TEAM HEALTH HOLDINGS, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • New York
[Form of lock-up agreement from directors, executive officers, Ensemble Parent, LLC and other stockholders pursuant to Section 5(k)]
INDENTURE Dated as of November 23, 2015 Among TEAM HEALTH, INC., as the Issuer, the Guarantors from time to time party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent $545,000,000 7.250% SENIOR...Indenture • November 23rd, 2015 • Team Health Holdings Inc. • Services-help supply services • New York
INDENTURE, dated as of November 23, 2015, among Team Health, Inc., a Tennessee corporation (the “Issuer”), the Guarantors (as defined herein) from time to time party hereto and Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States of America, as Trustee, Transfer Agent, Registrar and Paying Agent.
SECOND AMENDMENT AND RESTATEMENT AGREEMENT dated as of November 23, 2015 among TEAM HEALTH HOLDINGS, INC., as Holdings, TEAM HEALTH, INC., as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...Credit Agreement • November 23rd, 2015 • Team Health Holdings Inc. • Services-help supply services • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 23, 2015, among TEAM HEALTH, INC., a Tennessee corporation (the “Borrower”), TEAM HEALTH HOLDINGS, INC., a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and CITIGROUP GLOBAL MARKETS INC., as Syndication Agent.
FIRST AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 2, 2014 among TEAM HEALTH HOLDINGS, INC., as Holdings, TEAM HEALTH, INC., as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...Credit Agreement • October 2nd, 2014 • Team Health Holdings Inc. • Services-help supply services • New York
FIRST AMENDMENT AND RESTATEMENT AGREEMENT dated as of October 2, 2014 (this “Restatement Agreement”), among Team Health Holdings, Inc., a Delaware corporation (“Holdings”), Team Health, Inc., a Tennessee corporation (the “Borrower”), each lender party hereto, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), Swing Line Lender and L/C Issuer (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement (as defined below)).
REGISTRATION RIGHTS AGREEMENT by and among TEAM HEALTH HOLDINGS, INC., ENSEMBLE PARENT LLC, and the MANAGEMENT STOCKHOLDERS a party hereto Dated as of December 15, 2009Registration Rights Agreement • December 18th, 2009 • Team Health Holdings Inc. • Services-help supply services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated December 15, 2009 and is by and among Team Health Holdings, Inc., a Delaware corporation (the “Company”) (to be converted from Team Health Holdings, LLC in connection with the initial public offering (“IPO”) of shares of Common Stock (as hereinafter defined) of the Company), Ensemble Parent LLC, a Delaware limited liability company (“Ensemble Parent”) and the Management Stockholders (as hereinafter defined) a party hereto.
TEAM HEALTH HOLDINGS, INC. (a Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 5th, 2012 • Team Health Holdings Inc. • Services-help supply services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2015 • Team Health Holdings Inc. • Services-help supply services • Tennessee
THIS AGREEMENT (the “Agreement”) is dated as of the 5th day of August, 2014 by and between Team Health, Inc., a Tennessee corporation (the “Company”), and Miles Snowden, MD (“Employee”).
TEAM HEALTH HOLDINGS, INC. (a Delaware corporation) 9,633,107 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 15th, 2013 • Team Health Holdings Inc. • Services-help supply services • New York
AGREEMENT AND PLAN OF MERGER by and among TEAM HEALTH HOLDINGS, INC., INTREPID MERGER SUB, INC. andAgreement and Plan of Merger • August 4th, 2015 • Team Health Holdings Inc. • Services-help supply services • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 4, 2015 (this “Agreement”), is made by and among Team Health Holdings, Inc., a Delaware corporation (“Parent”), Intrepid Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and IPC Healthcare, Inc., a Delaware corporation (the “Company”).
COOPERATION AGREEMENTCooperation Agreement • March 23rd, 2016 • Team Health Holdings Inc. • Services-help supply services • Delaware
provided, that in the case of (ii) or (iii) above, the source of such information was not believed by you, after reasonable inquiry of the disclosing person, to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other person with respect to such information at the time the information was disclosed to you.
Page Article I. INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 3 Article II. CORPORATE GOVERNANCE MATTERS 3 2.1 Board of Directors 3 Article III. COVENANTS 4 3.1 Books and Records; Access 4 3.2 Periodic Reporting 4 Article IV....Stockholders’ Agreement • December 18th, 2009 • Team Health Holdings Inc. • Services-help supply services • Delaware
STOCKHOLDERS’ AGREEMENT, dated as of December 15, 2009, by and between Team Health Holdings, Inc., a Delaware corporation (the “Company”) and Ensemble Parent LLC, a Delaware limited liability company (“Ensemble Parent”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 2nd, 2016 • Team Health Holdings Inc. • Services-help supply services • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the 3rd day of March, 2016, (hereinafter called the “Date of Grant”), between Team Health Holdings Inc., a Delaware corporation (hereinafter called the “Company”), and [PARTICIPANT NAME] (hereinafter called the “Participant”):
TEAM HEALTH HOLDINGS, INC. (a Delaware corporation) 8,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2011 • Team Health Holdings Inc. • Services-help supply services • New York
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED TRANSACTION AND MONITORING FEE AGREEMENTTransaction and Monitoring Fee Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • Delaware
This Amendment No. 1, dated December 1, 2009 (the “Amendment”), to the Amended and Restated Transaction and Monitoring Fee Agreement, dated as of March 7, 2006 (as the same may be amended, supplemented or otherwise modified from time to time, the “Monitoring Agreement”), between Team Health Holdings, L.L.C., a Delaware limited liability company (the “Company”) and successor-in-interest to Ensemble Acquisition LLC, and Blackstone Management Partners IV L.L.C., a Delaware limited liability company (“BMP”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Monitoring Agreement.
NONQUALIFIED STOCK OPTION AGREEMENT (Conversion Replacement Award)1Nonqualified Stock Option Agreement • December 3rd, 2009 • Team Health Holdings LLC • Services-help supply services • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 2009, (hereinafter called the “Date of Grant”), between Team Health Holdings Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 2nd, 2011 • Team Health Holdings Inc. • Services-help supply services
This AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of August 1, 2011 (the “Effective Date”), by and between Team Health, Inc., a Tennessee corporation (the “Company”), and H. Lynn Massingale, M.D. (the “Employee”).
THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 22nd, 2014 • Team Health Holdings Inc. • Services-help supply services
This Third Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into effective as of May 20, 2014, by and between Team Health, Inc., a Tennessee corporation (the “Company”), and H. Lynn Massingale, M.D. (the “Employee”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Employment Agreement.
RESTRICTED UNIT AWARD AGREEMENTRestricted Unit Award Agreement • October 6th, 2009 • Team Health Holdings LLC • New York
THIS AGREEMENT (the “Agreement”), is made, effective as of January , 2006, (the “Grant Date”), between Team Health Holdings, L.L.C. (the “Company”) and (hereinafter called the “Participant”).
EXECUTION VERSION] [[3597420]] AMENDMENT NO. 1 dated as of June 2, 2016 (this “Amendment”), to the SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 23, 2015 (as amended, supplemented or otherwise modified from time to time, the...Credit Agreement • June 3rd, 2016 • Team Health Holdings Inc. • Services-help supply services • New York
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2009 • Team Health Holdings LLC • Tennessee
This First Amendment (“Amendment”) is made and entered into at Knoxville, Tennessee effective as of the 1st day of May, 2008, by and between Team Health, Inc., a Tennessee Corporation (“Company”), and H. Lynn Massingale, M.D. (“Employee”) to amend the Employment Agreement dated as of November 23, 2005 (“Agreement”), between the parties.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 10th, 2015 • Team Health Holdings Inc. • Services-help supply services
This Transition Services Agreement (this “Agreement”), is made as of May 29, 2015 by and between AmeriTeam Services, LLC, a Tennessee limited liability company, its predecessors, successors, assigns, assignors, sister companies, and affiliated companies, parents, and subsidiaries (the “Company”), and Heidi S. Allen (“Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2011 • Team Health Holdings Inc. • Services-help supply services
THIS First Amendment (“Amendment”) is made and entered into at Knoxville, Tennessee this 11th day of February, 2011, but made effective as of the 11th day of February, 2011 (the “Effective Date”), by and between Team Health, Inc., a Tennessee corporation (“Company”), and Gregory S. Roth (“Employee”) to amend the Amended and Restated Employment Agreement dated as of November 25, 2009 (“Employment Agreement”) between the parties.
FOURTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2014 • Team Health Holdings Inc. • Services-help supply services
This Fourth Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made as of December 18, 2014 (the “Fourth Amendment Effective Date”), by and among Team Health, Inc., a Tennessee corporation (the “Company”), H. Lynn Massingale, M.D. (the “Employee”) and Team Health Holdings, Inc., a Tennessee corporation (“Holdings”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
ContractCredit Agreement • November 3rd, 2015 • Team Health Holdings Inc. • Services-help supply services • New York
AMENDMENT NO. 1 dated as of October 2, 2015 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 2, 2014 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TEAM HEALTH INC., a Tennessee corporation (the “Borrower”), TEAM HEALTH HOLDINGS, INC., a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party thereto and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent. Capitalized terms used in this Amendment but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.
RETIREMENT AGREEMENT Robert C. JoynerRetirement Agreement • October 6th, 2009 • Team Health Holdings LLC • Tennessee
This Retirement Agreement (this “Agreement”) will confirm the agreement between you and the Company concerning your retirement from employment with the Company. This Agreement will supersede all discussions and/or oral or written understandings between you and the Company which relate in any way to the subject matter of this Agreement.
EMPLOYMENT AGREEMENTAgreement • October 6th, 2009 • Team Health Holdings LLC • Tennessee
THIS AGREEMENT (the “Agreement”) dated as of the 1st day of June, 2008 (the “Execution Date”) by and between Team Health, Inc., a Tennessee corporation (the “Company”), and Heidi Solomon Allen (“Employee”).
CREDIT AGREEMENT dated as of June 29, 2011, among TEAM HEALTH HOLDINGS, INC., as Holdings, TEAM HEALTH, INC., as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The LENDERS Party Hereto J.P....Credit Agreement • June 30th, 2011 • Team Health Holdings Inc. • Services-help supply services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 29, 2011, among TEAM HEALTH, INC., a Tennessee corporation (the “Borrower”), TEAM HEALTH HOLDINGS, INC., a Delaware corporation (“Holdings”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent.
TERMINATION AGREEMENTTermination Agreement • February 6th, 2017 • Team Health Holdings Inc. • Services-help supply services • Delaware
This Termination Agreement (this “Agreement”), dated as of February 6, 2017, is entered into by and between Team Health Holdings, Inc., a Delaware corporation (the “Company”) and JANA Partners LLC (“JANA”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of October 30, 2016, by and among the Company, Tennessee Parent, Inc. and Tennessee Merger Sub, Inc. (“Merger Sub”) (the “Merger Agreement”).
INCREMENTAL AMENDMENT NO. 2Team Health Holdings Inc. • September 9th, 2014 • Services-help supply services • New York
INCREMENTAL AMENDMENT NO. 2, dated as of September 9, 2014 (this “Amendment”), to the Credit Agreement, dated as of June 29, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Team Health Holdings, Inc., a Delaware corporation (“Holdings”), Team Health, Inc., a Tennessee corporation (the “Borrower”), each lender from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • February 7th, 2012 • Team Health Holdings Inc. • Services-help supply services • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the day of , 20 , (hereinafter called the “Date of Grant”), between Team Health Holdings Inc., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Participant”):
NONQUALIFIED STOCK OPTION AGREEMENT (TIME-VESTING)Nonqualified Stock Option Agreement • November 4th, 2016 • Team Health Holdings Inc. • Services-help supply services • Delaware
THIS AGREEMENT (the “Agreement”) is made between Team Health Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and Leif M. Murphy (hereinafter called the “Participant”):
MARKET SHARE UNIT AWARD AGREEMENTMarket Share Unit Award Agreement • November 4th, 2016 • Team Health Holdings Inc. • Services-help supply services • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the 19th day of September, 2016, (hereinafter called the “Date of Grant”), between Team Health Holdings, Inc., a Delaware corporation (hereinafter called the “Company”), and Leif M. Murphy (hereinafter called the “Participant”):
CORETRUST PURCHASING GROUP PARTICIPATION AGREEMENTParticipation Agreement • November 17th, 2009 • Team Health Holdings LLC • Services-help supply services • Tennessee
This Participation Agreement (together with all Exhibits, this “Agreement”), effective November 20, 2006 (the “Effective Date”), is between CoreTrust Purchasing Group, (“CPG”), a division of HealthTrust Purchasing Group, LP, a Delaware limited partnership (“HPG”), both with their principal places of business located at 155 Franklin Road, Suite 400, Brentwood, Tennessee 37027 and,
FIRST AMENDMENT dated as of November 1, 2012 to the CREDIT AGREEMENT dated as of June 29, 2011, among TEAM HEALTH HOLDINGS, INC., as Holdings, TEAM HEALTH, INC., as the Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender...First • November 5th, 2012 • Team Health Holdings Inc. • Services-help supply services • New York
FIRST AMENDMENT, dated as of November 1, 2012 (this “Amendment Agreement”), to the Credit Agreement, dated as of June 29, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Team Health Holdings, Inc., a Delaware corporation (“Holdings”), Team Health, Inc., a Tennessee corporation (the “Borrower”), each lender from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Syndication Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement).
PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • August 2nd, 2016 • Team Health Holdings Inc. • Services-help supply services • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the 10th day of March, 2016, (hereinafter called the “Date of Grant”), between Team Health Holdings Inc., a Delaware corporation (hereinafter called the “Company”), and [PARTICIPANT NAME] (hereinafter called the “Participant”):
