Exhibit 7 OPTICARE EYE HEALTH CENTERS, INC. REGISTRATION RIGHTS AGREEMENT October __, 1997 TABLE OF CONTENTS ----------------- SECTION 1......................................................................1 REGISTRATION...Registration Rights Agreement • September 23rd, 1999 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCEIndenture • May 15th, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • New York
CONFIDENTIAL EMPLOYMENT AGREEMENT AGREEMENT dated as of July 1, 1998, by and between OXFORD HEALTH PLANS, INC. (the "Corporation"), having a principal office in Norwalk, Connecticut, and Kevin R. Hill (the "Employee"). WHEREAS, the Board of Directors...Employment Agreement • May 5th, 2003 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
3 4 the date on which the Corporation has agreed to register the securities pursuant to the Employment Agreement, the Employee agrees to the placement on certificates representing any Option Shares acquired pursuant to the exercise of all or any...Option Agreement • February 20th, 2001 • Oxford Health Plans Inc • Hospital & medical service plans • Delaware
WITNESSETHStockholders' Agreement • September 23rd, 1999 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT is made as of July 30, 1999 by and among OptiCare Eye Health Centers, Inc., a Connecticut corporation (the "Company"), and the stockholders of the Company listed on EXHIBIT A hereto (the "Stockholders").
Exhibit 3 AMENDMENT TO WARRANT AGREEMENT THIS AMENDMENT is made as of August 13, 1999 by and among OptiCare Eye Health Centers, Inc., a Connecticut corporation (the "Company"), Oxford Health Plans, Inc., Anthem Health Plans, Inc., a Connecticut...Warrant Agreement • September 23rd, 1999 • Oxford Health Plans Inc • Hospital & medical service plans
1 Exhibit 4.7 ----------------------------------------------------------------- --------------- WARRANT AGREEMENT dated as of December -, 1999Warrant Agreement • December 21st, 1999 • Oxford Health Plans Inc • Hospital & medical service plans • New York
1 Exhibit 10(p) SECURITY AGREEMENT SECURITY AGREEMENT ("Agreement") dated as of February 6, 1998 between OXFORD HEALTH PLANS, INC., a Delaware corporation, as debtor ("Debtor") and OXFORD FUNDING, INC., a Delaware, as collateral agent and secured...Security Agreement • March 31st, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • New York
OXFORD HEALTH PLANS, INC. STOCK OPTION AGREEMENT THIS AGREEMENT, made as of the 25th day of April, 2000 (the "Effective Date"), by and between Oxford Health Plans, Inc., a Delaware corporation (the "Corporation"), and Jay Levin (the "Employee"). W I T...Stock Option Agreement • August 3rd, 2000 • Oxford Health Plans Inc • Hospital & medical service plans • Delaware
ANDOxford Health Plans Inc • December 21st, 1999 • Hospital & medical service plans • New York
1 Exhibit 10(a) EMPLOYMENT AGREEMENT AGREEMENT dated as of March 13, 2001 (the "Effective Date"), by and between OXFORD HEALTH PLANS, INC. (the "Corporation"), having a principal office in Trumbull, Connecticut, and Charles G. Berg (the "Employee")....Employment Agreement • April 27th, 2001 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
OXFORD HEALTH PLANS, INC.Employment Agreement • May 10th, 1999 • Oxford Health Plans Inc • Hospital & medical service plans
2 3 a registration statement under the Securities Act (the "EXCHANGE OFFER REGISTRATION STATEMENT") relating to the Company's 11% Series B Senior Notes Due 2005 (the "SERIES B SENIOR NOTES"), to be offered in exchange for the Series A Senior Notes...Investment Agreement • May 15th, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • New York
23 2 (b) Acceleration of Vesting. In event of a Change of Control (as defined in the Plan) and as otherwise provided in the Employment Agreement, the Options shall become immediately vested and fully exercisable.Stock Option Agreement • May 21st, 1999 • Oxford Health Plans Inc • Hospital & medical service plans • Delaware
AGREEMENT WITH RESPECT TO TERMINATION OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 23rd, 1999 • Oxford Health Plans Inc • Hospital & medical service plans
AND AS TRUSTEEOxford Health Plans Inc • December 21st, 1999 • Hospital & medical service plans • New York
by and amongRegistration Rights Agreement • May 15th, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • New York
Exhibit 10(t) EMPLOYMENT AGREEMENT by and between OXFORD HEALTH PLANS, INC.Employment Agreement • March 31st, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • Delaware
1 CONFIDENTIAL EMPLOYMENT AGREEMENT AGREEMENT dated as of June 9, 1998, by and between OXFORD HEALTH PLANS, INC. (the "Corporation"), having a principal office in Norwalk, Connecticut, and Yon Y. Jorden (the "Employee"). WHEREAS, the Board of...Employment Agreement • August 14th, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
1- 2 Corporation, the Term shall be extended to two (2) years from the date of such Change in Control, unless notice to terminate the Term has been properly provided prior to the date of such Change in Control, and such Change in Control date shall be...Employment Agreement • March 31st, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
Exhibit 4 LOCK-UP AGREEMENT Saratoga Resources, Inc. 301 Congress Avenue--Suite 1550 Austin, Texas 78701 Re: Agreement and Plan of Merger (the "Merger Agreement") dated as of April 12, 1999 among Saratoga Resources, Inc. (the "Company"), OptiCare...Lock-Up Agreement • September 23rd, 1999 • Oxford Health Plans Inc • Hospital & medical service plans
3 4 of its acceptance, promptly after the Expiration Date, of all Old Notes properly tendered and you, on behalf of the Company, will exchange such Old Notes for New Notes and cause such Old Notes to be canceled. Delivery of New Notes will be made on...Exchange Agent Agreement • August 26th, 1999 • Oxford Health Plans Inc • Hospital & medical service plans • New York
EXHIBIT 10.c OXFORD HEALTH PLANS, INC. CREDIT AGREEMENT This CREDIT AGREEMENT is dated as of April 25, 2003 and entered into by and among OXFORD HEALTH PLANS, INC., a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE...Credit Agreement • May 5th, 2003 • Oxford Health Plans Inc • Hospital & medical service plans • New York
iii) the Company has not received $350 million in gross proceeds from the issuance of equity securities on or prior to June 30, 1998 on terms and conditions satisfactory to the Purchaser in its reasonable discretion (it being understood that the...Oxford Health Plans Inc • March 31st, 1998 • Hospital & medical service plans • New York
Exhibit 10(p) Daniel Gregoire 95 Maple Farm Road Auburn, NH 03032 EMPLOYMENT AGREEMENT AGREEMENT dated as of September 1, 2000, by and between OXFORD HEALTH PLANS, INC. (the "Corporation"), having a principal office in Trumbull, Connecticut, and...Employment Agreement • February 20th, 2001 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
EXHIBIT 10.b October 14, 2002 Mr. Steven Black 21 Heather Lane Darien, CT 06820 Dear Steve: This Letter of Agreement will supercede your Letter of Agreement dated December 3, 2001. It is our pleasure to promote you to Executive Vice President,...Letter of Agreement • May 5th, 2003 • Oxford Health Plans Inc • Hospital & medical service plans
1 Exhibit 10(v) AMENDMENT, dated as of February 23, 1998 (this "Amendment"), to that certain employment agreement, dated as of August 14, 1996 (the "Employment Agreement"), by and between Oxford Health Plans, Inc., (the "Corporation") and William M....Oxford Health Plans Inc • March 31st, 1998 • Hospital & medical service plans • Connecticut
Exhibit 10(y) RETIREMENT, CONSULTING AND NON-COMPETITION AGREEMENT AGREEMENT dated as of February 23, 1998, by and between OXFORD HEALTH PLANS, INC. (the "Corporation"), having a principal office in Darien, Connecticut, and Stephen F. Wiggins...Consulting and Non-Competition Agreement • March 31st, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • Connecticut
1 Exhibit 10.3 OXFORD HEALTH PLANS, INC. CREDIT AGREEMENT This CREDIT AGREEMENT is dated as of December 22, 2000 and entered into by and among OXFORD HEALTH PLANS, INC., a Delaware corporation ("COMPANY"), THE FINANCIAL INSTITUTIONS LISTED ON THE...Credit Agreement • January 10th, 2001 • Oxford Health Plans Inc • Hospital & medical service plans • New York
1 Exhibit(w) AMENDMENT, dated as of February 23, 1998 (this "Amendment"), to that certain employment agreement, dated as of August 14, 1996 (the "Employment Agreement"), by and between Oxford Health Plans, Inc., (the "Corporation") and Jeffery H. Boyd...Oxford Health Plans Inc • March 31st, 1998 • Hospital & medical service plans • Connecticut
1 Exhibit 10(rr) conformed SHARE EXCHANGE AGREEMENT SHARE EXCHANGE AGREEMENT, dated as of February 13, 1999, by and among TPG Partners II, L.P., a Delaware limited partnership ("TPG Partners"), TPG Parallel II, L.P., a Delaware limited partnership...Share Exchange Agreement • March 19th, 1999 • Oxford Health Plans Inc • Hospital & medical service plans • New York
150,000,000 TERM LOAN AGREEMENTTerm Loan Agreement • May 15th, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • New York
betweenRegistration Rights Agreement • March 31st, 1998 • Oxford Health Plans Inc • Hospital & medical service plans • New York
July 24, 1998 Dr. Benjamin Safirstein 237 South Mountain Avenue Montclair, NJ 07042 Dear Ben: This letter agreement (the "Agreement") will confirm the discussions that we have had with you in connection with the termination of your employment with...Oxford Health Plans Inc • November 16th, 1998 • Hospital & medical service plans
1 Exhibit 10(mm) conformed AMENDMENT NO. 2 TO INVESTMENT AGREEMENT Reference is hereby made to the Investment Agreement, dated as of February 23, 1998, as amended on May 13, 1998 (the "Agreement"), between TPG Partners II, L.P. (the "Investor") and...Investment Agreement • March 19th, 1999 • Oxford Health Plans Inc • Hospital & medical service plans
