1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made as of June 28, 1997 between UNIVERSAL STANDARD MEDICAL LABORATORIES, INC., a Michigan corporation (the "Company"), and PERRY C. McCLUNG ("Employee"). WHEREAS, the Company is engaged...Employment Agreement • November 14th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made as of August 4, 1997 between UNIVERSAL STANDARD MEDICAL LABORATORIES, INC., a Michigan corporation (the "Company"), and ALAN S. KER ("Employee"). WHEREAS, the Company is engaged in...Employment Agreement • November 14th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
ARTICLE 1. DEFINITIONSServices Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
date]Universal Standard Medical Laboratories Inc • May 15th, 1998 • Services-medical laboratories • Michigan
Exhibit 99.2 PURCHASE AGREEMENT This AGREEMENT, dated as of this 16th day of July, 1998, by and between LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation ("Purchaser" or "LabCorp") and UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan...Purchase Agreement • July 21st, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • North Carolina
July 31, 1998 Mr. Thomas R. Donahue and Mr. Yi Tsai Westphere Capital Associates, L.P. 13th Floor, 55 East 59th Street New York, New York 10022 Re: Amendment to Stockholders Agreement dated as of June 28, 1991 by and among Universal Standard Equity,...Universal Standard Medical Laboratories Inc • August 19th, 1998 • Services-medical laboratories
1 EXHIBIT 10.1 UNIVERSAL STANDARD HEALTHCARE, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 14th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
RECITALSStock Pledge Agreement • April 1st, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.11 SUBLEASE AGREEMENT This Sublease Agreement (the "Sublease") is made this 4th day of August, 1998, by and between UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation (the "Sublessor") and LABORATORY CORPORATION OF AMERICA...Sublease Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 99.4 VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement"), dated as of August 3, 1998, is by and among Universal Standard Healthcare, Inc., a Michigan corporation (the "Company"), Laboratory Corporation of America Holdings, a Delaware...Voting Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
2. At the end of each of the above calendar quarters, Borrower's total funded debt excluding debt subordinated to the Bank and approximately $20,000.00 if quarterly Seller note interest payments to cash flow shall at no time be greater than:Business Loan Agreement • March 31st, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 99.6 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement"), dated as of August 3, 1998, is by and among Universal Standard Healthcare, Inc., a Michigan corporation ("Universal") and Universal Standard Healthcare of Delaware, Inc....Security Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.3 UNIVERSAL STANDARD HEALTHCARE, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 21st, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
WITNESSETH:-Marketing Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.9 EXECUTIVE FORM OF UNIVERSAL STANDARD MEDICAL LABORATORIES, INC. AGREEMENT FOR INCENTIVE STOCK OPTION AWARD PROGRAM INCENTIVE / NON-QUALIFIED STOCK OPTION SEPTEMBER 27, 1996 The Board of Directors (the "Board") of Universal Standard...Universal Standard Medical Laboratories Inc • November 14th, 1997 • Services-medical laboratories • Michigan
DATE]Universal Standard Medical Laboratories Inc • May 15th, 1998 • Services-medical laboratories • Michigan
1 EXHIBIT 10.2 THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID...Universal Standard Medical Laboratories Inc • August 14th, 1998 • Services-medical laboratories • Michigan
SUBLEASESublease • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 10.2 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT is entered into this 8th day of March, 1999, by and among 26500 DEVELOPMENT ASSOCIATES LIMITED PARTNERSHIP ("26500"), whose address is 1400 North Woodward Avenue, Suite 250,...Lease Termination Agreement • May 17th, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
1 EXHIBIT 99.9 NON-COMPETE AGREEMENT This NON-COMPETE AGREEMENT("Agreement") is executed and delivered as of the 3rd day of August, 1998, by UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation, and all of its subsidiaries and affiliated...Non-Compete Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.8 UNIVERSAL STANDARD MEDICAL LABORATORIES, INC. AGREEMENT FOR INCENTIVE STOCK OPTION AWARD PROGRAM INCENTIVE STOCK OPTION SEPTEMBER 27, 1996 The Board of Directors (the "Board") of Universal Standard Medical Laboratories, Inc. (the...Universal Standard Medical Laboratories Inc • November 14th, 1997 • Services-medical laboratories • Michigan
RECITALSCredit and Loan Agreement • August 14th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
LEASEUniversal Standard Medical Laboratories Inc • May 17th, 1999 • Services-medical laboratories • Michigan
DATE]Non-Qualified Stock • May 15th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
RECITALSRevolving Credit and Loan Agreement • May 14th, 1997 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
RECITALSRevolving Credit and Loan Agreement • April 1st, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories
RECITALSLaboratory Services Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 10.5 UNIVERSAL STANDARD HEALTHCARE, INC. DIRECTORS STOCK OPTION PLAN (AS AMENDED AND RESTATED AUGUST 25, 1997) I. GENERAL PROVISIONS 1.1 PURPOSE. The purpose of the Universal Standard Healthcare, Inc. Directors Stock Option Plan is to...Universal Standard Medical Laboratories Inc • November 14th, 1997 • Services-medical laboratories
Exhibit 4.1 NBD Bank 28660 Northwestern Highway Southfield, Michigan 48034 Telephone: (248) 799-5817 Fax: (248) 799-5826 Robert B. Greene First Vice President July 29, 1997 Mr. Alan S. Ker Chief Financial Officer Universal Standard Medical...Universal Standard Medical Laboratories Inc • August 15th, 1997 • Services-medical laboratories
1 EXHIBIT 10.1 STOCK SALE, ESCROW AND VOTING AGREEMENT This Stock Sale, Escrow and Voting Agreement ("Agreement") is made as of March __, 1999, among 26500 Development Associates Limited Partnership, a Michigan limited partnership ("Seller"),...Stock Sale, Escrow and Voting Agreement • May 17th, 1999 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 99.3 SHAREHOLDERS' AGREEMENT This Shareholders' Agreement (this "Agreement"), dated as of August 3, 1998, is by and among UNIVERSAL STANDARD HEALTHCARE, INC., a Michigan corporation (the "Company"), and LABORATORY CORPORATION OF AMERICA...Shareholders' Agreement • August 19th, 1998 • Universal Standard Medical Laboratories Inc • Services-medical laboratories • Michigan
1 EXHIBIT 4.2 [NBD BANK LETTERHEAD] July 21, 1998 Mr. Alan S. Ker Vice President Finance Universal Standard Healthcare, Inc. 26500 Northwestern Highway Southfield, Michigan 48076 Re: Revolving Credit and Loan Agreement dated April 30, 1997 between NBD...Universal Standard Medical Laboratories Inc • August 14th, 1998 • Services-medical laboratories
1 EXHIBIT 4.1 NBD Bank 28660 Northwestern Highway Southfield, MI 48034 Telephone: (248) 799-5817 Fax: (248) 799-5826 Robert B. Greene First Vice President November 5, 1997 Mr. Alan S. Ker Chief Financial Officer Universal Standard Healthcare, Inc....Universal Standard Medical Laboratories Inc • November 14th, 1997 • Services-medical laboratories
1 EXHIBIT 10.3 March 25, 1998 Mr. Alan S. Ker 26500 Northwestern Highway Southfield, MI 48076 Dear Mr. Ker: It is hereby agreed that your 1994 Performance Stock Option - Executive Officers Agreement dated December 6, 1994, as amended, is terminated...Universal Standard Medical Laboratories Inc • August 14th, 1998 • Services-medical laboratories
1 EXHIBIT 4.1 NBD Bank 28660 Northwestern Highway Southfield, Michigan 48034 Telephone: (248) 799-5817 Fax: (248) 799-5826 Robert B. Green First Vice President October 8, 1998 Mr. Alan S. Ker Vice President Finance and Treasurer Universal Standard...Universal Standard Medical Laboratories Inc • November 17th, 1998 • Services-medical laboratories
