Preferred Employers Holdings Inc Sample Contracts

Preferred Employers Holdings Inc – EXECUTIVE BONUS COMPENSATION PLAN (March 31st, 1999)

PREFERRED EMPLOYERS HOLDINGS, INC. EXECUTIVE BONUS COMPENSATION PLAN MARCH 3, 1999 TABLE OF CONTENTS PAGE ---- ARTICLE I OBJECTIVES ..................................................1 ARTICLE II MAINTENANCE OF PLAN ........................................1 ARTICLE III ELIGIBILITY FOR PARTICIPATION .............................1 ARTICLE IV AMOUNT OF AWARD.............................................2 ARTICLE V DISTRIBUTION OF AWARDS ......................................2 ARTICLE VI GENERAL PROVISIONS .........................................3 Section 6.1 Administration of the Plan ...........................3 Section 6.2 Withholding ..........................................3 Section 6.3 No Segrega

Preferred Employers Holdings Inc – 1996 STOCK OPTION PLAN (March 31st, 1999)

Exhibit 10.36 AMENDMENT TO 1996 STOCK OPTION PLAN OF PREFERRED EMPLOYERS HOLDINGS, INC. AMENDMENT, dated as of January 22, 1999, to the 1996 Stock Option Plan of Preferred Employers Holdings, Inc., a Delaware Corporation, (the "Company"). The Board desires to amend the 1996 Stock Option Plan as follows: 1. Section 15(b) of the Plan is hereby amended and restated in its entirety as set forth below: "(b) REORGANIZATION, MERGER AND RELATED TRANSACTIONS. All outstanding options under the Plan shall become fully exercisable following the occurrence of any Trigger Event (as defined below), whether or not such options are then exercisable under the provisions of the applicable agreements relating thereto. For

Preferred Employers Holdings Inc – STOCK PURCHASE AGREEMENT (August 20th, 1998)

Exhibit 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG PREFERRED HEALTHCARE STAFFING, INC. ("BUYER") AND DEBBIE BENDER-BALAZICH, STEVEN BARTH, STEVEN JONES AND STEPHEN M. MCLAUGHLIN (COLLECTIVELY "SELLERS") DATED AS OF JULY 10, 1998 TABLE OF CONTENTS

Preferred Employers Holdings Inc – REGISTRATION RIGHTS AGREEMENT (August 20th, 1998)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of August 10, 1998 (this "Agreement"), among PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "Company"), and DEBBIE BENDER-BALAZICH, STEVEN BARTH, STEVEN JONES AND STEPHEN M. McLAUGHIN (each a "Holder" and collectively, the "Holders"). W I T N E S S E T H: WHEREAS, the Holders are parties to that certain Stock Purchase Agreement, dated as of July 10, 1998 (the "Stock Purchase Agreement"), by and between the Holders and Preferred Healthcare Staffing, Inc. (the "Staffing"), a Delaware corporation and a wholly-owned subsidiary of the Company, pursuant to which Holders have certain registration rights covering the Transaction Shares; and WHEREAS, pursuant to the terms contained herein, the Company agrees to unde

Preferred Employers Holdings Inc – EMPLOYMENT AGREEMENT (August 20th, 1998)

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of August 10, 1998, by and between Preferred Healthcare Staffing, Inc., a Delaware Corporation ("PHS" or the "Company") and Stephen M. McLaughlin ("McLaughlin"), an individual. PRELIMINARY STATEMENTS: A. PHS, on the one hand, and Debbie Bender-Balazich, Steven Barth, Steven Jones and Stephen McLaughlin ("Sellers"), on the other hand, are parties to a Stock Purchase Agreement dated as of July 10, 1998 (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, PHS has acquired one hundred percent (100%) of the stock of National Explorers and Travelers Health Care, Inc., a Florida corporation ("NET"). B. McLaughlin was a five percent (5%) shareholder and Chief Operating Officer of NET. C. PHS wishes to employ M

Preferred Employers Holdings Inc – EMPLOYMENT AGREEMENT (August 20th, 1998)

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made as of August 10, 1998, by and between Preferred Healthcare Staffing, Inc., a Delaware Corporation ("PHS" or the "Company") and Debbie Bender-Balazich ("Bender"), an individual. PRELIMINARY STATEMENTS: A. PHS, on the one hand, and Debbie Bender-Balazich, Steven Barth, Steven Jones and Stephen McLaughlin ("Sellers"), on the other hand, are parties to a Stock Purchase Agreement dated as of July 10, 1998 (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, PHS has acquired one hundred percent (100%) of the stock of National Explorers and Travelers Health Care, Inc., a Florida corporation ("NET"). B. Bender was a fifty percent (50%) shareholder and President of NET. C. PHS wishes to employ Bender as an Executive Vice President of PHS

Preferred Employers Holdings Inc – STOCK OPTION AGREEMENT (August 20th, 1998)

Exhibit 10.2 PREFERRED EMPLOYERS HOLDINGS, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "AGREEMENT"), dated as of August 10, 1998, between PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "COMPANY"), having an address at 10800 Biscayne Boulevard, Penthouse, Miami, Florida 33161 and DEBBIE BENDER-BALAZICH, having an address at 7998 East Country Club Boulevard, Boca Raton, Florida 33434 (the "GRANTEE"). In accordance with the Preferred Employers Holdings, Inc. 1996 Stock Option Plan (the "PLAN"), and, subject to the terms hereof, the Company hereby grants to the Grantee an incentive stock option (the "OPTION") to purchase all or any part of an aggregate of 50,000 shares of the Company's common stock, par value $.01 per share (the "SHARES"). To evidence the Option and to set forth its terms, the Company and the Gran

Preferred Employers Holdings Inc – STOCK OPTION AGREEMENT (August 20th, 1998)

Exhibit 10.4 PREFERRED EMPLOYERS HOLDINGS, INC. STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "AGREEMENT"), dated as of August 10, 1998, between PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "COMPANY"), having an address at 10800 Biscayne Boulevard, Penthouse, Miami, Florida 33161 and STEPHEN M. McLAUGHLIN, having an address at 4311 Greenbriar Lane, Weston, Florida 33331 (the "GRANTEE"). In accordance with the Preferred Employers Holdings, Inc. 1996 Stock Option Plan (the "PLAN"), and, subject to the terms hereof, the Company hereby grants to the Grantee an incentive stock option (the "OPTION") to purchase all or any part of an aggregate of 20,000 shares of the Company's common stock, par value $.01 per share (the "SHARES"). To evidence the Option and to set forth its terms, the Company and the Grantee agree as fol

Preferred Employers Holdings Inc – PREFERRED EMPLOYERS EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE (July 28th, 1998)

EXHIBIT 99.1 [LOGO OF PREFERRED EMPLOYERS HOLDINGS, INC.] FOR IMMEDIATE RELEASE COMPANY CONTACT: William R. Dresback, Senior VP and CFO Telephone: (305) 893-4040 Fax: (305) 893-1173 PREFERRED EMPLOYERS EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE ALL OF THE OUTSTANDING CAPITAL STOCK OF NET HEALTHCARE MIAMI, FLORIDA - 3:00 PM - JULY 13, 1998 - Preferred Employers Holdings, Inc. (NASDAQ/Small Cap:PEGI) announced today that the Company, and its subsidiary Preferred Healthcare Staffing, Inc., have executed a definitive agreement to acquire, through a "pooling of interest," all of the outstanding capital stock of National Explorers and Travelers Healthcare, Inc. ("NET Healthcare") from its stockholders. The purchase price (not to exceed $10 millio

Preferred Employers Holdings Inc – STOCK PURCHASE AGREEMENT (July 28th, 1998)

Exhibit 10.1 STOCK PURCHASE AGREEMENT BY AND AMONG PREFERRED HEALTHCARE STAFFING, INC. ("BUYER") AND DEBBIE BENDER-BALAZICH, STEVEN BARTH, STEVEN JONES AND STEPHEN M. MCLAUGHLIN

Preferred Employers Holdings Inc – SHAREHOLDERS AGREEMENT (June 2nd, 1998)

EXHIBIT 10.18 SHAREHOLDERS AGREEMENT This shareholders agreement (this "Agreement") is made as of February 11, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC., having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161 (together with Preferred Employers Group, being the predecessor and a wholly-owned subsidiary of Preferred Employers Holdings, Inc., the "Company"), MEL HARRIS, an individual having an address at 10800 Biscayne Boulevard, Penthouse, Miami, Florida 33161 ("Harris") and HOWARD ODZER, an individual having an address at 1399 Northeast 103rd Street, Miami Shores, Florida 33138 ("Odzer" and, together with Harris, the "Shareholders"). WITNESSETH WHEREAS, the Company and the Shareholders were parties to that certain Amended and Restated Shareholders Agreement dated as of May 15, 1995 (the "Original Sharehol

Preferred Employers Holdings Inc – THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS (June 2nd, 1998)

EXHIBIT 4.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT ISSUED IN EXCHANGE FOR THIS WARRANT OR ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT. PREFERRED EMPLOYERS HOLDINGS, INC. Warrant for the Purchase of Shares of Common Stock.

Preferred Employers Holdings Inc – SECURITY AGREEMENT (June 2nd, 1998)

EXHIBIT 10.2 LOAN NO. _________________________________ CITY NATIONAL BANK OF FLORIDA PROMISSORY NOTE & SECURITY AGREEMENT REVOLVING LINE OF CREDIT Date April 27, 1998 --------------- Effective FOR VALUE RECEIVED, the undersigned (jointly and severally, if more than one) ("Maker") promises to pay to the order of CITY NATIONAL BANK OF FLORIDA at its office at 25 West Flagler Street, Miami, Florida, which together with any holder hereof is called "Bank", the principal sum of $THREE MILLION AND no/100 DOLLARS ($3,000,000.00) together with interest on the terms below: The proceeds of this loan are to be use

Preferred Employers Holdings Inc – LOAN AGREEMENT (June 2nd, 1998)

EXHIBIT 10.1 LOAN AGREEMENT THIS LOAN AGREEMENT ("Agreement"), dated the 4th day of May, 1998, and executed at Nassau, Bahamas, between PREFERRED HEALTHCARE STAFFING, INC., a Delaware corporation authorized to transact business in the State of Florida, 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161, (the "Company", "Borrower" or "Debtor"), and CITY NATIONAL BANK OF FLORIDA, a national banking association, 25 West Flagler Street, Miami, Florida 33131 (the "Bank" or "Lender"); WITNESSETH: WHEREAS, Lender has simultaneously herewith extended credit to Company under Revolving Line of Credit Promissory Note of even date herewith, in the original principal sum of $3,000,000.00 ("Note"); and WHEREAS, the Note has payment unconditionally guaranteed by Preferred Employers Holdings, Inc., the parent corporat

Preferred Employers Holdings Inc – GUARANTY (June 2nd, 1998)

EXHIBIT 10.3 ------------ CITY NATIONAL BANK OF FLORIDA CONTINUOUS GUARANTY TO: CITY NATIONAL BANK OF FLORIDA May 4, 1998 MIAMI, FLORIDA For value received and to enable PREFERRED HEALTHCARE STAFFING, INC., a Delaware corporation authorized to transact business in the State of Florida, of 10800 Biscayne Blvd., Miami, Florida 33161 (the "Debtor"), to obtain credit from time to time from City National Bank of Florida (the "Bank") the undersigned request(s) the Bank to extend from time to time to the Debtor, such credit as the Bank may deem proper and in consideration of any other credit given, the undersigned hereby guarantee(s) the full and prompt payment of the Bank at maturit

Preferred Employers Holdings Inc – THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS (June 2nd, 1998)

EXHIBIT 4.1 THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE SECURITIES ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS SUCH TRANSFER IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY

Preferred Employers Holdings Inc – 1996 STOCK OPTION PLAN (March 31st, 1998)

Exhibit 10.15 PREFERRED EMPLOYERS HOLDINGS, INC. 1996 STOCK OPTION PLAN 1. PURPOSE The purpose of this plan (the "Plan") is to secure for PREFERRED EMPLOYERS HOLDINGS, INC. (the "Company") and its stockholders the benefits arising from capital stock ownership by employees, officers and directors (who are also either employees or officers) of the Company and its subsidiary corporations who are expected to contribute to the Company's future growth and success. Those provisions of the Plan which make express reference to Section 422 of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"), shall apply only to Incentive Stock Options (as that term is defined in the Plan). 2. TYPE OF OPTIONS AND ADMINISTRATION (a) TYPES OF OPTIONS. Options granted pursuant to the Plan shall be authorized by action

Preferred Employers Holdings Inc – ASSET PURCHASE AGREEMENT (March 16th, 1998)

EXHIBIT 2.1 ASSET PURCHASE AGREEMENT AMONG PREFERRED EMPLOYERS ACQUISITION CORP., AS BUYER, HSSI TRAVEL NURSE OPERATIONS, INC., AS SELLER, AND HOSPITAL STAFFING SERVICES, INC. THE SOLE STOCKHOLDER OF SELLER __________________________________ DATED AS OF JANUARY 21, 1998 __________________________________ ASSET PURCHASE AGREEMENT TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS. . . . .

Preferred Employers Holdings Inc – EMPLOYMENT AGREEMENT (July 9th, 1997)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of July 7, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC. (the "Company"), having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161 and D. MARK OLSON, an individual having an address at 2326 Spicewood Court, Dunedin, Florida 34698 ("Olson"). W I T N E S S E T H WHEREAS, the Company and Olson wish to set forth the terms and conditions upon which Olson shall hereinafter be employed by the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Term. Olson shall be employed by t

Preferred Employers Holdings Inc – GENERAL AGENCY AGREEMENT (February 3rd, 1997)

GENERAL AGENCY AGREEMENT made this 1st day of January 1993 by and between The Insurance Company(ies) subscribing hereto, (collectively hereinafter referred to as the "Company") and PREFERRED EMPLOYERS GROUP, INC. (hereinafter referred to as the "General Agent") W I T N E S S E T H: In consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows: 1. APPOINTMENT: Subject to the terms and conditions of this Agreement, the General Agent is hereby appointed to solicit, bind, write and administer insurance as expressly set forth in Addendum A to this Agreement. The General Agent hereby accepts such appointment, and agrees to perform faithfully the duties thereof to the best of its knowledge, skill a

Preferred Employers Holdings Inc – FORM OF SHARE ESCROW AGREEMENT (January 31st, 1997)

FORM OF SHARE ESCROW AGREEMENT This SHARE ESCROW AGREEMENT, dated as of _______________________, 1997 (the "Agreement"), is entered into by and among PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "Company"), HOWARD ODZER ("Odzer") and Baer Marks & Upham LLP, a New York limited liability partnership, as Escrow Agent (the "Escrow Agent"). W I T N E S S E T H: WHEREAS, Odzer is the beneficial owner of _________ shares of Common Stock, par value $.01 per share, of the Company ("Common Stock"); and WHEREAS, Odzer agrees to place 300,000 shares of Common Stock (the "Shares") in escrow with the Escrow Agent for issuance upon the exercise of certain stock options which will be granted by him pursuant to the terms and subject to the conditions hereof (the "Stock Options") to certain executives and officers of the Company as designated by the Compensation Committee (the "Committee") of

Preferred Employers Holdings Inc – 1996 STOCK OPTION PLAN (January 31st, 1997)

PREFERRED EMPLOYERS HOLDINGS, INC. 1996 STOCK OPTION PLAN 1. Purpose The purpose of this plan (the "Plan") is to secure for PREFERRED EMPLOYERS HOLDINGS, INC. (the "Company") and its stockholders the benefits arising from capital stock ownership by employees, officers and directors (who are also either employees or officers) of the Company and its subsidiary corporations who are expected to contribute to the Company's future growth and success. Those provisions of the Plan which make express reference to Section 422 of the Internal Revenue Code of 1986, as amended or replaced from time to time (the "Code"), shall apply only to Incentive Stock Options (as that term is defined in the Plan). 2. Type of Options and Administration (a) Types of Options. Options granted pursuant to the Plan shall be authorized by action of the Board of Directors (the "Board") of the Company (or a committee design

Preferred Employers Holdings Inc – FORM OF EMPLOYMENT AGREEMENT (January 31st, 1997)

FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made as of ____________, 1997 by and among PREFERRED EMPLOYERS HOLDINGS, INC. (the "Company"), having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161 and HOWARD ODZER, an individual having an address at 1399 Northeast 103rd Street, Miami Shores Florida 33138 ("Odzer"). W I T N E S S E T H WHEREAS, Odzer is currently the President and a director of Preferred Employers Group, Inc. ("PEGI"), pursuant to an employment agreement made as of May 15, 1995 by and between PEGI and Odzer (the "PEGI Agreement"); WHEREAS, pursuant to a Share Exchange Agreement dated as of ________, 1997, the Company and PEGI effected an exchange and reorganization whereby all the outstanding shares of capital stock of PEGI were exchanged for all of the shares of capital stock of the Company result

Preferred Employers Holdings Inc – GENERAL AGENCY AGREEMENT (January 31st, 1997)

GENERAL AGENCY AGREEMENT made this 1st day of January 1993 by and between The Insurance Company(ies) subscribing hereto, (collectively hereinafter referred to as the "Company") and PREFERRED EMPLOYERS GROUP, INC. (hereinafter referred to as the "General Agent") W I T N E S S E T H: In consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows: 1. APPOINTMENT: Subject to the terms and conditions of this Agreement, the General Agent is hereby appointed to solicit, bind, write and administer insurance as expressly set forth in Addendum A to this Agreement. The General Agent hereby accepts such appointment, and agrees to perform faithfully the duties thereof to the best of its knowledge, skill a

Preferred Employers Holdings Inc – COST SHARING AGREEMENT (January 31st, 1997)

COST SHARING AGREEMENT ---------------------- THIS COST SHARING AGREEMENT ("Agreement") is entered into on the 3rd day of January, 1996, by and between PREFERRED EMPLOYERS GROUP, INC., a Florida corporation ("Preferred"), and INTERNATIONAL INSURANCE GROUP, INC., a Florida corporation ("IIG"). W I T N E S S E T H: -------------------- WHEREAS, Preferred currently provides office space, use of equipment and other administrative services to IIG at 10800 Biscayne Boulevard, l0th Floor, Miami, Florida; and WHEREAS, Preferred is the lessee of the aforementioned 10800 Biscayne Boulevard, l0th Floor, Miami, Florida, with the obligation to pay rent therefor; and WHEREAS, Preferred owns or leases certain business equipment

Preferred Employers Holdings Inc – THE TRANSFER OF THIS WARRANT IS (January 3rd, 1997)

Exhibit 4.1 THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. HOWEVER, NEITHER THE WARRANTS NOR SUCH SHARES MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) A POST-EFFECTIVE AMENDMENT TO SUCH REGISTRATION STATEMENT, (ii) A SEPARATE REGISTRATION STATEMENT UNDER SUCH ACT, OR (iii) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN. PREFERRED EMPLOYERS HOLDINGS, INC. Warrant for the Purchase of Shares of Common Stock, par value $.01 per Share No. 1

Preferred Employers Holdings Inc – FORM OF STOCK OPTION AGREEMENT (January 3rd, 1997)

Optionee:_____________________ Address:______________________ PREFERRED EMPLOYERS HOLDINGS, INC. FORM OF STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT, dated as of ___________, 19__ (the "Agreement"), by and among PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "Company"), ________________ ("Optionee") and HOWARD ODZER ("Grantor"), is entered into pursuant to the Share Escrow Agreement, dated as of November ___, 1997, by and among the Company, Grantor and Baer Marks & Upham LLP, a New York limited liability partnership, as Escrow Agent (the "Escrow Agreement"). PURSUANT TO THE ESCROW AGREEMENT, it is agreed as follows: 1. Grant of Option. Grantor hereby grants to the Optionee on the date hereof the right and option (the "Option") to purchase an

Preferred Employers Holdings Inc – OFFICE SPACE LEASE AGREEMENT (January 3rd, 1997)

Exhibit 10.6 OFFICE SPACE LEASE AGREEMENT Between K/B Opportunity Fund I, L.P., a Delaware Limited Partnership as Landlord, and PREFERRED EMPLOYERS GROUP, INC. as Tenant, Dated August 1, 1994 OFFICE SPACE LEASE AGREEMENT TABLE OF CONTENTS Page ARTICLE I THE PREMISES.........................................................1 SECTION 1.1 Demise..................................................1 SECTION 1.2 Premises.................

Preferred Employers Holdings Inc – SHARE EXCHANGE AGREEMENT (January 3rd, 1997)

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT dated as of _____________, 1997 among Preferred Employers Holdings, Inc., a Delaware corporation (the "Company"), and each of the stockholders of Preferred Employers Group, Inc., a Florida corporation ("PEGI") set forth on Annex A hereto (the "Stockholders"), sets forth the terms and conditions upon which each Stockholder shall exchange, assign and transfer to the Company, and the Company shall exchange and acquire from each Stockholder, all of the shares of common stock, par value $.01 per share (the "PEGI Shares"), of PEGI owned by such Stockholder. In consideration of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, each of the Stockholders and the Company hereby covenant and agree as follows: 1. Exchange and Purchase of Shares. Subject to the terms and conditions of this Agreement, each of the Stockholders shall exchange, assign and trans

Preferred Employers Holdings Inc – FORM OF STOCK OPTION AGREEMENT (January 3rd, 1997)

PREFERRED EMPLOYERS HOLDINGS, INC. FORM OF STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement"), dated as of January ___, 1997, between PREFERRED EMPLOYERS HOLDINGS, INC., a Delaware corporation (the "Company"), having an address at 10800 Biscayne Boulevard, Penthouse, Miami, Florida 33161 and [ ], having an address at ___________________________________ (the "Grantee"). In accordance with the Preferred Employers Holdings, Inc. 1996 Stock Option Plan (the "Plan"), the Company hereby grants to the Grantee an incentive stock option (the "Option") to purchase all or any part of an aggregate of [ ] shares of the Company's common shares, $.01 par value per share (the "Shares"). To evidence the Option and to set forth its terms, the Company and the Grantee agree as follows: 1. Confirmation of Grant. The Company hereby evidences and confirms its grant of the Option to the Grantee on the date of this Agreement

Preferred Employers Holdings Inc – AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (October 15th, 1996)

Exhibit 10.11 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This amended and restated shareholders agreement (this "Agreement") is made as of May 15, 1995 by and among PREFERRED EMPLOYERS GROUP, INC., having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161 (the "Company"), MEL HARRIS, an individual having an address at 10800 Biscayne Boulevard, Penthouse, Miami, Florida 33161 ("Harris") and HOWARD ODZER, an individual having an address at 1399 Northeast 103rd Street, Miami Shores, Florida 33138 ("Odzer" and, together with Harris, the "Shareholders"). W I T N E S S E T H WHEREAS, the Company and the Shareholders are parties to an agreement dated as of November 1, 1988 (the "Shareholders Agreement"); and WHEREAS, the C

Preferred Employers Holdings Inc – STOCK REPURCHASE AGREEMENT (October 15th, 1996)

Exhibit 10.8 STOCK REPURCHASE AGREEMENT This stock repurchase agreement (the "Agreement") is made as of May 15, 1995 by and among PREFERRED EMPLOYERS GROUP, INC., having an address at 10800 Biscayne Boulevard, 1Oth Floor, Miami, Florida 33161 (the "Company"), HOWARD ODZER, an individual having an address at 1399 Northeast 103rd Street, Miami Shores, Florida 33138 ("Odzer") and RONALD ROTHSTEIN, an individual having an address at 351 East 84th Street, New York, New York 10028 ("Rothstein"). W I T N E S S E T H WHEREAS, Odzer and Rothstein are the record and beneficial owner of 100 shares of common stock of the Company; and WHEREAS, the Company wishes to repurchase from Odzer and Rothstein, and Odzer and Rothstein wish to sell to

Preferred Employers Holdings Inc – EMPLOYMENT AGREEMENT (October 15th, 1996)

Exhibit 10.3 EMPLOYMENT AGREEMENT This employment agreement (this "Agreement") is made as of May 15, 1995 by and among PREFERRED EMPLOYERS GROUP, INC., having an address at 10800 Biscayne Boulevard, 10th Floor, Miami, Florida 33161 (the "Company") and HOWARD ODZER, an individual having an address at 1399 Northeast 103rd Street, Miami Shores Florida 33138 ("Odzer"). W I T N E S S E T H WHEREAS, Odzer is currently the President and Director of the Company; and WHEREAS, the Company and Odzer wish to set forth the terms upon which Odzer shall hereinafter be employed by the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration,