EXHIBIT 10.3
AGREEMENT OF TERMINATION OF THE SHAREHOLDERS' AGREEMENT
This Agreement of Termination of the Shareholders' Agreement ("Termination
Agreement"), dated as of this ____ day of November, 2001 (the "Effective Date"),
is made by and among Healthaxis Inc., a Pennsylvania corporation (the
"Company"), UICI, a Delaware corporation ("UICI"), Xxxxxxx Xxxxxx, a Texas
resident ("Xxxxxx"), and Xxxxx X. Xxxxxxx, a Pennsylvania resident ("Xxxxxxx")
(collectively, the "Parties", and each, a "Party").
RECITALS
WHEREAS, as a condition to the consummation of the Amended and Restated
Agreement and Plan of Merger, dated as of October 26, 2000, each of the Company,
UICI, Xxxxxx and Xxxxxxx entered into that certain Shareholders' Agreement dated
as of January 26, 2001, which terminated that certain Shareholders' Agreement
dated January 7, 2000, by and among Xxxxxxxxxx.xxx, Inc., the Company, UICI and
other parties thereto; and
WHEREAS, the Parties mutually agree that it is in the best interests of the
Company, UICI, Xxxxxx and Xxxxxxx to now terminate the Shareholders' Agreement
dated as of January 26, 2001, provided that UICI agrees to enter into that
certain Proxy Agreement dated as of November 7, 2001; and
WHEREAS, the Shareholders' Agreement provides that the Shareholders' Agreement
may be terminated upon the written agreement of each of the Parties thereto.
NOW THEREFORE, in consideration of the foregoing and the mutual agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
I. TERMINATION. Pursuant to Section 6 of the Shareholders' Agreement, the
Shareholders' Agreement shall terminate upon the written agreement of each of
the parties thereto. The Parties hereby agree to terminate the Shareholders'
Agreement upon the Effective Date of this Termination Agreement.
II. UICI Proxy. UICI hereby agrees to enter into that certain Proxy Agreement
dated November 7, 2001, whereby in the event the Amended and Restated Voting
Trust Agreement dated January 26, 2001, is terminated, then a proxy is granted
to the majority of the Board of Directors for the sole purpose of electing
nominees to the Board of Directors of Healthaxis Inc., subject to the terms and
conditions of the Proxy Agreement.
III. REPRESENTATION AND WARRANTY. Each Party hereto represents and warrants that
it has not assigned or transferred any rights or obligations under the
Shareholders' Agreement to any other party.
IV. AMENDMENTS AND WAIVERS. The provisions of this Termination Agreement may be
amended or waived only upon the written agreement of each of the Parties.
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V. COUNTERPARTS. This Termination Agreement may be executed in several
counterparts, each of which when fully executed shall be an original, and all
such counterparts taken together shall be deemed to constitute one and the same
agreement. Delivery of any signature page via telecopy or other electronic
facsimile transmission shall be deemed equivalent to physical delivery of the
original signature page. Any signature page of any counterpart hereof, whether
bearing an original signature or an electronic facsimile transmission of a
signature, may be appended to any other counterpart hereof to form a completely
executed counterpart hereof.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
UICI
By: _________________________
Xxxxxxx X. Xxxx
President & CEO
HEALTHAXIS INC.
By: _________________________
Xxxxx X. XxXxxx
Chairman, President & CEO.
XXXXXXX XXXXXX
By: _________________________
Xxxxxxx Xxxxxx
XXXXX X. XXXXXXX
By: _________________________
Xxxxx X. Xxxxxxx
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