RECITALSAgreement and Plan of Merger • February 10th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities • Delaware
RECITALSRights Agreement • February 10th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities • Delaware
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities
ADDENDUM TO STOCK ISSUANCE AGREEMENTStock Issuance Agreement • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities
EXHIBIT 9 Amendment No. 1 to Agreement and Plan of Merger AMENDMENT NO. 1, dated as of February 28, 1997 (this "Amendment"), to the Agreement and Plan of Merger, dated as of February 9, 1997 (the "Merger Agreement"), by and between TheraTx,...Theratx Inc /De/ • March 4th, 1997 • Services-skilled nursing care facilities • Delaware
TrusteeSupplemental Indenture • April 15th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities • New York
s/ John A. Bardis John A. Bardis President and Chief Executive Officer TheraTx, Inc. . 1105 Sanctuary Parkway . Suite 100 . Alpharetta, Ga 30201 . 770-569-1840 . FAX 569-4499 . 1-800-THERATXTheratx Inc /De/ • February 14th, 1997 • Services-skilled nursing care facilities
ADDENDUM TO STOCK OPTION AGREEMENTStock Option Agreement • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities
1 EXHIBIT 99.5 THERATX, INCORPORATED STOCK OPTION AGREEMENT RECITALS A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, non-employee members of the Board and consultants and other independent advisors...Incorporated Stock Option Agreement • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities • Georgia
EXHIBIT 4 FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT [FOR EACH OF LAURA E. CAYCE AND WILLIAM J. HAFFEY, PH.D.] This NON-COMPETITION AND NON- SOLICITATION AGREEMENT (the "Agreement") made this 9th day of February, 1997, among Vencor, Inc. a...Solicitation Agreement • February 14th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities • Delaware
TheraTx, Incorporated Sanctuary Park 1105 Sanctuary Parkway, Suite 100 Alpharetta, Georgia 30201 February 21, 1997 VIA TELECOPIER Vencor, Inc. 400 West Market Street, Suite 3300 Louisville, Kentucky 40202 Attention: James Gillenwater Dear Jim:...Theratx Inc /De/ • February 24th, 1997 • Services-skilled nursing care facilities
1 EXHIBIT 99.13 THERATX, INCORPORATED STOCK PURCHASE AGREEMENT I hereby elect to participate in the Employee Stock Purchase Plan (the "ESPP") beginning with the purchase period specified below, and I hereby subscribe to purchase shares of Common Stock...Incorporated Stock Purchase Agreement • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of February 9, 1997, among TheraTx, Incorporated a Delaware corporation (the "Company"), Vencor, Inc., a Delaware corporation ("Purchaser"), and...Agreement and Plan of Merger Agreement and Plan of Merger • February 14th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities • Delaware
SECTION 1: / / New Enrollment 2, 3, 7 and sign attached ACTION Stock Purchase Agreement / / Change Payroll Deductions 2, 4, 7 / / Terminate Payroll Deductions 2, 5, 7 / / Leave of Absence 2, 6, 7Incorporated Employee Stock Purchase • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities
EXHIBIT 5 --------------------------------------------------------------------- ----------- ------------------------------------------------------------------- ------------- THERATX, INCORPORATED AND U.S. STOCK TRANSFER CORPORATION RIGHTS AGENT RIGHTS...Rights Agent Rights Agreement • February 14th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities • Delaware
1 EXHIBIT 99.9 THERATX, INCORPORATED STOCK ISSUANCE AGREEMENT AGREEMENT made as of this __day of _________19__, by and between TheraTx, Incorporated, a Delaware corporation, and __________________, a Participant in the Corporation's 1996 Stock...Incorporated Stock Issuance Agreement • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities • Georgia
1 EXHIBIT 99.6 THERATX, INCORPORATED AUTOMATIC STOCK OPTION AGREEMENT RECITALS A. The Corporation has implemented an automatic option grant program under the Plan pursuant to which eligible non-employee members of the Board will automatically receive...Incorporated Automatic Stock Option Agreement • October 31st, 1996 • Theratx Inc /De/ • Services-skilled nursing care facilities • Georgia
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of February 9, 1997, among TheraTx, Incorporated a Delaware corporation (the "Company"), Vencor, Inc., a Delaware corporation ("Purchaser"), and...Agreement and Plan of Merger Agreement and Plan of Merger • February 14th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities
