BY AND AMONGStock Purchase Agreement • July 31st, 2002 • Independence Holding Co • Life insurance • New York
STOCK AGREEMENT dated as of July 30, 2002 betweenStock Agreement • July 31st, 2002 • Independence Holding Co • Life insurance • Delaware
DISTRIBUTION AGREEMENTDistribution Agreement • January 10th, 1997 • Independence Holding Co • Life insurance • Delaware
AMENDED AND RESTATED OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • April 9th, 2020 • Independence Holding Co • Life insurance • New York
This Amended and Restated Officer Employment Agreement (this “Agreement”), by and between AMIC Holdings, Inc., a Delaware corporation (the “Company”), and Mr. Vincent Furfaro, an individual resident in the State of New Jersey (the “Employee”), is made as of March 24, 2020.
EXHIBIT 10(iii)(A)(6) STOCK APPRECIATION RIGHTS AGREEMENT STOCK APPRECIATION RIGHTS AGREEMENT dated as of ___________ between Independence Holding Company, a Delaware corporation (the "Company"), and ___________, an employee of the Company (the...Stock Appreciation Rights Agreement • August 13th, 1999 • Independence Holding Co • Life insurance
ARTICLE 1 DEFINITIONSStock Purchase Agreement • July 31st, 2002 • Independence Holding Co • Life insurance • New York
SALE BONUS AGREEMENTSale Bonus Agreement • March 16th, 2020 • Independence Holding Co • Life insurance • New York
THIS SALE BONUS AGREEMENT (this “Agreement”) is dated as of October 15, 2019 by and between Independence American Holdings Corp., a Delaware corporation (“IAHC”), and the undersigned executive (the “Executive”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among RELIANCE STANDARD LIFE INSURANCE COMPANY, INDEPENDENCE CAPITAL CORP., and INDEPENDENCE HOLDING COMPANY, and Dated as of July 29, 2021Stock Purchase Agreement • November 9th, 2021 • Independence Holding Co • Life insurance • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2007 • Independence Holding Co • Life insurance • Minnesota
This Amended and Restated Employment Agreement (“Agreement“) is made and entered into as of January 1, 2007 (the “Effective Date“) between Independence Holding Company, a Delaware company (the “IHC“) and Jeffrey Smedsrud (the “Executive“).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2010 • Independence Holding Co • Life insurance • California
This Amended and Restated Executive Employment Agreement (this “Agreement”), by and among Independence Holding Company, a Delaware corporation (“IHC”), Actuarial Management Corporation, a California corporation (the “Company”), and Mr. Bernon R. Erickson, Jr., an individual resident in the State of California (the “Executive”), is made as of March 25, 2010.
ARTICLE 2 REGISTRATION RIGHTSRegistration Rights Agreement • July 31st, 2002 • Independence Holding Co • Life insurance
ContractOfficer Employment Agreement • August 9th, 2021 • Independence Holding Co • Life insurance • Connecticut
This Officer Employment Agreement (this "Agreement"), by and between Independence Holding Company, a Delaware corporation (the "Company"), and Ms. Colleen Maggi, an individual resident in the State of New York (the "Employee"), is made as of May 20, 201 1.
OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • March 15th, 2019 • Independence Holding Co • Life insurance • New Jersey
This Officer Employment Agreement (this “Agreement”), by and among Independence Holding Company, a Delaware corporation (the “Guarantor” or “IHC”), Standard Security Life Insurance Company of New York, a New York corporation (the “Company”), and Mr. Vincent Furfaro, an individual resident in the State of New York (the “Employee”), is made as of June 22, 2015.
DEFERRED COMPENSATION AGREEMENT FOR PERFORMANCE BONUSDeferred Compensation Agreement • June 22nd, 2005 • Independence Holding Co • Life insurance • Delaware
OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • April 22nd, 2011 • Independence Holding Co • Life insurance • Minnesota
This Officer Employment Agreement (this “Agreement”), by and among Independence Holding Company, a Delaware corporation (the “Guarantor” or “IHC”), IHC Health Solutions, Inc., an Indiana corporation (the “Company”), and Mr. Jeffrey C. Smedsrud, an individual resident in the State of Minnesota (the “Employee”), is made as of April 18, 2011.
INDEPENDENCE HOLDING COMPANY Restricted Share Award AgreementRestricted Share Award Agreement • June 21st, 2006 • Independence Holding Co • Life insurance • Delaware
You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement” or “Award”), and in the Independence Holding Company 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
INDEPENDENCE HOLDING COMPANY Stock Option Award AgreementStock Option Award Agreement • June 21st, 2006 • Independence Holding Co • Life insurance • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Independence Holding Company (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Independence Holding Company 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.
AMENDMENT NO. 3 TO RETIREMENT BENEFIT AGREEMENTRetirement Benefit Agreement • January 7th, 2009 • Independence Holding Co • Life insurance
Amendment No. 3 (“Amendment No. 3”), dated as of December 31, 2008, to the Retirement Benefit Agreement by and between Independence Holding Company (“IHC”) and Mr. Roy T.K. Thung (“Thung”), dated September 30, 1991 (the “Agreement”), as amended pursuant to Amendment No. 1 to Retirement Benefit Agreement, dated December 20, 2002, by and between IHC and Thung (“Amendment No. 1”) and Amendment No. 2 to Retirement Benefit Agreement, dated June 17, 2005, by and between IHC and Thung (“Amendment No. 2”). For good and valuable consideration, the parties hereto agree as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 23rd, 2008 • Independence Holding Co • Life insurance • Delaware
This Indemnity Agreement (this “Agreement”), by and among Independence Holding Company, a Delaware corporation (“IHC”), Mr. Stephen A. Wood, an individual resident in the State of New York (“Stephen”), Mr. Scott M. Wood, an individual resident in the State of Arizona (“Scott”), SAW Trust, dated April 1, 1991, an Arizona trust (“SAW”), and SAW Trust I, dated November 1, 1986, an Arizona trust (“SAW I”), is made as of May 16, 2008. Stephen, Scott, SAW and SAW I are collectively referred to herein as the “Indemnifying Parties.” IHC and its Representatives, stockholders, controlling persons, and Affiliates are collectively referred to herein as the “Indemnitees,” and each an “Indemnitee.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 16th, 2006 • Independence Holding Co • Life insurance • Arizona
This Stock Purchase Agreement (“Agreement”) is made as of January 23, 2006, by and among Scott M. Wood, Steven A. Wood, individually and as Trustees on behalf of the Trusts listed as shareholders on Schedule 2.1 (“Sellers”), IAC Holding Corp. (“Buyer”) and Independence Holding Company (“IHC”).
FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 9th, 2021 • Independence Holding Co • Life insurance
This FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of June 28, 2021, is by and among Independence American Holdings Corp., a Delaware corporation (“Parent”), IHC SB Holdings, LLC, a Delaware limited liability company (“Seller”), Iguana PP Holdings, Inc., a Delaware corporation (“Purchaser”), Iguana Capital, Inc., a Delaware corporation (“Purchaser Parent”), and JAB Holdings B.V., a private limited liability company incorporated under the laws of the Netherlands (“JAB Holdings”) (solely for purposes of Section 9.12 of the Stock Purchase Agreement and the other provisions of Article IX of the Stock Purchase Agreement). JAB Holdings, Purchaser, Purchaser Parent, Parent and Seller are collectively referred to herein as the “Parties” and each, a “Party”.
SUPPORT AGREEMENTSupport Agreement • November 9th, 2021 • Independence Holding Co • Life insurance • Delaware
This SUPPORT AGREEMENT (this “Agreement”), is dated as of November [●], 2021, by and among Independence Holding Company, a Delaware corporation (the “Company”) and the stockholder listed on Annex A hereto (the “Stockholder”).
INDEMNITY REINSURANCE AGREEMENTIndemnity Reinsurance Agreement • August 8th, 2013 • Independence Holding Co • Life insurance • New York
AGREEMENT OF JOINT FILINGJoint Filing Agreement • August 17th, 2016 • Independence Holding Co • Life insurance
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Amendment to Schedule 13D (the “Amendment”) to which this Agreement is attached as an exhibit, and agree that such Amendment, as so filed, is filed on behalf of each of them.
ASSIGNMENT AND ASSUMPTION WITH NOVATION AND AMENDMENT OF OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • March 15th, 2019 • Independence Holding Co • Life insurance • New York
This Assignment and Assumption with Novation and Amendment of Officer Employment Agreement (this “Agreement”), by and among Standard Security Life Insurance Company of New York, a New York corporation (“Assignor”), AMIC Holdings, Inc., a Delaware corporation (“Assignee”), and Mr. David Kettig, an individual resident in the state of New York (the “Employee”), is made as of January 1, 2017 (the “Effective Date”). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Employment Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among INDEPENDENCE HOLDING COMPANY, GENEVE HOLDINGS, INC., and GENEVE ACQUISITION CORP. Dated as of November 9, 2021Merger Agreement • November 9th, 2021 • Independence Holding Co • Life insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 9, 2021, is entered into by and among Independence Holding Company, a Delaware corporation (the “Company”), Geneve Holdings, Inc., a Delaware corporation (“Parent”), and Geneve Acquisition Corp., a Delaware corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”). Capitalized terms used in this Agreement have the meanings ascribed to them in Article 1.
INDEPENDENCE HOLDING COMPANY Stock Option Award Agreement for Agents, Consultants and Advisors Award No. __________Stock Option Award Agreement • May 24th, 2006 • Independence Holding Co • Life insurance • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Independence Holding Company (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement”) and in the Independence Holding Company 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.
AMENDMENT NO. 2 TO RETIREMENT BENEFIT AGREEMENTRetirement Benefit Agreement • June 22nd, 2005 • Independence Holding Co • Life insurance
The Amendment No. 2 dated June 17, 2005, to the Retirement Benefit Agreement between Independence Holding Company and Mr. Roy T.K.Thung dated September 30, 1991, as amended by Amendment 1, dated December 20, 2002 (the "Agreement"). For good and valuable consideration, the parties hereto agree as follows:
OFFICER EMPLOYMENT AGREEMENTOfficer Employment Agreement • April 22nd, 2011 • Independence Holding Co • Life insurance • California
This Officer Employment Agreement (this “Agreement”), by and among Independence Holding Company, a Delaware corporation (the “Guarantor” or “IHC”), Actuarial Management Corporation, a California corporation (the “Company”), and Mr. Bernon R. Erickson, Jr., an individual resident in the State of California (the “Employee”), is made as of April 18, 2011.
INDEPENDENCE HOLDING COMPANY Stock Option Award AgreementStock Option Award Agreement • November 16th, 2016 • Independence Holding Co • Life insurance • Delaware
You (the “Participant”) are hereby awarded the following stock option (the “Option”) to purchase Shares of Independence Holding Company (the “Company”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “Award Agreement” or “Award”) and in the Independence Holding Company 2016 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A hereto. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option.
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 7th, 2009 • Independence Holding Co • Life insurance • California
This Amendment to Executive Employment Agreement (this “Amendment”), by and between Independence Holding Company, a Delaware corporation (the “Company”), and Mr. Bernon R. Erickson, Jr., an individual resident in the State of California (“Executive”), is made as of December 31, 2008.
AGREEMENT OF JOINT FILINGJoint Filing Agreement • July 9th, 2010 • Independence Holding Co • Life insurance
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned persons hereby agree to file with the Securities and Exchange Commission the Amendment to Schedule 13D (the “Amendment”) to which this Agreement is attached as an exhibit, and agree that such Amendment, as so filed, is filed on behalf of each of them.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 9th, 2007 • Independence Holding Co • Life insurance • California
This Executive Employment Agreement (this “Agreement”), by and between Independence Holding Company, a Delaware corporation (the “Company”), and Mr. Bernon R. Erickson, Jr., an individual resident in the State of California (“Executive”), is made as of April 1, 2007.
INDEPENDENCE HOLDING COMPANY Restricted Share Award Agreement for Agents, Consultants and Advisors Award No. __________Restricted Share Award Agreement • May 24th, 2006 • Independence Holding Co • Life insurance • Delaware
You are hereby awarded Restricted Shares subject to the terms and conditions set forth in this Restricted Share Award Agreement (“Award Agreement” or “Award”), and in the Independence Holding Company 2006 Stock Incentive Plan (the “Plan”), which is attached hereto as Exhibit A. You should carefully review these documents, and consult with your personal financial advisor, in order to fully understand the implications of this Award, including your tax alternatives and their consequences.
SAR Award AgreementSar Award Agreement • November 16th, 2016 • Independence Holding Co • Life insurance • Delaware
You (the “Participant”) are hereby awarded Share Appreciation Rights subject to the terms and conditions set forth in this agreement (the “Award Agreement” or “Award”) and in the Independence Holding Company 2016 Stock Incentive Plan (“Plan”). A copy of the Plan is attached as Exhibit A hereto. You should carefully review these documents and consult with your personal financial advisor before exercising this Award.
