0001047469-03-001376 Sample Contracts

HEALTHCARE PARTNERS INC.
Engagement Letter • January 14th, 2003 • Magellan Health Services Inc • Services-hospitals • New York

The purpose of this letter is to set forth the terms of an engagement (the "Engagement") between and among Magellan Health Services, Inc. ("Magellan" which, where appropriate, shall include its subsidiaries), Healthcare Partners Inc. ("HPI"), Steven J. Shulman ("Shulman" or the "Chief Executive Officer") and Dr. René Lerer ("Lerer") encompassing the scope of the services to be performed and the basis of compensation for those services. Each of Keith Kudla ("Kudla") and Danna Mezin ("Mezin", and with Shulman, Lerer and Kudla, each an "Officer" and, collectively, the "Officers") shall be bound to the terms of Section 8 hereof pursuant to a separate letter attached hereto as Schedule B.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 14th, 2003 • Magellan Health Services Inc • Services-hospitals • Maryland

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between JAY LEVIN, an individual ("Employee"), and, Magellan Health Services, Inc. on behalf of itself and its subsidiaries and affiliates (collectively referred to herein as "Employer").

PERSONAL AND CONFIDENTIAL October 31, 2002 Daniel S. Messina 545 Highland Street Wethersfield, CT 06109 Re: Severance Agreement Dear Dan:
Severance Agreement • January 14th, 2003 • Magellan Health Services Inc • Services-hospitals

As you know, we have discussed the termination of your employment with Magellan Health Services, Inc. ("Magellan"), effective November 30, 2002. Set forth below are the details of your separation and information regarding your benefits.

EMPLOYMENT AGREEMENT
Employment Agreement • January 14th, 2003 • Magellan Health Services Inc • Services-hospitals • Maryland

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between Henry T. Harbin, M.D., an individual ("Dr. Harbin"), and Magellan Health Services, Inc., a Delaware corporation ("Employer").

EMPLOYMENT AGREEMENT
Employment Agreement • January 14th, 2003 • Magellan Health Services Inc • Services-hospitals • Maryland

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between Megan Arthur, an individual ("Employee"), and, Magellan Health Services, Inc. on behalf of itself and its subsidiaries and affiliates (collectively referred to herein as "Employer").

EMPLOYMENT AGREEMENT
Employment Agreement • January 14th, 2003 • Magellan Health Services Inc • Services-hospitals • Maryland

THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between Mark S. Demilio, an individual ("Officer") and Magellan Health Services, Inc., a Delaware corporation ("Employer").

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BETWEEN DANIEL S. MESSINA AND MAGELLAN HEALTH SERVICES, INC.
Employment Agreement • January 14th, 2003 • Magellan Health Services Inc • Services-hospitals

THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT ("Agreement"), dated June 18, 2001, is entered into on this 9th day of May 2002, by and between DANIEL S. MESSINA ("Officer") and MAGELLAN HEALTH SERVICES, INC. ("Employer").

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