VANGUARD HEALTH SYSTEMS, INC. (a Delaware corporation) 25,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036
AMENDMENT NO. [•] TO [AMENDED AND RESTATED] EMPLOYMENT AGREEMENTEmployment Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. [•] (this “Amendment’) dated as of [•], 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and [•] (the “Executive”).
RESTRICTED SHARE AWARD AGREEMENT (Conversion Replacement Award for Class C Units)Restricted Share Award Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the _____ day of _____, 2011, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and _______ (hereinafter called the “Participant”):
2011 STOCKHOLDERS’ AGREEMENT OF VANGUARD HEALTH SYSTEMS, INC. Dated as of [•] [•], 20112011 Stockholders’ Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
This 2011 STOCKHOLDERS’ AGREEMENT (as the same may be amended, modified or supplemented from time to time, the “Agreement”), dated as of [•] [•], 2011, is entered into by and among Vanguard Health Systems, Inc. (the “Company”), a Delaware corporation, and each of the other parties identified on the signature pages hereto (together with its Restricted Transferees, the “Investor Parties”).
NONQUALIFIED STOCK OPTION AGREEMENT (Conversion Replacement Award for Class D Units)Nonqualified Stock Option Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
THIS AGREEMENT (the “Agreement”), is made effective as of the [ • ] day of _____, 2011, (hereinafter called the “Date of Grant”), between Vanguard Health Systems, Inc., a Delaware corporation (hereinafter called the “Company”), and _______ (hereinafter called the “Participant”):
AGREEMENT AND PLAN OF MERGER BETWEEN VHS HOLDINGS LLC (a Delaware limited liability company) AND VANGUARD HEALTH SYSTEMS, INC. (a Delaware corporation)Agreement and Plan of Merger • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of [•], 2011 (this “Agreement”), is between VHS Holdings LLC, a Delaware limited liability company (the “LLC”), and Vanguard Health Systems, Inc., a Delaware corporation (the “Corporation”).
May 26, 2011Vanguard Health Systems Inc • June 6th, 2011 • Hospital & medical service plans
Reference is made to that certain Transaction and Monitoring Fee Agreement dated as of September 23, 2004 (the “Agreement”) among Blackstone Management Partners IV L.L.C. (“BMP”), Metalmark Management LLC (“MSCP Manager”, and collectively with BMP, the “Sponsor Management Entities”) and Vanguard Health Systems, Inc. (the “Company”).
AMENDMENT NO. [•] TO [AMENDED AND RESTATED] SEVERANCE PROTECTION AGREEMENTSeverance Protection Agreement • June 6th, 2011 • Vanguard Health Systems Inc • Hospital & medical service plans
This Amendment No. [•] (this “Amendment’) dated as of [•], 2011, is made by and between Vanguard Health Systems, Inc., a Delaware corporation (the “Company”), and [•] (the “Executive”).
