[DRAFT 10/2/97]
EXHIBIT F
RESTRICTED STOCK AGREEMENT
THIS RESTRICTED STOCK AGREEMENT (the "Agreement") is entered into as of
October 6, 1997, between BMJ MEDICAL MANAGEMENT, INC., a Delaware corporation
(the "Company"), and the individual identified on the signature page hereto (the
"Stockholder"), with reference to the following facts. Certain capitalized terms
used herein are defined in Section 5 below.
A. The Company, OMNI Acquisition Corporation, a wholly owned subsidiary of
the Company ("Acquisition Sub"), and Orthopaedic Management Network, Inc.
("Target") entered into an Agreement and Plan of Reorganization dated as of
October 6, 1997 (the "Merger Agreement"), pursuant to which Acquisition Sub
merged with and into Target (the "Merger"), with Target being the surviving
corporation (the "Surviving Corporation").
B. As a result of the Merger, each issued and outstanding share of common
stock of Target not owned by Target was converted into (i) the right to receive
a specified amount in cash and a specified number of shares of common stock,
$.001, par value (the "Common Stock"), of the Company and (ii) the right to
receive, upon the fulfillment of certain conditions, additional shares (the
"Additional Shares") of the Company's Common Stock on the third and fourth
anniversaries of the effective date of the Merger, subject to, among other
things, the execution and delivery by the holder thereof of this Restricted
Stock Agreement.
NOW, THEREFORE, in consideration of the Merger and in consideration of the
mutual covenants contained herein, including, without limitation, the release
set forth in Section 3 and the noncompetition agreement in Section 6(b), and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. Surrender of Merger Shares; Issuance of Restricted Shares.
Upon (a) execution of this Agreement, (b) surrender by the Stockholder to
the Surviving Corporation of certificate(s) representing the number of Merger
Shares set forth opposite the Stockholder's name on Schedule A attached hereto
(duly endorsed in blank) and (c) delivery to the Escrow Agent of two executed
stock powers relating to the Additional Shares, the Company shall, pursuant to
Section 2.2 of the Merger Agreement, issue to the Stockholder that number of
shares (such shares are referred to herein as the "Restricted Shares") of Common
Stock set forth opposite the Stockholder's name on Schedule A attached hereto.
Simultaneously with the execution and delivery hereof, the
Company is delivering to the Stockholder the certificate(s) representing the
Restricted Shares.
2. Representations and Warranties of Stockholder.
(a) In connection with the surrender of certificate(s) representing the
Merger Shares and the issuance of Restricted Shares hereunder, the Stockholder
hereby represents and warrants to the Company as follows:
(i) The Stockholder is the lawful owner, of record and beneficially,
of those Merger Shares set forth opposite his or its name on Schedule I
hereto and has good and marketable title to such shares, free and clear of
any Encumbrances whatsoever and with no restriction on the voting rights
and other incidents of record and beneficial ownership pertaining thereto.
Except for the Merger Agreement, there are no agreements or understandings
between the Stockholder and any other Person with respect to the
acquisition, disposition or voting of or any other matters pertaining to
any of the capital stock of Target. The Stockholder acquired his or its
shares of Target Common Stock in one or more transactions exempt from
registration under the Securities Act of 1933, as amended, and in
compliance with applicable state securities laws. The Stockholder does not
have any right whatsoever to receive or acquire any additional capital
stock of the Target.
(ii) The Stockholder has full and absolute legal right, capacity,
power and authority to enter into this Agreement and to consummate all
transactions contemplated hereby, and this Agreement is the valid and
binding obligation of the Stockholder, enforceable against the Stockholder
in accordance with its terms, except as enforceability thereof may be
limited by any applicable bankruptcy, reorganization, insolvency or other
Laws affecting creditors rights generally or by general principles of
equity. If the Stockholder is a trust, it is a validly created and existing
trust under applicable state law.
(iii) Neither the execution, delivery and performance of this
Agreement by such Stockholder nor the consummation of the transactions
contemplated hereby nor compliance by the Stockholder with any of the
provisions hereof or thereof will (A) conflict with, or result in any
violations of, or cause a default (with or without notice or lapse of time,
or both) under, or give rise to a right of termination, amendment,
cancellation or acceleration of any obligations contained in or the loss of
any material benefit under, any term, condition or provision of any
Contract to which the Stockholder is a party, or by which such Stockholder
or any of the Stockholder's properties may be
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bound or (B) violate any Law applicable to the Stockholder or any of the
Stockholder's properties, which conflict or violation would prevent the
consummation of the transactions contemplated by this Agreement or result
in an Encumbrance on or against any assets, rights or properties of the
Target or on or against any capital stock of the Target or give rise to any
claim against the Stockholder, the Target, Acquisition Sub, or any
Affiliate of Acquisition Sub or have a Material Adverse Effect.
(iv) Except as contemplated by the Merger Agreement, no Permit,
authorization, consent or approval of or by, or any notification of or
filing with, any Person or Governmental Entity is required in connection
with the execution, delivery and performance by the Stockholder of this
Agreement or the consummation by the Stockholder of the transactions
contemplated hereby.
(b) The Stockholder further represents and warrants to the Company that:
(i) the Restricted Shares to be issued to the Stockholder pursuant to
this Agreement shall be acquired for the Stockholder's own account, for
investment only and not with a view to, or intention of, distribution
thereof in violation of the 1933 Act, or any applicable state securities
laws, and the Restricted Shares will not be disposed of in contravention of
the 1933 Act or any applicable state securities laws;
(ii) the Stockholder has generally such knowledge and experience in
business and financial matters and with respect to investments in
securities of privately held companies so as to enable the Stockholder to
understand and evaluate the risks and benefits of his, her or its
investment in the Restricted Shares;
(iii) the Stockholder has no need for liquidity in his, her or its
investment in the Restricted Shares and is able to bear the economic risk
of his, her or its investment in the Restricted Shares for an indefinite
period of time and understands that the Restricted Shares have not been
registered or qualified under the 1933 Act or any applicable state
securities laws, by reason of the issuance of the Restricted Shares in a
transaction exempt from the registration and qualification requirements of
the 1933 Act or such state securities laws and, therefore, cannot be sold
unless subsequently registered or qualified under the 1933 Act or such
state securities laws or an exemption from such registration or
qualification is available;
(iv) the Stockholder understands that the exemption from registration
afforded by Rule 144 (the
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provisions of which are known to the Stockholder) promulgated under the
1933 Act, depends on satisfaction of various conditions and that, if
applicable, Rule 144 may only afford the basis for sales under certain
circumstances and only in limited amounts;
(v) if the Stockholder is an individual, he or she is an individual
(A) whose individual net worth, or joint net worth with his or her spouse,
presently exceeds $1,000,000 or (B) who had an income in excess of $200,000
in each of the two most recent years, or joint income with his or her
spouse in excess of $300,000 in each of those years (in each case including
foreign income, tax exempt income and the full amount of capital gains and
losses but excluding any income of other family members and any unrealized
capital appreciation) and has a reasonable expectation of reaching the same
income level in the current year; or the Stockholder otherwise meets the
requirements to be considered an accredited investor, as defined under the
1933 Act; and
(vi) the Stockholder has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the offering of the
Restricted Shares and has had full access to or been provided with such
other information concerning the Company as he, she or it has requested.
3. Transfer Restriction; Legend.
Except for Permitted Transfers, the Stockholder may not sell or transfer or
agree to sell or transfer ("Sale" or "Sell") any Restricted Shares unless such
Sale shall be in accordance with the procedures set forth in this Section 3:
(a) In the event that the Stockholder receives a bona fide offer from
a third party (the "Prospective Stockholder") to purchase all or any part
of the Restricted Shares owned by the Stockholder, the Stockholder shall
deliver to the Company a written notice (the "Offer Notice"), which shall
be irrevocable for a period of fifteen (15) business days after delivery
thereof (the "Offer Period"), offering (the "Offer") all of the Restricted
Shares proposed to be Sold by the Stockholder to the Prospective
Stockholder at the purchase price and on the terms of the proposed Sale to
the Prospective Stockholder (such Offer Notice shall include the foregoing
information, a copy of the Prospective Stockholder's bona fide offer and
all other relevant terms of the proposed Sale, including the identification
of the Prospective Stockholder). The Company shall have the right and
option, for a period of fifteen (15) business days after delivery of the
Offer Notice, to repurchase all or any part of the Restricted Shares so
offered at the purchase price and on the terms stated in the
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Offer Notice. Such acceptance shall be made by delivering a written notice
to the Stockholder within said fifteen (15) business-day period.
(b) Sales of Restricted Shares under the terms of Section 3(a) above
shall be made on a mutually satisfactory business day within fifteen (15)
business days after the expiration of the Offer Period. Delivery of
certificates or other instruments evidencing such Restricted Shares duly
endorsed for transfer shall be made on such date against payment of the
purchase price therefor.
(c) If the Company fails to purchase all of the Restricted Shares
offered for Sale pursuant to the Offer Notice, then at any time within
sixty (60) business days after the expiration of the Offer Period the
Stockholder may Sell all or any part of the remaining Restricted Shares so
offered for Sale on terms no more favorable to the Prospective Stockholder
than the terms stated in the Offer Notice; provided, however, that the
Stockholder shall not, under any circumstances, Sell any Restricted Shares
to the Prospective Stockholder if the Board of Directors of the Company, in
its sole discretion, determines in good faith that the Prospective
Stockholder is a competitor, or an Affiliate of a competitor, of the
Company or that such Prospective Stockholder's ownership of such Restricted
Shares would be contrary to the best interests of the Company. In the event
that all of such Restricted Shares are not Sold by the Stockholder to the
Prospective Stockholder during such period, the right of the Stockholder to
Sell such Restricted Shares to the Prospective Stockholder shall expire and
the obligations of the Stockholder pursuant to this Section 3 shall be
reinstated.
(d) Any Permitted Transferee (other than the Company) shall, as a
condition to such transfer, agree to be bound by all of the provisions of
this Agreement applicable to the Stockholder and shall evidence such
agreement by executing and delivering to the Company a joinder to this
Agreement in form and substance satisfactory to the Company.
(e) The certificate(s) representing the Restricted Shares will bear
the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES OR "BLUE-SKY" LAWS. THESE SECURITIES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR
LAWS. ADDITIONALLY, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE OPTIONS,
TRANSFER RESTRICTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH
IN A RESTRICTED STOCK
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AGREEMENT DATED AS OF OCTOBER 6, 1997, BETWEEN THE
STOCKHOLDER AND BMJ MEDICAL MANAGEMENT, INC. A COPY OF SUCH
AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE
COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
(f) The restrictions on transfers of Restricted Shares set forth in
this Section 3 shall expire, and shall be of no further force or effect,
upon the consummation of the initial public offering of the Company's
Common Stock pursuant to the 1933 Act.
4. Release.
(a) The Stockholder hereby agrees that each of the Company, Parent,
Acquisition Sub, the Surviving Corporation (each as defined in the Merger
Agreement) and their respective parents, subsidiaries, Affiliates,
divisions and predecessors and their past and present directors, officers,
employees and agents, and each of their respective successors, heirs,
assigns, executors and administrators (collectively, the "Released
Persons") is hereby irrevocably released and forever discharged of and from
all manner of action and actions, cause and causes of action, suits,
rights, debts, dues, sums of money, accounts, bonds, bills, covenants,
Contracts, controversies, omissions, promises, variances, trespasses,
damages, Liabilities (as defined in the Merger Agreement), judgments,
executions, claims and demands whatsoever, in law or in equity which
against the Released Persons the Stockholder ever had, now has or which he
hereafter can, shall or may have, whether known or unknown, suspected or
unsuspected, matured or unmatured, fixed or contingent, for, upon or by
reason of any matter or cause arising at any time on or prior to the
Effective Time (as defined in the Merger Agreement).
(b) The Stockholder specifically represents and warrants to the
Released Persons that he has not assigned any such claim set forth in
paragraph (a) above, and agrees to indemnify and hold harmless the Released
Persons from and against any and all losses or damages arising from or in
any way related to (i) any such assignment, and (ii) any action by any
third party arising from or in any way related to the relationship among
such Stockholder and the Released Persons, which is the subject of this
Section 4.
5. Definitions.
(a) "Affiliate" means, with respect to any Person, (a) any director,
officer or partner of such Person and (b) any other Person that, directly
or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person. The term
"control" includes, without limitation, the possession, directly or
indirectly, of
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the power to direct the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.
(b) "Confidential Information" means Intellectual Property Rights (as
defined in the Merger Agreement) of the Target and the Surviving
Corporation and all information of a proprietary or confidential nature
relating to the Target, the Surviving Corporation or the Subject Business
(other than information that is in the public domain at the time of receipt
thereof by the Stockholder at the time of its use or disclosure by the
Stockholder other than as a result of the breach by the Stockholder of his
or its agreement hereunder).
(c) "Contract" means any loan or credit agreement, note, bond,
mortgage, indenture, lease, sublease, purchase order or other agreement,
instrument, permit, concession, franchise or license.
(d) "Encumbrances" means and includes security interests, mortgages,
liens, pledges, charges, easements, reservations, restrictions, clouds,
equities, rights of way, options, rights of first refusal and all other
encumbrances, whether or not relating to the extension of credit or the
borrowing of money.
(e) "Escrow Agent" means [Colonial Trust].
(f) "Governmental Entity" means any court, administrative agency or
commission or other governmental authority or instrumentality, domestic or
foreign, Federal, state or local.
(g) "Law" means any law, statute, treaty, rule, directive or
regulation or order of any Governmental Entity.
(h) "Material Adverse Effect" on any Person means a material adverse
effect on the business, operations, assets (including levels of working
capital and components thereof), condition (financial or otherwise),
operating results, Liabilities (as defined in the Merger Agreement),
employee relations or business prospects of such Person.
(i) "Merger Shares" means the shares of Target Common Stock that were
issued and outstanding immediately prior to the effective time of the
Merger that were not owned directly or indirectly by the Target (whether as
treasury stock or otherwise).
(j) "Permits" means all permits, licenses, authorizations,
registrations, franchises, approvals,
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certificates, variances and similar rights obtained, or required to be
obtained, from Governmental Entities.
(k) "Person" shall be construed broadly and shall include, without
limitation, an individual, a partnership, an investment fund, a limited
liability corporation or partnership, a corporation, an association, a
joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or
political subdivision thereof.
(l) "Permitted Transferee" means, as to the Stockholder, any
transferee who acquires the Restricted Shares pursuant to a Permitted
Transfer or any other transfer made in accordance with the provisions of
this Agreement.
(m) "Permitted Transfer" means, as to the Stockholder, any sale or
transfer of Restricted Shares to (A) the spouse or lineal descendants of
such Stockholder or (B) a trust for the benefit of any of the foregoing.
(n) "Public Sale" means any sale of Restricted Stock to the public
pursuant to an offering registered under the 1933 Act or to the public
through a broker, dealer or market maker pursuant to the provisions of Rule
144 adopted under the 0000 Xxx.
(o) "Restricted Shares" has the meaning set forth in Section 1(a). The
Restricted Shares will continue to be Restricted Shares in the hands of any
holder other than the Stockholder (except for the Company and except for
transferees in a Public Sale), and except as otherwise provided herein,
each such other holder of the Restricted Shares will succeed to all rights
and obligations attributable to the Stockholder as the holder of the
Restricted Shares hereunder. The Restricted Shares will also include shares
of the Company's capital stock issued with respect to the Restricted Stock
by way of a stock split, stock dividend or other recapitalization.
(p) "Subject Business" means the business of (i) arranging for the
delivery of health care services by and (ii) providing management services
to, a network of health care providers (the "Network"), including arranging
for such Network to participate in group purchasing programs, group health
insurance plans and group malpractice insurance plans.
(q) "Target Common Stock" means the common stock, no par value, of the
Target.
(r) "1933 Act" means the Securities Act of 1933, as the same may be
amended or supplemented from time to time, or
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any successor statute, and the rules and regulations thereunder, as the
same are from time to time in effect.
6. Additional Stockholder Agreements.
(a) From and after the date hereof, the Stockholder shall not use or
disclose to any Person, except as required by law or judicial process, any
Confidential Information for any reason or purpose whatsoever, nor shall he
or it make use of any of the Confidential Information for his or its own
purposes or for the benefit of any Person except the Surviving Corporation
or any Affiliate thereof.
(b) The Stockholder recognizes and acknowledges that a breach by the
Stockholder of this Section 6 will cause irreparable and material loss and
damage to the Surviving Corporation and the Company as to which they will
not have an adequate remedy at law or in damages. Accordingly, each party
acknowledges and agrees that the issuance of an injunction or other
equitable remedy is an appropriate remedy for any such breach.
7. Indemnification.
(a) The Company shall indemnify, defend and hold harmless the
Stockholder against all liability, loss or damage, together with all
reasonable costs and expenses related thereto (including reasonable legal
fees and expenses), relating to or arising from the untruth, inaccuracy or
breach of any of the representations, warranties or agreements of the
Company contained in this Agreement.
(b) The Stockholder shall indemnify and hold harmless the Company
against all liability, loss or damage, together with all reasonable costs
and expenses related thereto (including reasonable legal fees and
expenses), relating to or arising from the untruth, inaccuracy or breach of
any of the representations, warranties or agreements of the Stockholder
contained in this Agreement.
8. General Provisions.
(a) Transfers in Violation of Agreement. Any sale, transfer,
assignment or other disposition (whether with or without consideration and
whether voluntarily or involuntarily or by operation of law) (each, a
"Transfer") or attempted Transfer of any Restricted Shares in violation of
any provision of this Agreement shall be void, and the Company shall not
record such Transfer on its books or treat any purported transferee of such
Restricted Shares as the owner of such stock for any purpose.
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(b) Severability. It is the desire and intent of the parties hereto
that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction
in which enforcement is sought. Accordingly, if any particular provision of
this Agreement shall be adjudicated by a court of competent jurisdiction to
be invalid, prohibited or unenforceable for any reason, such provision, as
to such jurisdiction, shall be ineffective, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to
be invalid, prohibited or unenforceable in such jurisdiction, it shall, as
to such jurisdiction, be so narrowly drawn, without invalidating the
remaining provisions of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction.
(c) Entire Agreement. This Agreement and those documents expressly
referred to herein embody the complete agreement and understanding among
the parties hereto with respect to the subject matter hereof and supersede
and preempt any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject
matter hereof in any way.
(d) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which
taken together constitute one and the same agreement.
(e) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Stockholder, the Company and their respective successors, permitted
assigns, heirs, representatives and estate, as the case may be (including
subsequent holders of Restricted Stock); provided, however, that the rights
and obligations of the Stockholder under this Agreement shall not be
assignable except in connection with a Permitted Transfer of Restricted
Shares hereunder.
(f) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without giving effect
to any choice of law or conflicting provision or rule (whether of the State
of Delaware or any other jurisdiction), that would cause the laws of any
jurisdiction other than the State of Delaware to be applied. In furtherance
of the foregoing, the internal law of the State of Delaware will control
the interpretation and construction of this agreement, even if under such
jurisdiction's choice of law
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or conflict of law analysis, the substantive law of some other jurisdiction
would ordinarily apply.
(g) Remedies. Each of the parties to this Agreement shall be entitled
to enforce its rights under this Agreement specifically to recover damages
and costs (including reasonable attorneys' fees) for any breach of any
provision of this Agreement and to exercise all other rights existing in
its favor. The parties hereto agree and acknowledge that money damages may
not be an adequate remedy for the Company in the event of a breach of the
provisions of this Agreement by the Stockholder and that the Company may,
in its sole discretion, apply to any court of law or equity of competent
jurisdiction for specific performance and/or other injunctive relief
(without posting any bond or deposit) in order to enforce or prevent any
violations of the provisions of this Agreement.
(h) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company and
the Stockholder and no course of conduct or failure or delay in enforcing
the provisions of this Agreement shall be construed as a waiver of such
provisions or affect the validity, binding effect or enforceability of this
Agreement or any provision hereof; provided, however, that the Company may,
without the Stockholder's consent, amend Schedule A hereto (i) upon the
issuance by the Company of any Additional Shares to the Stockholder
pursuant to Section 3.3 of the Merger Agreement and the Escrow Agreement
and (ii) upon consummation of a Permitted Transfer of Restricted Shares
hereunder, in either case to reflect the then current ownership of such
shares.
(i) Notices. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, transmitted via
telecopier, mailed by first class mail (postage prepaid and return receipt
requested) or sent by nationally-recognized overnight courier service
(charges prepaid) to the recipient at the address below indicated or at
such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
Notices will be deemed to have been given hereunder and received when
delivered personally, when received if transmitted via telecopier, five
days after deposit in the U.S. mail and one business day after deposit with
a nationally-recognized overnight courier service.
(i) If to the Company, to:
BMJ Medical Management, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000X
Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Xxxxxx, M.D., President
Telephone: (000) 000-0000
Telecopier: (000) 000-0000;
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with a copy to:
X'Xxxxxxxx Graev & Karabell, LLP
00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Held, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000; and
(ii) If to the Stockholder, to his or her address set forth
on the signature page hereto beneath his or her name.
(j) Business Days. If any time period for giving notice or taking
action hereunder expires on a day which is a Saturday, Sunday or holiday in
the State of Florida, the time period for giving notice or taking action
shall be automatically extended to the business day immediately following
such Saturday, Sunday or holiday.
(k) Attorneys' Fees. In the event of any dispute or controversy
arising out of or relating to this Agreement, the prevailing party shall be
entitled to recover from the other party all costs and expenses, including
attorneys' fees and accountants' fees, incurred in connection with such
dispute or controversy.
(l) Descriptive Headings. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
(m) Construction. Where specific language is used to clarify by
example a general statement contained herein, such specific language shall
not be deemed to modify, limit or restrict in any manner the construction
of the general statement to which it relates. The language used in this
Agreement shall be deemed to be the language chosen by the parties to
express their mutual intent, and no rule of strict construction shall be
applied against any party.
(n) Nouns and Pronouns. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural
and vice-versa.
* * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock
Agreement effective as of the date first written above.
COMPANY
BMJ MEDICAL MANAGEMENT, INC.
By:__________________________
Xxxxxx Xxxxxx, M.D.
President
STOCKHOLDER
_____________________________
Signature
_____________________________
Printed Name
Address for notices:
_____________________________
_____________________________
______________________________
SCHEDULE A
Stockholder
Number of
Surrendered Merger Number of
Shares Restricted Shares
------ -----------------
Name
Xxxxxxx Xxxxxxxxxx, M.D. 1 679
Xxxxxx Xxxxxx, M.D. 1 679
Xxxxxxx Xxxxxxx, M.D. 1 679
Xxxxxx Xxxxxx, M.D. 1 679
Xxxxxxx Xxxxxxx, M.D. 1 679
Xxxxxx Xxxxxxxx, M.D. 1 679
Xxxx Xxxxxxx, M.D. 1 679
Xxxxxxx Xxxxx, M.D. 1 679
Xxxx Xxxxx, M.D. 1 679
Xxxxxxxx Xxxxx, M.D. 1 679
Xxxxxx Xxxxxxxx, M.D. 1 679
Xxxxxx Fee, M.D. 1 679
Xxxxxxxx Xxx, M.D. 1 679
Xxxxxxx Xxxxxx, M.D. 1 000
Xxxxxxxx Xxxxx, M.D. 1 679
Xxxx Xxxxxxxxxx, M.D. 1 679
Xxx Xxxxxx, M.D. 1 679
Xxxxx Xxxxxxx, M.D. 1 679
Xxxxxx Xxxxxxx, M.D. 1 679
Xxxxxx Xxxx, M.D. 1 679
Xxxxxxx Xxxxx, M.D. 1 679
Xxxxxx Xxxxxx, M.D. 1 000
Xxxxxxx Xxxx, M.D. 1 679
Xxxx Xxxxx, M.D. 1 679
Xxxxx Xxxxxx, M.D. 1 679
Xxxx XxXxxxxx, M.D. 1 679
Xxxxxxx Xxxxxxxx, M.D. 1 679
Xxxxxx Xxxxxxxxx, M.D. 1 679
Xxxx Xxxxxxx, M.D. 1 679
Xxxx Xxxxxx, M.D. 1 679
Xxxxxxx Xxxxxxx, M.D. 1 679
Xxxxxxx Xxxxx, M.D. 1 679
Xxxxxx Xxxxxxx, M.D. 1 679
Xxxx Xxxxxxxxx, M.D. 1 679
Xxxxx Xxxxxxx, M.D. 1 679
Xxxxxx Xxxxx, M.D. 1 679
Xxxxx Xxxxxxxx, M.D. 1 679
Xxxx Xxxxxxx, M.D. 1 679
Xxxxxx Xxxxx, M.D. 1 679
Xxxxx Xxxxxx, M.D. 1 679
Xxxx Xxxxxxx, M.D. 1 679
Xxx Xxxxxx, M.D. 1 679
