8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): November 28, 2005

CONCENTRA OPERATING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-15699	75-2822620
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
5080 Spectrum Drive Suite 1200 – West Tower Addison, Texas		75001
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (972) 364-8000

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

Chairman’s Agreement

On November 28, 2005, Concentra Inc., the holder of all of the registrant’s capital stock (“Concentra”), entered into a Chairman’s Agreement (the “Agreement”) with Norman C. Payson, M.D., whereby Dr. Payson was engaged to serve as the non-executive Chairman of the Board of Directors of Concentra (the “Board”). Dr. Payson succeeds Paul B. Queally, a managing member of Welsh, Carson, Anderson & Stowe and affiliates, who remains a director of the Board.

Under the Agreement, Dr. Payson will serve as the non-executive Chairman of the Board for a one-year term, with automatically renewing one-year terms thereafter. In consideration for his services pursuant to the Agreement, Dr. Payson is entitled to receive non-qualified stock options to acquire shares of Concentra’s common stock, restricted shares of Concentra’s common stock, unrestricted shares of Concentra’s common stock and the right to purchase shares of Concentra’s common stock.

The Agreement entered into with Dr. Payson is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2005 Stock Option and Restricted Stock Purchase Plan

The Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”) became effective November 28, 2005. The purpose of the Plan is to provide Dr. Payson with the incentive to devote his best efforts to the business and financial success of Concentra, to be effected primarily through awards of options, restricted stock, and unrestricted stock.

The Plan will be administered by the Board and any committee thereof designated for such purpose (the “Administrator”). All awards made pursuant to the Plan will be determined by the Administrator.

The Plan provides that in the event of a dissolution or liquidation of Concentra, the Board may, in its discretion, provide that, upon written notice to Dr. Payson, all unexercised options will terminate prior to the consummation of such transaction, that Dr. Payson will receive a cash payment in a specified amount in exchange for the termination of options, or that all or any outstanding awards shall become exercisable or realizable in full prior to the consummation of such transaction.

The Plan will terminate upon the earlier of (i) the close of business on the day next preceding the tenth anniversary of the date of its adoption, or (ii) by action of the Board. No awards may be made under the Plan after its termination; however, such termination shall not alter or impair any rights or obligations granted or incurred prior to such termination.

A copy of the Plan is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Option Awards

On November 28, 2005, Concentra and Dr. Payson entered into a Ten Year Option Award Agreement (“Ten Year Option”) and a Six Month Option Award Agreement (“Six Month Option”) under the Plan. The Ten Year Option awards Dr. Payson options to purchase 603,205 shares of Concentra common stock at an exercise price of $18.00 per share. Every three months for three years, 8.33% of the original number of options vest, with the remaining options vesting at the end of the three-year period. In the event that Dr. Payson exercises the Six Month Option, however, 12.5% of the original options under the Ten Year Option will vest every three months for two years, effective retroactively to November 28, 2005. In addition, vesting under the Ten Year Option will be accelerated and the options will become immediately and fully vested upon a “Change in Control” (as defined in the Chairman’s Agreement), an “Initial Public Offering” (as defined in the Chairman’s Agreement), a sale by Concentra of all or substantially all of one or more of its operating divisions representing 25% or more of Concentra’s consolidated EBITDA, or termination of the Chairman’s Agreement upon death, without “Cause” (as defined in the Chairman’s Agreement), for “Good Reason” (as defined in the Chairman’s Agreement), or because Dr. Payson becomes “Disabled” (as defined in the Chairman’s Agreement). Dr. Payson’s right to exercise the Ten Year Option expires ten years from the date of grant.

The Six Month Option awards Dr. Payson options to purchase 1,666,667 shares of Concentra common stock at an exercise price of $18.00 per share. The Six Month Option is fully vested as of the date of the award, and Dr. Payson’s right to exercise the options expires on May 30, 2006.

The Ten Year Option and the Six Month Option are attached as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Stock Awards

Under the Plan, Concentra and Dr. Payson also entered into a Restricted Stock Award Agreement, dated November 28, 2005, and an Unrestricted Stock Award Agreement, dated November 28, 2005. The Restricted Stock Award Agreement grants Dr. Payson 402,137 shares of restricted Concentra common stock. Every three months for three years, 8.33% of the original number of restricted shares vest, with the remaining restricted shares vesting at the end of the three-year period. In the event that Dr. Payson exercises the Six Month Option, however, 12.5% of the shares will vest every three months for two years, effective retroactively to November 28, 2005. In addition, vesting under the Restricted Stock Award Agreement will be accelerated upon a “Change in Control,” an “Initial Public Offering,” a sale by Concentra of all or substantially all of one or more of its operating divisions representing 25% or more of Concentra’s consolidated EBITDA, or termination of the Chairman’s Agreement upon death, without “Cause,” for “Good Reason” or because Dr. Payson becomes “Disabled.”

The Unrestricted Stock Award Agreement grants Dr. Payson 138,890 shares of Concentra common stock. The Unrestricted Stock Award Agreement is fully vested as of the date of the award.

The Restricted Stock Award Agreement and the Unrestricted Stock Award Agreement are attached as Exhibits 10.5 and 10.6, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Securities Purchase Agreement

In connection with the Agreement, Concentra and Dr. Payson entered into a Securities Purchase Agreement, dated as of November 28, 2005. Under the Securities Purchase Agreement, Dr. Payson purchased from Concentra 555,556 shares of Concentra common stock at a purchase price of $18.00 per share, for a total purchase price of $10,000,008. The Securities Purchase Agreement is attached as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by reference.

Stockholders Agreement and Registration Rights Agreement

In connection with the Agreement, the awards made to Dr. Payson thereunder, and the Securities Purchase Agreement, on November 28, 2005, Concentra entered into Amendment No. 4 to Stockholders Agreement with the stockholders named therein, whereby Dr. Payson joined and agreed to be bound by Concentra’s Stockholders Agreement. Amendment No. 4 to Stockholders Agreement is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additionally, on November 28, 2005, Concentra entered into Amendment No. 5 to Registration Rights Agreement with the stockholders named therein, whereby Dr. Payson joined and agreed to be bound by Concentra’s Registration Rights Agreement. Amendment No. 5 to Registration Rights Agreement is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On November 28, 2005, Dr. Payson was elected to the Board by the written consent of Welsh, Carson, Anderson & Stowe (“WCAS”), Concentra’s principal stockholder, in accordance with the terms of a Voting Agreement between Dr. Payson and WCAS (the “Voting Agreement”) whereby WCAS agreed to (i) use its best efforts to cause Concentra to comply with its obligations under the Agreement, (ii) cause its designees on the Board to nominate Dr. Payson for election and reelection to the Board, as the case may be, and (iii) vote all of its shares of Concentra common stock in favor of Dr. Payson’s election or re-election, as the case may be. No transactions have

occurred within the last two years other than those mentioned in this report on Form 8-K to which Concentra was a party and Dr. Payson had or is to have a direct or indirect material interest.

Item 7.01. Regulation FD Disclosure.

On November 29, 2005, Concentra issued a press release regarding the naming of Dr. Payson as Concentra’s non-executive Chairman of the Board. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Limitation on Incorporation by Reference.

In accordance with General Instruction B.2. of Form 8-K, the information furnished pursuant to Item 7.01 in this report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1 Amendment No. 4 to Stockholders Agreement, dated November 28, 2005, by and among Concentra Inc. and the stockholders named therein.

4.2 Amendment No. 5 to Registration Rights Agreement, dated November 28, 2005, by and among Concentra Inc. and the stockholders named therein.

10.1 Chairman’s Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.

10.2 Concentra Inc. 2005 Stock Option Plan and Restricted Stock Purchase Plan for Non-Executive Chairman, effective as of November 28, 2005.

10.3 Concentra Inc. Ten Year Option Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.

10.4 Concentra Inc. Six Month Option Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.

10.5 Concentra Inc. Restricted Stock Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.

10.6 Concentra Inc. Unrestricted Stock Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.

10.7 Securities Purchase Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.

99.1 Press Release, dated November 29, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONCENTRA OPERATING CORPORATION
(Registrant)
By:	/s/ Richard A. Parr II
Name:	Richard A. Parr II
Title:	Executive Vice President, General Counsel & Corporate Secretary

Date: November 29, 2005

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
4.1	Amendment No. 4 to Stockholders Agreement, dated November 28, 2005, by and among Concentra Inc. and the stockholders named therein.
4.2	Amendment No. 5 to Registration Rights Agreement, dated November 28, 2005, by and among Concentra Inc. and the stockholders named therein.
10.1	Chairman’s Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.
10.2	Concentra Inc. 2005 Stock Option Plan and Restricted Stock Purchase Plan for Non-Executive Chairman, effective as of November 28, 2005.
10.3	Concentra Inc. Ten Year Option Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.
10.4	Concentra Inc. Six Month Option Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.
10.5	Concentra Inc. Restricted Stock Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.
10.6	Concentra Inc. Unrestricted Stock Award Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.
10.7	Securities Purchase Agreement, dated November 28, 2005, by and between Concentra Inc. and Norman C. Payson, M.D.
99.1	Press Release, dated November 29, 2005.

EX-4.1

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 Purchasers.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:

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1. Amendment to Stockholders Agreement. Schedule I to the Stockholders Agreement is hereby amended to include each of the persons set forth in Exhibit A hereto “Joining Person”), upon such Joining Person’s execution and delivery of a Joinder Agreement substantially in the form attached hereto as Exhibit B.

2. Miscellaneous.

(a) This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(b) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c) Headings and section reference numbers in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

(d) This Amendment is limited precisely as written and shall not be deemed to be a modification, acceptance or waiver of any other term, condition or provision of the Stockholders Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

CONCENTRA INC.
By:	/s/  Richard A. Parr II
	Richard A. Parr II
	Executive Vice President

[Schedule I Purchasers and FFC Purchasers Signature Page Follows]

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Schedule I Purchasers:

WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By:	WCAS VIII Associates, L.L.C. General Partner

By:	/s/ Paul B. Queally
	Managing Member

WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By:	WCAS VI ASSOCIATES, L.L.C. General Partner

By:	/s/ Jonathan M. Rather
	Jonathan M. Rather
	Attorney-in-Fact

FFC Purchasers:

FERRER FREEMAN & COMPANY, LLC
on behalf of FFC PARTNERS I, L.P. and as its General Partner
By:	/s/ Carlos A. Ferrer
	Carlos A. Ferrer Manager

and

on behalf of FFC EXECUTIVE PARTNERS I, L.P. and as its General Partner
By:	/s/ Carlos A. Ferrer
	Carlos A. Ferrer Manager
and
on behalf of FFC PARTNERS II, L.P. and as its General Partner
By:	/s/ Carlos A. Ferrer
	Carlos A. Ferrer Manager

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EXHIBIT A

Joining Party

Norman C. Payson, M.D.

EXHIBIT B

Form of Joinder Agreement

JOINDER AGREEMENT

This Joinder Agreement (the “Joinder”) to the Amendment No. 4 to Stockholders Agreement, dated as of August 17, 1999 (as amended, the “Stockholders Agreement”), among Concentra Inc. (f/k/a Concentra Managed Care, Inc.), a Delaware corporation (“Concentra”), and the several persons named in Schedules I and II thereto, is executed and delivered by Norman C. Payson, M.D. (the “Joining Party”) as of November 28, 2005. Each capitalized term used but not otherwise defined herein shall have the meaning set forth in the Stockholders Agreement.

1. Agreement to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Stockholders Agreement (as the same may be hereafter amended, restated, or otherwise modified from time to time). The Joining Party shall hereafter be deemed to be a “Schedule I Purchaser” and a “Purchaser” for all purposes under the Stockholders Agreement.

2. Concentra Representations and Warranties. Concentra’s representations and warranties contained in the Stockholders Agreement are true and correct in all material respects as of the date hereof.

3. Joining Party Representations and Warranties. The Joining Party’s representations and warranties set forth in Section XI of the Stockholders Agreement are true and correct in all material respects as of the date hereof.

4. Notices. For purposes of notices and other communications to be delivered to the Joining Party, the addresses and facsimile numbers set forth below shall be deemed an amendment to Schedule I of the Stockholders Agreement with respect to the Joining Party.

5. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York.

AGREED AND ACCEPTED
		Signature of Joining Party
CONCENTRA INC.
			Norman C. Payson, M.D. NCP, Inc. 8 Centre Street, Suite 3
By:			Concord, New Hampshire 03301
	Richard A. Parr II
	Executive Vice President

EX-4.2

Exhibit 4.2

AMENDMENT NO. 5 TO REGISTRATION RIGHTS AGREEMENT

This Amendment No. 5 to Registration Rights 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 Registration Rights Agreement referred to below.

WITNESSETH:

WHEREAS, the Company is party to a certain Registration Rights Agreement dated as of August 17, 1999 (as amended, the “Registration Rights 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 shareholders 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 Registration Rights Agreement was amended by Amendment No. 1 thereto dated as of November 1, 2001, to provide for certain registration matters relating to such 2,266,546 shares of Company Common Stock and the 771,277 shares of Company Common Stock issuable upon exercise of such warrants; and

WHEREAS, in connection with the Company’s November 2001 acquisition of National Healthcare Resources, Inc. (the “NHR Merger”), the Registration Rights Agreement was further amended by Amendment No. 2 thereto dated as of November 5, 2001, to permit the Company to grant certain registration rights with respect to shares of Company Common Stock issued by the Company in the NHR Merger; and

WHEREAS, on November 20, 2002, the Company issued to certain of its existing shareholders an aggregate 1,515,152 shares of Company Common Stock and, in connection therewith, the Registration Rights Agreement was amended by Amendment No. 3 thereto dated as of November 20, 2002, to provide for certain registration matters relating to such 1,515,152 shares of Company Common Stock; 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 shareholders and to certain former shareholders of Em3 who were not already shareholders of the Company, and the Company wishes to afford to such new shareholders the opportunity to become parties to the Registration Rights Agreement as set forth herein; 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

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Common Stock to Norman C. Payson, M.D., and the Company wishes to offer Dr. Payson the opportunity to become a party to the Registration Rights Agreement as set forth herein; and

WHEREAS, pursuant to Section 13(d) thereof, the Registration Rights 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 Purchasers;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants set forth herein and other good and valuable consideration, the parties hereto agree as follows:

1. Amendment to Registration Rights Agreement. Schedule I to the Registration Rights Agreement is hereby amended to include each of the persons set forth in Exhibit A hereto “Joining Persons”), upon such Joining Persons’ execution and delivery of a Joinder Agreement substantially in the form attached hereto as Exhibit B.

2. Miscellaneous.

(a) This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(b) This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c) Headings and section reference numbers in this Amendment are for reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment.

(d) This Amendment is limited precisely as written and shall not be deemed to be a modification, acceptance or waiver of any other term, condition or provision of the Registration Rights Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

CONCENTRA INC.
By:	/s/    Richard A. Parr II
	Richard A. Parr II         Executive Vice President

[Schedule I Purchaser and FFC Purchaser Signature Page Follows]

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Schedule I Purchasers:

WELSH, CARSON, ANDERSON & STOWE VIII, L.P.
By:	WCAS VIII Associates, L.L.C.
	General Partner
	By:	/s/ Paul B. Queally
		Managing Member
WELSH, CARSON, ANDERSON & STOWE VI, L.P.
By:	WCAS VI ASSOCIATES, L.L.C.
	General Partner
	By:	/s/ Jonathan M. Rather
		Jonathan M. Rather
		Attorney -in-Fact

FFC Purchasers:

FERRER FREEMAN & COMPANY, LLC
on behalf of FFC PARTNERS I, L.P. and as its General Partner
By:	/s/ Carlos A. Ferrer
	Carlos A. Ferrer
	Manager
and on behalf of FFC EXECUTIVE PARTNERS I, L.P. and as its General Partner
By:	/s/ Carlos A. Ferrer
	Carlos A. Ferrer
	Manager
and on behalf of FFC PARTNERS II, L.P. and as its General Partner
By:	/s/ Carlos A. Ferrer
	Carlos A. Ferrer
	Manager

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EXHIBIT A

Joining Party

Norman C. Payson, M.D.

EXHIBIT B

Form of Joinder Agreement

JOINDER AGREEMENT

This Joinder Agreement (the “Joinder”) to the Amendment No. 5 to Registration Rights Agreement, dated as of August 17, 1999 (as amended, the “Registration Rights Agreement”), among Concentra Inc. (f/k/a Concentra Managed Care, Inc.), a Delaware corporation (“Concentra”), and the several persons named in Schedules I and II thereto, is executed and delivered by Norman C. Payson, M.D. (the “Joining Party”) as of November 28, 2005. Each capitalized term used but not otherwise defined herein shall have the meaning set forth in the Registration Rights Agreement.

1. Agreement to be Bound. The Joining Party hereby agrees to be bound by all of the terms of the Registration Rights Agreement, attached to this Joinder as Exhibit A (as the same may be hereafter amended, restated, or otherwise modified from time to time). The Joining Party shall hereafter be deemed to be a “Schedule I Purchaser” and a “Purchaser” for all purposes under the Registration Rights Agreement.

2. Concentra Representations and Warranties. Concentra’s representations and warranties contained in the Registration Rights Agreement are true and correct in all material respects as of the date hereof.

3. Notices. For purposes of notices and other communications to be delivered to the Joining Party, the addresses and facsimile numbers set forth below shall be deemed an amendment to Schedule I of the Registration Rights Agreement with respect to the Joining Party.

4. Governing Law. This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York.

AGREED AND ACCEPTED
		Signature of Joining Party
CONCENTRA INC.
By:			Norman C. Payson, M.D. NCP, Inc.
	Richard A. Parr II Executive Vice President		8 Centre Street, Suite 3 Concord, New Hampshire 03301

EX-10.1

Exhibit 10.1

CHAIRMAN’S AGREEMENT

This Chairman’s Agreement (this “Agreement”) is made and entered into as of the 28th day of November, 2005 (the “Effective Date”), between Concentra Inc., a Delaware corporation (the “Company”), and Norman C. Payson, M.D. (“Dr. Payson”).

WITNESSETH:

WHEREAS, it is the desire of the Board of Directors of the Company to assure itself of the services of Dr. Payson by engaging Dr. Payson to serve as the non-executive Chairman of the Board of Directors of the Company as set forth herein; and

WHEREAS, Dr. Payson is desirous of committing himself to serve the Company on the terms set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements set forth below, the parties hereto agree as follows:

1. Engagement and Term. The Company hereby engages Dr. Payson to serve as the non-executive Chairman (“Chairman”) of the Board of Directors of the Company (the “Board”), and Dr. Payson hereby agrees to accept such engagement, on the terms and conditions set forth herein, for the period commencing on the Effective Date and expiring as of 11:59 p.m. on the first anniversary of the Effective Date (unless sooner terminated as hereinafter set forth) (the “Term”); provided, however, that commencing on such anniversary date, and each anniversary of the date hereof thereafter, the Term of this Agreement shall automatically be renewed for one (1) additional year unless at least sixty (60) days prior to any such anniversary date, the Company or Dr. Payson shall have given notice of nonrenewal.

2. Duties and Restrictions.

(a) Duties. Dr. Payson shall serve on the Board as its Chairman, with all such powers as may be set forth in the Company’s Bylaws with respect to, and/or are reasonably incident to, such office. Dr. Payson’s responsibilities as Chairman will consist of (i) overseeing the Company’s (and its operating divisions’) strategic direction, (ii) developing the Company’s senior management, including providing guidance and advice to the President and Chief Executive Officer and other members of senior management, (iii) assisting with investor relations, (iv) organizing meetings of the Board of Directors; and (v) such other responsibilities as are incidental to the foregoing. During the Term, Dr. Payson shall have direct access to the senior management of the Company, including senior management of the Company’s operating divisions. It is anticipated that Dr. Payson’s duties will require his business time and attention for an average of approximately eight (8) days per month during the entire Term, it being understood that the number of days will vary from month to month. Notwithstanding the foregoing, it is anticipated that Dr. Payson’s duties will require his business time and attention for an average of approximately ten (10) days per month for the first six (6) months after the Effective Date. Subject to Section 2(b), Dr. Payson may engage in other business and charitable activities,

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including, without limitation business and charitable activities in the health care and health care financing industries, to the extent that such activities do not prevent Dr. Payson from performing his duties pursuant to this Agreement and do not otherwise cause Dr. Payson to violate his fiduciary duties as an officer and/or director of the Company.

(b) Noncompetition. Dr. Payson agrees that during the Term he will not (i) solicit the employment or engagement of, employ or engage, or endeavor to entice away from the Company or its subsidiaries or affiliates, any person who is an employee of the Company or any of its subsidiaries or affiliates, or (ii) be employed by, associated with, or have any interest in, directly or indirectly (whether as principal, director, officer, employee, consultant, partner, stockholder, member, trustee, manager, or otherwise), any occupational healthcare company, or healthcare network services company that primarily is in the business of providing review (including fee negotiation), repricing, and reduction of medical bills, which has a principal line of business that is directly competitive with the Company or its subsidiaries or affiliates in any geographical area in which the Company or its subsidiaries or affiliates engage in business. This noncompetition provision does not preclude Dr. Payson from being employed by or associated with or having any interest, directly or indirectly (whether as a principal, director, officer, employee, consultant, partner, stockholder, member trustee, manager or otherwise), in the health insurance or health plan “payor” business regardless of the benefit designs or cost containment techniques utilized by that payor or payors. Further, notwithstanding the foregoing, Dr. Payson shall not be prohibited from owning five percent (5%) or less of the outstanding equity securities of any entity whose equity securities are listed on a national securities exchange or publicly traded in any over-the-counter market.

(c) Confidentiality. Dr. Payson agrees that he shall not, directly or indirectly, at any time during the Term or following the termination of this Agreement with the Company (other than in connection with his performance of services to the Company), reveal, divulge, or make known to any person or entity, or use for his personal benefit (including, without limitation, for the purpose of soliciting business, whether or not competitive with any business of the Company or any of its subsidiaries or affiliates), any nonpublic, proprietary, or confidential information (“Confidential Information”) acquired during the course of his engagement hereunder with regard to the financial, business, or other affairs of the Company or any of its subsidiaries or affiliates (including, without limitation, any list or record of persons or entities with which the Company or any of its subsidiaries or affiliates has any dealings). Confidential Information shall not include (without limitation) (i) material then in the public domain, (ii) information of a type not considered confidential by persons engaged in the same business or a similar business to that conducted by the Company, and (iii) material that Dr. Payson discloses under the following circumstances: (A) in the performance of his duties and responsibilities hereunder, (B) reasonably necessary or appropriate disclosure to an employee of the Company or to representatives or agents of the Company (such as independent public accountants and legal counsel); (C) at the express direction of any authorized governmental entity; (D) pursuant to a subpoena or other legal process; (E) as otherwise required by law or the rules, regulations, or orders of any applicable regulatory body; (F) as otherwise necessary or appropriate to be disclosed in connection with the prosecution or the defense of any legal action or similar

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proceeding; or (G) disclosure to Dr. Payson’s legal counsel or other advisers on a confidential basis.

3. Compensation, Expenses, and Benefits.

(a) Compensation. In consideration of Dr. Payson’s performance of services pursuant to this Agreement, the Company shall compensate Dr. Payson by granting him (i) non-qualified options to acquire shares of the Company’s common stock, par value $.01 per share (“Common Stock”), (ii) restricted shares of Common Stock, and (iii) the right to purchase shares of Common Stock, all as more fully described on Exhibit A hereto. Any additional compensation by the Company to Dr. Payson for such services shall be in the sole discretion of the Compensation Committee of the Company’s Board of Directors. The Company makes no representation or warranty with respect to the tax consequences of any compensatory awards granted to Dr. Payson. Dr. Payson is responsible for the payment, if applicable, of (X) any and all local, state, and federal taxes (including but not limited to any taxes imposed pursuant to section 409A of the Internal Revenue Code of 1986, as amended), (Y) estimated payment obligations, and (Z) any penalties or assessments arising from such compensatory awards. It is the Company’s good faith belief that, as of the Effective Date, the fair market value of the Common Stock is not greater than $18 per share.

(b) Expenses. Dr. Payson shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by him during the Term (in accordance with the policies and procedures established by the Board of Directors for its senior executive officers) in performing services hereunder, provided that Dr. Payson properly accounts therefor in accordance with Company policy. Without limiting the generality of the foregoing, the Company shall reimburse Dr. Payson for his use of private aircraft for Company business during the Term, up to a maximum of Five Hundred Thousand Dollars ($500,000) during each 12-month period commencing with the Effective Date.

(c) Other Benefits. Dr. Payson shall be entitled to participate in or receive benefits under any employee benefit plan or other arrangement made available by the Company now or in the future to non-employee members of the Board, subject to and on a basis consistent with the eligibility requirements and other terms, conditions, and overall administration of such plan or arrangement. The Company shall not make any changes in any such employee benefit plans or other arrangements in effect on the date hereof or subsequently in effect in which Dr. Payson currently or in the future participates that would adversely affect Dr. Payson’s rights or benefits thereunder, unless such change is applicable to all non-employee members of the Company’s Board of Directors and does not result in a proportionately greater reduction in the rights of or benefits to Dr. Payson as compared with any non-employee member of the Company’s Board of Directors.

4. Indemnification. The Company and Dr. Payson shall enter into the Company’s standard Indemnification Agreement for directors and executive officers of the Company, substantially in the form of Exhibit B hereto.

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5. Office Location. Dr. Payson shall primarily perform his duties and responsibilities hereunder based out of his personal office and/or Company’s principal executive office located at 5080 Spectrum Drive, Addison, Texas, except for reasonable required travel on the Company’s business.

6. Termination. This Agreement may be terminated by the Company or Dr. Payson, as applicable, without any breach of this Agreement, only under the following circumstances and subject to the provisions of Section 8.

(a) Death. This Agreement shall terminate upon Dr. Payson’s death.

(b) Disability. If, as a result of Dr. Payson’s incapacity due to physical or mental illness or injury, Dr. Payson shall have been unable, with reasonable accommodation, to perform the essential functions of his duties and responsibilities hereunder or shall otherwise become disabled within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended, for one hundred eighty (180) consecutive calendar days (“Disabled”), and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such one hundred eighty (180) day period) Dr. Payson shall not have returned to the performance of his material duties and responsibilities hereunder, the Company may terminate this Agreement. Dr. Payson may also terminate this Agreement in the event that he becomes Disabled.

(c) Termination by the Company for Cause. Subject to the provisions of Section 8(c), the Company may terminate this Agreement upon Dr. Payson’s removal as a member of the Company’s Board of Directors by the Company’s stockholders in accordance with the Company’s Bylaws either with or without “Cause.” For purposes of this Agreement (but subject to Section 8(c)), such removal shall be deemed to have been for “Cause” only if it occurs upon:

(i) Dr. Payson’s willful or intentional failure to perform his material duties and responsibilities hereunder (other than any such failure resulting from Dr. Payson’s incapacity due to physical or mental illness or any such failure after the issuance of a Notice of Termination for Good Reason (as hereinafter defined) by Dr. Payson);

(ii) Dr. Payson’s commission of an act of dishonesty or fraud of a material nature in connection with the performance of his duties hereunder, or his willful or intentional misconduct of a material nature in connection with the performance of his duties hereunder; or

(iii) Dr. Payson’s conviction of, or entering of a plea of nolo contendere with respect to, a felony.

(d) Termination by Dr. Payson for Good Reason. Subject to the provisions of Section 8(d), and at his option, Dr. Payson may terminate his employment hereunder for Good Reason. For purposes of this Agreement, the termination of this Agreement by Dr. Payson

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because of the occurrence of any one or more of the following events shall be deemed to have occurred for “Good Reason”:

(i) a material adverse change or diminution in the nature or scope of Dr. Payson’s authorities, status, powers, functions, duties, or responsibilities from those set forth in Section 2 of this Agreement;

(ii) any removal by the Company of Dr. Payson from, or any failure to appoint or reelect Dr. Payson to, the position indicated in Section 1 of this Agreement except in connection with the Company’s termination of this Agreement for Cause or Disability;

(iii) a failure by the Company to comply with any other material term or provision hereof or of any other written agreement between Dr. Payson and the Company;

(iv) delivery by the Company of notice of non-renewal pursuant to Section 1 of this Agreement; or

(v) the occurrence of a Change in Control, as defined in Exhibit C hereto.

(e) Termination by Dr. Payson Without Good Reason. Dr. Payson may terminate this Agreement at any time, without Good Reason, upon thirty (30) days prior written notice to the Company.

7. Effect of Expiration or Termination. Upon the expiration or earlier termination of this Agreement, Dr. Payson shall be deemed to have resigned as Chairman and from all other officerships and directorships he then holds with the Company and/or any of its subsidiaries or affiliates.

8. Other Provisions Relating to Termination.

(a) Notice of Termination. Any termination of this Agreement by the Company or by Dr. Payson (other than termination because of the death of Dr. Payson) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of this Agreement under the provision so indicated.

(b) Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean: (1) if this Agreement is terminated by Dr. Payson’s death, the date of his death; (2) if this Agreement is terminated because of a Disability pursuant to Section 6(b), then thirty (30) days after Notice of Termination is given (provided that Dr. Payson shall not have returned to the performance of his duties during such thirty (30) day period); (3) if this Agreement is terminated by Dr. Payson for Good Reason, then, subject to Section 8(d), the date

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specified in the Notice of Termination; (4) if either party timely gives notice of nonrenewal pursuant to Section 1, the date upon which the Term expires; and (5) if this Agreement is terminated by Dr. Payson pursuant to Section 6(e) or by the Company without Cause pursuant to Section 6(c), then thirty (30) days after Notice of Termination is given.

(c) Cause. In the case of any potential termination of this Agreement for Cause, the Company will give Dr. Payson a Notice of Termination describing in reasonable detail, the facts or circumstances giving rise to such termination (and, if applicable, the action required to cure same) and will permit Dr. Payson thirty (30) days to cure such facts or circumstances. Cause for termination will not be deemed to exist until the expiration of the foregoing cure period. If after thirty (30) days following Dr. Payson’s receipt of a Notice of Termination for Cause, Dr. Payson has not cured the facts or circumstances giving rise to termination for Cause, then a subsequent termination pursuant to Section 6(c) may be deemed to be a termination for Cause. Further, no termination shall be treated as a termination for Cause unless the Board has adopted a resolution by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Dr. Payson and an opportunity for Dr. Payson, together with the Dr. Payson ‘s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct set forth in clause (i), (ii) or (iii) of the definition of Section 6(c), and specifying the particulars thereof in detail. Any such determination by the Board shall not be given deference in any subsequent proceeding challenging the existence of Cause.

(d) Good Reason. Upon the occurrence of an event described in the definition of “Good Reason” in Section 6(d), Dr. Payson may terminate this Agreement for Good Reason by giving a Notice of Termination to the Company to that effect. If the effect of the occurrence of the event giving rise to Good Reason under Section 6(d) may be cured, the Company shall have the opportunity to cure any such effect for a period of thirty (30) days following receipt of Dr. Payson’s Notice of Termination. If the Company fails to cure any such effect, the termination for Good Reason shall become effective on the date specified in Dr. Payson’s Notice of Termination. If Dr. Payson does not give such Notice of Termination to the Company, then this Agreement will remain in effect; provided, however, that the failure of Dr. Payson to terminate this Agreement for Good Reason shall not be deemed a waiver of Dr. Payson’s right to terminate this Agreement for Good Reason, with respect to a prior or subsequent event.

9. Independent Contractor. In the performance of services hereunder, Dr. Payson is serving as a director of and not an employee of the Company. This Agreement in no way creates, nor shall Dr. Payson’s performance of services hereunder be interpreted as creating, an employment relationship between Dr. Payson and the Company.

10. Successors; Binding Agreement. This Agreement shall be binding upon, and inure to the benefit of, the Company, Dr. Payson, and their respective successors, assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. The Company hereby represents, as a material inducement for Dr.

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Payson to execute this Agreement, that the Board has authorized the execution of this Agreement in this form.

11. Notice. For purposes of this Agreement, all notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by facsimile or similar electronic device and confirmed, (c) delivered by overnight express, or (d) if sent by any other means, upon receipt. Notices and all other communications provided for in this Agreement shall be addressed as follows:

If to Dr. Payson:	Norman C. Payson, M.D.
	NCP, Inc.
	8 Centre Street, Suite 3
	Concord, New Hampshire 03301
If to the Company:	Concentra Inc.
	5080 Spectrum Drive, Suite 1200 – West Tower
	Addison, Texas 75001
	Attention: General Counsel

or to such other address as either party may have furnished to the other in writing in accordance herewith.

12. Miscellaneous. No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in a written instrument signed by Dr. Payson and the Company. No waiver by either party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Delaware, excluding any choice-of-law provisions thereof.

13. Dispute Resolution. Any controversy or claim arising out of or related to this Agreement or Dr. Payson’s service to the Company shall be settled by binding arbitration in Boston, Massachusetts, before a single arbitrator administered by the American Arbitration Association, and the arbitrator’s written decision shall include findings of fact and conclusions of law and may be entered in any court having jurisdiction thereof. The arbitrator shall be chosen jointly by Dr. Payson and the Company or, if no arbitrator is acceptable to both parties, shall be chosen jointly by an arbitrator nominated by each such party.

14. Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

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15. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

16. Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement, including, without limitation, the Exhibits hereto). This Agreement, including the Exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes in all respects any and all prior agreements, understandings, or arrangements, written or oral, between the parties, which prior agreements, understanding, and arrangements, if any, are hereby superseded, cancelled, and of no further force or effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

THE COMPANY:
CONCENTRA INC.
By:	/s/    Daniel J. Thomas
	President and Chief Executive Officer
	Daniel J. Thomas
DR. PAYSON:
	/s/    Norman C. Payson, M.D.
	Norman C. Payson, M.D.

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EXHIBIT A

DESCRIPTION OF EQUITY COMPENSATION

Subject only to the execution and delivery of a definitive Option Award Agreement, Restricted Stock Award Agreement, and Stock Purchase Agreement incorporating the following terms:

1. Stock Options and Restricted Stock.

(a) Stock Options. Pursuant to and subject to the terms and conditions of the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Incentive Plan”), the Company will award to Dr. Payson, on the Effective Date, a ten-year non-qualified option to acquire 603,205 shares of Common Stock (the “Option”) at an exercise price of $18.00 per share. Subject to Dr. Payson’s continued service pursuant to the Chairman’s Agreement and except as otherwise provided in Section 1(c) or Section 1(d), the Option will vest and become exercisable as to 1/12^th of the total number of shares subject to the Option on February 28, 2006, and with respect to an additional 1/12^th of such shares on each three month anniversary subsequent to February 28, 2006 (i.e., May 28, 2006, August 28, 2006, etc.) until the Option is completely vested and exercisable. To the extent vested, the Option shall remain exercisable for the remainder of its ten-year term. The Option shall be further subject to the terms of Section 1(e) hereof, and the terms of the Option shall permit Dr. Payson to exercise an applicable portion of the Option (to the extent vested) by delivering to the Company a number of unencumbered shares of Common Stock then held by Dr. Payson for at least six (6) months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, having an aggregate fair market value as of the applicable exercise date equal to the exercise price of such Option. Dr. Payson shall also have the right to sell to the Company a number of shares of Common Stock then held by Dr. Payson for at least six (6) months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, having a fair market value equal to the amount of income and other taxes payable by Dr. Payson in connection with such exercise.

(b) Initial Stock Award and Restricted Stock Award. Pursuant to and subject to the terms and conditions of the Incentive Plan:

(i) Initial Stock Award. The Company will award to Dr. Payson on the Effective Date 138,890 fully-vested shares of Common Stock.

(ii) Restricted Stock Award. The Company will award to Dr. Payson, on the Effective Date, 402,137 restricted shares of Common Stock (the “Restricted Stock”) under the Incentive Plan. Subject to Dr. Payson’s continued service pursuant to the Chairman’s Agreement and except as otherwise provided in Section 1(c) or Section 1(d), the Restricted Stock will vest and become free from forfeiture restrictions as to 1/12^th of the total number of shares of Restricted Stock on February 28, 2006, and with

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respect to an additional 1/12^th of such shares on each three month anniversary subsequent to February 28, 2006 (i.e., May 28, 2006, August 28, 2006, etc.) until the Restricted Stock is completely vested. On each vesting date, Dr. Payson may sell to the Company a number of unencumbered shares of Common Stock then held by Dr. Payson for at least six (6) months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, having a fair market value equal to the amount of income and other taxes payable by Dr. Payson in connection with such vesting. The Restricted Stock shall be further subject to the terms of Section 1(e) hereof.

(c) Change in Control, Partial Divestiture, and Purchase Option Exercise Vesting; Lock-Up.

(i) The Option shall become immediately and fully vested and exercisable for the remainder of its term, and the Restricted Stock shall become immediately and fully vested and free from forfeiture restrictions, (A) immediately prior to the occurrence during the Term of the Chairman’s Agreement of a Change in Control (as defined on Exhibit C to the Chairman’s Agreement) or an Initial Public Offering, or (B) upon the Company’s sale during the Term of the Chairman’s Agreement of all of substantially all of one or more of its operating divisions representing in the aggregate twenty-five percent (25%) or more or the Company’s Consolidated EBITDA. “Initial Public Offering” shall mean an underwritten public offering of the Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended.

(ii) In the event that Dr. Payson exercises the Purchase Option (as defined in Section 2(b) below) in full, the Option shall vest and be exercisable for the remainder of its term, and the Restricted Stock shall vest and be free of forfeiture restrictions, as follows: 1/8^th of the total number of shares subject to the Option and 1/8^th of the total number of shares of Restricted Stock on February 28^th, 2006,; an additional 1/8^th of such shares on each three month anniversary subsequent to February 28th, 2006 (i.e., May 28th, 2006; August 28th, 2006; etc.) until the Option is completely vested and exercisable and the Restricted Stock is completely vested and free from forfeiture restrictions. If applicable, the vesting schedule described in this clause (ii) shall be applied retroactively to the Effective Date.

(iii) Dr. Payson agrees to be bound to a customary lock-up provision for up to 180 days if required by the Company’s underwriters in connection with an initial public offering of the Company’s Common Stock

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(d) Effect of Termination of Chairman’s Agreement.

(i) In the event of the termination of the Chairman’s Agreement pursuant to Section 6(a), Section 6(b) or Section 6(d) of the Chairman’s Agreement or in the event of a termination of the Chairman’s Agreement pursuant to Section 6(c) other than for Cause, the Option and Restricted Stock, to the extent not previously vested (including, without limitation, by reason of Section 1(c)), shall become immediately and fully vested, and the Option shall remain exercisable for the remainder of its term.

(ii) In the event of the termination of the Chairman’s Agreement pursuant to Section 6(c) of the Chairman’s Agreement for Cause, pursuant to Section 6(e) of the Chairman’s Agreement by Dr. Payson, or by Dr. Payson electing not to renew the Term pursuant to Section 1 of the Chairman’s Agreement, the vested portion of the Option shall remain exercisable for the remainder of its term and unvested portions of the Option and Restricted Stock shall be forfeited.

(e) Equitable Adjustment. In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to Dr. Payson’s Option, Restricted Stock, and Purchase Option in order to prevent enlargement or dilution of his rights thereunder, including, if applicable, adjustments to the (a) number and kind of shares of Common Stock or other securities, cash, or property subject to the award or that may be delivered thereunder and/or (b) exercise price of the award.

2. Purchases of Common Stock.

(a) Initial Investment. On the Effective Date, Dr. Payson shall purchase from the Company for his own account, and the Company shall sell to him, 555,556 shares of Common Stock for an aggregate purchase price of $10,000,008 (i.e., at a purchase price of $18.00 per share).

(b) Purchase Option. On the Effective Date, the Company will grant to Dr. Payson a fully-vested option (the “Purchase Option”) to acquire, at any time during the six month period following the Effective Date, up to a maximum of 1,666,667 additional shares of Common Stock, at an exercise price of $18.00 per share (i.e., an aggregate purchase price with respect to the entire Purchase Option of $30,000,006). The Purchase Option shall be subject to the terms of Section 1(e).

(c) Stockholders Agreement. Dr. Payson will make customary representations to the Company with respect to his purchase of Common Stock and will become a party to the Stockholders Agreement, dated as of August 17, 1999, between Concentra and certain of its stockholders, as amended.

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EXHIBIT B

FORM OF INDEMNIFICATION AGREEMENT

FORM APPROVED BY

CONCENTRA INC. BOARD OF DIRECTORS – JUNE 26, 2003

STANDARD FOR ALL CONCENTRA DIRECTORS

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the “Agreement”) is made and entered into as of this          day of                      200  , by and between Concentra Inc., a Delaware corporation (the “Corporation”), and                     , a                      resident (“Indemnitee”).

RECITALS:

A. Competent and experienced persons are reluctant to serve or to continue to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims and actions against them arising out of their service to and activities on behalf of those corporations.

B. The current uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons.

C. The Board of Directors of the Corporation has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons, that this situation is detrimental to the best interests of the Corporation’s stockholders, and that the Corporation should act to assure its directors and officers that there will be increased certainty of adequate protection in the future.

D. The Certificate of Incorporation of the Corporation requires the Corporation to indemnify its directors and officers to the fullest extent permitted by law.

E. It is reasonable, prudent, and necessary for the Corporation to obligate itself contractually to indemnify its directors and officers to the fullest extent permitted by applicable law in order to induce them to serve or continue to serve the Corporation.

F. Indemnitee is willing to serve, continue to serve, and to take on additional service for or on behalf of the Corporation on the condition that he be indemnified to the fullest extent permitted by law.

G. Concurrently with the execution of this Agreement, Indemnitee is agreeing to serve or to continue to serve as a director or officer of the Corporation.

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AGREEMENTS:

NOW, THEREFORE, in consideration of the foregoing premises, Indemnitee’s agreement to serve or continue to serve as a director or officer of the Corporation, and the covenants contained in this Agreement, the Corporation and Indemnitee hereby covenant and agree as follows:

1. Certain Definitions:

(a) “Acquiring Person” means any Person other than (i) the Corporation, (ii) any of the Corporation’s Subsidiaries, (iii) any employee benefit plan of the Corporation or of a Subsidiary of the Corporation or of a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, (iv) any trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or of a Subsidiary of the Corporation or of a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of stock of the Corporation, or (v) any Person who, as of July 1, 2003, was the “beneficial owner” (as hereinafter defined), directly or indirectly, of securities of the Corporation representing twenty percent or more of the combined voting power of the Voting Securities of the Corporation outstanding as of such date.

(b) “Change in Control” means the occurrence of any of the following events:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (x) the then outstanding shares of Common Stock of the Corporation (the “Outstanding Corporation Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this Subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Corporation, (B) any acquisition by the Corporation, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any corporation controlled by the Corporation or (D) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of paragraph (iii) below; or

(ii) Individuals who, as of the date of this Agreement, constitute Incumbent Directors cease for any reason to constitute at least a majority of the Corporation’s Board of Directors;

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Corporation or an acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such

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Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan (or related trust) of the Corporation or the corporation resulting from the Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership of the Corporation existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Directors at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Corporation of a complete liquidation or dissolution of the Corporation.

(c) “Claim” means any threatened, pending, or completed action, suit, or proceeding (including, without limitation, securities laws actions, suits, and proceedings), or any inquiry or investigation (including discovery), whether conducted by the Corporation or any other party, that Indemnitee in good faith believes might lead to the institution of any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other. Without limiting the foregoing, “Claim” shall also mean the good faith determination by the Indemnitee that the Indemnitee owes or is otherwise liable or obligated to pay any Joint/Secondary Liability.

(d) “Expenses” means all costs, expenses (including attorneys’ and expert witnesses’ fees), and obligations paid or incurred in connection with investigating, defending (including affirmative defenses and counterclaims), being a witness in, or participating in (including on appeal), or preparing to defend, be a witness in, or participate in, any Claim relating to any Indemnifiable Event.

(e) “Incumbent Directors” means the individuals who, as of the date of this Agreement, constitute the Board of Directors and any other individual who becomes a director of the Corporation after that date and whose election or appointment by the Board of Directors or nomination for election by the Corporation’s stockholders was approved by a vote of at least a majority of the directors who are then the Incumbent Directors, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or

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threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Directors.

(f) “Indemnifiable Event” means any event or occurrence (including, without limitation, the incurrence of any Joint/Secondary Liability by the Indemnitee) related to the fact that Indemnitee is or was a director, member of a committee of the board of directors, officer, employee, agent, or fiduciary of the Corporation, or is or was serving at the request of the Corporation as a director, member of a committee of the Board of Directors, officer, employee, trustee, agent, or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or by reason of any thing done or not done by Indemnitee in any such capacity. For purposes of this Agreement, the Corporation agrees that Indemnitee’s service on behalf of or with respect to any Subsidiary of the Corporation shall be deemed to be at the request of the Corporation.

(g) “Joint/Secondary Liabilities” means any and all taxes and other liabilities or obligations for which the Corporation is primarily liable and for which the Indemnitee is jointly or secondarily liable or which the Indemnitee is obligated to pay under any statute, regulation, or court or arbitral decision.

(h) “Person” means any person or entity of any nature whatsoever, specifically including (but not limited to) an individual, a firm, a company, a corporation, a limited liability company, a partnership, a trust or other entity. A Person, together with that Person’s affiliates and associates (as those terms are defined in Rule 12b-2 under the Exchange Act for purposes of this definition only), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated or consciously parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities of the Corporation with that Person, shall be deemed a single “Person.”

(i) “Potential Change in Control” shall be deemed to have occurred if (i) the Corporation enters into an agreement, the consummation of which would result in the occurrence of a Change in Control; (ii) any Person (including the Corporation) publicly announces an intention to take or to consider taking actions that, if consummated, would constitute a Change in Control; (iii) after the Corporation has become a reporting company under the Exchange Act, any Acquiring Person who is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing 10% or more of the combined voting power of the then outstanding Voting Securities of the Corporation increases his beneficial ownership of such securities by 5% or more over the percentage so owned by that Person on the date hereof; or (iv) the Board of Directors of the Corporation adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(j) “Reviewing Party” means any appropriate person or body consisting of a member or members of the Corporation’s Board of Directors or any other person or body appointed by the Board (including Special Counsel referred to in Section 3) who is not a party to the particular Claim for which Indemnitee is seeking indemnification.

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(k) “Special Counsel” means special, independent counsel selected by Indemnitee and approved by the Corporation (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Corporation or for Indemnitee within the last three years (other than as Special Counsel under this Agreement or similar agreements).

(l) “Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

(m) “Voting Securities” means any securities that vote generally in the election of directors or in the selection of any other similar governing body.

2. Basic Indemnification and Expense Reimbursement Arrangement.

(a) In the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Corporation shall indemnify Indemnitee to the fullest extent permitted by law as soon as practicable but in any event no later than 30 days after written demand is presented to the Corporation, against any and all Expenses, Joint/Secondary Liabilities, judgments, fines, penalties, and amounts paid in settlement (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, Joint/Secondary Liabilities, judgments, fines, penalties, or amounts paid in settlement) of or with respect to that Claim. Notwithstanding the foregoing, the obligations of the Corporation under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined in good faith, following its receipt of a written opinion of Special Counsel (as contemplated by Section 3), that the Corporation would not be permitted under applicable law to make a requested indemnification payment to the Indemnitee. Nothing contained in this Agreement shall require any determination under this Section 2(a) to made by the Reviewing Party prior to the disposition or conclusion of the Claim against the Indemnitee; provided, however, that Expense Advances shall continue to be made by the Corporation pursuant to and to the extent required by the provisions of Section 2(b).

(b) If so requested by Indemnitee, the Corporation shall pay any and all Expenses incurred by Indemnitee (or, if applicable, reimburse Indemnitee for any and all Expenses incurred by Indemnitee and previously paid by Indemnitee) within two business days after such request (an “Expense Advance”). The Corporation shall be obligated to make or pay an Expense Advance in advance of the final disposition or conclusion of any Claim. In connection with any request for an Expense Advance, if requested by the Corporation, Indemnitee or Indemnitee’s counsel shall submit an affidavit stating that the Expenses incurred were reasonable. Any dispute as to the reasonableness of any Expense shall not delay an Expense Advance by the Corporation, and the Corporation agrees that any such dispute shall be resolved only upon the disposition or conclusion of the underlying Claim against the Indemnitee. If, when, and to the extent that the Reviewing Party determines in good faith, following its receipt of a written opinion of Special Counsel (as contemplated by Section 3), that the

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Corporation would not be permitted under applicable law to indemnify Indemnitee with respect to a Claim, the Corporation shall be entitled to be reimbursed by Indemnitee and Indemnitee hereby agrees to reimburse the Corporation without interest (which agreement shall be an unsecured obligation of Indemnitee) for all related Expense Advances theretofore made or paid by the Corporation; provided, however, that if Indemnitee has commenced action pursuant to Section 21 hereof to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Corporation for any Expense Advance, and the Corporation shall be obligated to continue to make Expense Advances, until a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) or an arbitral determination, as the case may be, is made with respect thereto. As contemplated by Section 3, the Reviewing Party shall be advised by or shall be Special Counsel. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence an action pursuant to Section 21 hereof. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Corporation and Indemnitee.

3. Special Counsel. The Corporation agrees that it shall not deny any indemnification payments or Expense Advances that Indemnitee requests or demands under this Agreement unless the Reviewing Party shall have received a written opinion of Special Counsel, delivered to the Corporation and Indemnitee, that the Corporation would not be permitted under applicable law to pay Indemnitee such indemnification payment or Expense Advance. The Corporation agrees to pay the reasonable fees of Special Counsel referred to in this Section 3 and to indemnify fully Special Counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Agreement or Special Counsel’s engagement pursuant hereto.

4. Establishment of Trust. In the event of a Potential Change in Control, the Corporation shall, upon written request by Indemnitee, create a trust for the benefit of Indemnitee (the “Trust”) and from time to time upon written request of Indemnitee shall fund the Trust in an amount sufficient to satisfy any and all Expenses reasonably anticipated at the time of each such request to be incurred in connection with investigating, preparing for, and defending any Claim relating to an Indemnifiable Event, and any and all judgments, fines, penalties, and settlement amounts (including all interest, assessments, and other charges paid or payable in connection with or in respect of such expenses, judgments, fines, penalties, and settlement amounts) of any and all Claims relating to an Indemnifiable Event from time to time actually paid or claimed, reasonably anticipated, or proposed to be paid. The amount or amounts to be deposited in the Trust pursuant to the foregoing funding obligation shall be determined by the Reviewing Party, in any situation in which Special Counsel referred to in Section 3 is involved. The terms of the Trust shall provide that, upon a Change in Control, (i) the Trust shall not be revoked or the principal thereof invaded, without the written consent of Indemnitee; (ii) the trustee of the Trust shall advance, within two business days of a request by Indemnitee, any and all Expenses to Indemnitee (and Indemnitee hereby agrees to reimburse the Trust under the circumstances in which Indemnitee would be required to reimburse the Corporation for Expense Advances under Section 2(b) of this Agreement); (iii) the Trust shall continue to be funded by

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the Corporation in accordance with the funding obligation set forth above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all amounts for which Indemnitee shall be entitled to indemnification pursuant to this Agreement or otherwise; and (v) all unexpended funds in that Trust shall revert to the Corporation upon a final determination by the Reviewing Party or a court of competent jurisdiction or arbitral tribunal, as the case may be, that Indemnitee has been fully indemnified under the terms of this Agreement. The trustee of the Trust shall be chosen by Indemnitee. Nothing in this Section 4 shall relieve the Corporation of any of its obligations under this Agreement.

5. Indemnification for Additional Expenses. The Corporation shall indemnify Indemnitee against any and all costs and expenses (including attorneys’ and expert witnesses’ fees) and, if requested by Indemnitee, shall (within two business days of that request) advance those costs and expenses to Indemnitee, that are incurred by Indemnitee in connection with any claim asserted against or action brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Corporation under this Agreement or any other agreement or provision of the Corporation’s Certificate of Incorporation or By-laws now or hereafter in effect relating to Claims for Indemnifiable Events or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Corporation, regardless of whether Indemnitee ultimately is determined to be entitled to that indemnification, advance expense payment, or insurance recovery, as the case may be.

6. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Corporation for some or a portion of the Expenses, judgments, fines, penalties, and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

7. Contribution.

(a) Contribution Payment. To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, then in the event Indemnitee was, is, or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the amount of any and all Expenses, judgments, fines, or penalties assessed against or incurred or paid by Indemnitee on account of that Claim and any and all amounts paid in settlement of that Claim (including all interest, assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, or amounts paid in settlement) for which such indemnification is not permitted (“Contribution Amounts”), in such proportion as is appropriate to reflect the relative fault with respect to the Indemnifiable Event giving rise to the Contribution Amounts of Indemnitee, on the one hand, and of the Corporation and any and all other parties

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(including officers and directors of the Corporation other than Indemnitee) who may be at fault with respect to such Indemnifiable Event (collectively, including the Corporation, the “Third Parties”) on the other hand.

(b) Relative Fault. The relative fault of the Third Parties and the Indemnitee shall be determined (i) by reference to the relative fault of Indemnitee as determined by the court or other governmental agency assessing the Contribution Damages or (ii) to the extent such court or other governmental agency does not apportion relative fault, by the Reviewing Party (which shall include Special Counsel) after giving effect to, among other things, the relative intent, knowledge, access to information, and opportunity to prevent or correct the applicable Indemnifiable Event and other relevant equitable considerations of each party. The Corporation and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does take account of the equitable considerations referred to in this Section 7(b).

8. Burden of Proof. In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under any provision of this Agreement or to receive contribution pursuant to Section 7 of this Agreement, the burden of proof shall be on the Corporation to establish that Indemnitee is not so entitled.

9. No Presumption. For purposes of this Agreement, the termination of any claim, action, suit, or proceeding, by judgment, order, settlement (whether with or without court approval), or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

10. Action of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent, or employee of the Corporation shall not be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

11. Indemnitee’s Individual Capacity. The Corporation acknowledges that the Indemnitee is undertaking to act as a director, member of a committee of the Board of Directors, officer, employee, trustee, agent, or fiduciary of the Corporation at the request of the Corporation and solely in the Indemnitee’s individual capacity and not in any capacity as a director, officer, member, partner, employee, trustee, or other representative of any other corporation, partnership, association, business trust, trust, or similar organization or entity. The Corporation covenants and agrees to indemnify any such organization or entity from and against any and all Claims, judgments, fines, or penalties assessed against or incurred or paid by such organization or entity and any and all amounts paid in settlement (including all interest, attorneys’ and expert witnesses’ fees, and other charges paid or payable in connection with such Claims, judgments, fines, penalties, or amounts paid in settlement) with respect to any action or inaction taken in the course of the Indemnitee’s duties as a director, member of a committee of the Board of Directors, officer, employee, trustee, agent, or fiduciary of the Corporation, or at the request of the Corporation as a director, member of a committee of the Board of Directors, officer, employee,

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trustee, agent, or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise.

12. Non-exclusivity. The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Corporation’s By-laws or Certificate of Incorporation or the Delaware General Corporation Law or otherwise. To the extent that a change in the Delaware General Corporation Law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under the Corporation’s By-laws or Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by that change.

13. Liability Insurance. Except as otherwise agreed to by the Corporation and Indemnitee in a written agreement, to the extent the Corporation maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall be covered by that policy or those policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Corporation director or officer.

14. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Corporation or any affiliate of the Corporation against Indemnitee or Indemnitee’s spouse, heirs, executors, or personal or legal representatives after the expiration of five years from the date of accrual of that cause of action, and any claim or cause of action of the Corporation or its affiliate shall be extinguished and deemed released unless asserted by the timely filing of a legal action within that five-year period; provided, however, that, if any shorter period of limitations is otherwise applicable to any such cause of action, the shorter period shall govern.

15. Amendments. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall that waiver constitute a continuing waiver.

16. Subrogation. In the event of payment under this Agreement, the Corporation shall, subject to the conflicting rights of an insurer pursuant to any policy contemplated by Section 13 hereof, be subrogated to the extent of that payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure those rights, including the execution of the documents necessary to enable the Corporation effectively to bring suit to enforce those rights.

17. No Duplication of Payments. The Corporation shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy for which the premiums are paid by the Corporation, provision of the Corporation’s Certificate of Incorporation or By-laws, or otherwise) of the amounts otherwise indemnifiable hereunder.

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18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business or assets of the Corporation), spouses, heirs, and personal and legal representatives. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a as a director, member of a committee of the Board of Directors, officer, employee, trustee, agent, or fiduciary of the Corporation, or at the request of the Corporation as a director, member of a committee of the Board of Directors, officer, employee, trustee, agent, or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise.

19. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws effective during the term hereof, that provision shall be fully severable; this Agreement shall be construed and enforced as if that illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of that illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to the illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

20. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in that state without giving effect to the principles of conflicts of laws.

21. Dispute Resolution. Any and all claims, counterclaims, demands, causes of action, disputes, controversies, and other matters in question arising out of or relating to this Agreement, or the alleged breach hereof, or in any way relating to the subject matter of this Agreement or the relationship between the parties created by this Agreement (hereinafter referred to as a “Dispute”) shall, at the election of the Indemnitee, be finally resolved by either (A) binding arbitration administered by the American Arbitration Association (“AAA”) under the AAA Commercial Arbitration Rules and Expedited Procedures (the “Rules”) then in force, to the extent the Rules are not inconsistent with the provisions of this Agreement, or (B) litigation in any U.S. or state court in the States of Delaware or Texas having subject matter jurisdiction thereof and in which venue is proper (with such venue being at the election of the Indemnitee). The Corporation hereby consents to service of process (which shall be deemed given if in writing upon actual receipt (by any means) by the Corporation) and to appear in any such proceeding. Once the Indemnitee has made such an election, the Dispute must be resolved pursuant to the chosen dispute resolution procedure.

(a) Arbitration. In the event of an arbitration, the arbitral tribunal shall be composed of a single arbitrator (the “Arbitrator”) selected in accordance with the Rules. The seat of the arbitration shall be Dallas, Texas.

(i) Arbitration Awards. The Arbitrator’s award shall be entitled to all of the protections and benefits of a final judgment as to any Dispute, including compulsory

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counterclaims, that were or could have been presented to the tribunal, and shall be final and binding on the parties and non-appealable to the maximum extent permitted by law.

(ii) Confidentiality. Except to the extent necessary for proceedings relating to enforcement of this Agreement, any award made or granted pursuant hereto or other related rights of the parties hereunder, the fact of any arbitration hereunder, the arbitration proceeding itself, all evidence, memorials or other documents exchanged or used in such arbitration and the arbitrators’ award shall be maintained in confidence by the parties hereto to the fullest extent permitted by applicable law. However, a violation of this paragraph (ii) shall not affect the enforceability of this Agreement to arbitrate or any Arbitrator’s award.

(b) Costs of Arbitration or Court Proceedings. Without limiting the Indemnitee’s other rights under Section 5 or elsewhere herein, the costs of arbitration or court proceedings pursuant to this Section 21, including the parties’ reasonable attorneys’ fees, shall be paid by the Corporation.

(c) Special, Consequential, Exemplary, and Punitive Damages Authorized. The arbitrator or court, as applicable, in any proceeding pursuant to this Section 21 is hereby authorized to award special, consequential, exemplary, and/or punitive damages in favor of the Indemnitee in such amounts as the arbitrator or court shall determine to be warranted.

22. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

23. Notices. Whenever this Agreement requires or permits notice to be given by one party to the other, such notice must be in writing to be effective and shall be deemed delivered and received by the party to whom it is sent upon actual receipt (by any means) of such notice. Receipt of a notice by any officer of the Corporation (other than Indemnitee) shall be deemed receipt of such notice by the Corporation.

24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but in making proof hereof it shall not be necessary to produce or account for more than one such counterpart.

[Signature Page Follows]

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EXECUTED as of the date first written above.

THE CORPORATION:

CONCENTRA INC.

By:

INDEMNITEE:

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EXHIBIT C

DEFINITION OF “CHANGE IN CONTROL”

As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following events:

(A) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of either (x) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), such that Welsh, Carson, Anderson & Stowe VIII, L.P., ceases to own, in the aggregate, more than 50% of the Outstanding Company Common Stock or of the Outstanding Company Voting Securities; provided, however, that for purposes of this Subparagraph (A), the following acquisitions shall not constitute a Change of Control: (1) any acquisition of Company Common Stock or other Company voting securities directly from the Company as part of or in connection with a transaction which complies with clauses (1) and (2) of Subparagraph (C) below; (2) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (3) any acquisition by any corporation pursuant to a transaction which complies with clauses (1) and (2) of Subparagraph (C) below; or

(B) Individuals who, as of the date of the Plan, constitute the Board of Directors cease for any reason to constitute at least a majority of the Incumbent Board (as hereinafter defined); or

(C) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination: (1) Welsh, Carson, Anderson & Stowe VIII, L.P., beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); and (2) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(D) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

As used in this Agreement, “Incumbent Board” means the individuals who constitute the Board of Directors on the date hereof and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board of

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Directors or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board.

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EX-10.2

Exhibit 10.2

CONCENTRA INC.

2005 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

FOR NON-EXECUTIVE CHAIRMAN

Section 1. Purpose. The purpose of the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”) is to promote the interests of Concentra Inc., a Delaware corporation (the “Company”), and any Subsidiary thereof and the interests of the Company’s stockholders by providing an opportunity to the Non-Executive Chairman to purchase Common Stock of the Company, thereby enhancing the Company’s ability to attract, retain, motivate and encourage the Non-Executive Chairman to devote his best efforts to the business and financial success of the Company. It is intended that this purpose will be effected by awards of Options, Restricted Stock, and/or Unrestricted Stock.

Section 2. Definitions. For purposes of the Plan, the following terms used herein have the following meanings, unless a different meaning is clearly required by the context:

2.1 “Administrator” means the Board of Directors or any Committees that shall be administering the Plan in accordance with Section 4 hereof.

2.2 “Applicable Laws” means the legal requirements relating to the administration of stock option plans under state corporate laws, federal and state securities laws and the Code.

2.3 “Award” means any award of an Option or Stock under the Plan.

2.4 “Board of Directors” means the Board of Directors of the Company.

2.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.6 “Committee” means any committee appointed by the Board of Directors in accordance with Section 4 of the Plan.

2.7 “Common Stock” means the Common Stock, $.01 par value, of the Company.

2.8 “Chairman’s Agreement” means that certain Chairman’s Agreement, dated as of November 28, 2005, between the Company and Norman C. Payson, M.D.

2.9 “Designated Beneficiary” means the beneficiary designated by a Participant, in a manner determined by the Administrator, to receive amounts due or exercise rights of the Participant in the event of the Participant’s death. In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s estate.

2.10 “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(a) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the

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closing bid, if no sales were reported) as quoted on such system or exchange (or the exchange with the greatest volume of trading in Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable;

(b) If the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the average between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable; or

(c) In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator.

2.11 “Non-Executive Chairman” means the non-executive Chairman of the Board of Directors, Norman C. Payson, M.D.

2.12 “Option” means a right, granted to a Participant under Section 6, to purchase Common Stock at a specified price during specified time periods. Options are not intended to meet the requirements of Section 422 of the Code.

2.13 “Participant” means the Non-Executive Chairman to whom an Award is granted under the Plan.

2.14 “Restricted Period” means the period of time selected by the Administrator during which shares subject to an Award of Restricted Stock may be repurchased by or forfeited to the Company.

2.15 “Reporting Person” means a Participant that is subject to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2.16 “Restricted Stock” means shares of Common Stock awarded to a Participant under Section 7 subject to restrictions under the Plan.

2.17 “Stock” means shares of Restricted Stock or Unrestricted Stock.

2.18 “Subsidiary” of the Company means any corporation or other entity (i) of which a majority of the voting securities is owned, directly or indirectly, by the Company, or (ii) with which the Company, or any corporation or other entity of which a majority of the voting securities is owned, directly or indirectly, by the Company, has entered into any management, operating, or similar agreement to manage or operate any portion of such other corporation’s or entity’s business, operations, or assets.

2.19 “Unrestricted Stock” means shares of Common Stock awarded to a Participant under Section 7 free of any restrictions under the Plan.

Section 3. Common Stock Subject to the Plan.

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3.1 Number of Shares. The total number of shares of Common Stock for which Awards may be granted under the Plan shall not exceed in the aggregate 2,811,000 shares of Common Stock (subject to adjustment as provided in Section 3.3 hereof). The Company, during the term of this Plan, will at all times reserve and keep available such number of shares of Common Stock as shall be sufficient to satisfy the requirements of the Plan.

3.2 Source of Shares. The shares of Common Stock that may be subject to Awards under the Plan may be either authorized and unissued shares or shares reacquired at any time and now or hereafter held as treasury stock as the Administrator may determine. In the event that any outstanding Option expires, is terminated, forfeited or becomes unexercisable for any reason without having been exercised in full, or if any shares of Common Stock issued or sold pursuant to an Award of Stock or the exercise of an Option shall have been repurchased by the Company, then such shares shall not again be available for future grant or award under the Plan.

3.3 Stock Dividends, Etc. In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to Awards under the Plan in order to prevent enlargement or dilution of rights hereunder, including, if applicable, adjustments to the (a) number and kind of shares of Common Stock or other securities, cash, or property subject to Awards or that may be delivered hereunder and/or (b) exercise price of Awards.

Section 4. Administration of the Plan.

4.1 Procedure.

(a) Rule 16b-3. To the extent that the Administrator determines it to be desirable to qualify transactions hereunder as exempt under Rule 16b-3 of the Exchange Act, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(b) Other Administration. Other than as provided above, the Plan shall be administered by (i) the Board of Directors or (ii) a Committee, which committee shall be constituted to satisfy Applicable Laws.

4.2 Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific powers delegated by the Board of Directors to such Committee, the Administrator shall have the authority, in its discretion:

(a) to determine the Fair Market Value of the Common Stock, in accordance with Section 2.10 of the Plan;

(b) to determine whether and to what extent awards of Options and Stock, or any combination thereof, are granted hereunder;

(c) to determine the number of shares of Common Stock to be covered by each Award made hereunder;

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(d) to make determinations in accordance with Section 3.3;

(e) to determine the amount (not less than par value per share) and the form of the consideration that may be used to purchase shares of Common Stock pursuant to any Award of Stock or upon exercise of any Option (including, without limitation, the circumstances under which issued and outstanding shares of Common Stock owned by a Participant may be used by the Participant to exercise an Option);

(f) to approve forms of agreements for use under the Plan;

(g) to determine the terms and conditions, not inconsistent with the terms of the Plan or the Chairman’s Agreement, of any Award granted hereunder, including without limitation, the exercise price, the time or times when Options may be exercised (which may be based on performance criteria), any vesting, acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any Award or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(h) to construe and interpret the terms of the Plan;

(i) to prescribe, amend and rescind rules and regulations relating to the Plan;

(j) to modify or amend the terms of any Award;

(k) to accelerate vesting periods with respect to outstanding Options and the end of Restricted Periods with respect to Stock Awards;

(l) to authorize any person to execute on behalf of the Company any instrument required to effect any Award granted by the Administrator; and

(m) to exercise all other powers granted to the Administrator under the Plan and make all other determinations deemed necessary or advisable for administering the Plan.

4.3 Effect of Administrator’s Decision. To the extent not inconsistent with the terms of the Chairman’s Agreement, the Administrator’s decisions, determinations and interpretations shall be final and binding on the Participant and any other holders of Options or Stock awarded under the Plan.

4.4 Expenses, Etc. All expenses and liabilities incurred by the Administrator in the administration of the Plan shall be borne by the Company. The Administrator may employ attorneys, consultants, accountants or other persons in connection with the administration of the Plan. The Company, and its officers and directors, shall be entitled to rely upon the advice, opinions or valuations of any such persons. No member of the Administrator shall be liable for any action, determination or interpretation taken or made in good faith with respect to the Plan or any Award granted thereunder.

Section 5. Eligibility. Awards may be granted to the Non-Executive Chairman. No person other than the Non-Executive Chairman shall have any right to participate in the Plan.

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Section 6. Options.

6.1 Award. Subject to the provisions of the Plan, the Administrator may award Options, and determine the number of shares to be covered by each Option, the option price therefor and the conditions and limitations applicable to the exercise of the Option.

6.2 Exercise Price. The Administrator shall establish the exercise price of each Option at the time such Option is awarded. Such price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant.

6.3 Vesting. Each Option shall be exercisable at such times and subject to such terms and conditions as the Administrator may specify in the applicable Option agreement or thereafter. The Administrator may impose such conditions with respect to the exercise of Options, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

6.4 Payment. Options granted under the Plan may provide for the payment of the exercise price by delivery of cash or check in an amount equal to the exercise price of such Options or, to the extent permitted by the Administrator at or after the award of the Option, by (a) delivery of shares of Common Stock owned by the optionee and held for a period greater than six months, valued at their Fair Market Value on the date of such option exercise, (b) delivery of an irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price or delivery of irrevocable instructions to a broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price, (c) payment of such other lawful consideration as the Administrator may determine, or (d) any combination of the foregoing.

6.5 Transferability. Except as otherwise specifically approved by the Administrator, each Option granted under the Plan shall provide that neither it nor any interest therein may be transferred, assigned, pledged or hypothecated, by the optionee or by operation of law otherwise than by will, the laws of descent and distribution or a “domestic relations order” (as defined in the Code), and shall be exercised during the lifetime of the optionee only by the optionee or a transferee pursuant to such a “domestic relations order”. No Option or interest therein may be or be made subject to execution, attachment or similar process.

Section 7. Restricted And Unrestricted Stock.

7.1 General. The Board of Directors may grant Awards entitling recipients to acquire or be awarded shares of Common Stock, subject to the right of the Company to repurchase all or part of such shares at their purchase price (or to require forfeiture of such shares if awarded at no cost) from the recipient in the event that conditions specified by the Administrator in the applicable Award are not satisfied prior to the end of the applicable Restricted Period or Restricted Periods established by the Administrator for such Award. Conditions for repurchase (or forfeiture) may be based on continuing service and/or achievement of pre-established performance or other goals and objectives.

7.2 Restricted Stock. Shares of Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Administrator, during

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the applicable Restricted Period. Shares of Restricted Stock shall be evidenced in such manner as the Board of Directors may determine. Any certificates issued in respect of shares of Restricted Stock shall be registered in the name of the Participant and, unless otherwise determined by the Board of Directors, deposited by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the Restricted Period, the Company (or such designee) shall deliver such certificates to the Participant or, if the Participant has died, to the Participant’s Designated Beneficiary.

7.3 Unrestricted Stock. The Administrator may, in its sole discretion, grant (or sell at a purchase price determined by the Board of Directors, which shall not be lower than 100% of Fair Market Value on the date of sale) Unrestricted Stock to the Participant.

7.4 Payment. The purchase price for each share of Restricted Stock and Unrestricted Stock to be sold shall be determined by the Administrator and may not be less than the par value of the Common Stock. Such purchase price may be paid in the form of past services or such other lawful consideration as is determined by the Board of Directors.

7.5 Certificates. Stock certificates representing shares of Restricted Stock or Unrestricted Stock shall bear a legend referring to any restrictions imposed thereon and such other matters as the Administrator may determine.

7.6 Acceleration. The Administrator may at any time accelerate the expiration of the Restricted Period applicable to all, or any particular, outstanding shares of Restricted Stock.

Section 8. General Provisions Applicable to Awards.

8.1 Applicability of Rule 16b 3. Those provisions of the Plan which make an express reference to Rule 16b-3 shall apply to the Company only at such time as the Company’s Common Stock is registered under the Exchange Act, or any successor provision, and then only with respect to Reporting Persons.

8.2 Documentation. Each Award under the Plan shall be evidenced by an instrument delivered to the Participant specifying the terms and conditions thereof and containing such other terms and conditions not inconsistent with the provisions of the Plan and the Chairman’s Agreement as the Administrator considers necessary or advisable. Such instruments may be in the form of agreements to be executed by both the Company and the Participant, or certificates, letters, or similar documents, acceptance of which will evidence agreement to the terms thereof and of this Plan. In the event of any inconsistency between this Plan, any such Award agreement, and/or the Chairman’s Agreement, the terms of the Chairman’s Agreement shall govern.

8.3 Administrator Discretion. Each type of Award may be made alone, in addition to or in relation to any other type of Award. The terms of each type of Award need not be identical.

8.4 Termination of Status. The agreement evidencing each Award shall address the effect of the disability, death, or other termination of services or other status of a Participant and the extent to which, and the period during which, the Participant’s legal representative, guardian or Designated Beneficiary may exercise rights under such Award.

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8.5 Equitable Adjustment. In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to Participants’ Awards in order to prevent enlargement or dilution of Participants’ rights thereunder, including, if applicable, adjustments to the (a) number and kind of shares of Common Stock or other securities, cash, or property subject to the Award or that may be delivered thereunder and/or (b) exercise price of the Award.

8.6 Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, it will terminate immediately prior to the consummation of such proposed action. The Board of Directors may, in the exercise of its sole discretion in such instances, declare that any Award shall terminate as of a date fixed by the Board of Directors and give each Participant the right to exercise his or her Option as to all or any of the shares subject thereto, including shares as to which the Option would not otherwise be exercisable, or may accelerate the termination of the Restricted Period of any Stock Award.

8.7 Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including substituting therefor another Award of the same or a different type and changing the date of exercise or realization; provided, that the Participant’s consent to such action shall be required.

8.8 Conditions on Delivery of Common Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan (a) until all conditions of the Award have been satisfied or removed; (b) until, in the opinion of the Company’s counsel, all applicable federal and state laws and regulations have been complied with; (c) if the outstanding Common Stock is at the time listed on any stock exchange or admitted for trading on an automatic quotation system, until the shares to be delivered have been listed or authorized to be listed or quoted on such exchange or quotation system upon official notice of notice of issuance; and (d) until all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company’s counsel. If the sale of Common Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as the Company may consider appropriate to avoid violation of such act and may require that the certificates evidencing such Common Stock bear an appropriate legend restricting transfer.

Section 9. Miscellaneous

9.1 No Right to Continue as Non-Executive Chairman. The grant of an Award shall not be construed as giving the Participant the right to provide continued service to the Company.

9.2 No Rights As Stockholder. Subject to the provisions of the applicable Award, neither the Participant nor any Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed under the Plan until he or she becomes the record holder thereof.

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9.3 Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.

9.4 Effective Date and Term.

(a) Effective Date. The Plan shall become effective on November 28, 2005, the date of its adoption by the Board of Directors. Amendments to the Plan shall become effective when adopted by the Board of Directors. Awards may be made under the Plan at any time on or after the effective date and before the date fixed for termination of the Plan.

(b) Termination. The Plan shall terminate upon the earlier of (i) the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board of Directors, or (ii) by action of the Board of Directors. No Award may be granted hereunder after termination of the Plan. The termination or amendment of the Plan shall not alter or impair any rights or obligations under theretofore granted under the Plan.

9.5 Amendment of Plan. The Board of Directors may amend, suspend or terminate the Plan or any portion thereof at any time; provided, that, in accordance with Section 8.7, the Participant’s consent to any such action with respect to its effect on any outstanding Award shall be required.

9.6 Governing Law. The provisions of the Plan shall be governed by and interpreted in accordance with the laws of the State of Delaware.

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EX-10.3

Exhibit 10.3

CONCENTRA INC.

TEN YEAR OPTION AWARD AGREEMENT

November 28, 2005

Optionee: Norman C. Payson, M.D.

This Ten Year Option Award Agreement (the “Agreement”) is entered into as of the 28th day of November, 2005, between Concentra Inc., a Delaware corporation (the “Company”), and you for the purpose of evidencing an award to you of options (“Options”) pursuant to the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”).

This Agreement and the Options granted herein are not binding on the Company until you sign this document and return it to the Company’s Legal Department.

1. Grant of Options. Pursuant to the Plan and Section 1(a) of Exhibit A to the Chairman’s Agreement entered into as of November 28, 2005, between the Company and you (the “Chairman’s Agreement”), the Board of Directors of the Company has granted to you on this date Options to purchase the number of shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”), set forth below. Such shares (as the same may be adjusted as described in Section 12 hereof) are herein referred to as the “Option Shares.” The Options shall constitute and be treated at all times by you and the Company as “non-qualified stock options” for federal income tax purposes and shall not constitute and shall not be treated as “incentive stock options” as defined under section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). The terms and conditions of the Options are set out below.

Options: 603,205 shares Grant No.: NEC4

2. Date of Grant; Termination of Options.

(a) The Options are granted to you as of November 28, 2005 (the “Date of Grant”).

(b) Your right to exercise the Options (and to purchase the Option Shares) shall expire and terminate in all events ten years from the Date of Grant.

3. Option Price. The purchase price to be paid upon the exercise of the Options is $18.00 per share, the fair market value of a share of Common Stock (as determined by the Board of Directors of the Company) on the Date of Grant (subject to adjustment as provided in Section 12 hereof).

4. Vesting Provisions. Except as otherwise provided in Section 5 hereof, on each of the following dates on which you shall continue to serve as the Non-Executive Chairman pursuant to the terms of the Chairman’s Agreement, the Options will vest and will be exercisable with respect to the percentage of the Option Shares related to the Options indicated as follows (rounded to the nearest whole share):

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Exercisable On and After:	Percentage of Option Shares related to Options as to which such Options may be exercised:
February 28, 2006	8.33%
May 28, 2006	An additional 8.33%
August 28, 2006	An additional 8.33%
November 28, 2006	An additional 8.33%
February 28, 2007	An additional 8.33%
May 28, 2007	An additional 8.33%
August 28, 2007	An additional 8.33%
November 28, 2007	An additional 8.33%
February 28, 2008	An additional 8.33%
May 28, 2008	An additional 8.33%
August 28, 2008	An additional 8.33%
November 28, 2008	The remaining Option Shares

In accordance with the preceding schedule, or, if accelerated under Section 5, as so accelerated, you shall become entitled to exercise the Options and to purchase any related Option Shares, from time to time, in whole or in part, until the Options expire and terminate pursuant to Section 2 hereof.

5. Acceleration of Vesting Upon Certain Other Events.

(a) Accelerated Vesting Upon Certain Transactions. The Options shall become immediately and fully vested and you will be entitled to purchase 100% of the Option Shares upon the occurrence, during the term of the Chairman’s Agreement, of (i) a Change in Control (as defined below), (ii) an Initial Public Offering (as defined below), or (iii) the sale by the Company of all or substantially all of one or more of its operating divisions representing in the aggregate 25% or more of the Company’s Consolidated EBITDA (as such term is defined by the Company in announcing publicly its results of operations).

“Change in Control” shall mean the occurrence of any of the following events:

(i) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of either (x) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), such that Welsh, Carson, Anderson & Stowe VIII, L.P., ceases to own, in the aggregate, more than 50% of the Outstanding Company Common Stock or of the Outstanding Company Voting Securities; provided, however, that for purposes of this Subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition of Company Common Stock or other Company voting securities directly from the Company as part of or in connection with a transaction which complies with clauses

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(A) and (B) of subparagraph (iii) below; (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (C) any acquisition by any corporation pursuant to a transaction which complies with clauses (A) and (B) of Subparagraph (iii) below; or

(ii) Individuals who, as of the Date of the Grant, constitute the Board of Directors cease for any reason to constitute at least a majority of the Incumbent Board (as hereinafter defined); or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination: (A) Welsh, Carson, Anderson & Stowe VIII, L.P., beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); and (B) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

“Incumbent Board” means the individuals who constitute the Board of Directors on the Date of Grant and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board.

“Initial Public Offering” shall mean an underwritten public offering of the Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

(b) Accelerated Vesting Upon Certain Terminations of Chairman’s Agreement. The Options shall become immediately and fully vested and you will be entitled to purchase 100% of the Option Shares in the event of the termination of the Chairman’s Agreement pursuant to (i) Section 6(a) of the Chairman’s Agreement upon your death, (ii) Section 6(b) of the Chairman’s Agreement as a result of your becoming Disabled (as defined below), (iii) Section 6(c) of the Chairman’s Agreement by the Company without Cause, or (iv) Section 6(d) of the Chairman’s Agreement by you for Good Reason (as defined below). In the

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event the Chairman’s Agreement is terminated by the Company for Cause (as defined below) pursuant to Section 6(c) of the Chairman’s Agreement or you terminate the Chairman’s Agreement without Good Reason pursuant to Section 6(e) of the Chairman’s Agreement the unvested portion of your Options will be forfeited to the Company, however, the vested portion of your Options shall remain exercisable for the period set forth in Section 2(b) hereof.

“Disabled” means your inability, with reasonable accommodation, to perform the essential functions of your duties and responsibilities under the Chairman’s Agreement due to physical or mental illness or injury, or your otherwise becoming disabled within the meaning of section 22(e)(3) of the Code, in either case, for 180 consecutive calendar days and within 30 days after written notice of termination is given (which may occur before or after the end of such 180 day period) you shall not have returned to the performance of your material duties and responsibilities under the Chairman’s Agreement, which results in the termination of the Chairman’s Agreement by you or by the Company.

“Good Reason” means the occurrence of any one or more of the following events:

(i) a material adverse change or diminution in the nature or scope of your authorities, status, powers, functions, duties, or responsibilities from those set forth in Section 2 of the Chairman’s Agreement;

(ii) any removal by the Company of you from, or any failure to appoint or reelect you to, the position indicated in Section 1 of the Chairman’s Agreement except in connection with the Company’s termination of the Chairman’s Agreement for Cause (as defined below) or Disability;

(iii) a failure by the Company to comply with any other material term or provision of the Chairman’s Agreement or of any other written agreement between you and the Company;

(iv) delivery by the Company of notice of non-renewal pursuant to Section 1 of the Chairman’s Agreement; or

(v) the occurrence of a Change in Control.

“Cause” means the occurrence of any one or more of the following events:

(i) your willful or intentional failure to perform your material duties and responsibilities under the Chairman’s Agreement (other than any such failure resulting from your incapacity due to physical or mental illness or any such failure after the issuance of a Notice of Termination for Good Reason (as defined in the Chairman’s Agreement) by you);

(ii) your commission of an act of dishonesty or fraud of a material nature in connection with the performance of your duties under the Chairman’s Agreement, or your willful or intentional misconduct of a material nature in connection with the performance of your duties under the Chairman’s Agreement; or

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(iii) your conviction of, or entering of a plea of nolo contendere with respect to, a felony.

(c) Modification of Vesting Schedule Upon Exercise of Purchase Option. In the event you exercise the Purchase Option (as defined in Section 2(b) of the Chairman’s Agreement), the vesting schedule set forth in Section 4 hereof shall be modified, retroactively to the Date of Grant to the extent applicable, to read as follows:

Exercisable On and After:	Percentage of Option Shares related to Options as to which such Options may be exercised:
February 28, 2006	12.5%
May 28, 2006	An additional 12.5%
August 28, 2006	An additional 12.5%
November 28, 2006	An additional 12.5%
February 28, 2007	An additional 12.5%
May 28, 2007	An additional 12.5%
August 28, 2007	An additional 12.5%
November 28, 2007	The remaining Option Shares

(d) Other Accelerations. The Board of Directors of the Company or the Administrator of the Plan, in its sole discretion, may at any time accelerate the times set forth in Sections 4 and 5 hereof at which you may exercise any of the Options with respect to any Option Shares.

6. Exercise of Option. To exercise an Option, you must deliver a completed copy of the attached Option Exercise Form to the address indicated on the Form, specifying the number of Option Shares being purchased as a result of such exercise, together with payment in full of the exercise price for all the Option Shares being purchased. Payment of the option price may be made, at your election, (i) in cash or by check, (ii) by delivery to the Company of a number of unencumbered shares of Common Stock having a fair market value as of the date of exercise equal to the option price held by you for a period of at least six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, or (iii) by delivery of an irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price or delivery of irrevocable instructions to a broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price. In addition, upon the exercise of an Option, you will have the right to sell to the Company a number of unencumbered shares of Common Stock held by you for a period exceeding six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, and having a fair market value equal to the amount of income and other taxes payable by you in connection with such exercise.

7. Transferability of Option. The Options may not be transferred by you (other than by will or the laws of descent and distribution) other than to a Designated Affiliate (as such term is defined in that certain Stockholders Agreement, dated as of August 17, 1999, among the

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Company and the stockholders named therein, as amended) and may be exercised during your lifetime only by you or such a Designated Affiliate.

8. Termination of Services.

(a) In the event that the Chairman’s Agreement is terminated for any reason whatsoever, then the Options may be exercised at any time up to the tenth anniversary of the Date of Grant but only to the same extent that the Options were vested (after taking into account the provisions of Section 5) and you were entitled to exercise the Options on the date the Chairman’s Agreement was so terminated and had not previously done so.

(b) Notwithstanding any provision contained in this Section 8 to the contrary, in no event may the Options be exercised to any extent by anyone after the tenth anniversary of the Date of Grant.

9. Stockholders Agreement. No Option Shares will be issued upon the exercise of any Option unless and until you have entered into the Stockholders Agreement, dated as of August 17, 1999, between the Company and certain of its stockholders, as amended (the “Stockholders Agreement”) (or unless and until you have joined the Stockholders Agreement through an amendment thereto), with respect to the Option Shares issuable upon such exercise.

10. Transfer Restrictions on Option Shares. If requested in writing by the underwriters for the Initial Public Offering of securities of the Company, you may not sell publicly any Option Shares or any other shares of Common Stock then held by you, without the consent of such underwriters, for a period of not more than 180 days following the effective date of the registration statement relating to such Initial Public Offering.

11. Representations.

(a) You represent and warrant to the Company that, upon exercise of the Options, you will be acquiring the Option Shares for your own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and you understand that (i) neither the Options nor the Option Shares have been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and (ii) the Option Shares must be held indefinitely by you unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The stock certificates for any Option Shares issued to you will bear the following legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(b) You further represent and warrant that you understand the federal, state, and local income tax consequences of the granting of the Options to you, the acquisition of rights

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to exercise the Options with respect to any Option Shares, the exercise of the Options and purchase of Option Shares, and the subsequent sale or other disposition of any Option Shares.

12. Equitable Adjustment.

(a) In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to the Options in order to prevent enlargement or dilution of your rights hereunder, including, if applicable, adjustments to the (a) number and kind of shares of Common Stock or other securities, cash, or property subject hereto or that may be delivered hereunder and/or (b) exercise price of the Options.

(b) No fractional shares will be issued or issuable pursuant to any adjustment under this Section 12.

13. Continuation of Services. Neither the Plan nor the Options shall confer upon you any right to continue as Non-Executive Chairman, and such relationship shall be governed by the terms of the Chairman’s Agreement.

14. Plan Document. This Agreement is qualified in its entirety by reference to the provisions of the Plan and the Chairman’s Agreement, which are incorporated herein by reference. In the event of any inconsistency between the Plan, this Agreement, and/or the Chairman’s Agreement, the terms of the Chairman’s Agreement shall govern.

15. General Provisions.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(b) This Agreement, the Plan and the Chairman’s Agreement contain the entire agreement between the Company and you relating to the Options and the other matters set forth herein. Except as expressly provided in this Agreement or the Plan with respect to certain actions permitted to be taken by the Board of Directors of the Company or the Administrator of the Plan with respect to this Agreement and the terms of the Options, this Agreement may not be amended, modified, changed, or waived other than by written instrument signed by the parties hereto.

(c) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(d) The definitions of Change in Control, Initial Public Offering, Incumbent Board, Disabled, Good Reason, Cause, Purchase Option, and any other terms or provisions of this Agreement that are explicitly set forth in the Chairman’s Agreement shall be construed in accordance with the Chairman’s Agreement and such events shall only occur for purposes of this Agreement only to the extent they occur pursuant to the Chairman’s Agreement.

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16. Noncompetition. In consideration of the foregoing Option grant, you agree to be subject to the noncompetition provisions of Section 2(b) of the Chairman’s Agreement.

17. Confidentiality. In consideration of the foregoing Option grant, you agree to be subject to the confidentiality provisions of Section 2(c) of the Chairman’s Agreement.

Please acknowledge receipt of this Agreement by signing both copies of this Agreement in the space provided below and returning them promptly to the Company’s Legal Department.

CONCENTRA INC.
By:	/s/    Richard A. Parr II
	Richard A. Parr II
	Executive Vice President

Accepted and Agreed to as of

the date first above written:

/s/ Norman C. Payson, M.D.

Norman C. Payson, M.D.

8

Concentra Inc.

2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman

Option Exercise Form

I, Norman C. Payson, M.D., a Participant under the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”), do hereby exercise the right to purchase                      shares of Common Stock, par value $.01 per share, of Concentra Inc. pursuant to the Ten Year Option Award Agreement entered into on November 28, 2005, and granted under the Plan, Grant No.             . Enclosed herewith is (indicate one):

¨ Cash or a check in the amount of $            , an amount equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form.

OR

¨ A certificate or certificates representing unencumbered shares of Common Stock of the Company which have been held by me for a period of at least six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, together with stock powers and other documentation requested by the Company, for a number of shares of Common Stock having a fair market value as of the date hereof equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form.

OR

¨ An irrevocable undertaking by a broker to deliver promptly to the Company funds equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form or irrevocable instructions to a broker to deliver promptly to the Company cash or a check equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form.

Date:
	Signature

Send a completed copy of this Option Exercise Form to:

Concentra Inc.

5080 Spectrum Drive, Suite 1200 West Tower

Addison, Texas 75001

Attention: Legal Department – Option Notice

9

EX-10.4

Exhibit 10.4

CONCENTRA INC.

SIX MONTH OPTION AWARD AGREEMENT

November 28, 2005

Optionee: Norman C. Payson, M.D.

This Six Month Option Award Agreement (the “Agreement”) is entered into as of the 28th day of November, 2005, between Concentra Inc., a Delaware corporation (the “Company”), and you for the purpose of evidencing an award to you of options (“Options”) pursuant to the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”).

This Agreement and the Options granted herein are not binding on the Company until you sign this document and return it to the Company’s Legal Department.

1. Grant of Options. Pursuant to the Plan and Section 2(b) of Exhibit A to the Chairman’s Agreement entered into as of November 28, 2005, between the Company and you (the “Chairman’s Agreement”), the Board of Directors of the Company has granted to you on this date Options to purchase the number of shares of the Company’s Common Stock, par value $.01 per share (“Common Stock”), set forth below. Such shares (as the same may be adjusted as described in Section 11 hereof) are herein referred to as the “Option Shares.” The Options shall constitute and be treated at all times by you and the Company as “non-qualified stock options” for federal income tax purposes and shall not constitute and shall not be treated as “incentive stock options” as defined under section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”). The terms and conditions of the Options are set out below.

Options: 1,666,667 shares Grant No.: NEC2

2. Date of Grant; Termination of Options.

(a) The Options are granted to you as of November 28, 2005 (the “Date of Grant”).

(b) Your right to exercise the Options (and to purchase the Option Shares) shall expire and terminate in all events at the close of business on May 30, 2006.

3. Option Price. The purchase price to be paid upon the exercise of the Options is $18.00 per share, the fair market value of a share of Common Stock (as determined by the Board of Directors of the Company) on the Date of Grant (subject to adjustment as provided in Section 11 hereof).

4. Vesting Provisions. The Options shall be immediately and fully vested and you will be entitled to purchase 100% of the Option Shares as of the Date of Grant. Subject to Section 7 hereof, you shall be entitled to exercise the Options and to purchase any related Option Shares, from time to time, in whole or in part, until the Options expire and terminate pursuant to Section 2 hereof.

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5. Exercise of Option. To exercise an Option, you must deliver a completed copy of the attached Option Exercise Form to the address indicated on the Form, specifying the number of Option Shares being purchased as a result of such exercise, together with payment in full of the exercise price for all the Option Shares being purchased. Payment of the option price may be made, at your election, (i) in cash or by check, (ii) by delivery to the Company of a number of unencumbered shares of Common Stock held by you for a period of at least six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, having a fair market value (as hereinafter defined) as of the date of exercise equal to the option price, or (iii) by delivery of an irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price or delivery of irrevocable instructions to a broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price. In addition, upon the exercise of an Option, you will have the right to sell to the Company a number of unencumbered shares of Common Stock held by you for a period exceeding six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, and having a fair market value equal to the amount of income and other taxes payable by you in connection with such exercise.

6. Transferability of Option. The Options may not be transferred by you (other than by will or the laws of descent and distribution) other than to a Designated Affiliate (as such term is defined in that certain Stockholders Agreement, dated as of August 17, 1999, among the Company and the stockholders named therein, as amended) and may be exercised during your lifetime only by you or such a Designated Affiliate.

7. Termination of Services. In the event that the Chairman’s Agreement is terminated for any reason whatsoever, then all Options granted and unexercised hereunder as of the date of such termination shall immediately become null and void and shall not be exercisable for Option Shares thereafter.

8. Stockholders Agreement. No Option Shares will be issued upon the exercise of any Option unless and until you have entered into the Stockholders Agreement, dated as of August 17, 1999, between the Company and certain of its stockholders, as amended (or unless and until you have joined the Stockholders Agreement through an amendment thereto), with respect to the Option Shares issuable upon such exercise.

9. Transfer Restrictions on Option Shares. If requested in writing by the underwriters for the Initial Public Offering of securities of the Company, you may not sell publicly any Option Shares or any other shares of Common Stock then held by you, without the consent of such underwriters, for a period of not more than 180 days following the effective date of the registration statement relating to such Initial Public Offering.

10. Representations.

(a) You represent and warrant to the Company that, upon exercise of the Options, you will be acquiring the Option Shares for your own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and you understand that (i) neither the Options nor the Option Shares have been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from

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the registration requirements of the Securities Act, and (ii) the Option Shares must be held indefinitely by you unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The stock certificates for any Option Shares issued to you will bear the following legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(b) You further represent and warrant that you understand the federal, state, and local income tax consequences of the granting of the Options to you, the acquisition of rights to exercise the Options with respect to any Option Shares, the exercise of the Options and purchase of Option Shares, and the subsequent sale or other disposition of any Option Shares.

11. Equitable Adjustment.

(a) In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to the Options in order to prevent enlargement or dilution of your rights hereunder, including, if applicable, adjustments to the (a) number and kind of shares of Common Stock or other securities, cash, or property subject hereto or that may be delivered hereunder and/or (b) exercise price of the Options.

(b) No fractional shares will be issued or issuable pursuant to any adjustment under this Section 11.

12. Continuation of Services. Neither the Plan nor the Options shall confer upon you any right to continue as Non-Executive Chairman, and such relationship shall be governed by the terms of the Chairman’s Agreement.

13. Plan Documents. This Agreement is qualified in its entirety by reference to the provisions of the Plan and the Chairman’s Agreement, which are incorporated herein by reference. In the event of any inconsistency between the Plan, this Agreement, and/or the Chairman’s Agreement, the terms of the Chairman’s Agreement shall govern.

14. General Provisions.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(b) This Agreement, the Plan and the Chairman’s Agreement contain the entire agreement between the Company and you relating to the Options and the other matters set forth herein. Except as expressly provided in this Agreement or the Plan with respect to certain

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actions permitted to be taken by the Board of Directors of the Company or the Administrator of the Plan with respect to this Agreement and the terms of the Options, this Agreement may not be amended, modified, changed, or waived other than by written instrument signed by the parties hereto.

(c) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

15. Noncompetition. In consideration of the foregoing Option grant, you agree to be subject to the noncompetition provisions of Section 2(b) of the Chairman’s Agreement.

16. Confidentiality. In consideration of the foregoing Option grant, you agree to be subject to the confidentiality provisions of Section 2(c) of the Chairman’s Agreement.

Please acknowledge receipt of this Agreement by signing both copies of this Agreement in the space provided below and returning them promptly to the Company’s Legal Department.

CONCENTRA INC.
By:	/s/    Richard A. Parr II
	Richard A. Parr II
	Executive Vice President

Accepted and Agreed to as of

the date first above written:

/s/ Norman C. Payson, M.D.

Norman C. Payson, M.D.

4

Concentra Inc.

2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman

Option Exercise Form

I, Norman C. Payson, M.D., a Participant under the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”), do hereby exercise the right to purchase                      shares of Common Stock, par value $.01 per share, of Concentra Inc. pursuant to the Six Month Option Award Agreement entered into on November 28, 2005 and granted under the Plan, Grant No.             . Enclosed herewith is (indicate one):

¨ Cash or a check in the amount of $            , an amount equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form.

OR

¨ A certificate or certificates representing unencumbered shares of Common Stock of the Company which have been held by me for a period of at least six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, together with stock powers and other documentation requested by the Company, for a number of shares of Common Stock having a fair market value as of the date hereof equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form.

OR

¨ An irrevocable undertaking by a broker to deliver promptly to the Company funds equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form or irrevocable instructions to a broker to deliver promptly to the Company cash or a check equal to the total exercise price for the shares of Common Stock being purchased pursuant to this Option Exercise Form.

Date:
	Signature

Send a completed copy of this Option Exercise Form to:

Concentra Inc.

5080 Spectrum Drive, Suite 1200 West Tower

Addison, Texas 75001

Attention: Legal Department – Option Notice

5

EX-10.5

Exhibit 10.5

CONCENTRA INC.

RESTRICTED STOCK AWARD AGREEMENT

November 28, 2005

Recipient: Norman C. Payson, M.D.

This Restricted Stock Award Agreement (the “Agreement”) is entered into as of the 28th day of November, 2005 (the “Date of Grant”), between Concentra Inc., a Delaware corporation (the “Company”), and you for the purpose of evidencing an Award to you of Restricted Stock pursuant to the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”). Terms used herein with their initial letters capitalized and not otherwise defined herein have the respective meanings assigned to them in the Plan.

This Agreement and the Award of Restricted Stock granted herein are not binding on the Company until you sign this document and return it to the Company’s Legal Department.

1. Award of Restricted Stock; Escrow and Ownership of Restricted Shares.

(a) Pursuant to the Plan and Section 1(b)(ii) of Exhibit A to the Chairman’s Agreement entered into as of November 28, 2005, between the Company and you (the “Chairman’s Agreement”), the Board of Directors of the Company has granted to you on this date the number of shares of Restricted Stock set forth below, subject to adjustment pursuant to the provisions of Section 7 of this Agreement. This Award is granted under Section 7 of the Plan and shall be governed by the terms of the Plan and the Chairman’s Agreement. In the event of any inconsistency between the Plan, this Agreement, and/or the Chairman’s Agreement, the terms of the Chairman’s Agreement shall govern.

Restricted Stock: 402,137 shares Grant No.: NEC3

(b) The Company shall issue in your name a certificate or certificates representing the shares of Restricted Stock subject to the Award (the “Restricted Shares”) and retain that certificate or those certificates until the restrictions on such Restricted Shares expire or such Restricted Shares are forfeited as provided herein. You shall execute one or more stock powers in blank for those certificates and deliver those stock powers to the Company. You hereby agree that the Company shall hold the certificate or certificates representing the Restricted Shares and the related stock powers pursuant to the terms of this Agreement until such time as such certificate or certificates are either delivered to you or canceled pursuant to this Agreement. Promptly following the expiration of the restrictions on the Restricted Shares as contemplated in this Agreement, the Company shall cause to be issued and delivered to you or your designee a certificate representing the number of Restricted Shares as to which restrictions have lapsed, free of any restrictive legend relating to the lapsed restrictions. The value of such Restricted Shares shall not bear any interest owing to the passage of time.

(c) From and after the time that a certificate or certificates representing the Restricted Shares has been issued in your name, you will be entitled to all the rights of absolute ownership of the Restricted Shares, including the right to vote those shares and to receive

1

dividends thereon if, as, and when declared by the Board of Directors, subject, however, to the terms, conditions and restrictions set forth in this Agreement.

2. Vesting Provisions. You may not sell, transfer, or otherwise alienate or hypothecate Restricted Shares until your right to sell, transfer, or otherwise alienate or hypothecate has vested. Except as otherwise provided in Section 3 hereof, on each of the following dates on which you shall continue to serve as the Non-Executive Chairman pursuant to the terms of the Chairman’s Agreement, the Restricted Shares will vest on each designated vesting date with respect to the percentage of the Restricted Shares set forth in Section 1(a) hereof, as adjusted pursuant to Section 7 of this Agreement, (rounded to the nearest whole share):

Designated vesting date:	Percentage of Restricted Shares set forth in Section 1(a) hereof, as adjusted, vesting on such designated vesting date:
February 28, 2006	8.33%
May 28, 2006	An additional 8.33%
August 28, 2006	An additional 8.33%
November 28, 2006	An additional 8.33%
February 28, 2007	An additional 8.33%
May 28, 2007	An additional 8.33%
August 28, 2007	An additional 8.33%
November 28, 2007	An additional 8.33%
February 28, 2008	An additional 8.33%
May 28, 2008	An additional 8.33%
August 28, 2008	An additional 8.33%
November 28, 2008	The remaining Restricted Shares

3. Acceleration of Vesting Upon Certain Other Events.

(a) Accelerated Vesting Upon Certain Transactions. The Restricted Shares shall become immediately and fully vested upon the occurrence, during the term of the Chairman’s Agreement, of (i) a Change in Control (as defined below), (ii) an Initial Public Offering (as defined below), or (iii) the sale by the Company of all or substantially all of one or more of its operating divisions representing in the aggregate 25% or more of the Company’s Consolidated EBITDA (as such term is defined by the Company in announcing publicly its results of operations).

“Change in Control” shall mean the occurrence of any of the following events:

(i) The acquisition by any individual, entity, or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership of either (x) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote

2

generally in the election of directors (the “Outstanding Company Voting Securities”), such that Welsh, Carson, Anderson & Stowe VIII, L.P., ceases to own, in the aggregate, more than 50% of the Outstanding Company Common Stock or of the Outstanding Company Voting Securities; provided, however, that for purposes of this Subparagraph (i), the following acquisitions shall not constitute a Change of Control: (A) any acquisition of Company Common Stock or other Company voting securities directly from the Company as part of or in connection with a transaction which complies with clauses (A) and (B) of subparagraph (iii) below; (B) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (C) any acquisition by any corporation pursuant to a transaction which complies with clauses (A) and (B) of Subparagraph (iii) below; or

(ii) Individuals who, as of the Date of the Grant, constitute the Board of Directors cease for any reason to constitute at least a majority of the Incumbent Board (as hereinafter defined); or

(iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another corporation (a “Business Combination”), in each case, unless, following such Business Combination; (A) Welsh, Carson, Anderson & Stowe VIII, L.P., beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries); and (B) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

“Incumbent Board” means the individuals who constitute the Board of Directors on the Date of Grant and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Incumbent Board.

“Initial Public Offering” shall mean an underwritten public offering of the Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

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(b) Accelerated Vesting Upon Certain Terminations of Chairman’s Agreement. The Restricted Shares shall become immediately and fully vested in the event of the termination of the Chairman’s Agreement pursuant to (i) Section 6(a) of the Chairman’s Agreement upon your death, (ii) Section 6(b) of the Chairman’s Agreement as a result of your becoming Disabled (as defined below), (ii) Section 6(c) by the Company without Cause, or (iv) Section 6(d) of the Chairman’s Agreement by you for Good Reason (as defined below). In the event the Chairman’s Agreement is terminated by the Company for Cause (as defined below) pursuant to Section 6(c) of the Chairman’s Agreement or you terminate the Chairman’s Agreement without Good Reason pursuant to Section 6(e) of the Chairman’s Agreement any Restricted Shares that have not previously vested will be forfeited to the Company pursuant to Section 4 hereof.

“Disabled” means your inability, with reasonable accommodation, to perform the essential functions of your duties and responsibilities under the Chairman’s Agreement due to physical or mental illness or injury, or your otherwise becoming disabled within the meaning of section 22(e)(3) of the Code, in either case, for 180 consecutive calendar days and within 30 days after written notice of termination is given (which may occur before or after the end of such 180 day period) you shall not have returned to the performance of your material duties and responsibilities under the Chairman’s Agreement, which results in the termination of the Chairman’s Agreement by you or by the Company.

“Good Reason” means the occurrence of any one or more of the following events:

(i) a material adverse change or diminution in the nature or scope of your authorities, status, powers, functions, duties, or responsibilities from those set forth in Section 2 of the Chairman’s Agreement;

(ii) any removal by the Company of you from, or any failure to appoint or reelect you to, the position indicated in Section 1 of the Chairman’s Agreement except in connection with the Company’s termination of the Chairman’s Agreement for Cause (as defined below) or Disability;

(iii) a failure by the Company to comply with any other material term or provision of the Chairman’s Agreement or of any other written agreement between you and the Company;

(iv) delivery by the Company of notice of non-renewal pursuant to Section 1 of the Chairman’s Agreement; or

(v) the occurrence of a Change in Control.

“Cause” means the occurrence of any one or more of the following events:

(i) your willful or intentional failure to perform your material duties and responsibilities under the Chairman’s Agreement (other than any such failure resulting from your incapacity due to physical or mental illness or any such failure after the issuance of a Notice of Termination for Good Reason (as defined in the Chairman’s Agreement) by you);

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(ii) your commission of an act of dishonesty or fraud of a material nature in connection with the performance of your duties under the Chairman’s Agreement, or your willful or intentional misconduct of a material nature in connection with the performance of your duties under the Chairman’s Agreement; or

(iii) your conviction of, or entering of a plea of nolo contendere with respect to, a felony.

(c) Modification of Vesting Schedule Upon Exercise of Purchase Option. In the event you exercise the Purchase Option (as defined in Section 2(b) of the Chairman’s Agreement), the vesting schedule set forth in Section 4 hereof shall be modified, retroactively to the Date of Grant to the extent applicable, to read as follows:

Designated vesting date:	Percentage of Restricted Shares set forth in Section 1(a) hereof, as adjusted, vesting on such designated vesting date:
February 28, 2006	12.5%
May 28, 2006	An additional 12.5%
August 28, 2006	An additional 12.5%
November 28, 2006	An additional 12.5%
February 28, 2007	An additional 12.5%
May 28, 2007	An additional 12.5%
August 28, 2007	An additional 12.5%
November 28, 2007	The remaining Restricted Shares

(d) Other Accelerations. The Board of Directors of the Company or the Administrator of the Plan, in its sole discretion, may at any time accelerate the times set forth in Sections 2 and 3 hereof at which the Restricted Shares will vest.

4. Forfeiture of Unvested Restricted Shares Upon Termination of Chairman’s Agreement. If for any reason the Chairman’s Agreement is terminated, then your rights shall terminate in any Restricted Shares for which restrictions have not lapsed as of such date of termination (after taking into account the provisions of Section 3), and such Restricted Shares shall be canceled. Your rights to Restricted Shares shall terminate as provided in this Section 4 without any payment of consideration by the Company; provided, however, that the portion, if any, of any or all of the Restricted Shares held by you for which restrictions have lapsed as of the date of such termination (after taking into account the provisions of Section 3) shall survive the termination.

5. Certain Agreements Respecting Taxes. Upon the vesting of any Restricted Shares you will have the right to sell to the Company a number of unencumbered shares of Common Stock held by you for a period exceeding six months, and otherwise qualifying as mature shares pursuant to then-applicable accounting standards, and having a Fair Market Value equal to the amount of income and other taxes payable by you in connection with such vesting.

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6. Representations.

(a) You represent and warrant to the Company that you will be acquiring the Restricted Shares for your own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and you understand that (i) as of the date hereof, the Restricted Shares have not been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and (ii) the Restricted Shares must be held indefinitely by you unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. If applicable, the stock certificates for any Restricted Shares issued to you upon their vesting in accordance with this Agreement will bear the following legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(b) You further represent and warrant that you understand the federal, state, and local income tax consequences of the granting of the Restricted Shares to you, the vesting of the Restricted Shares, and the subsequent sale or other disposition of any Restricted Shares with respect to which the restrictions have lapsed.

7. Equitable Adjustment.

(a) In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to the Restricted Shares in order to prevent enlargement or dilution of your rights hereunder, including, if applicable, adjustments to the number and kind of shares of Common Stock or other securities, cash, or property subject hereto or that may be delivered hereunder.

(b) No fractional shares will be issued or issuable pursuant to any adjustment under this Section 7.

8. Continuation of Services. Neither the Plan nor the Restricted Shares shall confer upon you any right to continue as Non-Executive Chairman, and such relationship shall be governed by the terms of the Chairman’s Agreement.

9. Stockholders Agreement. No Restricted Shares will be issued to you pursuant to this Agreement unless and until you have entered into the Stockholders Agreement, dated as of August 17, 1999, between the Company and certain of its stockholders, as amended (the “Stockholders Agreement”) (or unless and until you have joined the Stockholders Agreement through an amendment thereto), with respect to the Restricted Shares.

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10. Plan Documents. This Agreement is qualified in its entirety by reference to the provisions of the Plan and the applicable provisions of the Chairman’s Agreement, which are incorporated herein by reference.

11. Transfer Restrictions on Restricted Shares. If requested in writing by the underwriters for the Initial Public Offering of securities of the Company, you may not sell publicly any Restricted Shares for which restrictions have lapsed or any other shares of Common Stock then held by you, without the consent of such underwriters, for a period of not more than 180 days following the effective date of the registration statement relating to such Initial Public Offering.

12. General Provisions.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(b) This Agreement, the Plan and the Chairman’s Agreement contain the entire agreement between the Company and you relating to the Restricted Shares and the other matters set forth herein. Except as expressly provided in this Agreement or the Plan with respect to certain actions permitted to be taken by the Board of Directors of the Company or the Administrator of the Plan with respect to this Agreement and the terms of the Restricted Shares, this Agreement may not be amended, modified, changed, or waived other than by written instrument signed by the parties hereto.

(c) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(d) The definitions of Change in Control, Initial Public Offering, Incumbent Board, Disabled, Good Reason, Cause, Purchase Option, and any other terms or provisions of this Agreement that are explicitly set forth in the Chairman’s Agreement shall be construed in accordance with the Chairman’s Agreement and such events shall only occur for purposes of this Agreement only to the extent they occur pursuant to the Chairman’s Agreement.

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Please acknowledge receipt of this Agreement by signing both copies of this Agreement in the space provided below and returning them promptly to the Company’s Legal Department.

CONCENTRA INC.
By:	/s/    Richard A. Parr II
	Richard A. Parr II
	Executive Vice President

Accepted and Agreed to as of

the date first above written:

/s/    Norman C. Payson, M.D.

Norman C. Payson, M.D.

8

EX-10.6

Exhibit 10.6

CONCENTRA INC.

UNRESTRICTED STOCK AWARD AGREEMENT

November 28, 2005

Recipient: Norman C. Payson, M.D.

This Unrestricted Stock Award Agreement (the “Agreement”) is entered into as of the 28th day of November, 2005 (the “Date of Grant”), between Concentra Inc., a Delaware corporation (the “Company”), and you for the purpose of evidencing an Award to you of Unrestricted Stock pursuant to the Concentra Inc. 2005 Stock Option and Restricted Stock Purchase Plan for Non-Executive Chairman (the “Plan”). Terms used herein with their initial letters capitalized and not otherwise defined herein have the respective meanings assigned to them in the Plan.

This Agreement and the Award of Unrestricted Stock granted herein are not binding on the Company until you sign this document and return it to the Company’s Legal Department.

1. Award of Unrestricted Stock; Ownership of Unrestricted Shares.

(a) Pursuant to the Plan and Section 1(b)(i) of Exhibit A to the Chairman’s Agreement entered into as of November 28, 2005, between the Company and you (the “Chairman’s Agreement”), the Board of Directors of the Company has granted to you on this date the number of shares of Unrestricted Stock set forth below, subject to adjustment pursuant to the provisions of Section 7 of this Agreement. The Unrestricted Stock will be free from any restrictions of transferability (except as otherwise provided in the Stockholders Agreement, dated as of August 17, 1999, between the Company and certain of its stockholders, as amended (the “Stockholders Agreement”) or risk of forfeiture. This Award is granted under Section 7 of the Plan and shall be governed by the terms of the Plan and the Chairman’s Agreement. In the event of any inconsistency between the Plan, this Agreement, and/or the Chairman’s Agreement, the terms of the Chairman’s Agreement shall govern.

Unrestricted Stock: 138,890 shares Grant No.: NEC 1

(b) The Company shall issue in your name a certificate or certificates representing the shares of Unrestricted Stock subject to the Award (the “Shares”) and shall cause to be issued and delivered to you or your designee a certificate representing the number of Shares.

(c) From and after the time that a certificate or certificates representing the Shares has been issued in your name, you will be entitled to all the rights of absolute ownership of the Shares, including the right to vote those shares and to receive dividends thereon if, as, and when declared by the Board of Directors.

2. Representations.

1

(a) You represent and warrant to the Company that you will be acquiring the Shares for your own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and you understand that (i) as of the date hereof, the Shares have not been registered with the Securities and Exchange Commission by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and (ii) the Shares must be held indefinitely by you unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The stock certificates for any Shares issued to you in accordance with this Agreement will bear the following legend:

THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN SO REGISTERED OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(b) You further represent and warrant that you understand the federal, state, and local income tax consequences of the granting of the Shares to you and the subsequent sale or other disposition of any Shares.

3. Continuation of Services. Neither the Plan nor the Shares shall confer upon you any right to continue as Non-Executive Chairman, and such relationship shall be governed by the terms of the Chairman’s Agreement.

4. Stockholders Agreement. No Shares will be issued to you pursuant to this Agreement unless and until you have entered into the Stockholders Agreement (or unless and until you have joined the Stockholders Agreement through an amendment thereto) with respect to the Shares.

5. Plan Documents. This Agreement is qualified in its entirety by reference to the provisions of the Plan and the applicable provisions of the Chairman’s Agreement, which are incorporated herein by reference.

6. Transfer Restrictions on Shares. If requested in writing by the underwriters for the Initial Public Offering of securities of the Company, you may not sell publicly any Shares or any other shares of Common Stock then held by you, without the consent of such underwriters, for a period of not more than 180 days following the effective date of the registration statement relating to such Initial Public Offering.

7. Equitable Adjustment.

(a) In the event of a merger, consolidation, reorganization, recapitalization, stock split, stock dividend, extraordinary dividend, or other similar change in the structure or capitalization of the Company, appropriate adjustments shall be made to the Shares in order to prevent enlargement or dilution of your rights hereunder, including, if applicable, adjustments to the number and kind of shares of Common Stock or other securities, cash, or property subject hereto or that may be delivered hereunder.

2

(b) No fractional shares will be issued or issuable pursuant to any adjustment under this Section 7.

8. General Provisions.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

(b) This Agreement, the Plan and the Chairman’s Agreement contain the entire agreement between the Company and you relating to the Shares and the other matters set forth herein. Except as expressly provided in this Agreement or the Plan with respect to certain actions permitted to be taken by the Board of Directors of the Company or the Administrator of the Plan with respect to this Agreement and the terms of the Shares, this Agreement may not be amended, modified, changed, or waived other than by written instrument signed by the parties hereto.

(c) This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Please acknowledge receipt of this Agreement by signing both copies of this Agreement in the space provided below and returning them promptly to the Company’s Legal Department.

CONCENTRA INC.
By:	/s/ Richard A. Parr II
	Richard A. Parr II Executive Vice President

Accepted and Agreed to as of

the date first above written:

/s/ Norman C. Payson, M.D.

Norman C. Payson, M.D.

3

EX-10.7

Exhibit 10.7

SECURITIES PURCHASE AGREEMENT

between

CONCENTRA INC.

and

NORMAN C. PAYSON, M.D.

Dated as of November 28, 2005

TABLE OF CONTENTS

		Page
ARTICLE I PURCHASE AND SALE OF THE SHARES; CLOSING; USE OF PROCEEDS		1
Section 1.01	Purchase and Sale of the Shares	1
Section 1.02	Closing	1
ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY		2
Section 2.01	Organization, Corporate Power and Qualifications	2
Section 2.02	Subsidiaries	2
Section 2.03	Authorization of Agreements, Etc	3
Section 2.04	Validity	3
Section 2.05	Capitalization	3
Section 2.06	Financial Statements; Absence of Undisclosed Liabilities; No Material Adverse Change	4
Section 2.07	Subsidiary SEC Filings	5
Section 2.08	Governmental Approvals	5
Section 2.09	Litigation, Etc	5
Section 2.10	Compliance with Laws; Permits	5
Section 2.11	Title to Properties	5
Section 2.12	Tax Matters	6
Section 2.13	Labor and Employment Matters	6
Section 2.14	Intellectual Property	7
Section 2.15	Insurance	7
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE PURCHASER		7
Section 3.01	Authorization	7
Section 3.02	Validity	8
Section 3.03	Investment Representations	8
ARTICLE IV CONDITIONS PRECEDENT		8
Section 4.01	Conditions Precedent to the Obligations of the Purchasers	8
Section 4.02	Conditions Precedent to the Obligations of the Company	10
ARTICLE V MISCELLANEOUS		10
Section 5.01	Expenses	10
Section 5.02	Survival of Agreements	10
Section 5.03	Parties in Interest; Third Party Beneficiaries	10
Section 5.04	Notices	11
Section 5.05	Entire Agreement; Amendment; Assignment	11
Section 5.06	Brokerage	11
Section 5.07	Counterparts	12
Section 5.08	Headings	12
Section 5.09	Severability	12

i

Section 5.10	Governing Law	12
Section 5.11	Jurisdiction and Venue	12
Section 5.12	Joinders	12

ii

INDEX TO EXHIBITS AND SCHEDULES

Exhibit	Description
A	Form of Stockholders Agreement Amendment
B	Form of Registration Rights Agreement Amendment
Schedule	Description
I	Wire Transfer Instructions
2.05	Capitalization
2.06	Financial Statements

iii

SECURITIES PURCHASE AGREEMENT (this “Agreement”) dated as of November 28, 2005, among Concentra Inc., a Delaware corporation (the “Company”), and Norman C. Payson, M.D. (the “Purchaser”).

W I T N E S S E T H:

WHEREAS, subject to the terms and conditions set forth herein, the Company wishes to issue, sell and deliver to the Purchaser, and the Purchaser, wishes to purchase from the Company, at a purchase price of $18.00 per share, 555,556 shares (the “Shares”) of Common Stock, $.01 par value, of the Company (“Common Stock”); and

WHEREAS, Purchaser and Company are entering into a Chairman’s Agreement, an Unrestricted Stock Award Agreement, a Six Month Award Agreement, a Restricted Stock Award Agreement and a Ten Year Award Agreement, each as of the date hereof (collectively, the “Chairman Agreements”).

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF THE

SHARES; CLOSING; USE OF PROCEEDS

Section 1.01 Purchase and Sale of the Shares.

(a) Subject to the terms and conditions set forth herein, on the Closing Date (as hereinafter defined), the Company shall issue, sell, and deliver to the Purchaser, and the Purchaser shall purchase from the Company, the Shares, free and clear of all Liens (as defined below).

(b) On the Closing Date, the Company shall issue to the Purchaser a certificate in definitive form (a “Stock Certificate”), registered in the name of the Purchaser, representing the number of Shares being purchased by such Purchaser.

(c) As payment in full for the Shares being purchased by the Purchaser on the Closing Date, and against delivery thereof as aforesaid, on the Closing Date, the Purchaser shall transfer to the account designated on Schedule I hereto immediately available funds in the amount of $10,000,008.

Section 1.02 Closing. Subject to the terms and conditions set forth herein, the purchase and sale of the Shares contemplated by Section 1.01 above (the “Closing”) shall take place at the offices of the Company located at 5080 Spectrum Drive, Suite 1200 – West Tower, Addison, Texas, on November 28, 2005 (the “Closing Date”).

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchaser as follows:

Section 2.01 Organization, Corporate Power and Qualifications.

(a) The Company (i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the corporate power and authority necessary to own or lease and operate its properties and assets and to carry on its business as now being conducted and (iii) is duly qualified, in good standing as a foreign corporation and authorized to do business in all jurisdictions in which the conduct of its business or the ownership or operation of its properties makes such qualification or authorization necessary and in which the failure to be so qualified or authorized could reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, results of operations or financial condition of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”).

(b) The Company has the corporate power and authority necessary to (i) execute and deliver this Agreement, the Chairman Agreements, the Stockholders Agreement Amendment, the Registration Rights Agreement Amendment (each as hereinafter defined), the Stock Certificates and each other certificate, agreement or instrument to be executed and delivered by it in connection with this Agreement and the transactions contemplated hereby (the Chairman Agreements, the Stockholders Agreement Amendment, the Registration Rights Agreement Amendment, the Stock Certificates and such other certificates, agreements and instruments, collectively, the “Ancillary Agreements”) and (ii) perform its obligations under this Agreement and the Ancillary Agreements, including, its obligation to issue and deliver the Shares.

Section 2.02 Subsidiaries.

(a) Each Subsidiary of the Company (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, (ii) has the corporate, partnership or limited liability company power and authority necessary to own or lease and operate its properties and assets and to carry on its business as now being conducted and (iii) is duly qualified, in good standing as a foreign corporation, partnership or limited liability company and authorized to do business in all jurisdictions in which the conduct of its business or the ownership or operation of its properties makes such qualification or authorization necessary and in which the failure to be so qualified or authorized could reasonably be expected to have a Material Adverse Effect.

(b) All of the outstanding shares of capital stock or partnership or membership interests, as the case may be, of each Subsidiary of the Company are duly authorized, validly issued, fully paid and nonassessable and, except as set forth in the Subsidiary SEC Filings (as hereinafter defined), are owned by the Company or by a wholly-owned Subsidiary of the

Company, free and clear of any liens, claims, charges, restrictions, proxies, security interests or other encumbrances (“Liens”).

(c) As used herein, the term “Subsidiary” shall mean any corporation, partnership, limited liability company or other business entity, the majority of whose outstanding equity securities are at the time owned, directly or indirectly, by the Company and/or one or more other Subsidiaries of the Company.

Section 2.03 Authorization of Agreements, Etc.

(a) The Company’s execution, delivery and performance of this Agreement and the Ancillary Agreements and its issuance and delivery of the Shares have been duly authorized by all requisite corporate action on the part of the Company and will not violate (i) any provision of Law (as hereinafter defined), (ii) the Restated Certificate of Incorporation or By-laws of the Company, (iii) any provision of Law applicable to the Company or any of its Subsidiaries, or any provision of any material indenture, agreement, or other instrument by which the Company or any of its Subsidiaries or any of the Company’s or any of its Subsidiaries’ properties or assets are bound, or conflict with, give rise to a right of acceleration or termination under, result in any payment or benefit thereunder becoming due or increasing, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such material indenture, agreement, or other instrument, or result in the creation or imposition of any Lien upon any of the material properties or assets of the Company or any of its Subsidiaries.

(b) The Shares have been duly authorized by the Company and, when sold and paid for in accordance with this Agreement, will be duly authorized, validly issued and outstanding, fully paid and nonassessable shares of Common Stock.

Section 2.04 Validity. This Agreement has been, and the Ancillary Agreements will be at Closing, duly executed and delivered by the Company. This Agreement constitutes, and the Ancillary Agreements will constitute when executed and delivered by the Company at Closing, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by (a) bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforcement is brought in a proceeding at law or in equity).

Section 2.05 Capitalization. The authorized capital stock of the Company consists of (a) 5,000,000 shares of Class A Common Stock, $.01 par value (“Class A Common Stock”), of which 2,212,821 shares are issued and outstanding, (b) 100,000,000 shares of Common Stock, of which 33,389,566 shares are issued and outstanding, and (c) 20,000,000 shares of Preferred Stock, $.01 par value, of which no shares are issued and outstanding. All such issued and outstanding shares of Class A Common Stock and Common Stock have been duly authorized and validly issued and are fully paid and nonassessable. Except as set forth on Schedule 2.05 hereto, there are no outstanding rights, options, warrants or other securities directly or indirectly exercisable or exchangeable for or convertible into capital stock of the Company and there is not any commitment (other than pursuant to this Agreement) of the Company to issue any shares of its capital stock or any rights, options, warrants or other securities directly or indirectly

exercisable or exchangeable for or convertible into capital stock of the Company or to distribute to holders of any class of the Company’s capital stock, any evidences of indebtedness or assets. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights of any stockholder of the Company or any right of first refusal or right of first offer or similar right in favor of any person and, except as contained in the Stockholders Agreement (as hereinafter defined), no such rights exist. The Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof.

Section 2.06 Financial Statements; Absence of Undisclosed Liabilities; No Material Adverse Change.

(a) Attached hereto as Schedule 2.06 are true and complete copies of (i) the audited consolidated balance sheets of the Company as of December 31, 2004 and December 31, 2003 and the related statements of operations, changes in stockholders’ equity and cash flows for the fiscal year then ended, each certified by PricewaterhouseCoopers LLP, the independent public accountants of the Company (the “Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet (the “Most Recent Balance Sheet”) of the Company as of September 30, 2005 (the “Balance Sheet Date”), and the related statements of operations, changes in stockholders’ equity and cash flows for the nine months then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with United States generally accepted accounting principles consistently applied and consistent with prior periods (“GAAP”). The consolidated balance sheets of the Company included in the Financial Statements fairly present the financial position of the Company and its Subsidiaries as of their respective dates, and the related consolidated statements of operations, stockholders’ equity and cash flows included in the Financial Statements fairly present the results of operations of the Company and its Subsidiaries for the respective periods then ended, subject, in the case of the Unaudited Financial Statements, to year-end adjustments (which consist of normal recurring accruals) and the absence of certain footnote disclosures. Since December 31, 2004, except as required by changes in GAAP, neither the Company nor any of its Subsidiaries has changed any of its accounting methods, principles or practices in any material respect.

(b) Except for (i) liabilities reflected and reserved against on the face of the Most Recent Balance Sheet, (ii) contingent liabilities identified in the notes to the Audited Financial Statements, (iii) liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business and consistent with past practice and (iv) obligations otherwise incurred in the ordinary course of business and consistent with past practice which are not required to be disclosed in accordance with GAAP, none of the Company or any of its Subsidiaries has any liabilities or obligations (whether fixed, absolute, accrued, contingent, secured or unsecured) that could reasonably be expected to have a Material Adverse Effect.

(c) No event has occurred since December 31, 2004 which could reasonably be expected to have a Material Adverse Effect. Since December 31, 2004, except as set forth in the Subsidiary SEC Filings, each of the Company and its Subsidiaries has conducted its business, in all material respects, only in the ordinary course and in a manner consistent with past practice.

Section 2.07 Subsidiary SEC Filings. Each of Concentra Operating Corp. and each other Subsidiary of the Company required to file reports with the SEC has filed all forms, reports and documents required to be filed by it with the SEC since August 17, 1999 (the “Subsidiary SEC Filings”). The Subsidiary SEC Filings, including, without limitation, any financial statements or schedules included therein, (a) were prepared in compliance with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), and/or the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as applicable, and (b) did not at the time of filing (or if amended, supplemented or superseded by a filing prior to the date hereof, on the date of that subsequent filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 2.08 Governmental Approvals. Subject to the accuracy of the representations and warranties of the Purchaser set forth in Article III hereof, no registration or filing with, or consent or approval of, or other action by, any federal, state, foreign or other governmental agency or instrumentality is or will be necessary for the valid execution and delivery of this Agreement and/or the Ancillary Agreements or the performance of this Agreement and/or the Ancillary Agreements or the issuance, sale and delivery of the Shares.

Section 2.09 Litigation, Etc. There are no actions, suits, proceedings, orders, investigations or claims pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality which (a) if adversely determined, could reasonably be expected to have a Material Adverse Effect or (b) which seek to enjoin, prevent or delay the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 2.10 Compliance with Laws; Permits. Neither the Company nor any Subsidiary thereof is or has been in default under or in violation of any foreign or domestic statute, law, ordinance, rule, regulation, order, writ, judgment, decree, consent decree, injunction, award, settlement agreement, stipulation, ruling or subpoena (“Law”) to which the Company or any such Subsidiary or any of their properties or assets is or was subject except for such defaults and violations which could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries possess all permits, authorizations, approvals, registrations, variances and licenses that are necessary for the Company and its Subsidiaries to own, use and maintain the properties and assets used in or required for the conduct of the business of the Company and its Subsidiaries.

Section 2.11 Title to Properties. Except as disclosed in the Subsidiary SEC Filings, and except as could not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have good and valid title to all their assets and properties, in each case free and clear of all Liens.

Section 2.12 Tax Matters.

(a) Except as could not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have (i) timely filed all federal, state, local and foreign returns, declarations, reports, estimates, information returns and statements (“Returns”) required to be filed by them in respect of any Taxes (as hereinafter defined), all of which Returns were correct as filed (or as subsequently amended) and correctly reflect the facts regarding the income, business, assets, operations, activities and status of the Company and its Subsidiaries as well as any Taxes required to be paid or collected by the Company and its Subsidiaries, (ii) timely paid or withheld all Taxes that are due and payable with respect to the Returns referred to in clause (i) (other than Taxes that are being contested in good faith by appropriate proceedings), (iii) established reserves that are adequate for the payment of all Taxes not yet due and payable with respect to the results of operations of the Company and its Subsidiaries and (iv) complied with all applicable Laws relating to the payment and withholding of Taxes and timely withheld from employee wages and paid over to the proper Taxing Authorities (as hereinafter defined) when due all amounts required to be so withheld and paid over.

(b) For purposes of this Agreement, “Taxes” shall mean (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding on amounts paid or received, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental or windfall profit taxes, custom duties or other taxes, governmental fees or other like assessments or charges of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount imposed by any governmental authority responsible for the imposition of any such taxes (domestic or foreign) (“Taxing Authorities”), (ii) liability for the payment of any amounts of the type described in (i) as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby liability for payments of such amounts was determined or taken into account with reference to the liability of any other person for any period and (iii) liability with respect to the payment of any amounts described in (i) as a result of any express or implied obligation to indemnify any other person.

Section 2.13 Labor and Employment Matters. The Company has no knowledge of any actionable violation by it or any of its Subsidiaries of any federal, state or local law relating to employment practices, discrimination in the hiring, promotion or pay of employees or any applicable wage or hour laws, or of any provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the rules and regulations promulgated thereunder that could reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against the Company or any of its Subsidiaries or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, before the National Labor Relations Board or any state or local labor relations board, and no significant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is pending against the Company or any of its Subsidiaries or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, (b) no labor strike, dispute, slowdown or stoppage (“Labor Dispute”) in which the Company or any of its Subsidiaries is involved nor, to the knowledge of the Company, is any Labor Dispute imminent, other than routine disciplinary and grievance matters, or (c) no union representation

question existing with respect to the employees of the Company or any of its Subsidiaries except with respect to any matter specified in clause (a), (b) or (c) above as could not reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect. Except as disclosed in the Subsidiary SEC Filings, there exist no material employment, consulting, severance or termination agreements or arrangements between the Company or any of its Subsidiaries, on the one hand, and any current or former officer or director of the Company or any of its Subsidiaries, on the other hand, and there are no collective bargaining or other labor union agreements to which the Company or any of its Subsidiaries is a party or by which any of them is bound.

Section 2.14 Intellectual Property. Except as could not reasonably be expected to have, alone or in the aggregate, a Material Adverse Effect: (a) the Company and its Subsidiaries own or possess, free and clear of all Liens, valid rights to all patents, patent rights, copyrights, computer databases and software, logos, slogans, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names and all licenses, applications and registrations related to the foregoing used in the business of the Company and its Subsidiaries (collectively, the “Intellectual Property”); (b) none of the Company and its Subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property or has knowledge of any infringement of the Intellectual Property by any person; and (c) to the knowledge of the Company, the use of the Intellectual Property in connection with the business and operations of the Company and its Subsidiaries does not infringe on the rights of any person.

Section 2.15 Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and neither the Company nor any of its Subsidiaries (a) has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to continue such insurance or (b) has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that could not reasonably be expected to have a Material Adverse Effect.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Company as follows:

Section 3.01 Authorization. The execution, delivery and performance by the Purchaser of this Agreement and the Ancillary Agreements to which the Purchaser is a party and the purchase and receipt of the Shares being purchased by the Purchaser, have been duly authorized by all requisite action on the part of the Purchaser, and will not violate any provision of Law applicable to the Purchaser, or any provision of any material indenture, agreement or other instrument by which the Purchaser or any of the Purchaser’s properties or assets are bound, or conflict with, give rise to a right of acceleration or termination under, result in any payment or benefit thereunder becoming due or increasing, result in a breach of or constitute (with due

notice or lapse of time or both) a default under any such material indenture, agreement or other instrument, or result in the creation or imposition of any Lien upon any of the material properties or assets of the Purchaser.

Section 3.02 Validity. This Agreement has been, and the Ancillary Agreements to which the Purchaser is a party will be at Closing, duly executed and delivered by the Purchaser. This Agreement constitutes, and the Ancillary Agreements to which the Purchaser is a party will constitute when executed and delivered by the Purchaser at Closing, the legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser, each in accordance with its terms, except that the enforceability thereof may be limited by (a) bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (b) general principles of equity (regardless of whether enforcement is brought in a proceeding at law or in equity).

Section 3.03 Investment Representations.

(a) The Purchaser is acquiring the Shares being purchased by the Purchaser hereunder for his own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof. The Purchaser understands that (i) the Shares have not been registered under the Securities Act or any state securities laws, (ii) the Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities laws or is exempt from such registration, (iii) the Shares will bear a legend to such effect and (iv) the Company will make a notation on the register for the Shares and its stock transfer books to such effect. The Purchaser further understands the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Shares only in limited amounts under certain conditions.

(b) The Purchaser further represents and warrants to the Company that he is capable of evaluating independently the prospects of the Company and has made such an evaluation in connection with his investment in the Shares and has adequate financial means to bear the risk of his investment in the Company. The Purchaser further represents that he is an “accredited investor” as such term is defined in Rule 501 of Regulation D under the Securities Act with respect to the Purchaser’s purchase of the Shares.

ARTICLE IV

CONDITIONS PRECEDENT

Section 4.01 Conditions Precedent to the Obligations of the Purchasers. The obligation of the Purchaser to consummate the sale and purchase of the Shares at Closing is, at the Purchaser’s option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

(a) Representations and Warranties to Be True and Correct. The representations and warranties of the Company contained in this Agreement that are qualified with reference to a Material Adverse Effect or materiality shall be true and correct in all respects

and all representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, on and as of the Closing Date, and the Company shall have so certified in writing to the Purchaser.

(b) Performance. The Company shall have performed and complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or on the Closing Date, and the Company shall have so certified in writing to the Purchaser.

(c) All Proceedings to Be Satisfactory. All corporate and other proceedings to be taken by the Company in connection with this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby shall have been taken by the Company and all documents incident thereto shall be reasonably satisfactory in form and substance to counsel for the Purchaser.

(d) Stockholders Agreement Amendment. An Amendment No. 4 to the Stockholders Agreement dated as of August 17, 1999 among the Company and the “Stockholders” named therein (the “Stockholders Agreement”) substantially in the form of Exhibit A hereto (the “Stockholders Agreement Amendment”) shall have been executed and delivered by the (i) Company, and (ii) other applicable shareholders of the Company.

(e) Registration Rights Agreement Amendment. An Amendment No. 5 to the Registration Rights Agreement dated as of August 17, 1999 among the Company and the “Purchasers” named therein (the “Registration Rights Agreement”) substantially in the form of Exhibit B hereto (the “Registration Rights Agreement Amendment”) shall have been executed and delivered by the (i) Company, and (ii) other applicable shareholders of the Company.

(f) Chairman Agreements. The Chairman Agreements shall have been executed and delivered by the Company.

(g) Supporting Documents. The Purchaser shall have received copies of the following supporting documents:

(i) (A) a copy of the Restated Certificate of Incorporation of the Company and all amendments thereto, each certified as of a recent date by the Secretary of State of the State of Delaware and (B) a certificate of said Secretary dated as of a recent date as to the due incorporation and good standing of the Company and listing all documents of the Company on file with said Secretary; and

(ii) a certificate of the Secretary of the Company dated the Closing Date and certifying: (A) that attached thereto is a true and complete copy of the By-laws of the Company as in effect on the date of such certification; (B) that attached thereto are true and complete copies of all resolutions adopted by the Board of Directors of the Company authorizing the execution and delivery of this Agreement and each Ancillary Agreement, the performance of this Agreement and each Ancillary Agreement, including the issuance of the Shares, and that all such resolutions are still in full force and effect and are all the resolutions adopted by the Board of Directors of the Company in connection with the transactions contemplated by this Agreement; (C) that the Restated Certificate of Incorporation of the Company has not been

amended since the date of the last amendment referred to in the certificate delivered pursuant to clause (i)(B) above; and (D) as to the incumbency and specimen signature of each officer of the Company executing this Agreement and any Ancillary Agreement.

Section 4.02 Conditions Precedent to the Obligations of the Company. The obligation of the Company to consummate the sale and purchase of the Securities at Closing is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

(a) Representations and Warranties to Be True and Correct. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date.

(b) Performance. The Purchaser shall have performed and complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by the Purchaser prior to or on the Closing Date.

(c) Stockholders Agreement Amendment. The Stockholders Agreement Amendment shall have been executed and delivered by the (i) Purchaser, and (ii) other applicable shareholders of the Company.

(d) Registration Rights Agreement Amendment. The Registration Rights Agreement Amendment shall have been executed and delivered by the (i) Purchaser, and (ii) other applicable shareholders of the Company.

(e) Chairman Agreements. The Chairman Agreements shall have been executed and delivered by the Purchaser.

ARTICLE V

MISCELLANEOUS

Section 5.01 Expenses. The parties shall each be responsible for their own respective costs and expenses incurred in connection with the preparation, negotiation, execution, and delivery of this Agreement and Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby.

Section 5.02 Survival of Agreements. Notwithstanding any investigation made at any time by or on behalf of any party hereto, all covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement and the issuance, sale and delivery of the Shares pursuant hereto. Any statement contained in any certificate or other instrument delivered by the Company at Closing shall be deemed to constitute representations and warranties made by the Company hereunder.

Section 5.03 Parties in Interest; Third Party Beneficiaries. All the covenants and agreements in this Agreement contained by or on behalf of the parties hereto shall bind their successors and permitted assigns, whether so expressed or not. This Agreement is not intended to confer any rights or remedies upon any person other than the parties hereto.

Section 5.04 Notices. Any notice or other communication required or permitted hereunder shall be deemed to be sufficient if contained in a written instrument that is (a) delivered in person, (b) sent by first class certified mail, postage prepaid, (c) sent by nationally recognized overnight courier, or (d) sent by facsimile, in each case addressed to such party as follows:

if to the Company, to:	Concentra Inc.
	5080 Spectrum Drive, Suite 1200 – West Tower Addison, Texas 75001 Attention: General Counsel Facsimile: (972) 387-1938
if to the Purchaser, to:	Norman C. Payson, M.D.
	NCP, Inc. 8 Centre Street, Suite 3 Concord, New Hampshire 03301 Facsimile: (603) 410-6379
with a copy to:	Skadden, Arps, Slate, Meagher & Flom LLP
	Four Times Square New York, New York 10036 Attention: Paul Schnell Facsimile: (212) 735-2000

or, in any case, at such other address or addresses as shall have been furnished in writing by such party to the other party hereto. All such notices, requests, consents and other communications shall be deemed to have been received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case of mailing by first class certified mail, on the fifth business day following the date of such mailing, (iii) in the case of delivery by overnight courier, on the business day following the date of delivery to such courier and (iv) in the case of facsimile, when received.

Section 5.05 Entire Agreement; Amendment; Assignment. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. This Agreement may not be amended or modified except in a writing signed by each of the parties hereto. Any waiver of any provision of this Agreement must be in a writing signed by the party against whom enforcement of such waiver is sought.

Section 5.06 Brokerage. Each of the parties hereto shall indemnify and hold harmless the other parties hereto against any claim for brokerage or other commissions relative to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements or understandings made or claimed to have been made by such party with any third party.

Section 5.07 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 5.08 Headings. Headings and section reference numbers in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 5.09 Severability. In the event that any one or more of the provisions set forth herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

Section 5.10 Governing Law. This Agreement and all disputes arising out of or relating to this Agreement, its subject matter, the performance by the parties of their respective obligations hereunder or the claimed breach hereof, whether in tort, contract or otherwise, shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to its choice of law principles.

Section 5.11 Jurisdiction and Venue. Any suit, action or proceeding arising out of or relating to this Agreement, the subject matter hereof, the performance by the parties of their obligations hereunder or the claimed breach hereof, whether brought at law or in equity and whether based in tort, contract or otherwise, may be brought in the federal or state courts located in Boston, Massachusetts, and each of the parties to this Agreement hereby submits with regard to any such suit, action or proceeding for itself and in respect to its property, generally and unconditionally, to the non-exclusive jurisdiction of the aforesaid courts and of the appropriate appellate courts therefrom. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any such suit, action or proceeding (a) any claim that it is not personally subject to the jurisdiction of such courts for any reason other than the failure to lawfully serve process, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), (c) that the suit, action or proceeding in any such court is brought in an inconvenient forum, (d) that the venue of such suit, action or proceeding is improper, (e) that this Agreement or the subject matter hereof may not be enforced in or by such courts or (f) any right to a trial by jury which is hereby waived. Each party hereto agrees that process in any such suit, action or proceeding may be served on such party anywhere in the world, whether within or without the jurisdiction of such courts and that service of process on such party as provided in Section 5.04 above shall be deemed effective service of process on such party.

Section 5.12 Joinders. By executing and delivering this Agreement, the Purchaser hereby agrees to become a party to the Stockholders Agreement and a “Stockholder” thereunder, bound by the terms thereof as if such Purchaser were an original party thereto. Such joinder shall be given effect immediately prior to the effectiveness of the Stockholders Agreement Amendment.

IN WITNESS WHEREOF, the Company and the Purchaser have executed this Securities Purchase Agreement as of the day and year first above written.

The Company:
CONCENTRA INC.
By:	/s/ Richard A. Parr II
	Richard A. Parr II
	Executive Vice President
The Purchaser:
/s/ Norman C. Payson, M.D.
Norman C. Payson, M.D.

EX-99.1

Exhibit 99.1

Contacts:	Daniel J. Thomas	Thomas E. Kiraly
	President and	Executive Vice President and
	Chief Executive Officer	Chief Financial Officer
	(972) 364-8111	(972) 364-8217

NORMAN C. PAYSON, M.D. JOINS CONCENTRA

AS CHAIRMAN OF THE BOARD

ADDISON, Texas, November 29, 2005 – Concentra Inc. (“Concentra” or the “Company”), today announced that it has named Norman C. Payson, M.D., as its non-executive Chairman of the Board of Directors.

Dr. Payson, age 57, has spent over two decades as a leading health plan manager and entrepreneur. From 1998 through 2002, he was Chief Executive Officer of Oxford Health Plans, leading its turnaround and subsequent growth to nearly $6 billion in revenues. Prior to that, Dr. Payson was Chief Executive Officer of Healthsource, Inc. from its inception in 1985 through its growth to over three million members and sale to CIGNA Corporation in 1997. Dr. Payson presently serves on the Board of Directors for Baltimore-based XLHealth, a disease management company, and several health care charitable and educational institutions.

In addition to Board duties, Dr. Payson will oversee strategic direction of the Company and will work actively with the Company’s senior management team in pursuing Concentra’s growth and performance objectives. In this role, he will work closely with the Company’s officers, providing guidance and advice reflective of his experience in managing, growing and maximizing shareholder value for public and private companies. In connection with his appointment, Dr. Payson will make an initial $10 million purchase of Concentra Inc. common stock. Additionally, he will receive awards of unrestricted and restricted stock and options to purchase additional shares of common stock.

Commenting on the announcement, Daniel Thomas, Concentra’s President and Chief Executive Officer, said, “We are delighted to announce the addition of Dr. Payson to chair our Board. As a distinguished health care executive, he brings a wealth of experience to our Company that will complement our team and provide leadership for Concentra as we pursue our Company’s growth. With a strong reputation in health care economics and business, we believe Dr. Payson will enhance our Company’s stature among current and prospective clients and customers.”

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Concentra Names Dr. Payson Non-Executive Chairman

Page 2

November 29, 2005

Dr. Payson said, “I am very enthusiastic about joining Concentra. Concentra has achieved success in the field of workplace healthcare and has brought that experience into many related and complementary businesses with significant growth potential. I am honored to play a role in this exciting Company.”

Dr. Payson is a member of the Board of Overseers and an adjunct Professor at Dartmouth Medical School. He also serves on the Boards of Advisors for the Health Sciences Technology Divisions of the Massachusetts Institute of Technology and Harvard Medical School and is on the Board of Advisors of the Mailman School of Public Health at Columbia University. Dr. Payson is a graduate of the Massachusetts Institute of Technology and received his MD at Dartmouth Medical School.

Concentra Inc., through its wholly owned subsidiary, Concentra Operating Corporation, serves the occupational, auto and group healthcare markets; Concentra provides employers, insurers and payors with a series of integrated services which include employment-related injury and occupational health care, in-network and out-of-network medical claims review and repricing, access to specialized preferred provider organizations, first notice of loss services, case management and other cost containment services. Concentra provides its services to approximately 136,000 employer locations and 3,700 insurance companies, group health plans, third-party administrators and other healthcare payors. The Company has 300 health centers in 40 states. It also operates the FOCUS network, a national workers’ compensation provider network that includes 544,000 individual providers and over 4,400 acute-care hospitals nationwide, and its Beech Street PPO network includes more than 400,000 physicians, over 52,000 ancillary healthcare providers and more than 3,800 acute-care hospitals.

This press release contains certain forward-looking statements, which the Company is making in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties, and that the Company’s actual results may differ materially from the results discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the potential adverse impact of governmental regulation on the Company’s operations, changes in nationwide employment and injury rate trends, interruption in its data processing capabilities, operational, financing and strategic risks related to the Company’s capital structure, acquisitions and growth strategy, possible fluctuations in quarterly and annual operations, possible legal liability for adverse medical consequences, competitive pressures, adverse changes in market conditions for the Company’s services, and dependence on key management personnel. Additional factors include those described in the Company’s filings with the Securities and Exchange Commission.

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