GUARANTEE AGREEMENT by and between KMG America Corporation and WILMINGTON TRUST COMPANY Dated as of March 22, 2007Guarantee Agreement • March 23rd, 2007 • KMG America CORP • Life insurance • New York
Contract Type FiledMarch 23rd, 2007 Company Industry JurisdictionThis GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by KMG America Corporation, a Virginia corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of KMG Capital Statutory Trust I, a Delaware statutory trust (the “Issuer”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 5th, 2004 • KMG America CORP • Life insurance • Virginia
Contract Type FiledNovember 5th, 2004 Company Industry JurisdictionAGREEMENT made this day of , 2004, between KMG America Corporation, a Virginia corporation (the "Company"), and Scott H. DeLong III (the "Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2005 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMay 16th, 2005 Company Industry JurisdictionAGREEMENT made this 21st day of March, 2005, between KMG America Corporation, a Virginia corporation (the “Company”) and James E. Nelson (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2005 • KMG America CORP • Life insurance
Contract Type FiledMarch 31st, 2005 Company IndustryAGREEMENT made this 21st day of December, 2004, among KMG America Corporation, a Virginia corporation (“Parent”), Kanawha Insurance Company, a South Carolina corporation (the “Company”) and Paul F. Kraemer (the “Executive”).
KMG AMERICA CORPORATION Stock Award AgreementStock Award Agreement • March 10th, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMarch 10th, 2006 Company Industry JurisdictionTHIS STOCK AWARD AGREEMENT (this “Agreement”) dated as of the ____ day of _____________, 20__, between KMG America Corporation, a Virginia corporation (the “Company”), and __________________________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BY AND AMONG THE SHAREHOLDERS AND OPTIONHOLDER OF KANAWHA INSURANCE COMPANY IDENTIFIED ON SCHEDULE A AND KMG AMERICA CORPORATION August 2, 2004Stock Purchase Agreement • September 27th, 2004 • KMG America CORP • Life insurance • North Carolina
Contract Type FiledSeptember 27th, 2004 Company Industry JurisdictionThis Amended and Restated Stock Purchase Agreement ("Agreement") is made as of August 2, 2004, by and among KMG America Corporation, a Virginia corporation ("Buyer"), the holders of all of the outstanding shares of capital stock of Kanawha Insurance Company, a South Carolina corporation (the "Company"), identified on Schedule A (each a "Shareholder" and collectively, the "Shareholders"), and the holders of all of the options to purchase the outstanding shares of capital stock of the Company identified on Schedule A (collectively, the "Optionholder", and together with the Shareholders, "Sellers").
ContractEmployment Letter Agreement • September 13th, 2007 • KMG America CORP • Life insurance • Virginia
Contract Type FiledSeptember 13th, 2007 Company Industry JurisdictionTHIS EMPLOYMENT LETTER AGREEMENT (“Agreement”) is entered into on this 7th day of September, 2007, by and between (i) KMG AMERICA CORPORATION, a Virginia corporation (“Employer”) and (ii) PAUL F. KRAEMER (“Executive”).
KMG AMERICA CORPORATION Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • August 17th, 2005 • KMG America CORP • Life insurance • Virginia
Contract Type FiledAugust 17th, 2005 Company Industry JurisdictionTHIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the day of , 20 , by and between KMG AMERICA CORPORATION, a Virginia corporation (the “Company”), and (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), which is available on the Company’s website at http://www.kmgamerica.com. All terms used but not defined herein that are defined in the Plan have the same meaning given them in the Plan.
PLACEMENT AGREEMENTSubscription Agreement • March 23rd, 2007 • KMG America CORP • Life insurance • New York
Contract Type FiledMarch 23rd, 2007 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER BY AND AMONG HUMANA INC., HUM VM, INC. AND KMG AMERICA CORPORATION Dated as of September 7, 2007Agreement and Plan of Merger • September 13th, 2007 • KMG America CORP • Life insurance • Virginia
Contract Type FiledSeptember 13th, 2007 Company Industry JurisdictionThis Agreement and Plan of Merger, is made as of September 7, 2007, by and among (i) Humana Inc., a Delaware corporation (“Parent”); (ii) Hum VM, Inc., a Virginia corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); and (iii) KMG America Corporation, a Virginia corporation (the “Company”). Parent, Merger Subsidiary, and the Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
KMG AMERICA CORPORATION Nonqualified Stock Option Agreement Number of shares subject to Nonqualified Stock Option: _________Nonqualified Stock Option Agreement • April 21st, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledApril 21st, 2006 Company Industry JurisdictionTHIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the ____ day of ________, 20__, by and between KMG AMERICA CORPORATION, a Virginia corporation (the “Company”), and _____________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), a summary of which is attached hereto. All terms used but not defined herein that are defined in the Plan have the same meaning given them in the Plan.
AMENDMENT TO EMPLOYMENT AGREEMENT AMONG KMG AMERICA CORPORATION, KANAWHA INSURANCE COMPANY AND STANLEY D. JOHNSON DATED DECEMBER 21, 2004Employment Agreement • January 12th, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledJanuary 12th, 2006 Company Industry JurisdictionThis Amendment, effective January 1, 2006 (the “Amendment”), to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Stanley D. Johnson, dated December 21, 2004 (the “Employment Agreement”), is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Stanley D. Johnson (the “Executive”). Terms used in this Amendment that are not otherwise defined herein shall have the same meaning given to them in the Employment Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMarch 14th, 2006 Company Industry JurisdictionThis Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Paul P. Moore, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Paul P. Moore (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.
KMG AMERICA CORPORATION Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2004 • KMG America CORP • Life insurance • Virginia
Contract Type FiledDecember 10th, 2004 Company Industry JurisdictionWe have been verbally advised by the Staff of the Commission that the S-1 Registration Statement has become effective under the Act; and, to our knowledge, no stop order suspending the effectiveness of the S-1 Registration Statement has been issued and not withdrawn and no proceedings for that purpose have been instituted or are pending or, to our knowledge, contemplated under the Act. The 8-A Registration Statement has become effective under the Exchange Act.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMarch 14th, 2006 Company Industry JurisdictionThis Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Stanley D. Johnson, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Stanley D. Johnson (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMarch 14th, 2006 Company Industry JurisdictionThis Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement between KMG America Corporation and Scott H. DeLong III, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Company”) and Scott H. DeLong III (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.
AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 16th, 2004 • KMG America CORP • Life insurance
Contract Type FiledDecember 16th, 2004 Company IndustryThis Amendment No. 2 to Amended and Restated Stock Purchase Agreement (this "Amendment") is made as of December 15, 2004, by and among KMG America Corporation, a Virginia corporation ("Buyer"), the holders of all of the outstanding shares of capital stock of Kanawha Insurance Company, a South Carolina corporation (the "Company"), identified on Schedule A to the Amended and Restated Agreement (as defined herein) (each a "Shareholder" and collectively, the "Shareholders"), represented by The Springs Company pursuant to Section 2.7 of the Amended and Restated Agreement (as defined herein), and the holders of all of the options to purchase the outstanding shares of capital stock of the Company identified on Schedule A to the Amended and Restated Agreement (as defined herein) (collectively, the "Optionholder", and together with the Shareholders, "Sellers").
NOTEKMG America CORP • December 27th, 2006 • Life insurance
Company FiledDecember 27th, 2006 IndustryThis Note is issued to evidence the Loans made by the Lender pursuant to the Credit Agreement. All of the terms, conditions and covenants of the Credit Agreement are expressly made a part of this Note by reference in the same manner and with the same effect as if set forth herein at length, and any holder of this Note is entitled to the benefits of and remedies provided in the Credit Agreement and the other Credit Documents. Reference is made to the Credit Agreement for provisions relating to the interest rate, maturity, payment, prepayment and acceleration of this Note.
ContractEmployment Letter Agreement • September 13th, 2007 • KMG America CORP • Life insurance • Virginia
Contract Type FiledSeptember 13th, 2007 Company Industry JurisdictionTHIS EMPLOYMENT LETTER AGREEMENT (“Agreement”) is entered into on this 7th day of September, 2007, by and between (i) KMG AMERICA CORPORATION, a Virginia corporation (“Employer”) and (ii) KENNETH U. KUK (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMarch 14th, 2006 Company Industry JurisdictionThis Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Paul F. Kraemer, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Paul F. Kraemer (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.
OUTSOURCING SERVICES AGREEMENT BETWEEN CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC. AND KANAWHA HEALTHCARE SOLUTIONS, INC. November 11, 2003KMG America CORP • September 27th, 2004 • Life insurance • South Carolina
Company FiledSeptember 27th, 2004 Industry JurisdictionThis Outsourcing Services Agreement, dated as of November 4th, 2003 ("the Effective Date"), is by and between CGI Information Systems & Management Consultants, Inc., a Delaware corporation having offices at 600 Federal Street, Andover, Massachusetts, 01810 ("CGI"), and Kanawha Healthcare Solutions, Inc., a Tennessee corporation having offices at 210 South White Street, Lancaster, South Carolina, 29721 ("Kanawha").
CREDIT AGREEMENT among KMG AMERICA CORPORATION, as Borrower and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender $15,000,000 Revolving Credit Facility Dated as of December 21, 2006Credit Agreement • December 27th, 2006 • KMG America CORP • Life insurance • North Carolina
Contract Type FiledDecember 27th, 2006 Company Industry JurisdictionTHIS CREDIT AGREEMENT, dated as of December 21, 2006, is made among KMG AMERICA CORPORATION, a company incorporated under the laws of the Commonwealth of Virginia (“Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).
NOTE SETTLEMENT AGREEMENTNote Settlement Agreement • December 27th, 2006 • KMG America CORP • Life insurance • North Carolina
Contract Type FiledDecember 27th, 2006 Company Industry JurisdictionThis Note Settlement Agreement (this “Settlement Agreement”), dated as of December 21, 2006, is by and among KMG AMERICA CORPORATION, a Virginia corporation (“Maker”), THE SPRINGS COMPANY, a South Carolina corporation (“Shareholders’ Representative”), in its capacity as representative of the Sellers (“Sellers”) as defined in the Agreement (as defined below), Stanley D. Johnson (“SDJ”), SDJ Partners, LP, a Georgia limited partnership (“SDJP”), and Elliott S. Close (“Close”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMarch 14th, 2006 Company Industry JurisdictionThis Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement between KMG America Corporation and Kenneth U. Kuk, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Company”) and Kenneth U. Kuk (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.
METROPOLITAN LIFE INSURANCE COMPANY,Metropolitan Life • March 31st, 2005 • KMG America CORP • Life insurance
Contract Type FiledMarch 31st, 2005 Company IndustryThis Lease is made between Landlord and Tenant named in Article l as of the date set forth therein. Landlord and Tenant, in consideration of the covenants and agreements contained herein, agree as follows:
AMENDMENT NO. 1KMG America CORP • September 27th, 2004 • Life insurance
Company FiledSeptember 27th, 2004 IndustryThis Amendment No. 1 to the Outsourcing Services Agreement of November 11, 2003 by and between CGI Information Systems & Management Consultants, Inc., a Delaware corporation having offices at 600 Federal Street, Andover, Massachusetts, 01810 ("CGI"), and Kanawha Healthcare Solutions, Inc, a Tennessee corporation having offices at 210 South White Street, Lancaster, South Carolina, 29721 ("Kanawha"), is effective April 1, 2004.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2007 • KMG America CORP • Life insurance • Virginia
Contract Type FiledMarch 14th, 2007 Company Industry JurisdictionThis Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Thomas D. Sass, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Thomas D. Sass (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • November 5th, 2004 • KMG America CORP • Life insurance
Contract Type FiledNovember 5th, 2004 Company IndustryThis Amendment No. 1 to Amended and Restated Stock Purchase Agreement (this "Amendment") is made as of November 4, 2004, by and among KMG America Corporation, a Virginia corporation ("Buyer"), the holders of all of the outstanding shares of capital stock of Kanawha Insurance Company, a South Carolina corporation (the "Company"), identified on Schedule A to the Amended and Restated Agreement (as defined herein) (each a "Shareholder" and collectively, the "Shareholders"), represented by The Springs Company pursuant to Section 2.7 of the Amended and Restated Agreement (as defined herein), and the holders of all of the options to purchase the outstanding shares of capital stock of the Company identified on Schedule A to the Amended and Restated Agreement (as defined herein) (collectively, the "Optionholder", and together with the Shareholders, "Sellers").