Sykes Healthplan Services Inc Sample Contracts

Sykes Healthplan Services Inc – U.S. PURCHASE AGREEMENT (July 21st, 1998)

1 EXHIBIT 1.1 ================================================================================ SYKES HEALTHPLAN SERVICES, INC. (a Florida corporation) 2,000,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: July __, 1998 ================================================================================ 2 TABLE OF CONTENTS U.S. PURCHASE AGREEMENT...........................................................................................1 SECTION 1. Representations and Warranties...................................................................4 (a) Representations and Warranties by the Company..............

Sykes Healthplan Services Inc – AMENDMENT TO AGREEMENT NO. 1 (June 10th, 1998)

1 EXHIBIT 10.14 AMENDMENT TO AGREEMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT AGREEMENT is made and entered into this 13th day of May, 1998, by and among SYKES HEALTHPLAN SERVICES, INC., a Florida corporation (herein called the "Borrower"), NATIONSBANK, N.A. (the "Agent"), as Agent for the lenders (the "Lenders") party to a Credit Agreement dated March 27, 1998 among such Lenders, Borrower and the Agent, as amended (the "Agreement") and Lenders party to this Amendment Agreement. WITNESSETH: WHEREAS, the Borrower, the Agent and the Lenders have entered into the Agreement pursuant to which the Lenders have agreed to make revolving loans to the Borrower in the principal amount of $65,000,000 as evidenced by the Notes (as defined in the Agreement); and WHEREAS, the Lender has agreed to provide to Borrowe

Sykes Healthplan Services Inc – AMENDMENT AGREEMENT NO. 2 (June 10th, 1998)

1 EXHIBIT 10.15 AMENDMENT AGREEMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT AGREEMENT is made and entered into this ____ day of June, 1998, by and among SYKES HEALTHPLAN SERVICES, INC., a Florida corporation (herein called the "Borrower"), NATIONSBANK, N.A. (the "Agent"), as Agent for the lenders (the "Lenders") party to a Credit Agreement dated March 27, 1998, as amended, among such Lenders, Borrower and the Agent, as amended (the "Agreement") and Lenders party to this Amendment Agreement. W I T N E S S E T H: WHEREAS, the Borrower, the Agent and the Lenders have entered into the Agreement pursuant to which the Lenders have agreed to make revolving loans to the Borrower in the principal amount of $75,000,000 as evidenced by the Notes (as defined in the Agreement); and WHEREAS, the Borrower has requested th

Sykes Healthplan Services Inc – ADMINISTRATIVE SERVICES AGREEMENT (June 3rd, 1998)

1 EXHIBIT 10.15 ADMINISTRATIVE SERVICES AGREEMENT HEALTHCARE SERVICES SUPPORT Client: The Prudential Insurance Company of America (herein referred to as "Client") Effective Date: March 9, 1998 Prudential Service Bureau, Inc., (herein referred to as "PSBI"), agrees to perform for the Client the services described in Section A, as further detailed in the Schedule of Service Specifications attached hereto and made a part of this Agreement. The Client, in consideration of the performance of these services, agrees to pay PSBI the compensation provided in Sections A and B hereof. This Agreement, including Sections A through G, constitutes the entire agreement between the parties hereto with respect to the services described herein. Any modification of this Agreement is to be made only by a formal amendment executed by each of the parties. The parties hereto hav

Sykes Healthplan Services Inc – EMPLOYMENT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 31st day of March, 1998 by and between SYKES HEALTHPLAN SERVICES, INC., a Florida corporation (the "Company"), and Suzanne D. Kelly (the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires to assure itself of the Executive's continued employment in an executive capacity; and WHEREAS, the Executive desires to be employed by the Company and/or its subsidiaries on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the parties hereto covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. Subject to the terms and conditions of this Agre

Sykes Healthplan Services Inc – EMPLOYMENT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.6 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 31st day of March, 1998 by and between SYKES HEALTHPLAN SERVICES, INC., a Florida corporation (the "Company"), and Michael D. Peerboom (the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires to assure itself of the Executive's continued employment in an executive capacity; and WHEREAS, the Executive desires to be employed by the Company and/or its subsidiaries on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the parties hereto covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. Subject to the terms and cond

Sykes Healthplan Services Inc – ARTICLES OF INCORPORATION (April 24th, 1998)

1 EXHIBIT 3.1 ARTICLES OF INCORPORATION OF SYKES HEALTHPLAN SERVICES, INC. The undersigned, for the purpose of forming a corporation for profit under the laws of Florida, adopts the following Articles of Incorporation. ARTICLE 1 NAME AND ADDRESS Section 1.1 Name. The name of the corporation is Sykes HealthPlan Services, Inc. Section 1.2 Address of Principal Office. The address of the principal office of the corporation is 400 North Ashley, Suite 2300, Tampa, Florida 33602, Attn: Robert J. Grammig, Esq. ARTICLE 2 DURATION Section 2.1 Duration. This corporation shall exist perpetually. Corporate existence shall commence on the date these Articl

Sykes Healthplan Services Inc – OUTSOURCING AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.14 OUTSOURCING AGREEMENT This Outsourcing Agreement (the "Agreement") is made and entered into as of January 1, 1998, by and between Sykes HealthPlan Services, Inc., a Florida corporation ("SHPS"), and HealthPlan Services, Inc., a Florida corporation ("HPS"). BACKGROUND HPS (or one of its affiliates other than SHPS) provides certain administrative services and Care Management Services (as defined below) to clients ("Clients") pursuant to the terms of agreements with such Clients (the "Client Agreements") as of January 1, 1998. HPS desires that SHPS provide, and SHPS is willing to provide, the Care Management Services to the Clients on behalf of HPS in accordance with the terms and conditions of this Agreement. Accordingly, in consideration of the mutual covenants and agreements set forth below, the parties agree as fo

Sykes Healthplan Services Inc – EMPLOYMENT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 31st day of December 1997 by and between SYKES HEALTHPLAN SERVICES, INC., a Florida corporation (the "Company"), HEALTHPLAN SERVICES CORPORATION, a Delaware corporation ("HealthPlan Services") only for purposes of Section 6(f) and the severance payment guarantee footnoted on Exhibit A hereto, and JAMES K. MURRAY, III (the "Executive"). WITNESSETH: WHEREAS, the Company desires to assure itself of the Executive's continued employment in an executive capacity; and WHEREAS, the Executive desires to be employed by the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficie

Sykes Healthplan Services Inc – ARTICLES OF INCORPORATION (April 24th, 1998)

1 Exhibit 3.3 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SYKES HEALTHPLAN SERVICES, INC. In accordance with Section 607.1007 of the Florida Statutes, the Board of Directors of Sykes Healthplan Services, Inc. (the "Corporation") hereby amends and restates in its entirety the Articles of Incorporation. ARTICLE I. NAME The name of the Corporation is: SYKES HEALTHPLAN SERVICES, INC. ARTICLE II. ADDRESS The mailing address of the Corporation is: 11405 Bluegrass Parkway Louisville, Kentucky 40299 ARTICLE III. COMMENCEMENT OF EXISTENCE The existence of the Corporation began on Decembe

Sykes Healthplan Services Inc – EMPLOYMENT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 31st day of December 1997 by and between SHPS Acquisition Corp., a Florida corporation (the "Company"), and wholly owned subsidiary of Sykes HealthPlan Services, Inc., a Florida corporation ("SHPS"), and STEPHEN K. HOLLAND, M.D. (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to assure itself of the Executive's continued employment in an executive capacity; and WHEREAS, the Executive desires to be employed by the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto cove

Sykes Healthplan Services Inc – AMENDMENT TO PLAN AND AGREEMENT OF MERGER (April 24th, 1998)

1 EXHIBIT 10.12 AMENDMENT TO PLAN AND AGREEMENT OF MERGER THIS IS AN AMENDMENT TO THE PLAN AND AGREEMENT OF MERGER by and among Sykes HealthPlan Services, Inc., a Florida corporation (the "Purchaser"), Sykes HealthPlan Services Acquisition Corp., a Florida corporation (the "Merger Subsidiary"), and Health International, Inc., a Delaware corporation (the "Company"). W I T N E S S E T H : WHEREAS, the parties have heretofore entered into a Plan and Agreement of Merger dated February 11, 1998 (the "Plan and Agreement of Merger") which requires that certain shares of Company Preferred Stock be converted into Company Common Stock prior to the closing of the transactions contemplated thereby; and WHEREAS, on February 26, 1998, the Company issued a call for redemption of the Company Preferred Stock effective on March 30, 1998. Pursuant to

Sykes Healthplan Services Inc – CREDIT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.13 ================================================================================ CREDIT AGREEMENT by and among SYKES HEALTHPLAN SERVICES, INC., as Borrower, NATIONSBANK, NATIONAL ASSOCIATION , as Agent and as Lender and THE LENDERS PARTY HERETO FROM TIME TO TIME March __, 1998 ================================================================================ 2 TABLE OF CONTENTS Page ARTICLE I Definitions and Terms

Sykes Healthplan Services Inc – EMPLOYMENT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 31st day of March, 1998 by and between SYKES HEALTHPLAN SERVICES, INC., a Florida corporation (the "Company"), and Donald K. Kelly, M.D. (the "Executive"). W I T N E S S E T H : WHEREAS, the Company desires to assure itself of the Executive's continued employment in an executive capacity; and WHEREAS, the Executive desires to be employed by the Company and/or its subsidiaries on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledge, the parties hereto covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. Subject to the terms and co

Sykes Healthplan Services Inc – STOCK PURCHASE AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.9 STOCK PURCHASE AGREEMENT dated as of March 9, 1998 between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and SYKES HEALTHPLAN SERVICES, INC. 2 TABLE OF CONTENTS PAGE ARTICLE I CERTAIN DEFINITIONS SECTION 1.01. Certain Defined Terms........................................ 1 ARTICLE II PURCHASE AND SALE SECTION 2.01. Purchase and Sale............................................ 5 SECTI

Sykes Healthplan Services Inc – ACQUISITION AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.10 ACQUISITION AGREEMENT THIS ACQUISITION AGREEMENT (the "Agreement"), made this 31st day of December, 1997, is entered into by and among Sykes HealthPlan Services, Inc., a Florida corporation (the "Parent"), SHPS Acquisition Corp., a Florida corporation (the "Purchaser"), and OMS Holding Corporation ("OMS Holding"), Owen McKenna ("McKenna"), Stephen Holland, M.D. ("Holland"), Mark Wellman ("Wellman") (the "Current Shareholders"), Robert J. Bargar, M.D. and David C. Deitz, M.D. (the "Current Option Holders") (collectively, the "Selling Shareholders") and OMS Incorporated, a Massachusetts corporation (the "Acquired Company"). W I T N E S S E T H : WHEREAS, the parties desire to enter into this Acquisition Agreement pursuant to which Purchaser will purchase and the Selling Shareholders will sell all of the outstanding capi

Sykes Healthplan Services Inc – 1997 STOCK OPTION PLAN (April 24th, 1998)

1 Exhibit 10.1 SYKES HEALTHPLAN SERVICES, INC. 1997 STOCK OPTION PLAN 1. PURPOSE. The purpose of the Sykes HealthPlan Services, Inc. 1997 Stock Option Plan (the "Plan") is to promote the best interests of Sykes HealthPlan Services (together with any successor thereto, the "Company"), its subsidiaries and its stockholders by providing for the grant of stock Options to key employees and non- employee directors who perform valuable services for the Company in order to encourage and provide for the acquisition of an equity interest in the success of the Company by such individuals and to enable the Company to attract and retain the services of such individuals upon whose judgment, interest, skills, and special effort the successful conduct of its operation is largely dependent. 2. EFFECTIVE DATE. Subject to approval

Sykes Healthplan Services Inc – SHAREHOLDER AGREEMENT (April 24th, 1998)

1 Exhibit 4.2 AMENDMENT TO SHAREHOLDER AGREEMENT THIS AMENDMENT to that certain Shareholder Agreement (the "Shareholder Agreement") dated December 18, 1997 by and among SYKES HEALTHPLAN SERVICES, INC., a Florida corporation ("SHPS"), SYKES ENTERPRISES, INCORPORATED, a Florida corporation ("Sykes"), and HEALTHPLAN SERVICES CORPORATION, a Delaware corporation ("HPS") is made and entered into effective as of the 31st day of January, 1998. RECITALS: WHEREAS, Sykes and HPS (each a "Shareholder" and collectively the "Shareholders") together own all of the outstanding voting common stock of SHPS; WHEREAS, SHPS became a party to the Shareholder Agreement upon its incorporation on December 18, 1997; WHEREAS, the Shareholder Agreement refers to and defines SHPS

Sykes Healthplan Services Inc – SHAREHOLDER AGREEMENT (April 24th, 1998)

1 Exhibit 4.1 SHAREHOLDER AGREEMENT by and among SYKES ENTERPRISES, INCORPORATED and HEALTHPLAN SERVICES CORPORATION ============================================================================= December 18, 1997 ============================================================================= 2 TABLE OF CONTENTS 1. ORGANIZATION AND PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1. Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2. Name

Sykes Healthplan Services Inc – PLAN AND AGREEMENT OF MERGER (April 24th, 1998)

1 EXHIBIT 10.11 PLAN AND AGREEMENT OF MERGER THIS PLAN AND AGREEMENT OF MERGER (the "Agreement"), made this 11th day of February, 1998, is entered into by and among Sykes HealthPlan Services, Inc., a Florida corporation (hereinafter referred to as the "Purchaser"), Sykes HealthPlan Services Acquisition Corporation, a Florida corporation (the "Merger Subsidiary"), and Health International Inc., a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, the respective Boards of Directors of the Purchaser, Merger Subsidiary and the Company have approved the merger (the "Merger") of the Merger Subsidiary with and into the Company upon the terms and subject to the conditions set forth in this Agreement, in accordance with the Florida General Corporation Law and the General Corporation Law of the State of Delaware (the

Sykes Healthplan Services Inc – EMPLOYMENT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 31st day of December 1997 by and between SHPS Acquisition Corp., a Florida corporation (the "Company"), and wholly owned subsidiary of Sykes HealthPlan Services, Inc., a Florida corporation ("SHPS"), and OWEN MCKENNA (the "Executive"). W I T N E S S E T H: WHEREAS, the Company desires to assure itself of the Executive's continued employment in an executive capacity; and WHEREAS, the Executive desires to be employed by the Company on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto covenant and agr

Sykes Healthplan Services Inc – EMPLOYMENT AGREEMENT (April 24th, 1998)

1 EXHIBIT 10.4 MODIFICATION, RESTATEMENT AND CONTINUATION OF EMPLOYMENT AGREEMENT THIS MODIFICATION, RESTATEMENT AND CONTINUATION OF EMPLOYMENT AGREEMENT (THE "MODIFICATION") is made as of the 31st day of December, 1997 by and between SYKES HEALTHPLAN SERVICES, INCORPORATED, a Florida corporation (the "Company"), SYKES ENTERPRISES, INCORPORATED, a Florida corporation ("Sykes"), and DAVID E. GARNER (the "Executive"). WITNESSETH: WHEREAS, Sykes and Executive entered into an Employment Agreement (the "Agreement") as of the 1st day of March, 1996; and WHEREAS, Sykes is a fifty percent (50%) shareholder of Company and deems it to be in the best interest of the shareholders of Sykes that Executive continue his employment as