP
at those locations most convenient to the Company, other than such services the
nature of which requires they be performed at VSP's locations. All employees of
the Company performing Services hereunder for VSP shall be under the exclusive
direction and control of the Company. The Company shall be an independent
contractor as to VSP in performing Services hereunder and shall have exclusive
authority to control and direct the performance of any and all Services
performed by the Company for VSP.
(b) VSP shall provide all data and information required by the Company in
connection with the performance of the Services in the time and in the manner
which the Company reasonably requests.
2. Capital Contribution; Cash Management and Accounting
In connection with the execution of the Merger Agreement and the Vivra
Agreement, on the date hereof the Company will make a capital contribution to
VSP in cash or VSP shall distribute cash to the Company to the extent required
in order that VSP and the VSP Entities shall hold cash and cash equivalents that
would represent $25,000,000 in "Cash" as of the date hereof on a consolidated
balance sheet of VSP and the VSP Entities prepared in accordance with GAAP. The
Company and VSP estimate that, in order to satisfy the foregoing requirement,
the Company will be required to contribute $2,350,000 in cash to VSP as of the
date hereof, and the parties hereto agree that, after the date hereof, the
Company shall reimburse VSP or VSP shall reimburse the Company to the extent
necessary to ensure that the requirement provided for in the preceding sentence
is achieved. From and after the date hereof, the Company shall cease to pay the
costs and expenses incurred by VSP in the operation of its business and VSP
shall be solely responsible for all costs and expenses arising out of the
business of VSP and VSP Entities; provided that (a) the Company shall continue
to pay and be responsible for checks and drafts issued in respect of VSP
business prior to the date hereof that are presented for payment on or after the
date hereof, (b) the Company shall retain all obligations and liabilities under
all medical, dental and disability plans and any worker's compensation insurance
arrangements covering employees of VSP and VSP Entities for claims or premiums
to the extent accrued on or prior to the date hereof, (c) the Company shall
retain all obligations and liabilities to Kent Thirty and XxXxxx Xxxxxxx under
any employment agreement or severance or change of control agreement to which
they are parties on the date and all liabilities of the Company to employees of
the Company, VSP and/or the VSP Entities under the Retention Plan adopted by the
Board of Directors of the Company on May 5, 1997, and (d) the Company shall,
from the date hereof until the Closing, retain all obligations and liabilities
for salary and benefits payable to Company corporate employees who provide
services to both the Company and VSP.
