Community Care Services Inc Sample Contracts

Community Care Services Inc – RESTATED AND AMENDED EMPLOYMENT AGREEMENT (July 2nd, 1999)

1 EXHIBIT 10.29 RESTATED AND AMENDED EMPLOYMENT AGREEMENT RESTATED AND AMENDED EMPLOYMENT AGREEMENT between Community Care Services, Inc., a New York corporation (the "Corporation") and Louis Rocco ("Executive") dated as of April 1, 1999. W I T N E S S E T H: WHEREAS, the Corporation and Executive have entered into an Employment Agreement (the "Employment Agreement") and Non-Competition Agreement (the "Non-Competition Agreement"), both dated May 10, 1997; and WHEREAS, Executive and the Corporation desire to restate and amend the Employment Agreement as set forth herein; WHEREAS, Executive and the Corporation desire to incorporate the terms of the Non-Competition Agreement into the Employment Agreement and to terminate the original Non-Competition Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained,

Community Care Services Inc – RESTATED AND AMENDED EMPLOYMENT AGREEMENT (July 2nd, 1999)

1 EXHIBIT 10.28 RESTATED AND AMENDED EMPLOYMENT AGREEMENT RESTATED AND AMENDED EMPLOYMENT AGREEMENT between Community Care Services, Inc., a New York corporation (the "Corporation") and Saverio D. Burdi ("Executive") dated as of April 1, 1999. W I T N E S S E T H: WHEREAS, the Corporation and Executive have entered into an Employment Agreement (the "Employment Agreement") and Non-Competition Agreement (the "Non-Competition Agreement"), both dated May 10, 1997; and WHEREAS, Executive and the Corporation desire to restate and amend the Employment Agreement as set forth herein; WHEREAS, Executive and the Corporation desire to incorporate the terms of the Non-Competition Agreement into the Employment Agreement and to terminate the original Non-Competition Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein conta

Community Care Services Inc – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (July 10th, 1998)

1 EXHIBIT 10.21 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 to Employment Agreement between Community Care Services, Inc. (the "Corporation") and Donald Fargnoli ("Executive") dated May 10, 1997 (the "Employment Agreement"). W I T N E S S E T H: WHEREAS, the Corporation and Executive entered into the Employment Agreement on May 10, 1997; and WHEREAS, the Corporation and Executive desire to amend the Employment Agreement as set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants and promises set forth herein, the parties hereby agree as follows: 1. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Employment Agreement. 2. The first sentence of Section 3(a) of the Employment Agreement is hereby amended in its entirety to read as follows:

Community Care Services Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT between Community Care Services, Inc., a New York corporation (the "Corporation") and Louis Rocco ("Executive") dated May 10, 1997. W I T N E S S E T H: WHEREAS, the Corporation and Executive have entered into a Stock Purchase Agreement for the purchase of all of the issued and outstanding common stock of Metropolitan Respirator Service, Inc. ("Metropolitan") owned by Executive, a Non-Competition Agreement and other related agreements; and WHEREAS, Executive is employed by Metropolitan; and WHEREAS, simultaneous with the closing of the above-mentioned purchase of the stock of Metropolitan (the "Closing"), the Corporation wishes to employ Executive and Executive wishes to be employed by the Corporation. NOW, THEREFORE, in consideration of the premises and the mutual covenants and

Community Care Services Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

1 EXHIBIT 10.18 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT between Community Care Services, Inc., a New York corporation (the "Corporation") and Wade Wilson ("Executive") dated as of May 10, 1997. W I T N E S S E T H: WHEREAS, the Corporation wishes to employ Executive and Executive wishes to be employed by the Corporation. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Employment. The Corporation agrees to and does hereby employ Executive, and Executive agrees to and does hereby accept employment by the Corporation, as Senior Vice President, Operation Systems of the Corporation, or in any other capacity as determined by its Board of Directors, subject to the supervision and direction of its President and Chief Executive Officer, for the two-year per

Community Care Services Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

1 EXHIBIT 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT between Community Care Services, Inc., a New York corporation (the "Corporation") and Saverio D. Burdi ("Executive") dated May 10, 1997. W I T N E S S E T H: WHEREAS, the Corporation and Executive have entered into a Stock Purchase Agreement for the purchase of all of the issued and outstanding common stock of Metropolitan Respirator Service, Inc. ("Metropolitan") owned by Executive, a Non-Competition Agreement and other related agreements; and WHEREAS, Executive is employed by Metropolitan; and WHEREAS, simultaneous with the closing of the above-mentioned purchase of the stock of Metropolitan (the "Closing"), the Corporation wishes to employ Executive and Executive wishes to be employed by the Corporation. NOW, THEREFORE, in consideration of the premises and the mutual covenant

Community Care Services Inc – CONSULTING AGREEMENT (July 10th, 1998)

1 EXHIBIT 10.23 CONSULTING AGREEMENT CONSULTING AGREEMENT between Community Care Services, Inc., a New York corporation (the "Corporation"), and Donald Fargnoli ("Fargnoli"), dated May 9, 1998. W I T N E S S E T H: WHEREAS, Fargnoli has been continuously employed by the Corporation pursuant to an Employment Agreement between Fargnoli and the Corporation dated May 10, 1997, as amended March 1, 1998 (the "Employment Agreement"); WHEREAS, Fargnoli wishes to retire from full time employment with the Corporation; and WHEREAS, the Corporation desires to retain Fargnoli's services as a Consultant and Fargnoli agrees to accept such engagement on the terms and condition set forth herein. NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereto agree as follows: 1. Ter

Community Care Services Inc – AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (July 10th, 1998)

1 EXHIBIT 10.22 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT AMENDMENT NO. 1 to Employment Agreement between Community Care Services, Inc. (the "Corporation") and Louis Rocco ("Executive") dated May 10, 1997 (the "Employment Agreement"). W I T N E S S E T H: WHEREAS, the Corporation and Executive entered into the Employment Agreement on May 10, 1997; and WHEREAS, the Corporation and Executive desire to amend the Employment Agreement as set forth herein; NOW THEREFORE, in consideration of the premises and the mutual covenants and promises set forth herein, the parties hereby agree as follows: 1. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed in the Employment Agreement. 2. The first sentence of Section 3(a) of the Employment Agreement is hereby amended in its entirety to read as follows:

Community Care Services Inc – EMPLOYMENT AGREEMENT (July 10th, 1998)

1 EXHIBIT 10.16 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT between Community Care Services, Inc., a New York corporation (the "Corporation") and Donald Fargnoli ("Executive") dated May 10, 1997. W I T N E S S E T H: WHEREAS, the Corporation and Executive have entered into a Stock Purchase Agreement for the purchase of all of the issued and outstanding common stock of Metropolitan Respirator Service, Inc. ("Metropolitan") owned by Executive, a Non-Competition Agreement and other related agreements; and WHEREAS, Executive is employed by Metropolitan; and WHEREAS, simultaneous with the closing of the above-mentioned purchase of the stock of Metropolitan (the "Closing"), the Corporation wishes to employ Executive and Executive wishes to be employed by the Corporation. NOW, THEREFORE, in consideration of the premises and the mutual covenants

Community Care Services Inc – STOCK PURCHASE AGREEMENT (September 19th, 1997)

1 EXHIBIT 2.1 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF SCHEDULES 4.8, 4.11(G) AND 4.20 OF THIS EXHIBIT. THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION STOCK PURCHASE AGREEMENT AMONG COMMUNITY CARE SERVICES, INC., AS BUYER AND DONALD FARGNOLI, LOUIS ROCCO AND SAVERIO D. BURDI, AS SELLERS MAY 10, 1997 2 STOCK PURCHASE AGREEMENT AMONG COMMUNITY CARE SERVICES, INC., A

Community Care Services Inc – STOCK PURCHASE AGREEMENT (May 15th, 1997)

EXHIBIT 2.2 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT dated as of May 10, 1997, among COMMUNITY CARE SERVICES, INC., a New York corporation ("Buyer"), and JACK PRINCE ("Seller"). Preliminary Statement WHEREAS, Seller owns Twenty Five (25) shares of the issued and outstanding capital stock, par value $10.00 per share (the "Shares"), of METROPOLITAN RESPIRATOR SERVICE, INC. D/B/A METROPOLITAN HOME CARE SERVICE, a New York corporation (the "Company"); WHEREAS, Seller wishes to sell and Buyer wishes to buy the Shares; NOW, THEREFORE, in consideration of the premises and mutual and dependent promises set forth herein, the parties hereto agree as follows: ARTICLE 1 CERTAIN DEFINITIONS. The following defined terms shall have the following meanings: 1.1 "Agreement" means this Agreement, as the same may be ext

Community Care Services Inc – NON-NEGOTIABLE PROMISSORY NOTE (May 15th, 1997)

NON-NEGOTIABLE PROMISSORY NOTE $1,302,182 May 10, 1997 WHEREAS, COMMUNITY CARE SERVICES, INC., a New York corporation ("Maker") owes Donald Fargnoli, ("Payee") the amount of One Million Three Hundred Two Thosuand One Hundred Eighty Two DOLLARS ($1,302,182) and Maker and Payee have agreed upon the terms of payment of such obligation and desire to memorialize such terms in writing. NOW THEREFORE, FOR VALUE RECEIVED, Maker hereby promises to pay to Payee, the principal amount of One Million Three Hundred Two Thosuand One Hundred Eighty Two DOLLARS ($1,302,182) on the principal balance outstanding from time, plus interest accruing at the rate of six percent (6%) per annum. The principal amount of this Non-Negotiable Promissory Note (the "Note") and all accrued interest thereon will be payable as follows: (i) one-half (including one-half of the principal amount of this Note

Community Care Services Inc – STOCK PURCHASE AGREEMENT (May 15th, 1997)

EXHIBIT 2.1 STOCK PURCHASE AGREEMENT AMONG COMMUNITY CARE SERVICES, INC., AS BUYER AND DONALD FARGNOLI, LOUIS ROCCO AND SAVERIO D. BURDI, AS SELLERS MAY 10, 1997 STOCK PURCHASE AGREEMENT AMONG COMMUNITY CARE SERVICES, INC., AS BUYER AND DONALD FARGNOLI, LOUIS ROCCO AND SAVERIO D. BURDI, AS SELLERS TABLE OF CONTENTS Page ---- Preliminary Statement ..................................................... 1 ARTIC

Community Care Services Inc – NON-NEGOTIABLE PROMISSORY NOTE (May 15th, 1997)

NON-NEGOTIABLE PROMISSORY NOTE $1,176,400 May 10, 1997 WHEREAS, COMMUNITY CARE SERVICES, INC., a New York corporation ("Maker") owes Donald Fargnoli, ("Payee") the amount of One Million One Hundred Seventy Six Thosuand Four Hundred DOLLARS ($1,176,400) and Maker and Payee have agreed upon the terms of payment of such obligation and desire to memorialize such terms in writing. NOW THEREFORE, FOR VALUE RECEIVED, Maker hereby promises to pay to Payee, the principal amount of One Million One Hundred Seventy Six Thosuand Four Hundred DOLLARS ($1,176,400) on the principal balance outstanding from time, plus interest accruing at the rate of six percent (6%) per annum. The principal amount of this Non-Negotiable Promissory Note (the "Note") and all accrued interest thereon will be payable as follows: (i) one-half (including one-half of the principal amount of this Note

Community Care Services Inc – 1996 Stock Option Plan (October 3rd, 1996)

EXHIBIT 10.01 Community Care Services, Inc. 1996 Stock Option Plan 1. Purpose of the Plan. The Community Care Services, Inc. 1996 Stock Option Plan (the "Plan") is intended to advance the interests of Community Care Services, Inc. , a New York corporation (the "Company"), by inducing persons of outstanding ability and potential to join and remain with the Company, by encouraging and enabling employees to acquire proprietary interests in the Company, and by providing the participating employees with an additional incentive to promote the success of the Company. This is accomplished by providing for the granting of "Options" (which term as used herein includes both "Incentive Stock Options" and "Nonstatutory Stock Options" as later defined) to qualified employees and non-employee Directors and consultants. 2. Administration. The Plan shall

Community Care Services Inc – WARRANT AGREEMENT (October 3rd, 1996)

Exhibit 10.08 WARRANT AGREEMENT AGREEMENT, dated as of ______________________ , 1996, by and mong COMMUNITY CARE SERVICES, INC., a New York corporation (the "Company"), CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent (the "Warrant Agent") and MAIDSTONE FINANCIAL, INC. (a Delaware corporation) ("Maidstone," the "Underwriter" or the "Representative") as representative of the several Underwriters named in the underwriting agreement. W I T N E S S E T H WHEREAS, in connection with a public offering pursuant to a registration statement (the "Registration Statement") on Form SB- 2 declared effective by the Securities and Exchange Commission on __________, 1996, of 1,300,000 shares of Common Stock, par value $.01 per share, of the Company (the "Common Stock"), and 1,300,000 Class A

Community Care Services Inc – FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT (October 3rd, 1996)

Exhibit 10.10 FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT This Agreement is made and entered into as of the day of , 1996 by and between Maidstone Financial, Inc., a Delaware corporation ("Maidstone" or the "Advisor"), and Community Care Services, Inc., a New York corporation (the "Company"). In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Purpose: The Company hereby engages the Advisor for the term specified in Paragraph 2 hereof to render consulting advice to the Company as an investment banker relating to financial and similar matters upon the terms and conditions set forth herein. 2. Term: Except as otherwise specified in Paragraph 4 hereof, this Agreement shall be ef