EXHIBIT 10.4
PROXY AGREEMENT
This Proxy Agreement made this _____ day of ________________, 2001 ("Proxy
Agreement"), by and between UICI, a Delaware corporation ("UICI"), and
Healthaxis Inc., a Pennsylvania corporation ("HAXS") (UICI and HAXS collectively
sometimes referred to herein as the "Parties").
WHEREAS, UICI, HAXS, Xxxxxxx Xxxxxx and Xxxxx X. Xxxxxxx have entered into that
certain Shareholders' Agreement dated January 26, 2001 ("Shareholders'
Agreement"); and
WHEREAS, UICI, HAXS, Xxxxxxxxxx.xxx, Inc. and Xxxxxxx Xxxxxx, Xxxxxx X. Xxxxxxx
and Xxxxxx X. XxXxxxx, Xx., as Trustees, have entered into that certain Amended
and Restated Voting Trust dated January 26, 2001 Agreement ("Voting Trust
Agreement"), pursuant to which the Trustees thereunder have certain rights with
respect to 8,581,714 shares of HAXS common stock with respect to which UICI
holds an economic interest; and
WHEREAS, in consideration of the termination of that certain Shareholders'
Agreement and in the event of termination of the Voting Trust Agreement, the
Parties desire to enter into an agreement that provides that certain voting
rights of UICI be cast consistent with the intent of the majority of directors
of HAXS for the sole purpose of the election of directors to the Board of HAXS.
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. Effective Date; Condition Precedent - This Proxy shall be effective
upon such time as the Shareholders' Agreement and the Voting Trust
Agreement are both terminated (the "Effective Date").
II. Limited Proxy Right - Upon the Effective Date, UICI hereby constitutes
and appoints the Board of Directors of HAXS, as attorneys-in-fact and
proxies of UICI, with full power of substitution for and in the name,
place and stead of UICI to appear at the annual meeting of stockholders
of HAXS, and at any postponement or adjournment thereof, and to vote
thirty-three and one-third percent (33 1/3%) of the number of shares of
HAXS held of record from time to time by UICI or its Affiliates (as
such term is hereinafter defined) for the sole purpose of electing
directors to the Board of Directors of HAXS, with all the powers and
authority UICI would possess if personally present. The voting rights
granted by UICI hereunder shall require the votes to be cast in favor
of the nominees that a majority of the directors shall have recommended
stand for election. This Agreement does not confer upon the proxies a
voting right for any other purpose. For purposes hereof, (a) an
"Affiliate" of UICI shall be any Person controlling, controlled by, or
under common control with, UICI, and (b) a "Person" shall mean any
individual, corporation, proprietorship, firm, partnership, limited
partnership, limited liability company, trust, association or other
entity.
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III. Termination - This Proxy shall terminate at the earlier to occur of (i)
the tenth anniversary of the Effective Date, (ii) such date as UICI
beneficially holds less than twenty five percent (25%) of the
outstanding shares of common stock of HAXS on a fully diluted basis,
(iii) such date as any Person or Persons acting as a "group" (within
the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as
amended) beneficially holds a greater percentage of the outstanding
shares of HAXS common stock on a fully diluted basis than the
percentage beneficially owned by UICI, or (iv) the filing by HAXS of a
voluntary petition in bankruptcy or the filing by a third party of an
involuntary petition in bankruptcy with respect to HAXS.
IV. Not a Transfer Restriction. Nothing hereunder shall be deemed to
constitute a restriction on the right of UICI to assign, transfer or
dispose of its shares of HAXS (including shares of HAXS subject to this
Proxy) at such time, in such manner and to such Persons as it in its
sole discretion may determine, provided that any such assignment,
transfer or disposition will at all times be made in compliance with
applicable state and federal securities and other laws. It is agreed
and understood that, except with respect to any such assignment,
transfer or disposition made to a Person constituting an Affiliate of
UICI, the shares of HAXS so assigned, transferred or disposed of shall
not be subject to the provisions of this Proxy.
V. Successors and Assigns. This Proxy is non-assignable and
non-transferable. This Proxy shall survive any merger or other business
combination whereby HAXS is the surviving corporation.
[Rest of Page Left Intentionally Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and delivered as of the date first above written.
UICI
BY: ____________________________
NAME: ____________________________
TITLE: ____________________________
HEALTHAXIS INC.
BY: ____________________________
NAME: ____________________________
TITLE: ____________________________
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