Carescience Inc Sample Contracts

Carescience Inc – AGREEMENT AND PLAN OF MERGER dated as of August 13, 2003 by and among CARESCIENCE, INC. QUOVADX, INC. and CARLTON ACQUISITION CORP. (August 14th, 2003)

AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of August 13, 2003, among CareScience, Inc., a Pennsylvania corporation (the "Company"), Quovadx, Inc., a Delaware corporation ("Parent"), and Carlton Acquisition Corp., a Pennsylvania corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary").

Carescience Inc – SEPARATION AGREEMENT (August 8th, 2003)

This Separation Agreement (the “Agreement”) is entered into between CareScience, Inc. Corporation, a Pennsylvania corporation (“Employer”) and David J. Brailer, M.D., Ph.D. (“Employee”) as of this 24th day of June, 2003.

Carescience Inc – Amended and Restated Employment Agreement by and between CareScience, Inc. and Robb L. Tretter, Esq. (April 25th, 2003)

This Amended and Restated Employment Agreement (this "Agreement") is made and entered into April 11, 2003 (the "Effective Date") by and between CareScience, Inc., a Pennsylvania corporation (the "Company"), and Robb L. Tretter ("Executive").

Carescience Inc – Amended and Restated Employment Agreement by and between CareScience, Inc. and J. Bryan Bushick, M.D. (April 25th, 2003)

This Amended and Restated Employment Agreement (this "Agreement") is made and entered into April 11, 2003 (the "Effective Date") by and between CareScience, Inc., a Pennsylvania corporation (the "Company"), and J. Bryan Bushick ("Executive").

Carescience Inc – Amended and Restated Employment Agreement by and between CareScience, Inc. and Thomas Zajac (April 25th, 2003)

This Amended and Restated Employment Agreement (this "Agreement") is made and entered into April 11, 2003 (the "Effective Date") by and between CareScience, Inc., a Pennsylvania corporation (the "Company"), and Thomas Zajac ("Executive").

Carescience Inc – Amended and Restated Employment Agreement by and between CareScience, Inc. and Ronald A. Paulus (April 25th, 2003)

This Amended and Restated Employment Agreement (this "Agreement") is made and entered into April 11, 2003 (the "Effective Date") by and between CareScience, Inc., a Pennsylvania corporation (the "Company"), and Ronald A. Paulus ("Executive").

Carescience Inc – AMENDED AND RESTATED 1995 EQUITY COMPENSATION PLAN (November 9th, 2001)

EXHIBIT 10.1 CARESCIENCE, INC. AMENDED AND RESTATED 1995 EQUITY COMPENSATION PLAN -------------------------------------------------- (Effective October 30, 2001) The purpose of the CareScience, Inc. Amended and Restated 1995 Equity Compensation Plan (the "Plan") is to provide designated key employees (including employees who are also officers and directors), and directors who are not employees ("Non-Employee Directors") of CareScience, Inc. and its subsidiaries and affiliates (hereinafter collectively referred to as the "Company") and selected consultants to the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights and restricted stock. The Company believes that the Plan will cause the participants to contribute materially to the growth of the Compan

Carescience Inc – 1998 TIME ACCELERATED RESTRICTED STOCK OPTION PLAN (August 9th, 2001)

EXHIBIT 10.1 CARESCIENCE, INC. AMENDED AND RESTATED 1998 TIME ACCELERATED RESTRICTED STOCK OPTION PLAN (Effective as of May 23, 2001) 1. PURPOSE OF THE PLAN. This stock option plan (the "Plan") is intended to encourage ownership of the common stock of CareScience, Inc., a Pennsylvania corporation (the "Company"), by employees of the Company and its subsidiaries, to induce qualified personnel to enter and remain in the employ of the Company or its subsidiaries and otherwise to provide additional incentive for optionees to promote the success of its business. 2. STOCK SUBJECT TO THE PLAN. (a) The total number of shares of the authorized but unissued or Treasury shares of the common stock, without par value, of the Company ("Common Stock") for which options may be granted under

Carescience Inc – LICENSE AGREEMENT (March 27th, 2001)

LICENSE AGREEMENT by and between CALIFORNIA HEALTHCARE FOUNDATION and CARESCIENCE, INC. (Formerly Care Management Science Corporation) Dated as of October 2, 2000 This LICENSE AGREEMENT (the "Agreement") is made as of the 2nd day of October, 2000 between the California Healthcare Foundation, a nonprofit public benefit corporation ("CHCF") and CareScience, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("Licensee"). The Effective Date is October 1, 1999. WHEREAS CHCF and Licensee are parties to that certain Consulting Agreement, dated as of October 1, 1999 (the "Consulting Agreement"), pursuant to which CHCF engaged Licensee to perform certain services as set forth therein; and WHEREAS Sec

Carescience Inc – REGISTRATION RIGHTS AGREEMENT (March 27th, 2001)

---------------------------------------------------- AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among CARE MANAGEMENT SCIENCE CORPORATION J. H. WHITNEY III, L.P., WHITNEY STRATEGIC PARTNERS III, L.P., FOUNDATION HEALTH SYSTEMS, INC., DAVID J. BRAILER, RONALD A. PAULUS, BRENT MILNER, ZEKE INVESTMENT PARTNERS, and WILLIAM WINKENWERDER ----------------------------- Dated as of October 2, 2000 ----------------------------- TABLE OF CONTENTS

Carescience Inc – EMPLOYMENT AGREEMENT (June 7th, 2000)

EXHIBIT 10.9 EMPLOYMENT AGREEMENT BY AND BETWEEN CARE MANAGEMENT SCIENCE CORPORATION AND J. BRYAN BUSHICK, M.D. WHEREAS J. Bryan Bushick, M.D. (hereinafter "Executive") and Care Management Science Corporation, a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its VICE PRESIDENT-BUSINESS DEVELOPMENT. Executive shall have the overall charge of the

Carescience Inc – EMPLOYMENT AGREEMENT (June 7th, 2000)

EXHIBIT 10.8 EMPLOYMENT AGREEMENT BY AND BETWEEN CARE MANAGEMENT SCIENCE CORPORATION AND GREGORY P. HESS, M.D. WHEREAS Gregory P. Hess, M.D. (hereinafter "Executive") and Care Management Science Corporation, a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its Managing Director, Carescript Division. Executive shall have the overall cha

Carescience Inc – CONSULTING AGREEMENT (June 7th, 2000)

EXHIBIT 10.13 CALIFORNIA HEALTHCARE FOUNDATION CONSULTING AGREEMENT REFERENCE NUMBER: 99-5063 THIS CONSULTING AGREEMENT ("Agreement") is entered into and by the California HealthCare Foundation, a California nonprofit public benefit corporation ("CHCF"), and Care Management Science Corporation ("Contractor"). Contractor is a for profit organization. NOW, THEREFORE, the parties hereto agree as follows: 1. EFFECTIVE DATE. This Agreement shall be effective as of October 1, 1999 (the "Effective Date"). 2. ENGAGEMENT FOR SERVICES. CHCF hereby engages Contractor to perform the services ("Services") set forth in Exhibit B attached hereto. 3. TERM OF ENGAGEMENT. The term of this Agreement ("Consulting Term") shall be for a period commencing on the Effective Date and ending on the earliest of: (i) September 30, 2002; (ii) the co

Carescience Inc – REGISTRATION RIGHTS AGREEMENT (June 7th, 2000)

EXHIBIT 10.12 ---------------------------------------------------- REGISTRATION RIGHTS AGREEMENT among CARE MANAGEMENT SCIENCE CORPORATION J. H. WHITNEY III, L.P., WHITNEY STRATEGIC PARTNERS III, L.P., FOUNDATION HEALTH SYSTEMS, INC., DAVID J. BRAILER, RONALD A. PAULUS, BRENT MILNER, ZEKE INVESTMENT PARTNERS, and WILLIAM WINKENWERDER ----------------------------- Dated as of December 23, 1998 -----------------------------

Carescience Inc – EMPLOYMENT AGREEMENT (June 7th, 2000)

EXHIBIT 10.10 EMPLOYMENT AGREEMENT BY AND BETWEEN CARESCIENCE, INC. AND ROBB L. TRETTER, ESQ. WHEREAS Robb L. Tretter, Esq. (hereinafter "Executive") and CareScience, Inc., a Pennsylvania corporation (hereinafter "Company"), desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its General Counsel. Executive shall have the overall charge of managing the legal affairs of the Company and

Carescience Inc – EMPLOYMENT AGREEMENT (June 7th, 2000)

EXHIBIT 10.11 EMPLOYMENT AGREEMENT BY AND BETWEEN CARE MANAGEMENT SCIENCE CORPORATION AND TOM ZAJAC WHEREAS Tom Zajac (hereinafter "Executive") and Care Management Science Corporation, a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its Chief Operating Officer. Executive shall have the overall charge of the Company's CaduCIS.com Division

Carescience Inc – EMPLOYMENT AGREEMENT (June 5th, 2000)

EXHIBIT 10.10 EMPLOYMENT AGREEMENT BY AND BETWEEN CARESCIENCE, INC. AND ROBB L. TRETTER, ESQ. WHEREAS Robb L. Tretter, Esq. (hereinafter "Executive") and CareScience, Inc., a Pennsylvania corporation (hereinafter "Company"), desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its General Counsel. Executive shall have the overall charge of managing the legal affairs of the Company and

Carescience Inc – EMPLOYMENT AGREEMENT (June 5th, 2000)

EXHIBIT 10.9 EMPLOYMENT AGREEMENT BY AND BETWEEN CARE MANAGEMENT SCIENCE CORPORATION AND J. BRYAN BUSHICK, M.D. WHEREAS J. Bryan Bushick, M.D. (hereinafter "Executive") and Care Management Science Corporation, a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its VICE PRESIDENT-BUSINESS DEVELOPMENT. Executive shall have the overall charge of the

Carescience Inc – EMPLOYMENT AGREEMENT (June 5th, 2000)

EXHIBIT 10.11 EMPLOYMENT AGREEMENT BY AND BETWEEN CARE MANAGEMENT SCIENCE CORPORATION AND TOM ZAJAC WHEREAS Tom Zajac (hereinafter "Executive") and Care Management Science Corporation, a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its Chief Operating Officer. Executive shall have the overall charge of the Company's CaduCIS.com Division

Carescience Inc – REGISTRATION RIGHTS AGREEMENT (June 5th, 2000)

EXHIBIT 10.12 ---------------------------------------------------- REGISTRATION RIGHTS AGREEMENT among CARE MANAGEMENT SCIENCE CORPORATION J. H. WHITNEY III, L.P., WHITNEY STRATEGIC PARTNERS III, L.P., FOUNDATION HEALTH SYSTEMS, INC., DAVID J. BRAILER, RONALD A. PAULUS, BRENT MILNER, ZEKE INVESTMENT PARTNERS, and WILLIAM WINKENWERDER ----------------------------- Dated as of December 23, 1998 -----------------------------

Carescience Inc – EMPLOYMENT AGREEMENT (June 5th, 2000)

EXHIBIT 10.8 EMPLOYMENT AGREEMENT BY AND BETWEEN CARE MANAGEMENT SCIENCE CORPORATION AND GREGORY P. HESS, M.D. WHEREAS Gregory P. Hess, M.D. (hereinafter "Executive") and Care Management Science Corporation, a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its Managing Director, Carescript Division. Executive shall have the overall cha

Carescience Inc – CONSULTING AGREEMENT (June 5th, 2000)

EXHIBIT 10.13 CALIFORNIA HEALTHCARE FOUNDATION CONSULTING AGREEMENT REFERENCE NUMBER: 99-5063 THIS CONSULTING AGREEMENT ("Agreement") is entered into and by the California HealthCare Foundation, a California nonprofit public benefit corporation ("CHCF"), and Care Management Science Corporation ("Contractor"). Contractor is a for profit organization. NOW, THEREFORE, the parties hereto agree as follows: 1. EFFECTIVE DATE. This Agreement shall be effective as of October 1, 1999 (the "Effective Date"). 2. ENGAGEMENT FOR SERVICES. CHCF hereby engages Contractor to perform the services ("Services") set forth in Exhibit B attached hereto. 3. TERM OF ENGAGEMENT. The term of this Agreement ("Consulting Term") shall be for a period commencing on the Effective Date and ending on the earliest of: (i) September 30, 2002; (ii) the co

Carescience Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (May 3rd, 2000)

Exhibit 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN CARESCIENCE, INC. AND ALFREDO CZERWINSKI, M.D. WHEREAS Alfredo Czerwinski, M.D. (hereinafter "Executive") and CareScience, Inc., a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its CHIEF MEDICAL OFFICER, CADUCIS DIVISION. Executive shall have the overall duties as describe

Carescience Inc – REGISTRATION RIGHTS AGREEMENT (May 3rd, 2000)

Exhibit 10.8 ---------------------------------------------------- REGISTRATION RIGHTS AGREEMENT among CARE MANAGEMENT SCIENCE CORPORATION J. H. WHITNEY III, L.P., WHITNEY STRATEGIC PARTNERS III, L.P., FOUNDATION HEALTH SYSTEMS, INC., DAVID J. BRAILER, RONALD A. PAULUS, BRENT MILNER, ZEKE INVESTMENT PARTNERS, and WILLIAM WINKENWERDER ----------------------------- Dated as of December 23, 1998 ----------------------------- TABLE

Carescience Inc – FORM OF UNDERWRITING AGREEMENT (May 3rd, 2000)

Exhibit 1.1 _______________ Shares CARESCIENCE, INC. Common Stock (No Par Value) FORM OF UNDERWRITING AGREEMENT _______________, 2000 Deutsche Bank Securities Inc. FleetBoston Robertson Stephens Inc. Thomas Weisel Partners LLC As Representatives of the Several Underwriters c/o Deutsche Banc Alex. Brown Incorporated One South Street Baltimore, Maryland 21202 Ladies and Gentlemen: CareScience, Inc., a Pennsylvania corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of __________ shares of the Company's Common Stock, no par value (the "Firm Shares"). The respective

Carescience Inc – EMPLOYMENT AGREEMENT (March 14th, 2000)

Exhibit 10.5 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of November 11, 1999. by and between Care Management Science Corporation, a Pennsylvania Corporation (the "Company"), and Ronald A. Paulus, M.D. (the "Executive"). WITNESSETH WHEREAS, the Company wishes to employ Executive as its President and chief operating officer and Executive is desirous of being so employed, all upon the term and conditions of this Agreement; NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Employment and Duties. (a) The Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as President and chief operating officer. Execut

Carescience Inc – AMENDED AND RESTATED 1995 EQUITY COMPENSATION PLAN (March 14th, 2000)

Page 1 Exhibit 10.1 CARE MANAGEMENT SCIENCE CORPORATION AMENDED AND RESTATED 1995 EQUITY COMPENSATION PLAN The purpose of the Care Management Science Corporation Amended and Restated 1995 Equity Compensation Plan (the "Plan") is to provide designated key employees (including employees who are also officers and directors), and directors who are not employees ("Non-Employee Directors") of Care Management Science Corporation and its subsidiaries and affiliates (hereinafter collectively referred to as the "Company") and selected consultants to the Company with the opportunity to receive grants of incentive stock options, nonqualified stock options, stock appreciation rights and restricted stock. The Company believes that the Plan will cause the participants to contribute materially to the growth of the

Carescience Inc – ARTICLES OF INCORPORATION (March 14th, 2000)

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CARESCIENCE, INC. (A PENNSYLVANIA CORPORATION) FIRST. CORPORATE NAME. The name of the corporation is CareScience, Inc. (hereinafter referred to as the "Corporation"). SECOND. REGISTERED OFFICE. The location and post office address of the registered office of the Corporation in the Commonwealth of Pennsylvania is 3600 Market Street, 6th Floor, Philadelphia, Pennsylvania 19104 in the County of Philadelphia. THIRD. GOVERNING LAW. The corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law (the "Pennsylvania BCL"). FOURTH. CORPORATE PURPOSES. The purposes for which the Corporation is incorporated under the Pennsylvania BCL are to engage in, and to do any lawful act concerning, any or all lawful business for

Carescience Inc – 1998 TIME ACCELERATED RESTRICTED STOCK OPTION PLAN (March 14th, 2000)

Exhibit 10.2 CARE MANAGEMENT SCIENCE CORPORATION 1998 TIME ACCELERATED RESTRICTED STOCK OPTION PLAN 1. PURPOSE OF THE PLAN. This stock option plan (the "Plan") is intended to encourage ownership of the common stock of Care Management Science Corporation, a Pennsylvania I Corporation (the "Company"), by employees of the Company and its subsidiaries, to induce qualified personnel to enter and remain in the employ of the Company or its subsidiaries and otherwise to provide additional incentive for optionees to promote the success of its business. 2. STOCK SUBJECT TO THE PLAN. (a) The total number of shares of the authorized but unissued or Treasury shares of the common stock, without par value, of the Company ("Common Stock") for which options may be granted under the Plan shall not exceed 483,594 shares, subject to adjustment as provided in Section 12 hereof. (b)

Carescience Inc – EMPLOYMENT AGREEMENT BY AND BETWEEN (March 14th, 2000)

EXHIBIT 10.6 EMPLOYMENT AGREEMENT BY AND BETWEEN CARE MANAGEMENT SCIENCE CORPORATION AND STEVEN BELL WHEREAS Mr. Steven Bell (hereinafter "Executive") and Care Management Science Corporation, a Pennsylvania corporation (hereinafter "Company") desire and intend to enter into an employment relationship, all as set forth below; NOW THEREFORE, the parties hereto, in consideration of the promises and mutual covenants and agreements contained herein, voluntarily and knowingly, and intending to be legally bound hereby, covenant and agree as follows: 1. EMPLOYMENT AND DUTIES. (a) Company hereby employs Executive for the Term (as such term is hereinafter defined) to render services to the Company as its Chief Financial Officer. Executive shall have the overall charge of directing the ongoing management and continued development and expan

Carescience Inc – EMPLOYMENT AGREEMENT (March 14th, 2000)

Exhibit 10.4 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of December 24, 1998, by and between Care Management Science Corporation, a Pennsylvania corporation (the "Company"), and David J. Brailer, M.D., Ph.D. ("Executive"). WITNESSETH WHEREAS, the Company wishes to employ Executive as its President and Chief Executive Officer and Executive is desirous of being so employed, all upon the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. EMPLOYMENT AND DUTIES. (a) The Company hereby employs Executive for the Term (as hereinafter defined) to render services to the Company as President and Chief Executive Officer. Employee shall have overall charge of the busines

Carescience Inc – ARTICLES OF INCORPORATION (March 14th, 2000)

ARTICLES OF INCORPORATION OF CARE MANAGEMENT SCIENCE CORPORATION (A PENNSYLVANIA CORPORATION) FIRST. CORPORATE NAME. The name of the corporation is Care Management Science Corporation (hereinafter referred to as the "Corporation"). SECOND. REGISTERED OFFICE. The location and post office address of the registered office of the Corporation in the Commonwealth of Pennsylvania is 3600 Market Street, 6th Floor, Philadelphia, Pennsylvania 19104 in the County of Philadelphia. THIRD. GOVERNING LAW. The corporation is incorporated under the provisions of the Pennsylvania Business Corporation Law (the "Pennsylvania BCL"). FOURTH. CORPORATE PURPOSES. The purposes for which the Corporation is incorporated under the Pennsylvania BCL are to engage in, and to do any lawful act concerning, any or all