AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2010 • Health Grades Inc • Services-business services, nec • Colorado
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made as of July 27, 2010 (the “Effective Date”), by and between HEALTH GRADES, INC., a Delaware corporation (the “Company”), and DAVID HICKS (the “Executive”), amends, restates and supersedes the Employment Agreement originally entered into by and between Specialty Care Network, Inc., the predecessor to the Company, and the Executive, effective as of April 1, 1996, as amended and restated on August 6, 2008 (the “Prior Agreement”).
AMENDMENT TO RESTRICTED STOCK AGREEMENTSRestricted Stock Agreement • July 28th, 2010 • Health Grades Inc • Services-business services, nec
THIS AMENDMENT TO RESTRICTED STOCK AGREEMENTS (“Amendment”), dated as of July 27, 2010 (“Effective Date”), is entered into by and between _____ (“Employee”) and Health Grades, Inc. (the “Company”), a Delaware corporation, with its principal offices at 500 Golden Ridge Road, Suite 100, Golden, CO 80401. The parties hereby agree to be bound by the following terms and conditions.
AMENDED AND RESTATED CONFIDENTIALITY AND NONCOMPETITION AGREEMENTConfidentiality and Noncompetition Agreement • July 28th, 2010 • Health Grades Inc • Services-business services, nec • Colorado
THIS AMENDED AND RESTATED CONFIDENTIALITY AND NONCOMPETITION AGREEMENT (the “Agreement”), made as of July 27, 2010 (the “Effective Date”), by and between HEALTH GRADES, INC. (the “Company”) and KERRY R. HICKS (“Employee”), amends, restates and supersedes the Confidentiality and Noncompetition Agreement originally entered into by and between the Company and Employee effective as of March 17, 2000, as amended and restated two times, effective as of December 31, 2007, and August 6, 2008 (collectively, the “Prior Noncompete Agreement”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • July 28th, 2010 • Health Grades Inc • Services-business services, nec • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 27, 2010, is by and among MOUNTAIN ACQUISITION CORP., a Delaware corporation (“Parent”), MOUNTAIN MERGER SUB CORP., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), HEALTH GRADES, INC., a Delaware corporation (the “Company”), and [ ] (“Stockholder”). The Company shall only be a party to this Agreement for purposes of Section 4(e)-(j) and Section 13 of this Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG MOUNTAIN ACQUISITION CORP., MOUNTAIN MERGER SUB CORP., MOUNTAIN ACQUISITION HOLDINGS, LLC AND HEALTH GRADES, INC. Dated as of July 27, 2010Merger Agreement • July 28th, 2010 • Health Grades Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER (including the exhibits attached hereto, this “Agreement”), dated as of July 27, 2010, by and among MOUNTAIN ACQUISITION CORP., a Delaware corporation (“Parent”), MOUNTAIN MERGER SUB CORP., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), MOUNTAIN ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and HEALTH GRADES, INC., a Delaware corporation (the “Company”). Each of Parent, Merger Sub, Holdings and the Company are referred to herein as a “Party” and together as “Parties”; provided that Holdings is a party to this Agreement solely for purposes of Section 9.4(b) and Article X, and shall be deemed a “Party” only for purposes of Section 9.4(b) and Article X.
