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EXHIBIT 10.1
DIRECTORS AGREEMENT
THIS AGREEMENT is made and entered May 19, 1997, by and among RISCORP,
Inc., a Florida corporation ("RISCORP"), Xxxxxxx X. Xxxxxxx ("Xxxxxxx"),
Xxxxxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxxx ("Revell"), Seddon Xxxxx, Jr.
("Xxxxx"), and Xxxxxx X. Xxxxxx III ("Xxxxxx").
WHEREAS; the individual parties hereto constitute the Board of Directors
of RISCORP;
WHEREAS; Xxxxxxx is the beneficial owner of 22,176,052 shares of RISCORP
capital stock (the "shares") entitling him to 87% of the vote of all of the
outstanding capital stock; and
WHEREAS; the parties hereto wish to agree to certain governance
provisions regarding the future make-up of the Board as hereafter provided,
NOW, THEREFORE, in consideration of the premises hereafter contained, the
parties hereto, intending to be legally bound hereby agree as follows:
1. So long as Xxxxxxx is a director, he will be Chairman of the
Board.
2. Xxxxxxx will vote all the shares for each of the individual
parties hereto for director at the 1997 annual shareholders meeting of RISCORP.
3. Until RISCORP's annual shareholders meeting in 1998, the parties
will not cause any person who is not a party hereto to become a director, unless
such person is approved in advance by all of the parties hereto.
4. Until RISCORP's annual shareholders meeting in 1998, Xxxxxxx
agrees to refrain from taking any action in his capacity as a stockholder of
RISCORP, to remove any director of RISCORP and will vote his shares at all
meetings of stockholders for the election of directors in favor of the
individual parties hereto, and any other person or persons where
nomination has the approval of all of the parties hereto.
5. This Agreement shall terminate and be of no further force or
effect on the earlier to occur of May 31, 1999, or on such date Xxxxxx is no
longer the Chief Executive Officer of RISCORP.
RISCORP, Inc.
By /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
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/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxxxx X. Xxxxxx
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Xxxxxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Seddon Xxxxx, Jr.
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Seddon Xxxxx, Jr.
/s/ Xxxxxx X. Xxxxxx III
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Xxxxxx X. Xxxxxx III
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