VOTING AGREEMENTVoting Agreement • June 18th, 2008 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
VOTING AGREEMENT (this “Agreement”) dated as of June 17, 2008, is by and among HEALTH CARE SERVICE CORPORATION, a Mutual Legal Reserve Company, an Illinois corporation (“Parent”), MERCURY ACQUISITION CORP., a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Person (as defined in the Merger Agreement (as defined below)) listed on the signature page hereof as a shareholder (the “Shareholder”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and MEDecision, Inc., a Pennsylvania corporation (the “Company”).
EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENTExecutive Employment and Severance Agreement • June 18th, 2008 • MEDecision, Inc. • Services-computer programming services • Illinois
This Executive Employment and Severance Agreement (the “Agreement”) is entered into between Carl E. Smith (“Executive”), and MEDecision, Inc. (the “Company”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG HEALTH CARE SERVICE CORPORATION, MERCURY ACQUISITION CORP. AND MEDECISION, INC. DATED AS OF JUNE 17, 2008Merger Agreement • June 18th, 2008 • MEDecision, Inc. • Services-computer programming services • Pennsylvania
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and effective as of June 17, 2008 by and among HEALTH CARE SERVICE CORPORATION, a Mutual Legal Reserve Company, an Illinois corporation (“Parent”), MERCURY ACQUISITION CORP., a Pennsylvania corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and MEDECISION, INC., a Pennsylvania corporation (“Company”).
