Molina Medicaid Solutions - DHHR

e10vkSignature Title Date/s/ Joseph M. MolinaJoseph M. Molina, M.D./s/ John C. MolinaJohn C. Molina, J.D.Chairman of the Board, Chief Executive Officer, and President(Principal Executive Officer)Director, Chief Financial Officer, and Treasurer (PrincipalFinancial Officer)March 16, 2010March 16, 2010/s/ Joseph W. WhiteJoseph W. White, CPA, MBA/s/ Charles Z. FedakCharles Z. Fedak, CPA, MBA/s/ Frank E. MurrayFrank E. Murray, M.D./s/ Steven OrlandoSteven Orlando, CPA (inactive)/s/ Sally K. RichardsonSally K. Richardson/s/ Ronna RomneyRonna Romney/s/ John P. Szabo, Jr.John P. Szabo, Jr.Chief Accounting Officer (Principal Accounting Officer) March 16, 2010Director March 16, 2010Director March 16, 2010Director March 16, 2010Director March 16, 2010Director March 16, 2010Director March 16, 2010113Table of ContentsINDEX TO EXHIBITSNumber Description Method of Filing3.1 Certificate of Incorporation Filed as Exhibit 3.2 to registrant’s Registration Statement on Form S-1 filedDecember 30, 2002.3.2 Amended and Restated Bylaws Filed as Exhibit 3.2 to registrant’s Form 8-K filed February 17, 2009.4.1 Indenture dated as of October 11, 2008 Filed as Exhibit 4.1 to registrant’s Form 8-K filed October 5, 2008.4.2 First Supplemental Indenture dated as of October 11, 2008 Filed as Exhibit 4.2 to registrant’s Form 8-K filed October 5, 2008.4.3 Global Form of 3.75% Convertible Senior Note due 2014 Filed as Exhibit 4.3 to registrant’s Form 8-K filed October 5, 2008.10.1 2000 Omnibus Stock and Incentive Plan Filed as Exhibit 10.12 to registrant’s Form S-1 filed December 30, 2002.10.2 2002 Equity Incentive Plan Filed as Exhibit 10.13 to registrant’s Form S-1 filed December 30, 2002.10.3 Form of Stock Option Agreement under 2002 Equity Incentive Plan Filed as Exhibit 10.3 to registrant’s Form 10-K filed March 14, 2007.10.4 2002 Employee Stock Purchase Plan Filed as Exhibit 10.14 to registrant’s Form S-1 filed December 30, 2002.10.5 2005 Molina Deferred Compensation Plan adopted November 6, 2006 Filed as Exhibit 10.4 to registrant’s Form 10-Q filed November 9, 2006.10.6 2005 Incentive Compensation Plan Filed as Appendix A to registrant’s Proxy Statement filed March 28, 2005.10.7 Form of Restricted Stock Award Agreement (Executive Officer) under Molina Filed as Exhibit 10.1 to registrant’s Form 10-Q filed August 9, 2005.Healthcare, Inc. 2002 Equity Incentive Plan10.8 Form of Restricted Stock Award Agreement (Outside Director) under Molina Filed as Exhibit 10.1 to registrant’s Form 10-Q filed August 9, 2005.Healthcare, Inc. 2002 Equity Incentive Plan10.9 Form of Restricted Stock Award Agreement (Employee) under Molina Filed as Exhibit 10.1 to registrant’s Form 10-Q filed August 9, 2005.Healthcare, Inc. 2002 Equity Incentive Plan10.10 Amended and Restated Employment Agreement with J. Mario Molina, M.D. Filed as Exhibit 10.1 to registrant’s Form 8-K filed January 7, 2010.dated as of December 31, 200910.11 Amended and Restated Employment Agreement with John C. Molina dated as Filed as Exhibit 10.2 to registrant’s Form 8-K filed January 7, 2010.of December 31, 200910.12 Amended and Restated Employment Agreement with Mark L. Andrews dated Filed as Exhibit 10.3 to registrant’s Form 8-K filed January 7, 2010.as of December 31, 200910.13 Amended and Restated Change in Control Agreement with Terry Bayer, dated Filed as Exhibit 10.4 to registrant’s Form 8-K filed January 7, 2010.as of December 31, 200910.14 Amended and Restated Change in Control Agreement with James W.Filed as Exhibit 10.5 to registrant’s Form 8-K filed January 7, 2010.Howatt, M.D., dated as of December 31, 200910.15 Amended and Restated Change in Control Agreement with Joseph W. White, Filed as Exhibit 10.6 to registrant’s Form 8-K filed January 7, 2010.dated as of December 31, 200910.16 Form of Indemnification Agreement Filed as Exhibit 10.14 to registrant’s Form 10-K filed March 14, 2007.10.17 Amended and Restated Credit Agreement, dated as of March 9, 2005, amongMolina Healthcare, Inc., as the Borrower, certain lenders, and Bank ofAmerica, N.A., as Administrative AgentFiled as Exhibit 10.1 to registrant’s current report on Form 8-K filed March 10,2005.Table of ContentsNumber Description Method of Filing10.18 First Amendment and Waiver to the Amended and Restated Credit Agreement,dated as of October 5, 2005, among Molina Healthcare, Inc., certain lenders,and Bank of America, N.A., as Administrative Agent10.19 Second Amendment and Waiver to the Amended and Restated CreditAgreement, dated as of November 6, 2006, among Molina Healthcare, Inc.,certain lenders, and Bank of America, N.A., as Administrative AgentFiled as Exhibit 10.1 to registrant’s current report on Form 8-K filed October13, 2005.Filed as Exhibit 10.1 to registrant’s Form 10-Q filed November 9, 2006.10.20 Third Amendment and Waiver to the Amended and Restated Credit Agreement, Filed as Exhibit 10.1 to registrant’s Form 8-K filed May 31, 2008.dated as of May 25, 2008, among Molina Healthcare, Inc., certain lenders, andBank of America, N.A., as Administrative Agent10.21 Fourth Amendment and Waiver to the Amended and Restated CreditFiled as Exhibit 10.1 to registrant’s Form 8-K filed January 19, 2010.Agreement, dated as of , 2010, among Molina Healthcare, Inc., certainlenders, and Bank of America, N.A., as Administrative Agent (date to beinserted on Fourth Amendment Effective Date)10.22 Fifth Amendment and Waiver to the Amended and Restated Credit Agreement, Filed herewith.dated as of , 2010, among Molina Healthcare, Inc., certain lenders, andBank of America, N.A., as Administrative Agent (date to be inserted on FifthAmendment Effective Date)10.23 Office Lease with Pacific Towers Associates for 200 Oceangate Corporate Filed as Exhibit 10.34 to registrant’s Form 10-K filed March 17, 2008.Headquarters.10.24 Hospital Services Agreement (fee-for-service) by and between Molina Filed herewith.Healthcare of California, a California corporation, and Pacific Hospital of LongBeach10.25 Hospital Services Agreement (capitation) by and between Molina Healthcare of Filed herewith.California, a California corporation, and HealthSmart Pacific, Inc., dba PacificHospital of Long Beach12.1 Computation of Ratio of Earnings to Fixed Charges Filed herewith.21.1 List of subsidiaries Filed herewith.23.1 Consent of Independent Registered Public Accounting Firm Filed herewith.31.1 Section 302 Certification of Chief Executive Officer Filed herewith.31.2 Section 302 Certification of Chief Financial Officer Filed herewith.32.1 Certificate of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Filed herewith.adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2 Certificate of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.Filed herewith.http://sec.gov/Archives/edgar/data/1179929/000095012310025132/a55407e10vk.htm[1/6/2012 11:12:35 AM]