**Exhibit10.6**

 

**STOCKPURCHASE AGREEMENT**

 

ThisStock Purchase Agreement (this “Agreement”) is made as of September 26,2003, by and between First Consulting Group, Inc., a Delaware corporation (the“Company”), and New York and Presbyterian Hospital (“Seller”).  The Company and Seller are collectivelyreferred to herein as the “parties.”

 

**RECITALS**

 

A.                                   The Company desires to purchase theoutstanding minority interests held in FCG Management Services, LLC (“FCGMS”)by Seller and the Trustees of the University of Pennsylvania, Owner andOperator of the University of Pennsylvania Health System.

 

B.                                     Seller owns 159 Class B Units of FCGMS(collectively, the “Units”),

 

C.                                     Seller desires to sell to the Company, andthe Company desires to purchase from Seller, the Units for considerationconsisting of One Million (1,000,000) restricted shares of the Company’s commonstock (the “Shares”).

 

D.                                    The Shares delivered by the Company to Sellerunder this Agreement shall be subject to certain market stand-off and resalerestrictions set forth in Section 4 of this Agreement.

 

**AGREEMENT**

 

NOW, THEREFORE, inconsideration of the premises and the mutual promises herein made, and inconsideration of the representations, warranties, and covenants hereincontained, the Company and Seller agree as follows:

 

# **1.**                                      PURCHASE AND SALE OF THEUNITS.

 

###### Onand subject to the terms and conditions of this Agreement, the Company agreesto purchase from Seller, and Seller agrees to sell to the Company, theUnits.  In consideration of theforegoing, the Company agrees to issue the Shares to Seller.

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# **2.**                                      CLOSING.

 

###### Theclosing (the “Closing”) of the transaction shall occur concurrently with theexecution of this Agreement, or at such other time mutually agreeable to theparties.  At the Closing, the Seller shalldeliver to the Company (i) a duly executed stock power for transfer of theUnits to the Company; and (ii) a duly executed copy of this Agreement.  At the Closing, the Company shall deliver tothe Seller (i) a share certificate representing the Shares; and (ii) a dulyexecuted copy of this Agreement. Effective with the Closing, Seller shall cease to be a “Member” ofFCGMS.

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# **3.**                                      REPRESENTATIONS ANDWARRANTIES.

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###### (a)                                  Representations and Warranties of Seller. Seller represents and warrants to the Company as follows:

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(i)                                     Authorization of Transaction.  Allcorporate action on the part of the Seller and its officers and directorsnecessary for the authorization, execution and delivery of this Agreement andthe performance of all obligations of the Seller hereunder has been taken.  This Agreement has been duly executed anddelivered by the Seller and constitutes a valid and legally

 

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binding obligation of theSeller, enforceable in accordance with its terms, except (i) as limited byapplicable bankruptcy, insolvency, reorganization, moratorium and other laws ofgeneral application affecting enforcement of creditors’ rights generally, and(ii) as limited by laws relating to the availability of specific performance,injunctive relief or other equitable remedies.

 

(ii)                                  Noncontravention. Neither the execution and the delivery of this Agreement, nor theconsummation of the transactions contemplated hereby, will conflict with,result in a breach of, or constitute a default under, any agreement to whichSeller is a party.

 

(iii)                               Brokers’ Fees. Seller has no liability or obligation to pay any fees or commissions toany broker, finder, or agent with respect to the transactions contemplated bythis Agreement for which the Company could become liable or obligated.

 

(iv)                              Units.  Seller is the sole beneficialholder and record holder of the Units, and has good and marketable title to theUnits, free and clear of any and all covenants, conditions, restrictions,liens, security interests and claims, other than those arising under applicablesecurities laws, this Agreement and the Amended and Restated OperatingAgreement of FCG Management Services, LLC (the “Operating Agreement”).  Subject to the terms of the OperatingAgreement, Seller has the absolute andunrestricted right, power and authority to sell, transfer and assign the Unitsto the Company pursuant to this Agreement. The sale of the Units is notsubject to any right of first refusal or offer, right of co-sale or other rightrestricting or otherwise encumbering the Units included in any agreement towhich Seller is a party, except for the Operating Agreement.  Upon payment for, and delivery of, the Unitsin accordance with the terms of this Agreement, good and marketable title tothe Units, free and clear of any liens, claims, encumbrances, securityinterests or other adverse claims whatsoever will be transferred to, and vestedin, the Company.

 

(v)                                 Consents.  Seller has made, filed, givenor obtained (a) all consents, approvals or authorizations of, expiration ortermination of any waiting period requirements of, or filings, registrations,qualifications, declarations or designations with or by any governmental orpolitical subdivision or department thereof, any governmental regulatory body,commission, board, bureau, agency or instrumentality, or any court orarbitrator or alternative dispute resolution body, in each case whetherdomestic or foreign, federal, state or local (“Governmental Authority”) thatare required prior to the Closing to be made, filed, given or obtained bySeller or controlling persons with, to or from any Governmental Authority inconnection with this Agreement and (b) all consents, approvals and waiversrequired prior to the Closing to be given by, or obtained from, any person orentity to or by Seller in connection with the consummation of the Agreement,the failure of which would reasonably be expected to have a material adverseeffect on Seller, prevent or impair the ability of Seller to perform any of itsobligations under this Agreement or delay, prevent or impair the consummationof any of the transactions contemplated by this Agreement.

 

(vi)                              Information.  Seller has been afforded the opportunity (A) to ask such questions asSeller deemed necessary of, and to receive answers from, representatives of theCompany concerning the operations and prospects of the Company and (B) toobtain such additional information which the Company possesses or can acquirethat Seller deems necessary or appropriate to receive to form a decision onwhether to enter into this transaction, including, but not limited to,information that can be found in the Company’s public filings.

 

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(vii)                           Experience.  Seller hereby represents and warrants thatit has such knowledge and experience in financial and business matters that itis capable of evaluating the merits and risks of selling the Units.

 

(viii)                        General Solicitation. Seller, nor any person actingon Seller’s behalf, has offered or sold any of the Units by any form of generalsolicitation or general advertising.

 

(ix)                                Purchase Entirely for Own Account. This Agreement is made with the Seller inreliance upon the Seller’s representation to the Company, which by the Seller’sexecution of this Agreement the Seller hereby confirms, that the Shares to bereceived by the Seller will be acquired for investment for the Seller’s ownaccount, not as a nominee or agent, and not with a view to the resale ordistribution of any part thereof, and that the Seller has no present intentionof selling, granting any participation in or otherwise distributing thesame.  By executing this Agreement, theSeller further represents that the Seller does not have any contract,undertaking, agreement or arrangement with any person to sell, transfer orgrant participations to the person or to any third person, with respect to anyof the Shares.

 

(x)                                   Accredited Seller. The Seller is an “accredited investor”within the meaning of Securities and Exchange Commission (“SEC”) Rule 501 ofRegulation D, as presently in effect.

 

(xi)                                Restricted Securities. The Seller understands that the Shares arecharacterized as “restricted securities” under the federal securities lawsinasmuch as they are being acquired from the Company in a transaction notinvolving a public offering and that under such laws and applicable regulationssuch Shares may be resold without registration under the Securities Act of1933, as amended (the “Securities Act”) only in certain limited circumstancesand subject to the terms of Section 4 of this Agreement.  In the absence of an effective registrationstatement covering the Shares or an available exemption from registration underthe Securities Act, the Shares must be held indefinitely.  In this regard, the Seller represents thatit is familiar with SEC Rule 144, as presently in effect, and understands theresale limitations imposed thereby and by the Securities Act.

 

(xii)                             Further Limitations on Disposition.  Without in any way limitingthe representations set forth above, the Seller further agrees until theexpiration of the Lock-Up Period (as defined in Section 4 of thisAgreement) not to make any disposition of all or any portion of the Sharesunless such transferee is an affiliate of Seller (an “Affiliate”) and suchAffiliate has agreed in writing for the benefit of the Company to be bound bythis Agreement,  including, withoutlimitation, the restrictions on transferability and resale set forth inSection 4 of this Agreement. The Seller may not dispose of theShares to a party other than an Affiliate unless: (i) there is then in effect aregistration statement under the Act covering such proposed disposition andsuch disposition is made in accordance with such registration statement; or(ii) the Seller shall have notified the Company of the proposed disposition andsuch disposition will not require registration of such Shares under theSecurities Act.

 

## (xiii)                          Legends.  It is understood that thecertificates evidencing the Shares may bear the following legends:

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### THE SECURITIES REPRESENTEDBY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,(THE “ACT”), OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY

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### NOT BE SOLD, ASSIGNED,TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OFAN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND QUALIFICATION UNDERAPPLICABLE STATE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REQUIREMENTS.

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### THE SECURITIES REPRESENTEDBY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE,INCLUDING A LOCK-UP PERIOD THAT EXPIRES ON JANUARY 1, 2007, AS SET FORTH IN THE TERMS AND CONDITIONS OF ASTOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESESECURITIES, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

 

TheCompany shall be obligated to reissue promptly unlegended certificatesevidencing the Shares at the request of any holder thereof if the securitiesproposed to be disposed of may lawfully or pursuant to this Agreement bedisposed without registration, qualification or legend.

 

(xiv)                         No Short Positions.  Seller represents and warrants that, as ofthe date hereof, it does not have a Short Position.  A “Short Position” means Seller holding a position in the commonstock of the Company achieved through the sale of common stock in a transactionmarked as a short sale, or a position achieved though any transactions designedto have the same economic effect (such as the purchase or sale of puts, callsor other derivative instrument).

 

###### (b)                                 Representations and Warranties of the Company.  TheCompany represents and warrants to Seller as follows:

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(i)                                     Organization of the Company.  TheCompany is a corporation duly organized, validly existing, and in good standingunder the laws of the State of Delaware.

 

(ii)                                  Authorization of Transaction.  Allcorporate action on the part of the Company, its officers, directors andstockholders necessary for the authorization, execution and delivery of thisAgreement, the performance of all obligations of the Company hereunder, and theauthorization, issuance, sale and delivery of the Shares has been taken.  This Agreement has been duly executed anddelivered by the Company and constitutes a valid and legally binding obligationof the Company, enforceable in accordance with its terms, except (i) as limitedby applicable bankruptcy, insolvency, reorganization, moratorium and other lawsof general application affecting enforcement of creditors’ rights generally,and (ii) as limited by laws relating to the availability of specificperformance, injunctive relief or other equitable remedies.

 

(iii)                               Noncontravention. Neither the execution and the delivery of this Agreement, nor theconsummation of the transactions contemplated hereby, will conflict with,result in a breach of, or constitute a default under, any agreement to whichthe Company is a party.

 

### (iv)                              Valid Issuance of Shares.  TheShares, when issued, sold and delivered in accordance with the terms of thisAgreement for the consideration set forth herein, will be duly authorized andduly and validly issued, fully paid and nonassessable and will be free and

 

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### clear of all claims, liensand charges of the Company and free of restrictions on transfer, other thanrestrictions on transfer under this Agreement and under applicable state andfederal securities laws.

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(v)                                 Consents.  The Company has made, filed,given or obtained (a) all consents, approvals or authorizations of, expirationor termination of any waiting period requirements of, or filings,registrations, qualifications, declarations or designations with or by anyGovernmental Authority that are required prior to the Closing to be made,filed, given or obtained by the Company or controlling persons with, to or fromany Governmental Authority in connection with this Agreement and (b) allconsents, approvals and waivers required prior to the Closing to be given by,or obtained from, any person or entity to or by the Company in connection withthe consummation of the Agreement, the failure of which would reasonably beexpected to have a material adverse effect on the Company, prevent or impairthe ability of the Company to perform any of its obligations under thisAgreement or delay, prevent or impair the consummation of any of thetransactions contemplated by this Agreement.

 

(vi)                              Capitalization.  Asof June 27, 2003, the authorized capital stock of the Company consisted ofshares of capital stock divided into two classes or series as follows:  (i)  50,000,000 shares of Common Stock,of which 24,807,648 shares were outstanding on such date and (ii) 10,000,000shares of Preferred Stock, of which none were outstanding on such date. TheCommon Stock has been designated and listed on the Nasdaq National Market.  All shares of the Company’s capital stockoutstanding on the date hereof have been duly authorized and are duly andvalidly issued, fully paid and nonassessable, free from any liens created bythe Company with respect to the issuance and delivery thereof, and not subjectto preemptive rights, rights of first refusal or offer or any similar rights(whether conferred by statute, under contract or otherwise).  As of June 27, 2003, there areoutstanding options to purchase 5,579,441 shares of Common Stock.

 

### (vii)                           SEC Documents.  TheCompany has timely filed with the Securities and Exchange Commission (the“SEC”) all SEC Documents (as hereinafter defined) required to be filed by itpursuant to the Federal securities laws and the SEC rules and regulationspromulgated thereunder.  The SECDocuments filed by the Company were prepared in accordance with, and as oftheir respective filing dates complied in all material respects with therequirements of the Securities Act and the Exchange Act and the rules andregulations of the SEC thereunder, as the case may be, and none of the SECDocuments contained any untrue statement of a material fact or omitted to statea material fact required to be stated therein or necessary to make thestatements made therein, in light of the circumstances in which they were made,not misleading, except to the extent such SEC Documents are corrected, updatedor superseded by a document subsequently filed with the SEC.  “SEC Documents” means each report, schedule,form, statement or other document filed with the SEC by the Company pursuant toSection 12 or 13(a) of the Securities Exchange Act of 1934, as amended(the “Exchange Act”) or pursuant to the Securities Act.

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### (viii)                        Financial Statements.  Thefinancial statements of the Company, including the notes thereto, included inthe SEC Documents (the “Company Financial Statements”) comply in all materialrespects as to form with applicable accounting requirements and the publishedrules and regulations of the SEC with respect thereto and have been prepared inaccordance with United States generally accepted accounting principles (“GAAP”)consistently applied during the periods involved (except as may be indicated inthe notes thereto or, in the case of unaudited statements, as permitted by Form10-Q under the Exchange Act) and

 

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### present fairly the financialposition of the Company at the dates thereof and the results of its operationsand cash flows for the periods then ended (subject, in the case of unauditedfinancial statements, to normal year-end adjustments).  There has been no change in the Company’saccounting policies except as described in the notes to the Company Financial Statements.  Except as reflected or reserved against inthe Company Financial Statements, the Company has no material liabilities orother obligations, except for liabilities and obligations (i) incurred in theordinary course of business since the date of the most recent Company FinancialStatements or (ii) that would not be required to be reflected or reservedagainst in the balance sheet of the Company prepared in accordance with GAAP.

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(ix)                                Compliance with Laws.  TheCompany has complied with, is not in violation of, and has not received any noticesof violation with respect to, any federal, state, local or foreign statute, lawor regulation with respect to the conduct of its business, or the ownership oroperation of its business, except for such violations or failures to complywhich would neither reasonably be expected to have a material adverse effect onthe Company nor prevent or impair the ability of the Company to perform any ofits obligations under this Agreement and delay, impair or prevent theconsummation of any transactions contemplated by this Agreement. As of the datehereof, the Company has not received notice of any pending investigation of theCompany by the SEC.

 

(x)                                   Actions; Suits; Proceedings. Except as otherwise described in the Company’s SEC Documents, no action,suit or proceeding by or before any court or governmental agency, authority orbody or any arbitrator involving the Company or its property is pending, or tothe best knowledge of the Company, threatened that would reasonably be expectedto (i) have a material adverse effect on the Company, (ii) prevent or impairthe ability of the Company to perform any of its obligations under thisAgreement, or (iii) delay, prevent or impair the consummation of any of thetransactions contemplated by this Agreement.

 

(xi)                                Offering.  Subject in part to the truthand accuracy of Seller’s representations and warranties set forth inSection 3(a) of this Agreement, the offer, sale and issuance of the Sharesas contemplated by this Agreement is and will be exempt from the registration requirementsof the Securities Act and any applicable state securities laws, and neither theCompany nor any authorized agent acting on its behalf has taken or will takeany action hereafter that would cause the loss of such exemption.

 

# **4.**                                      COVENANTS.

 

Theparties agree as follows with respect to the period following the Closing:

 

###### (a)                                  General.  In case at any time after theClosing any further action is necessary or desirable to carry out the purposesof this Agreement, the parties agree to take such further action (including theexecution and delivery of such further instruments and documents) as any otherparty reasonably may request.  

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###### (b)                                 Confidentiality. Each party will maintain in confidence, and will cause its directors,officers, employees, agents and advisors to maintain in confidence, and not useto the detriment of the other party, any written, oral or other informationobtained in confidence from the other party in connection with this Agreementor the transactions contemplated hereby, unless (i) such information is alreadyknown to such party or to others not bound by a duty of confidentiality or suchinformation becomes publicly available through no fault of such party, (ii) theuse of such information is necessary or

 

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###### appropriate in making anyfiling with or obtaining any consent or approval of any governmental body oragency required for the consummation of the transactions contemplated by thisAgreement, or (iii) the furnishing or use of such information is required bylegal proceedings.

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(c)                                  Market Stand-Off Provisions and Restrictionson Transfer and Resale of the Shares.  Until January 1, 2007,Seller hereby agrees that it shall not Transfer (as defined below) theShares(the “Lock-Up Period”).  Uponexpiration of the Lock-Up Period, Seller shall be able to Transfer the Shares;provided that, any Transfer of the Shares by Seller shall be subject to theresale restrictions established for an “affiliate” under Rule 144(e) (or itsthen-current analogous provision), regardless of whether Seller is then an“affiliate” of the Company or whether Rule 144(k) (or its then-currentanalogous provision) is available for resale of the Shares.    The foregoing restrictions shall not applyto any Transfer pursuant to (i) a bona fide underwritten public offeringregistered under the Securities Act; (ii) a merger, consolidation orreorganization of the Company or a recapitalization of any equity securities ofthe Company; (iii) a self-tender, tender or exchange offer; or (iv)Section 3(a)(xii) of this Agreement to effect a transfer to an Affiliate.For purposes of this paragraph, a “Transfer” shall mean any pledge, transfer,sale, offer to sell, making any short sale of, granting any option for thepurchase of, or entering into any hedging or similar transaction with the sameeconomic effect as a sale of the Shares.

 

# **5.**                                      MISCELLANEOUS.

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###### (a)                                  Counsel.  The parties have had theopportunity to consult with counsel in connection with this Agreement and thematters related thereto.

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###### (b)                                 Expense.  Each party to this Agreementwill bear its respective expenses incurred in connection with the preparation,execution and performance of this Agreement and the transactions contemplatedhereby, including all fees and expenses of agents, representatives, counsel andaccountants.

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###### (c)                                  Notices.  All notices, requests,demands and other communications which are required or may be given under thisAgreement shall be in writing and shall be deemed to have been duly given whenreceived if personally delivered; when transmitted if transmitted by telecopy,electronic or digital transmission method; the day after it is sent, if sentfor next day delivery to a domestic address by recognized overnight deliveryservice (e.g., Federal Express); and upon receipt, if sent by certified orregistered mail, return receipt requested. In each case notice shall be sent to (i) the Company at its corporateoffice in Long Beach, California (Attn: General Counsel); or (ii) the Seller atthe address set forth on the signature page hereto; or (iii) such other placeand with such other copies as either party may designate as to itself bywritten notice to the others.

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###### (d)                                 Entire Agreement.  ThisAgreement (including the documents referred to herein) constitutes the entireagreement among the parties and supersedes any prior understandings, agreementsor representations by or among the parties, written or oral, to the extent theyrelated in any way to the subject matter hereof.

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###### (e)                                  Enforcement of this Agreement.  Theparties hereto agree that irreparable damage would occur in the event that anyof the provisions of this Agreement were not performed in accordance with itsspecific terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to aninjunction or injunctions to prevent breaches of this Agreement and to enforcespecifically the terms and provisions hereof, this being in addition to anyother remedy to which they are entitled at law or in equity.

 

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###### (f)                                    Succession and Assignment.  ThisAgreement shall be binding upon and inure to the benefit of the parties namedherein and their respective successors and permitted assigns.  No party may assign either this Agreement orany of its rights, interests, or obligations hereunder without the priorwritten approval of the other party.

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###### (g)                                 Counterparts.  ThisAgreement may be executed in one or more counterparts, each of which shall bedeemed an original but all of which together will constitute one and the sameinstrument.

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###### (h)                                 Headings.  The section headingscontained in this Agreement are inserted for convenience only and shall notaffect in any way the meaning or interpretation of this Agreement.

 

###### (i)                                     Governing Law. This Agreement shall be governed by and construed in accordance with thedomestic laws of the State of New York, without giving effect to the choice orconflict of law principles thereof.

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###### (j)                                     Amendments and Waivers.  Noamendment of any provision of this Agreement shall be valid unless the sameshall be in writing and signed by the Company and Seller.  No waiver by any party of any default,misrepresentation, or breach of warranty or covenant hereunder, whetherintentional or not, shall be deemed to extend to any prior or subsequentdefault, misrepresentation or breach of warranty or covenant hereunder oraffect in any way any rights arising by virtue of any prior or subsequent suchoccurrence.

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###### (k)                                  Severability.  Anyterm or provision of this Agreement that is invalid or unenforceable in anysituation in any jurisdiction shall not affect the validity or enforceabilityof the remaining terms and provisions hereof or the validity or enforceabilityof the offending term or provision in any other situation or in any other jurisdiction.

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###### (l)                                     Survival.  The representations andwarranties of the parties contained herein shall survive the Closing andcontinue in full force and effect thereafter.

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[SIGNATURE PAGEFOLLOWS]

 

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###### INWITNESS WHEREOF, the parties hereto have executed and delivered this Agreementas of the date first above written.

 
| **FIRST CONSULTING GROUP, INC.,**a Delaware corporation  | **NEW YORK AND PRESBYTERIAN  HOSPITAL** |
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| By:                                                           |                                    |   | By: |   |   |
| Name:                                                         |                                    |   | Name: |   |   |
| Title:                                                        |                                    |   | Title: |   |   |
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