Provantage Health Services Inc Sample Contracts

Provantage Health Services Inc – LEASE AGREEMENT (April 21st, 2000)

1 EXHIBIT 10.7 LEASE AGREEMENT THIS LEASE, is entered into as of the 1st day of August, 1999 by and between Shopko Stores, Inc., a Wisconsin corporation, whose mailing address is P.O. Box 19060, Green Bay, Wisconsin, 54307-9060 ("Lessor"), and ProVantage Health Services, Inc., a Delaware corporation, whose mailing address is P.O. Box 846, Brookfield, Wisconsin 53008-0846 ("Lessee"). AGREEMENT: In consideration of the rents, mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows: 1. PREMISES In consideration of the rents, covenants and agreements hereinafter set forth, Lessor hereby leases to Lessee and Lessee hereby leases from Lessor, the real property situated in the City of Pewaukee, County of Waukesha, Wisconsin, which pr

Provantage Health Services Inc – END USER LICENSE AGREEMENT FOR PROVANTAGE PRODUCTS (April 21st, 2000)

1 EXHIBIT 10.8 PROVANTAGE HEALTH SERVICES, INC. END USER LICENSE AGREEMENT FOR PROVANTAGE PRODUCTS This ProVantage Health Services, Inc. End User License Agreement (the "Agreement") is entered into as of this 29th day of January, 2000, by and between ProVantage Health Services, Inc. ("ProVantage"), having its principal place of business at N19 W24130 Riverwood Drive, Waukesha, WI 53188, and ShopKo Stores, Inc., including any subsidiaries and affiliates of ShopKo Stores, Inc. ("End User"), having its principal place of business at 700 Pilgrim Way, Green Bay, WI 54307. 1. DEFINITIONS. For the purposes of this Agreement, the following terms shall have the definitions provided: 1.1 "Confidential Information" means any information disclosed by one party to the other party marked "confidential" or disclosed under circumstances that would lead a reasonable person to conclude that the information was confidential. Notwithstanding the

Provantage Health Services Inc – PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT (April 21st, 2000)

1 EXHIBIT 10.11 PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT THIS PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT ("Agreement") is made by and between PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation, with its principal place of business at N19 W24130 Riverwood Drive, Waukesha, Wisconsin 53188, hereinafter referred to as "PROVANTAGE", and AMERICAN MEDICAL SECURITY HOLDINGS, INC., a Wisconsin corporation ("Holdings") and its present and future wholly-owned insurance company subsidiaries with active business (which as of the date hereof includes United Wisconsin Life Insurance Company, a Wisconsin insurance company, ("UWLIC") Unity HMO of Illinois, Inc., an Illinois health maintenance organization ("Unity) and American Medical Security Health Plan, Inc. d/b/a American Medical Healthcare, a Florida health maintenance organization ("AMH") with their principal places of business at 3100 AMS Boulevard, Green Bay, Wisconsin 54313, Holdings, UWLIC, Unity and A

Provantage Health Services Inc – ProVantage Signs Three-Year Contract With American Medical Security (January 7th, 2000)

Exhibit 99.1 ProVantage Signs Three-Year Contract With American Medical Security WAUKESHA, Wis., Jan. 4 /PRNewswire/ -- ProVantage Health Services, Inc. (NYSE: PHS) signed a three-year agreement to provide comprehensive pharmacy benefit management services for certain operating subsidiaries of American Medical Security Group, Inc. (NYSE: AMZ) (AMS). ProVantage will continue to provide prescription benefit management services to more than 650,000 medical members covered by AMS. The terms of the new agreement, which are effective January 1, 2000, replace the terms in a previous agreement that was scheduled to end June 30, 2000. ProVantage has estimated that due to the competitive pricing structure of the new PBM agreement with AMS, the contribution to operating income under the agreement is expected to be approximately $2 million less for the next twelve months than it would have been had the existing contract bee

Provantage Health Services Inc – RIGHTS AGREEMENT (September 13th, 1999)

1 EXHIBIT 4.1 RIGHTS AGREEMENT BY AND BETWEEN PROVANTAGE HEALTH SERVICES, INC. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS AGENT DATED AS OF MARCH 12, 1999 2 TABLE OF CONTENTS PAGE ---- Section 1. Certain Definitions.......................................................................... 1 Section 2. Appointment

Provantage Health Services Inc – INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.1 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT is dated as of July 19, 1999, by PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"), and SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo"). WHEREAS, ProVantage is currently an indirect, wholly-owned subsidiary of ShopKo and the parties anticipate that ProVantage's common stock may be issued in an initial public offering (the "IPO"); and WHEREAS, ProVantage and ShopKo desire to enter into an agreement relating to the indemnification against certain liabilities that each party hereto shall extend to the other party hereto from and after the date the IPO is completed (the "IPO Date"). NOW, THEREFORE, the parties hereto agree as follows: 1. Effectiveness. This Agreement shall become effective on and only as of the IP

Provantage Health Services Inc – CREDIT AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.3 CREDIT AGREEMENT THIS CREDIT AGREEMENT ("Agreement") is made and entered into as of the 19th day of July, 1999, by SHOPKO STORES, INC., a Wisconsin corporation (hereinafter called the "Lender"), and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation (hereinafter called the "Company"). WHEREAS, the Company is presently an indirect, wholly-owned subsidiary of the Lender; WHEREAS, the parties hereto anticipate that the Company will sell shares of its common stock in an initial public offering; and WHEREAS, the Company has requested that, following the date of such initial public offering, the Lender make a $25.0 million line of credit available to the Company for working capital purposes and for capital expenditures, and the Lender has agreed to extend such line of credit on the terms and subject to the conditions set forth herein. N

Provantage Health Services Inc – ADMINISTRATIVE SERVICES AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.6 ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") dated as of July 19, 1999, is entered into by SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo") and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"). RECITALS WHEREAS, ProVantage provides health benefit management and health information technology products and services to the health care industry (the "ProVantage Business"); and WHEREAS, this Agreement is entered into in conjunction with an initial public offering of ProVantage's common stock, $.01 par value per share (the "ProVantage IPO"); and WHEREAS, after the ProVantage IPO, ProVantage will continue to need certain administrative services to be provided by ShopKo to ProVantage with respect to the operation of the ProVantage Business

Provantage Health Services Inc – INFORMATION TECHNOLOGY SERVICES AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.5 INFORMATION TECHNOLOGY SERVICES AGREEMENT THIS INFORMATION TECHNOLOGY SERVICES AGREEMENT ("Agreement") dated as of July 19, 1999, is entered into by SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo"), and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"). RECITALS WHEREAS, ShopKo, through its indirect, wholly-owned subsidiary ProVantage, provides health benefit management and health information technology products and services to the health care industry (the "ProVantage Business"); and WHEREAS, this Agreement is entered into in conjunction with an initial public offering of ProVantage's Class A common stock, $.01 par value per share (the "ProVantage IPO"); and WHEREAS, after the ProVantage IPO, ProVantage will continue to need certain information technology services, products

Provantage Health Services Inc – REGISTRATION RIGHTS AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") dated as of July 19, 1999, is entered into by PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation (the "Company"), and PROVANTAGE HOLDINGS, INC., a Delaware corporation (the "Shareholder"). This Agreement is made in connection with the registration for sale to the public of shares of Common Stock (as hereinafter defined) pursuant to a registration statement on Form S-1 and any amendments thereto (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") (the "Initial Public Offering"). The Shareholder owns approximately 69.1% of the issued and outstanding shares of Common Stock (as hereinafter defined) after completion of the Initial Public Offering (approximately 64.5% if the overallotment option is exercised in ful

Provantage Health Services Inc – TAX MATTERS AGREEMENT (September 13th, 1999)

1 EXHIBIT 10.2 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT ("Agreement") dated as of July 19, 1999 is entered into by SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo") and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"). RECITALS WHEREAS, ProVantage is currently a wholly-owned indirect subsidiary of ShopKo and the parties anticipate that a portion of the authorized common stock of ProVantage may be issued and sold to others; and WHEREAS, ProVantage currently participates in the consolidated tax returns of ShopKo, and ProVantage and ShopKo desire to enter into an agreement relating to certain tax matters after the Distribution Date. NOW, THEREFORE, the parties hereto agree as follows: 1. Effectiveness. This Agreement shall become effective on the Distribution Date. 2. Definition

Provantage Health Services Inc – 1999 STOCK INCENTIVE PLAN (August 18th, 1999)

Exhibit 4 PROVANTAGE HEALTH SERVICES, INC. 1999 STOCK INCENTIVE PLAN SECTION 1 GENERAL 1.1. Purpose. The ProVantage Health Services, Inc. 1999 Stock Incentive Plan (the "Plan") has been established by ProVantage Health Services, Inc. (the "Company") (i) to attract and retain high quality individuals eligible to participate in the Plan; (ii) to motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) to provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) to further align Participants' interests with those of the Company's shareholders through compensation that is based on the Company's common stock; and thereby promote the long-term financial interests of the Company and the Related Companies, including the growth in value of the Company's equit

Provantage Health Services Inc – PURCHASE AGREEMENT (April 19th, 1999)

PROVANTAGE HEALTH SERVICES, INC. (a Delaware corporation) 5,300,000 Shares of Common Stock PURCHASE AGREEMENT ------------------ Dated: April ., 1999 Table of Contents Page ---- SECTION 1. REPRESENTATIONS AND WARRANTIES..................................2 (a) Representations and Warranties by the Company......................2 (i) Compliance with Registration Requirements..................3 (ii) Independent Accountants....................................4 (iii) Financial Statements.......................................4 (iv) No Material Adverse Change in Business.....................4 (v

Provantage Health Services Inc – I. T. SUPPORT AGREEMENT (April 19th, 1999)

Exhibit 10.2 I. T. SUPPORT AGREEMENT THIS I. T. SUPPORT AGREEMENT ("Agreement") dated as of ____________________, 1999, is entered into by SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo"), and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"). RECITALS WHEREAS, ShopKo, through its indirect, wholly-owned subsidiary ProVantage, provides health benefit management and health information technology products and services to the health care industry (the "ProVantage Business"); and WHEREAS, this Agreement is entered into in conjunction with an initial public offering of ProVantage's Class A common stock, $.01 par value per share (the "ProVantage IPO"); and WHEREAS, after the ProVantage IPO, ProVantage will continue to need certain information technology services, products and support to be provided by Shop

Provantage Health Services Inc – DEMAND PROMISSORY NOTE (March 26th, 1999)

EXHIBIT 4.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD OR TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR EXEMPTION THEREFROM UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS. $115,000,000 _______________, 1999 Milwaukee, Wisconsin DEMAND PROMISSORY NOTE ---------------------- FOR VALUE RECEIVED, the undersigned, ProVantage Health Services, Inc., a Delaware corporation, hereby promises to pay to the order of ProVantage Holdings, Inc., a Delaware corporation ("ProVantage Holdings"), the principal sum of One Hundred Fifteen Million Dollars ($115,000,000), together with interest from the date he

Provantage Health Services Inc – CREDIT AGREEMENT (March 26th, 1999)

Exhibit 10.3 CREDIT AGREEMENT THIS CREDIT AGREEMENT ("Agreement") is made and entered into as of the ___ day of _______, 1999, by SHOPKO STORES, INC., a Wisconsin corporation (hereinafter called the "Lender"), and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation (hereinafter called the "Company"). WHEREAS, the Company is presently an indirect, wholly-owned subsidiary of the Lender; WHEREAS, the parties hereto anticipate that the Company will sell shares of its common stock in an initial public offering; and WHEREAS, the Company has requested that, following the date of such initial public offering, the Lender make a $25.0 million line of credit available to the Company for working capital purposes and for capital expenditures, and the Lender has agreed to extend such line of credit on the terms and subject to the conditions set forth herein. NOW

Provantage Health Services Inc – INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (March 26th, 1999)

EXHIBIT 10.4 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT is dated as of ___________________, 1999, by PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"), and SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo"). WHEREAS, ProVantage is currently an indirect, wholly-owned subsidiary of ShopKo and the parties anticipate that ProVantage's common stock may be issued in an initial public offering (the "IPO"); and WHEREAS, ProVantage and ShopKo desire to enter into an agreement relating to the indemnification against certain liabilities that each party hereto shall extend to the other party hereto from and after the date the IPO is completed (the "IPO Date"). NOW, THEREFORE, the parties hereto agree as follows: 1. Effectiveness. This Agreement shall become effective on and only as of the IPO Date.

Provantage Health Services Inc – RESTATED CERTIFICATE OF INCORPORATION (March 26th, 1999)

EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION ------------------------------------- OF -- PROVANTAGE HEALTH SERVICES, INC. -------------------------------- ProVantage Health Services, Inc., a Delaware corporation (the "Corporation"), the original certificate of incorporation of which was filed with the Secretary of State of the State of Delaware on June 26, 1989 (the "Certificate of Incorporation") under the name The Mikalix Group, Inc., hereby certifies that this Restated Certificate of Incorporation, restating, integrating and amending its Certificate of Incorporation, was duly adopted by its Board of Directors and its stockholder in accordance with Sections 242 and 245 of the Gen

Provantage Health Services Inc – I. T. SUPPORT AGREEMENT (March 26th, 1999)

Exhibit 10.2 I. T. SUPPORT AGREEMENT THIS I. T. SUPPORT AGREEMENT ("Agreement") dated as of ____________________, 1999, is entered into by SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo"), and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"). RECITALS WHEREAS, ShopKo, through its indirect, wholly-owned subsidiary ProVantage, provides health benefit management and health information technology products and services to the health care industry (the "ProVantage Business"); and WHEREAS, this Agreement is entered into in conjunction with an initial public offering of ProVantage's Class A common stock, $.01 par value per share (the "ProVantage IPO"); and WHEREAS, after the ProVantage IPO, ProVantage will continue to need certain information technology services, products and support to be provided by Shop

Provantage Health Services Inc – PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT (March 26th, 1999)

Exhibit 10.11 PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT THIS PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT ("Agreement") is made by and between PROVANTAGE PRESCRIPTION BENEFIT MANAGEMENT SERVICES, INC., a Minnesota Corporation with its principal place of business at 700 Pilgrim Way, Green Bay, Wisconsin 54313, hereinafter referred to as "PROVANTAGE", and SHOPKO STORES, INC. a MINNESOTA corporation hereinafter referred to as the "Plan Sponsor". WHEREAS, the Plan Sponsor has adopted a prescription drug program (the "Plan") for its eligible employees and their eligible dependents (the "Participants"), a description of which will be completed by the Plan Sponsor prior to the effective date of this Agreement and shall be attached hereto and incorporated herein (the "Plan Parameters"); WHEREAS, PROVANTAGE is a prescription benefit manager, and maintains a computerized claims processing sy

Provantage Health Services Inc – RIGHTS AGREEMENT (March 26th, 1999)

RIGHTS AGREEMENT BY AND BETWEEN PROVANTAGE HEALTH SERVICES, INC. AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION RIGHTS AGENT DATED AS OF ______________, 1999 TABLE OF CONTENTS PAGE ---- Section 1. Certain Definitions.......................................................................... 1 Section 2. A

Provantage Health Services Inc – 1999 STOCK INCENTIVE PLAN (March 26th, 1999)

Exhibit 10.10 PROVANTAGE HEALTH SERVICES, INC. 1999 STOCK INCENTIVE PLAN ------------------------- SECTION 1 --------- GENERAL ------- 1.1. Purpose. The ProVantage Health Services, Inc. 1999 Stock Incentive Plan (the "Plan") has been established by ProVantage Health Services, Inc. (the "Company") (i) to attract and retain high quality individuals eligible to participate in the Plan; (ii) to motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) to provide incentive compensation opportunities that are competitive with those of other similar companies; and (iv) to further align Participants' interests with those of the Company's shareholders through compen

Provantage Health Services Inc – REGISTRATION RIGHTS AGREEMENT (March 26th, 1999)

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT ("Agreement") dated as of ___________________, 1999, is entered into by PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation (the "Company"), and PROVANTAGE HOLDINGS, INC., a Delaware corporation (the "Shareholder"). This Agreement is made in connection with the registration for sale to the public of shares of Common Stock (as hereinafter defined) pursuant to a registration statement on Form S-1 and any amendments thereto (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") (the "Initial Public Offering"). The Shareholder owns ___% of the issued and outstanding shares of Common Stock (as hereinafter defined). The Shareholder or any Affiliate (as hereinafter defined) that may acquire shares of Common Stock from the Shareholder has the right to cau

Provantage Health Services Inc – SYSTEM AGREEMENT (March 26th, 1999)

EXHIBIT 10.12 SYSTEM AGREEMENT THIS AGREEMENT is made as of the 27 day of January, 1999. BETWEEN: SYSTEMS XCELLENCE USA, INC. 900 Jackson Street Suite 600 Dallas, Texas U.S.A. 75202 Telephone: (972) 529-1644 Fax: (972) 529-1645 (hereinafter referred to as "Supplier") OF THE FIRST PART and PROVANTAGE, INC. 13555 Bishops Court, Suite 201 P.O. Box 846 Brookfield, WI 53008-0846 Telephone: (414) 641-3909 Fax: (414) 641-3770 (hereinafter referred to as "Customer") OF THE SECOND PART IN CONSIDERATION of the mutual covenants and promises hereinafter contained, the parties hereto agree as follows:

Provantage Health Services Inc – PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT (March 26th, 1999)

EXHIBIT 10.9(a) March 14, 1996 FIRST AMENDED AND RESTATED PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT THIS FIRST AMENDED AND RESTATED PRESCRIPTION BENEFIT AGREEMENT ("Agreement") is made by and between PROVANTAGE PRESCRIPTION BENEFIT MANAGEMENT SERVICES, INC., a Minnesota Corporation, with its principal place of business at 700 Pilgrim Way, Green Bay, Wisconsin 54313, hereinafter referred to as "PROVANTAGE", and AMERICAN MEDICAL SECURITY, INC., a Delaware corporation with its principal place of business at 3100 AMS Boulevard, Green Bay, Wisconsin 54313, hereinafter referred to as "AMS". WHEREAS, AMS has adopted various prescription drug programs referenced on Exhibit A attached hereto (the "Plans") for various clients' eligible employees and their eligible dependents (the "Plan Participants"). A d

Provantage Health Services Inc – BENEFIT MANAGEMENT AGREEMENT (March 26th, 1999)

EXHIBIT 10.9(b) FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT THIS FIRST AMENDMENT TO THE FIRST AMENDED AND RESTATED PRESCRIPTION BENEFIT MANAGEMENT AGREEMENT is made by and between PROVANTAGE BENEFIT PRESCRIPTION MANAGEMENT SERVICES, INC., a Minnesota corporation, with its principal place of business at 700 Pilgrim Way, Green Bay, Wisconsin 54313, hereinafter referred to as "PROVANTAGE" and AMERICAN MEDICAL SECURITY, INC., a Delaware corporation with its principal place of business at 3100 AMS Boulevard, Green Bay, Wisconsin 54313, hereinafter referred to as "AMS". Whereas, PROVANTAGE and AMS have entered into a First Amended and Restated Prescription Benefit Management Agreement dated as of March 14, 1996 ("PBM Agreement"); and Whereas, PROVANTAGE and AMS have agreed to amend the PBM Agreement as set forth herein; and Whereas,

Provantage Health Services Inc – CHANGE OF CONTROL SEVERANCE AGREEMENT (March 26th, 1999)

Exhibit 10.8 PROVANTAGE HEALTH SERVICES, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT THIS CHANGE OF CONTROL AGREEMENT by and between PROVANTAGE HEALTH SERVICES, INC., a Minnesota corporation (the "Company"), and ___________________ (the "Executive"), is entered into on this ____ day of ________ __, 199_. WHEREAS, in order to retain capable executives, the Company desires to enter into agreements to protect its executives upon a change of control of the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties agree as follows: 1. Definitions. (a) The "Change of Control Date" shall be the first date on which a Change of Control occurs. Anything in this Agreement to the contrary notwithsta

Provantage Health Services Inc – INDEMNIFICATION AGREEMENT (March 26th, 1999)

EXHIBIT 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT, is made as of ________________, 199_ by and between ProVantage Health Services, Inc., a Delaware corporation (the "Company"), and ______________________ ("Indemnitee"). WHEREAS, Indemnitee is a member of the Board of Directors and/or an executive officer of the Company; and WHEREAS, it will be difficult to retain directors and executive officers of the Company unless such persons are adequately indemnified against liabilities incurred and claims made in performance of their duties as directors and/or executive officers of the Company; and WHEREAS, Article VIII of the Company's Bylaws (the "Bylaws") provides for the indemnification by the Company of the officers and directors of the Company and, as additional consideration for the services of Indemnitee, the Company has obtained at its expense d

Provantage Health Services Inc – TAX MATTERS AGREEMENT (March 26th, 1999)

Exhibit 10.6 TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT ("Agreement") dated as of _________, 1999 is entered into by SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo") and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"). RECITALS WHEREAS, ProVantage is currently a wholly-owned indirect subsidiary of ShopKo and the parties anticipate that a portion of the authorized common stock of ProVantage may be issued and sold to others; and WHEREAS, ProVantage currently participates in the consolidated tax returns of ShopKo, and ProVantage and ShopKo desire to enter into an agreement relating to certain tax matters after the Distribution Date. NOW, THEREFORE, the parties hereto agree as follows: 1. Effectiveness. This Agreement shall become effective on t

Provantage Health Services Inc – ADMINISTRATIVE SERVICES AGREEMENT (March 26th, 1999)

Exhibit 10.1 ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT ("Agreement") dated as of ____________________, 1999, is entered into by SHOPKO STORES, INC., a Wisconsin corporation ("ShopKo") and PROVANTAGE HEALTH SERVICES, INC., a Delaware corporation ("ProVantage"). RECITALS WHEREAS, ProVantage provides health benefit management and health information technology products and services to the health care industry (the "ProVantage Business"); and WHEREAS, this Agreement is entered into in conjunction with an initial public offering of ProVantage's common stock, $.01 par value per share (the "ProVantage IPO"); and WHEREAS, after the ProVantage IPO, ProVantage will continue to need certain administrative services to be provided by ShopKo to ProVantage with respect to the operation of the ProVantage Business for