Exhibit 4.1
AMENDMENT NO. 4 TO
STOCKHOLDERS AGREEMENT
This Amendment No. 4 to
Stockholders Agreement (this “Amendment”), dated as of
November 28, 2005, by Concentra Inc. a Delaware corporation
formerly known as Concentra Managed Care, Inc. (the
“Company”), and a majority in interest of each of the
Schedule I Purchasers and FFC Purchasers (each as hereinafter
defined). Capitalized terms used in this Amendment which are not
otherwise defined herein shall have the respective meanings
assigned to them in the Stockholders Agreement referred to
below.
WITNESSETH:
WHEREAS , the Company is party to a certain Stockholders
Agreement dated as of August 17, 1999 (as amended, the
“Stockholders Agreement”), together with the several
persons named on Schedule I thereto under the heading
“Schedule I Purchasers” (the “Schedule I
Purchasers”), and the several persons named on Schedule II
thereto under the heading “FFC Purchasers” (the
“FFC Purchasers” and, together with the Schedule I
Purchasers, collectively, the “Purchasers”);
and
WHEREAS , on November 1, 2001, the Company issued
to certain of its existing stockholders an aggregate 2,266,546
shares of Company Common Stock and warrants to acquire an aggregate
771,277 additional shares of Company Common Stock and, in
connection therewith, the Stockholders Agreement was amended by
Amendment No. 1 thereto dated as of November 1, 2001, to
provide for certain matters relating to such shares and such
warrants; and
WHEREAS , on November 20, 2002, the Company issued
to certain of its existing stockholders an aggregate 1,515,152
shares of Company Common Stock and, in connection therewith, the
Stockholders Agreement was amended by Amendment No. 2 thereto
dated as of November 20, 2002, to provide for certain matters
relating to such shares; and
WHEREAS , in connection with the Company’s
December 1, 2002, acquisition of Em3 Corporation
(“Em3”), the Company issued an aggregate 1,826,956
shares of Company Common Stock to certain of its existing
stockholders and to certain former stockholders of Em3 who were not
already stockholders of the Company, and, in connection therewith,
the Stockholders Agreement was amended by Amendment No. 3
thereto dated December 1, 2002 to provide for certain matters
relating to such shares; and
WHEREAS , in connection with the appointment of Norman
C. Payson, M.D. to the Company’s Board of Directors the
Company issued an aggregate of 1,096,583 shares of Company Common
Stock to Norman C. Payson, M.D., and the Company wishes to offer
Dr. Payson the opportunity to become a party to the
Stockholders Agreement as set forth herein; and
WHEREAS , pursuant to Section XIII.(6) thereof, the
Stockholders Agreement can be amended as set forth in this
Amendment by approval of the Company and affirmative vote of a
majority in interest of each of the Schedule I Purchasers and
FFC
