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EXHIBIT 99.4
STOCK SUBSCRIPTION AGREEMENT
This STOCK SUBSCRIPTION AGREEMENT (this "Agreement") is made as of
, 1998, by and between SUPERIOR NATIONAL INSURANCE GROUP, INC., a
Delaware corporation (the "Company"), and , an individual (the
"Purchaser").
In consideration of the mutual covenants and conditions contained herein,
the parties agree as follows:
1. Sale and Purchase of Stock. The Company hereby sells to the Purchaser,
subject to the conditions and restrictions contained in this Agreement and in
the Company's 1995 Stock Incentive Plan (the "1995 Plan"), and the Purchaser
hereby purchases, shares (the "Shares") of the Company's common stock,
par value $.01 per share (the "Common Stock"), upon payment of the subscription
price of $16.75 per share (the "Subscription Price"). In payment for the Shares,
the Purchaser shall deliver to the Company any combination of (i) cash, (ii) a
certified or cashier's check, or (iii) a secured promissory note (the
"Promissory Note"), together with a stock pledge agreement (the "Stock Pledge
Agreement"), in the amount of the purchase price (unless some other form of
consideration is specifically authorized pursuant to Section 7 of the 1995
Plan).
2. Shares Non-Transferrable. Except as otherwise provided in this
Agreement, the Purchaser may not sell, transfer, assign, pledge, hypothecate or
otherwise dispose of or encumber any of the Shares, or any right or interest
therein (collectively referred to as a "Transfer") until the first anniversary
of this Agreement; provided, however, that the Transfer of any Shares must be in
accordance with the Stock Pledge Agreement, if applicable. Any purported
Transfer not in compliance with this Agreement and the Stock Pledge Agreement
shall be null and void.
3. Escrow, Shareholder Rights. To assure compliance with the terms of this
Agreement, the certificates evidencing the Shares shall be delivered to and
deposited with the Secretary of the Company, as escrow agent (the "Escrow
Agent"), along with a stock assignment executed in blank by the Purchaser for
each certificate representing the Shares. The Shares represented by any
certificate are to be held by the Escrow Agent for so long as Section 2
continues to apply to such Shares. Subject to compliance with the provisions of
Section 2 of this Agreement, the registered holder of each certificate
representing the Shares shall retain all rights and privileges of ownership of
those Shares that are held in escrow, except that while such Shares are held in
escrow, the Escrow Agent shall vote such Shares in a shareholder vote or
election in the same proportion as the other Common Stock of the Company voting
in such matters and not subject to escrow.
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4. Investment Representations. The Purchaser represents and warrants to the
Company that he or she is acquiring the Shares for his or her account for
investment purposes and not with a view to or for sale in connection with any
distribution of the Shares.
5. Termination. This Agreement shall terminate with respect to each of the
Shares upon the restrictions on the transfer of such shares as set forth in
Section 2 of this Agreement and under the terms of the Stock Pledge Agreement
are no longer applicable.
6. Miscellaneous.
6.1 Legends on Certificates. Certificates evidencing the Shares shall bear
such legends and shall be subject to such restrictions on transfer as the
Company may reasonably deem necessary to comply with the Agreement, the Stock
Pledge Agreement, and all applicable state and federal securities laws and
regulations.
6.2 No Right to Employment. This Agreement shall not confer upon the
Purchaser any right to employment or continuance of performance of services for
the Company or any affiliate of the Company. Purchaser acknowledges and agrees
that, unless otherwise provided for by an employment or consulting agreement or
other similar agreement entered into between the Purchaser and the Company or
any affiliate of the Company, his or her employment with the Company is not for
any fixed term and that it will continue only at the will of both Purchaser and
the Company.
6.3 Further Assurances. Each party hereto agrees to perform any further
acts and to execute and deliver any document which may be reasonably necessary
to carry out the intent of this Agreement.
6.4 Binding Agreement. This Agreement shall bind and inure to the benefit
of the successors, assigns, personal representatives, heirs and legatees of the
Purchaser and the Company.
6.5 Other Restrictions on Transfers. The restrictions on transfer set
forth in this Agreement are in addition to any and all restrictions on transfer
of shares imposed pursuant to any applicable state or federal law or regulation
or the 1995 Plan.
6.6 Notice. Except as otherwise provided herein, all notices, requests,
demands and other communications under this Agreement shall be in writing, and
if by telegram or telecopy, shall be deemed to have been validly served, given
or delivered when sent, or if by personal delivery or messenger or courier
service, or by registered or certified mail, shall be deemed to have been
validly served, given or delivered upon actual
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delivery, at the following addresses, telephone and facsimile numbers (or such
other address(es), telephone and facsimile numbers a party may designate for
itself by like notice):
If to Company:
Superior National Insurance Group, Inc.
00000 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to Purchaser:
____________________________
____________________________
____________________________
7. Amendments. This Agreement may be amended at any time by the written
agreement and consent of all the parties hereto.
8. Governing Law. This Agreement is made in the State of California, and
shall be governed by and construed in accordance with the laws of said State.
9. Disputes. In the event of any dispute among the parties arising out of
this Agreement, the prevailing party shall be entitled to recover from the
nonprevailing party the reasonable expenses of the prevailing party, including,
without limitation, reasonable attorneys' fees.
10. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties pertaining to the subject matter hereof and
supersedes any and all prior agreements, whether written or oral, relating
thereto.
11. Headings. Introductory headings at the beginning of each section of
this Agreement are solely for the convenience of the parties and shall not be
deemed to be a limitation upon or description of the contents of any such
section and subsections of this Agreement.
12. Counterparts. This Agreement may be executed in two counterparts, each
of which shall be deemed an original and both of which, when taken together,
shall constitute one and the same Pledge Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
PURCHASER: SUPERIOR NATIONAL INSURANCE
GROUP, INC.
----------------------------------------------------- By:
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Its:
Address: -------------------------------------------------
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----------------------------------------------------- Address:
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00000 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
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