Choicecare Corp \Oh\ Sample Contracts

Choicecare Corp \Oh\ – EMPLOYMENT AGREEMENT (June 17th, 1997)

1 EXHIBIT 2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- EXECUTIVE VICE PRESIDENT ------------------------ CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company" and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and THOMAS D. ANTHONY, ESQ. ("Employee"), hereby agree as follows, effective as of the 1st day of January, 1997 but subject to the execution of a Definitive Agreement and Plan of Merger (the "Definitive Agreement") by and among Humana Inc., Humana Acquisition Subsidiary, Inc., the ChoiceCare Parent and The ChoiceCare Foundation: 1. RECITALS. Employer and Employee are currently parties to an

Choicecare Corp \Oh\ – EMPLOYMENT AGREEMENT (June 17th, 1997)

1 EXHIBIT 5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- CHIEF OPERATING OFFICER ----------------------- CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company" and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and JANE E. ROLLINSON ("Employee"), hereby agree as follows, effective as of the 1st day of January, 1997 but subject to the execution of a Definitive Agreement and Plan of Merger (the "Definitive Agreement") by and among Humana Inc., Humana Acquisition Subsidiary, Inc., the ChoiceCare Parent and The ChoiceCare Foundation: 1. RECITALS. Employer and Employee are currently parties to an emplo

Choicecare Corp \Oh\ – EMPLOYMENT AGREEMENT (June 17th, 1997)

1 EXHIBIT 4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- CHIEF EXECUTIVE OFFICER ----------------------- CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company" and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and DANIEL A. GREGORIE, M.D. ("Employee"), hereby agree as follows, effective as of the 1st day of January, 1997 but subject to the execution of a Definitive Agreement and Plan of Merger (the "Definitive Agreement") by and among Humana Inc., Humana Acquisition Subsidiary, Inc., the ChoiceCare Parent and The ChoiceCare Foundation: 1. RECITALS. Employer and Employee are currently parties to a

Choicecare Corp \Oh\ – SEVENTH AMENDMENT TO LEASE AGREEMENT (June 17th, 1997)

1 EXHIBIT 7 SEVENTH AMENDMENT TO LEASE AGREEMENT ------------------------------------ This Seventh Amendment to Lease Agreement ("Amendment") is made and entered into effective as of this ____ day of June, 1997, by and between CPX-Commercial Properties, Inc., a Kentucky Corporation ("Landlord") whose principal place of business is 655 Eden Park Drive, Suite 250, Cincinnati, Ohio, 45202 and ChoiceCare Health Plans, Inc., an Ohio Corporation ("Tenant") whose principal place of business is 655 Eden Park Drive, Suite 400, Cincinnati, Ohio, 45202. RECITALS -------- A. Key Property Development Corporation (formerly Corporex Properties, Inc.) ("Key Property") and Midwest Foundation Independent Physician Association, an Ohio Corporation (MFI), Tenant's predecessor in

Choicecare Corp \Oh\ – SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (June 17th, 1997)

1 EXHIBIT 6 AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (As amended and restated effective January 1, 1997) CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company," and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and DANIEL A. GREGORIE, M.D. (the "Employee") hereby agree as follows, effective as of the 1st day of January, 1997 SECTION 1 --------- PURPOSE OF AGREEMENT -------------------- 1.1 The Midwest Foundation Independent Physicians Association and Daniel A. Gregorie, M.D. entered into a Supplemental Executive Retirement Agreement, the orig

Choicecare Corp \Oh\ – EMPLOYMENT AGREEMENT (June 17th, 1997)

1 EXHIBIT 3 AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- EXECUTIVE VICE PRESIDENT ------------------------ CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company" and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and MICHAEL J. BARBER, M.D. ("Employee"), hereby agree as follows, effective as of the 1st day of January, 1997 but subject to the execution of a Definitive Agreement and Plan of Merger (the "Definitive Agreement") by and among Humana Inc., Humana Acquisition Subsidiary, Inc., the ChoiceCare Parent and The ChoiceCare Foundation: 1. RECITALS. Employer and Employee are currently parties to an

Choicecare Corp \Oh\ – EMPLOYMENT AGREEMENT (May 14th, 1997)

1 Exhibit 10(ii)(A)(1) AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- CHIEF EXECUTIVE OFFICER ----------------------- CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company" and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and DANIEL A. GREGORIE, M.D. ("Employee"), hereby agree as follows, effective as of the 1st day of January, 1997: 1. RECITALS. Employer and Employee are currently parties to an employment agreement, the original form of which was adopted on December 23, 1994 and the form of which was amended and/or restated certain times since then. This Agreement amends and restates any prior employm

Choicecare Corp \Oh\ – EMPLOYMENT AGREEMENT (May 14th, 1997)

1 Exhibit 10(ii)(A)(5) AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- EXECUTIVE VICE PRESIDENT ------------------------ CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company" and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and MICHAEL J. BARBER, M.D. ("Employee"), hereby agree as follows, effective as of the 1st day of January, 1997: 1. RECITALS. Employer and Employee are currently parties to an employment agreement, the original form of which was adopted on September 22, 1995 and the form of which was amended and/or restated certain times since then. This Agreement amends and restates any prior employment agr

Choicecare Corp \Oh\ – EMPLOYMENT AGREEMENT (May 14th, 1997)

1 Exhibit 10(ii)(A)(3) AMENDED AND RESTATED EMPLOYMENT AGREEMENT -------------------- CHIEF OPERATING OFFICER ----------------------- CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company" and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and JANE E. ROLLINSON ("Employee"), hereby agree as follows, effective as of the 1st day of January, 1997: 1. RECITALS. Employer and Employee are currently parties to an employment agreement, the original form of which was adopted on June 27, 1995 and the form of which was amended and/or restated certain times since then. This Agreement amends and restates any prior employment agreement be

Choicecare Corp \Oh\ – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (May 14th, 1997)

1 Exhibit 10(iii)(A)(5) CHOICECARE CORPORATION CHOICECARE HEALTH PLANS, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR EXECUTIVE OFFICERS (As adopted effective January 1, 1997) SECTION 1 --------- PURPOSE OF PLAN --------------- The purpose of this Plan is to provide deferred compensation for Key Employees of the Employer. The Plan is intended to be an unfunded deferred compensation plan within the meaning of sections 201, 301, and 401 of the Employee Retirement Income Security Act of 1974, as amended and will be construed as such. SECTION 2 ---------

Choicecare Corp \Oh\ – SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (May 14th, 1997)

1 Exhibit 10(ii)(A)(6) AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (As amended and restated effective January 1, 1997) CHOICECARE CORPORATION (the "ChoiceCare Parent") and CHOICECARE HEALTH PLANS, INC. (the "ChoiceCare Operating Company," and with the ChoiceCare Parent and the ChoiceCare Operating Company being collectively referred to as the "Employer"), and DANIEL A. GREGORIE, M.D. (the "Employee") hereby agree as follows, effective as of the 1st day of January, 1997 SECTION 1 --------- PURPOSE OF AGREEMENT -------------------- 1.1 The Midwest Foundation Independent Physicians Association and Daniel A. Gregorie, M.D. entered into a Supplemental Executive Retirement Agreement on the