MANAGEMENT AGREEMENTManagement Agreement • January 30th, 2008 • Vistacare, Inc. • Services-home health care services • Arizona
THIS MANAGEMENT AGREEMENT (the “Agreement”), made as of the 24th day of March, 2006, is entered into by VistaCare, Inc., a Delaware corporation with its principal place of business at 4800 N. Scottsdale Road, Suite 5000, Scottsdale, Arizona 85251 (the “Company”), and Henry L. Hirvela, an individual residing in Paradise Valley, Arizona (the “Executive”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • January 30th, 2008 • Vistacare, Inc. • Services-home health care services • Arizona
This Change in Control Severance Agreement (the “Agreement”), made as of the 22nd day of May, 2007, is entered into by VistaCare, inc., a Delaware corporation with its principal place of business at 4800 N. Scottsdale Road, Suite 5000, Scottsdale, Arizona 85251 (the “Company”), and Charlene Ross, an individual residing in Mesa, Arizona (the “Key Employee”).
VistaCare, inc. 4800 North Scottsdale Road Suite 5000 Scottsdale, AZ 85251Vistacare, Inc. • January 30th, 2008 • Services-home health care services • Delaware
In connection with your consideration of a possible negotiated transaction (a “Possible Transaction”) with VistaCare Inc. and its subsidiaries, affiliates or divisions (collectively, with such subsidiaries, affiliates and divisions, the “Company”), the Company is prepared to make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition. operations, prospects, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein. The term “Representatives” shall include the members, directors, officers, employees, agents, partners and advisors of a party and those of its subsidiaries, affiliates and/or divisions
SECOND AMENDMENT TO RIGHTS AGREEMENTRights Agreement • January 30th, 2008 • Vistacare, Inc. • Services-home health care services • Delaware
This Second Amendment, dated as of January 15, 2008 (this “Second Amendment”), to the Rights Agreement, dated as of August 18, 2004, as amended on March 16, 2005 (the “Rights Agreement”), is made between VistaCare, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, formerly known as EquiServe Trust Company, N.A., a national banking association (the “Rights Agent”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • January 30th, 2008 • Vistacare, Inc. • Services-home health care services • Arizona
