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EXHIBIT 7
August
14th
1 9 9 7
Talbert Medical Management
Holdings Corporation
3540 Howard Way
Costa Mesa, California 95656
Re: Stay Bonuses
Ladies and Gentlemen:
Pursuant to Section 7.10(e) of the Agreement and Plan of
Merger, dated as of August 14, 1997, among the undersigned and you (the "Merger
Agreement"), we hereby agree with you that we will, at the time or times
specified in that section, pay, or cause the Surviving Corporation to pay, cash
stay bonuses to the persons, and in the amounts, specified on the attached
schedule.
We represent and warrant that the execution, delivery and
performance of this letter has been duly authorized by each of the undersigned
and that this letter constitutes the legally binding agreement of each of the
undersigned, enforceable against each of the undersigned in accordance with its
terms.
All capitalized terms used but not defined in this letter
agreement shall have the meanings given to them by the Merger Agreement.
Very truly yours,
MEDPARTNERS, INC.
By: /s/ J. BROOKE JOHNSTON, JR.
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Its: Senior VP and General Counsel
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Page 2 - Talbert Medical Management - August 14, 1997
Holdings Corporation
TALMED MERGER CORPORATION
By: /s/ J. BROOKE JOHNSTON, JR.
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Its: Senior Vice President
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Accepted and Agreed
as of August 14, 1997:
Talbert Medical Management
Holdings Corporation
By: /s/ JACK D. MASSIMINO
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Its: President and CEO
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