Exhibit 10.9
UHS HOLDCO, INC.
SECURITYHOLDERS AGREEMENT
THIS SECURITYHOLDERS AGREEMENT (the "Agreement") is made as of May 31, 2007, by
and among (i) UHS Holdco, Inc., a Delaware corporation (the "Company"),
(ii) BSMB/UHS, L.P., a Delaware limited partnership ("BSMB/UHS") and BSMB/UHS
Co-Investment Partners, L.P., a Delaware limited partnership ("BSMB
Co-Investment" and, together with BSMB/UHS, "BSMB"), (iii) Gary D. Blackford and
Kathy Blackford (collectively, "Blackford") and (iv) each of the other Persons
whose names appear on the Schedule of Investors attached hereto (the "Schedule
of Investors"), as amended from time to time in accordance with the terms hereof
(the "Other Holders"), and each Person who after the date hereof acquires Common
Stock and Common Stock Equivalents and agrees to be bound by this Agreement by
executing a joinder to this Agreement substantially in the form of Exhibit A
hereto.
Capitalized terms used herein are defined in Section 12.
WHEREAS, BSMB has acquired the shares of Common Stock set forth opposite its
name on the Schedule of Investors;
WHEREAS, each of Blackford and the Other Holders has acquired the shares of
Common Stock set forth opposite its, his or her name on the Schedule of
Investors;
WHEREAS, the Company and the Securityholders desire to enter into this Agreement
for the purposes, among others, of (i) establishing the composition of the
Company's Board of Directors (the "Board"), (ii) assuring continuity in the
management and ownership of the Company and (iii) limiting the manner and terms
by which the Securityholder Shares may be Transferred.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree as follows:
1.
Voting Agreement.
(A)
BOARD OF DIRECTORS. EACH SECURITYHOLDER HEREBY AGREES THAT SUCH PERSON
SHALL VOTE, OR CAUSE TO BE VOTED, ALL VOTING SECURITIES OF THE COMPANY OVER
WHICH SUCH PERSON HAS THE POWER TO VOTE OR DIRECT THE VOTING, AND SHALL TAKE ALL
OTHER REASONABLY NECESSARY OR DESIRABLE ACTIONS WITHIN SUCH PERSON'S CONTROL
(WHETHER IN SUCH PERSON'S CAPACITY AS A STOCKHOLDER, DIRECTOR, MEMBER OF A BOARD
COMMITTEE OR OFFICER OF THE COMPANY OR OTHERWISE, AND INCLUDING, WITHOUT
LIMITATION, ATTENDANCE AT MEETINGS IN PERSON, VIA TELEPHONE OR BY PROXY FOR
PURPOSES OF OBTAINING A QUORUM AND EXECUTION OF WRITTEN CONSENTS IN LIEU OF
MEETINGS), AND THE COMPANY SHALL TAKE ALL REASONABLY NECESSARY OR DESIRABLE
ACTIONS WITHIN ITS CONTROL (INCLUDING, WITHOUT LIMITATION, CALLING SPECIAL BOARD
AND STOCKHOLDER MEETINGS), SO THAT:
(I)
THE SIZE OF THE BOARD SHALL INITIALLY BE FOUR (4) DIRECTORS AND
THE FOLLOWING INDIVIDUALS SHALL BE ELECTED TO THE BOARD AND CAUSED TO BE
CONTINUED IN OFFICE:
(A)
THREE (3) REPRESENTATIVES DESIGNATED BY THE BSMB MAJORITY HOLDERS (THE
"BSMB DIRECTORS"); AND
(B)
THE THEN DULY ELECTED CHIEF EXECUTIVE OFFICER OF UHS ("CEO"), WHO SHALL
INITIALLY BE GARY D. BLACKFORD; PROVIDED, THAT IN THE EVENT THAT GARY D.
BLACKFORD'S EMPLOYMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES TERMINATES
FOR ANY REASON (OTHER THAN AS