FORM OF STOCKHOLDERS AGREEMENT of ENVISION HEALTHCARE HOLDINGS, INC. dated as of August [·], 2013Stockholders Agreement • July 31st, 2013 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS STOCKHOLDERS AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of August [·], 2013, among ENVISION HEALTHCARE HOLDINGS, INC., a Delaware corporation (and any successor in interest thereto, the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition have the meaning given to them in Section 1.1.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 31st, 2013 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
Indemnification Agreement (this “Agreement”), dated as of [·], 2013, by and among Envision Healthcare Holdings, Inc., a Delaware corporation (“Holdco”), Envision Healthcare Corporation, a Delaware corporation (“Opco”, and Opco and Holdco individually a “Company” and together the “Companies”) and [·] (“Indemnitee”).
Form of Termination Agreement]Envision Healthcare Holdings, Inc. • July 31st, 2013 • Services-general medical & surgical hospitals, nec • New York
Reference is made to the Consulting Agreement, dated as of May 25, 2011 (the “CD&R Consulting Agreement”), among Envision Healthcare Holdings, Inc. (formerly known as CDRT Holding Corporation) (the “Company”), Envision Healthcare Corporation (formerly known as Emergency Medical Services Corporation) (“EVHC”) and Clayton, Dubilier & Rice, LLC (“CD&R”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
