1 EXHIBIT 10.2 STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 26th, 1997 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
RECITALS:Pledge Agreement • November 15th, 2002 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER DATED DECEMBER 17, 2004Agreement and Plan of Merger • December 21st, 2004 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
1 EXHIBIT 1.1 SUPERIOR CONSULTANT HOLDINGS CORPORATION 2,150,000 Shares Common Stock(1) Underwriting AgreementSuperior Consultant Holdings Corp • October 4th, 1996 • Services-management consulting services • Illinois
1 EXHIBIT 10.1 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 2nd, 1998 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
Exhibit 1.1 3,000,000 Shares SUPERIOR CONSULTANT HOLDINGS CORPORATION Common Stock UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • October 24th, 1997 • Superior Consultant Holdings Corp • Services-management consulting services • New York
AMONGMerger Agreement • October 4th, 1996 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
WITNESSETHCredit Agreement • March 31st, 2003 • Superior Consultant Holdings Corp • Services-management consulting services
SUPERIOR CONSULTANT HOLDINGS CORPORATION Amendment to Compensation Agreement The Compensation Agreement dated January 5, 1998, as amended, between Richard D. Helppie, Jr., ("the executive, employee") and Superior Consultant Holdings Corporation, a...Compensation Agreement • April 1st, 2002 • Superior Consultant Holdings Corp • Services-management consulting services
EXHIBIT 10.1 REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • August 14th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
1 EXHIBIT 10.9 SUPERIOR CONSULTANT COMPANY, INC. Amendment to Employment Agreement and 1996 Vice President Bonus Plan The Employment Agreement dated January 1, 1996, as amended (the "EMPLOYMENT AGREEMENT") between Robert R. Tashiro, (the "EMPLOYEE")...Employment Agreement • October 4th, 1996 • Superior Consultant Holdings Corp • Services-management consulting services
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 1st, 2002 • Superior Consultant Holdings Corp • Services-management consulting services
WITNESSETHCredit Agreement • April 1st, 2002 • Superior Consultant Holdings Corp • Services-management consulting services
1 EXHIBIT 10.10 [Superior Consultant Logo] SUPERIOR CONSULTANT HOLDINGS CORPORATION EMPLOYMENT AGREEMENT Employment Agreement, between Superior Consultant Holdings Corporation, a Delaware Corporation ("Superior", "the company"), 4000 Town Center,...Employment Agreement • March 31st, 1999 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
1 EXHIBIT 10.2 ESCROW AGREEMENT ESCROW AGREEMENT dated as of August 20, 1998, among SUPERIOR CONSULTANT HOLDINGS CORPORATION, a Delaware corporation ("Superior") ENTERPRISE CONSULTING GROUP, INC., a Michigan corporation and wholly-owned subsidiary of...Escrow Agreement • September 2nd, 1998 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
EXHIBIT 10.2 PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • August 28th, 1997 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
EXHIBIT 10.12 SUPERIOR CONSULTANT HOLDINGS CORPORATION Amendment to Employment Agreement --------------------------------- The Employment Agreement dated January 20, 1997, as amended, between Richard Saslow, ("the employee") and Superior Consultant...Employment Agreement • April 1st, 2002 • Superior Consultant Holdings Corp • Services-management consulting services
EXHIBIT 10.15 SUPERIOR CONSULTANT HOLDINGS CORPORATION Amendment to Employment Agreement The Employment Agreement dated October 11, 2000, as amended, between George S. Huntzinger, RR4, Box 610 42nd Street, Dallas, PA 18612 and Superior Consultant...Employment Agreement • March 31st, 2003 • Superior Consultant Holdings Corp • Services-management consulting services
1 EXHIBIT 10.17 PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • August 7th, 1997 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
EXHIBIT 10.3 GUARANTY AND COMMERCIAL SECURITY AGREEMENT THIS GUARANTY AND COMMERCIAL SECURITY AGREEMENT (""Agreement") is made May 14, 2003 by the Guarantor (whose name and address are below in the Recitals) in favor of FIFTH THIRD BANK, a ("Lender"),...Guaranty and Commercial Security Agreement • August 14th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
1 EXHIBIT 10.8 SUPERIOR CONSULTANT HOLDINGS CORPORATION EMPLOYMENT AGREEMENT Employment Agreement, between Superior Consultant Holdings Corporation, a Delaware Corporation ("the company"), 4000 Town Center, Suite 1100, Southfield, Michigan 48075 and...Employment Agreement • March 31st, 1999 • Superior Consultant Holdings Corp • Services-management consulting services
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
This INVESTOR RIGHTS AGREEMENT (“Agreement”), is made as of June 9, 2003, by and among Superior Consultant Holdings Corporation, a Delaware corporation (the “Company”), and the holders of Company Securities set forth on the Holders Schedule attached hereto (collectively, the “Holders”) and, solely for purposes of Section 6 hereof, Richard D. Helppie, Jr., (“Helppie”) both individually and as trustee of The Richard D. Helppie, Jr. Trust (the “Trust”).
AGREEMENTAgreement • July 3rd, 2003 • Superior Consultant Holdings Corp • Services-management consulting services
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Statement on Schedule 13G (the “Statement”) to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them.
SUPERIOR CONSULTANT HOLDINGS CORPORATION Amendment to Employment AgreementEmployment Agreement • March 30th, 2004 • Superior Consultant Holdings Corp • Services-management consulting services
The Employment Agreement dated August 10, 1998, as amended, between Richard R. Sorensen (“the executive, employee”) and Superior Consultant Company, Inc., a Michigan Corporation (“the company”), is hereby amended as follows:
GUARANTY AGREEMENTGuaranty Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
This GUARANTY AGREEMENT (the “Guaranty”) is made and entered into as of June 9, 2003 by and among the subsidiaries of Superior Consultant Holdings Corporation, a Delaware corporation (“Holdings”), and Superior Consultant Company, Inc., a Michigan corporation (“OpCo” and together with Holdings, “Superior”) listed on Schedule A attached hereto (each subsidiary a “Guarantor” and collectively, the “Guarantor(s)”), Holdings, OpCo, Camden Partners Strategic Fund II-A, L.P., a Delaware limited partnership and Camden Partners Strategic Fund II-B, L.P., a Delaware limited partnership (“Camden II-B” and, together with Camden II-A, the “Purchasers”).
1 EXHIBIT 10.7 SUPERIOR CONSULTANT HOLDINGS CORPORATION EMPLOYMENT AGREEMENT Employment Agreement, between Superior Consultant Holdings Corporation, a Delaware Corporation ("the company"), 4000 Town Center, Suite 1100, Southfield, Michigan 48075 and...Employment Agreement • March 31st, 1999 • Superior Consultant Holdings Corp • Services-management consulting services
SUPERIOR CONSULTANT HOLDINGS CORPORATION Amendment to Employment AgreementEmployment Agreement • March 30th, 2004 • Superior Consultant Holdings Corp • Services-management consulting services
The current Employment Agreement, as amended, between RICHARD P. SASLOW, (“the employee”) and Superior Consultant Company, Inc., a Michigan Corporation, (“the company”), is hereby amended as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
SECURITIES PURCHASE AGREEMENT dated as of June 9, 2003 (this “Agreement”), by and between Superior Consultant Holdings Corporation, a Delaware corporation (the “Company”), Superior Consultant Company, Inc., a Michigan corporation (“OpCo”), and the purchasers set forth on the Purchasers Schedule attached hereto (collectively the “Purchasers”).
SUPERIOR CONSULTANT COMPANY, INC. Employment AgreementEmployment Agreement • March 30th, 2004 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
This letter sets forth our agreement on matters relating to your employment with SUPERIOR CONSULTANT HOLDINGS CORPORATION, a Delaware Corporation (“Superior”, “the Company”), 17570 West 12 Mile Road, Southfield, Michigan 48076 as President and Chief Operating Officer of the Company. This Employment Agreement supersedes any and all prior Employment Agreements and Amendments per the effective date below.
GUARANTY AGREEMENTGuaranty Agreement • July 29th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
This GUARANTY AGREEMENT (the “Guaranty”) is made and entered into as of by and among the subsidiaries of Superior Consultant Holdings Corporation, a Delaware corporation (“Holdings”), and Superior Consultant Company, Inc., a Michigan corporation (“OpCo” and together with Holdings, “Superior”) listed on Schedule A attached hereto (each subsidiary a “Guarantor” and collectively, the “Guarantor(s)”), Holdings, OpCo, and (collectively, the “Purchasers”).
SUPERIOR CONSULTANT HOLDINGS CORPORATION 17570 West Twelve Mile Road Southfield, Michigan 48076 June 9, 2003Superior Consultant Holdings Corp • June 13th, 2003 • Services-management consulting services
This letter will confirm our agreement that, upon your purchase of $7.5 million principal amount Senior Subordinated Debentures due 2006 (the “Debentures”), together with warrants (the “Warrants”) to purchase, initially, up to 807,000 shares (subject to adjustment) of common stock, par value $.01 per share (the “Common Stock”), of Superior Consultant Holdings Corporation (the “Company”), Camden Partners Strategic Fund II-A, L.P. and Camden Partners Strategic Fund II-B, L.P. (collectively, the “Camden Group”) shall be entitled to the following contractual management rights, in addition to any rights to non-public financial information, inspection rights, and other rights specifically provided to you in the applicable financing instruments.
RECITALSShareholder Agreement • April 1st, 2002 • Superior Consultant Holdings Corp • Services-management consulting services • Michigan
WARRANT AGREEMENT Dated as of June 9, 2003 between Superior Consultant Holdings Corporation as Issuer, and the Warrantholders Party HeretoWarrant Agreement • June 13th, 2003 • Superior Consultant Holdings Corp • Services-management consulting services • Delaware
WARRANT AGREEMENT dated as of June 9, 2003, between, Superior Consultant Holdings Corporation, a Delaware corporation (the “Company”), and each of the warrantholders party hereto (collectively, with their successors and assigns, the “Warrantholders”).
EXHIBIT 10.10 SUPERIOR CONSULTANT HOLDINGS CORPORATION Amendment to Employment Agreement --------------------------------- The Employment Agreement dated January 5, 1998, as amended, between Charles O. Bracken, ("the employee") and Superior Consultant...Employment Agreement • April 1st, 2002 • Superior Consultant Holdings Corp • Services-management consulting services
