Exhibit 10.1
EMPLOYEE BENEFITS AGREEMENT
This EMPLOYEE BENEFITS AGREEMENT (the "Agreement") is dated as of
September ___, 1998 by and between United Wisconsin Services, Inc.,
("UWS") a Wisconsin corporation, and Newco/UWS, Inc. ("Newco/UWS"), a Wisconsin
corporation, which is a newly created corporation.
WHEREAS, the Board of Directors of UWS has decided to transfer certain
business and subsidiaries to Newco/UWS, distribute all of the stock of Newco/UWS
to the shareholders of UWS in a transaction intended to qualify under Section
355 of the Code (the "Distribution") and change the name of UWS to American
Medical Security Group, Inc. ("AMSG");
WHEREAS, in connection with the Distribution, UWS, and Newco/UWS desire
to provide for the allocation of assets and liabilities and other matters
relating to employee benefit plans and compensation arrangements;
WHEREAS, in connection with the Distribution, all of the employees
currently employed by UWS will become employees of Newco/UWS and it is therefore
appropriate to transfer sponsorship of substantially all benefit plans sponsored
by UWS to Newco/UWS;
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, UWS and Newco/UWS agree as follows:
SECTION 1. DEFINITIONS
As used in this Agreement the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the term defined):
1. AMSG DIRECTOR: any director of AMSG immediately after the Effective Date.
2. AMSG EMPLOYEE: any individual who immediately after the Effective Date is an
employee of a member of the AMSG Group.
3. AMSG FORMER EMPLOYEE: any terminated employee of an employer in the AMSG
Group or any predecessor of such employer other than a Newco/UWS Former
Employee.
4. AMSG GROUP: AMSG and the Subsidiaries of AMSG after the Effective Date.
5. AMSG INDEMNITEE: each member of the AMSG Group and each of their respective
directors, officers, employees and agents (but only in their capacities as such)
and each of the heirs, executors, successors and assigns of any of the
foregoing.
6. AMSG SUBSIDIARY: any subsidiary of AMSG after the Effective Date.
7. BCBSUW: Blue Cross & Blue Shield United of Wisconsin.
8. BENEFIT PLAN: any Plan, existing on or prior to the Effective Date which was
established by UWS or any member of the AMSG Group or the Newco/UWS Group, or
any predecessor or affiliate of any of the foregoing, to which UWS or any member
of the AMSG Group or the Newco/UWS Group contributes, has contributed, is
required to contribute or has been required to contribute, or under which any
employee, former employee, director or former director of any member of the AMSG
Group or the Newco/UWS Group or any predecessor or affiliate of the foregoing,
or any beneficiary thereof is covered, is eligible for coverage or has benefits
rights.
9. CODE: the Internal Revenue Code of 1986, as amended.
10. CURRENT PLAN YEAR: the plan year during which the Effective Date occurs.
11. DEFERRED COMPENSATION PLANS: the United Wisconsin Services, Inc. Voluntary
Deferred Compensation Plan, the UWSI Deferred Compensation Plan for Directors,
the Xxxxxx X. Xxxxx Supplemental Compensation Agreement, the Xxxxxx X. Xxxxxx
Employment and Noncompetition Agreement and any other deferred compensation
plans funded through the Deferred Compensation Trust.
12. DEFERRED COMPENSATION TRUST: the United Wisconsin Services, Inc. Deferred
Compensation Trust.
13. DISTRIBUTION DATE: the date on which the Distribution is made.
14. EFFECTIVE DATE: September _____, 1998.
15. ERISA: the Employee Retirement Income Security Act of 1974, as amended.
16. GROUP: the AMSG Group or the Newco/UWS Group.
17. LIABILITY: any debt, liability or obligation, whether absolute or
contingent, matured or unmatured, liquidated or unliquidated, accrued or
unaccrued, known or unknown, whenever arising, and whether or not the same would
properly be reflected on a balance sheet, and all costs and expenses related
thereto.
18. NEWCO/UWS COMMON STOCK: the common stock, no par value per share, of
Newco/UWS.
19. NEWCO/UWS DIRECTOR: any director of UWS prior to the Effective Date or of
Newco/UWS after the Effective Date.
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20. NEWCO/UWS EMPLOYEE: any individual who immediately after the Effective Date
is an employee of Newco/UWS.
21. NEWCO/UWS FORMER EMPLOYEE: any former employee of UWS or any Newco/UWS
Subsidiary or any predecessor of the foregoing who was terminated on or prior to
the Effective Date.
22. NEWCO/UWS GROUP: Newco/UWS and the corporations which are Newco/UWS
Subsidiaries after the Effective Date.
23. NEWCO/UWS INDEMNITEE: Each member of the Newco/UWS Group and each of their
respective directors, officers, employees and agents (but only in their
capacities as such) and each of the heirs, executors, successors and assigns of
any of the foregoing.
24. NEWCO/UWS SUBSIDIARy: any Subsidiary of Newco/UWS after the Distribution.
25. OTHER BENEFIT PLAN: any Benefit Plan sponsored or maintained by UWS prior to
the Effective Date other than a Transferred Retirement Plan, a Welfare Plan, the
UWS Nonqualified Compensation Plans, the UWS SAR Plan, the UWS Stock Option
Plans, the Supplemental Retirement Plan and the Deferred Compensation Plan.
26. PERSON: an individual, a partnership, a joint venture, a corporation, a
limited liability company, a trust, an unincorporated organization or a
government or any department or agency thereof.
27. PLAN: any bonus, incentive compensation, deferred compensation, pension,
profit sharing, retirement, stock option, stock purchase, stock ownership, stock
appreciation rights, phantom stock, leave of absence, layoff, vacation, day or
dependent care, legal services, cafeteria, life, health (including medical,
dental and vision care), accident, disability, severance pay, separation,
workers' compensation, travel, accident or other employee benefit plan,
practice, policy or arrangement of any kind (including, but not limited to, any
"employee benefit plan" (within the meaning of Section 3(3) of ERISA)).
28. SUBSIDIARY: a corporation more than 50% of the voting power of whose
outstanding voting securities are beneficially owned directly or indirectly by
another specified corporation.
29. SUPPLEMENTAL RETIREMENT PLAN: the UWSI/BCBSUW Supplemental Executive
Retirement Plan.
30. TRANSFERRED RETIREMENT PLANS: the UWSI/BCBSUW Salaried Pension Plan, the
UWSI/BCBSUW Hourly Pension Plan, the UWSI/BCBSUW 401(k) Plan and the UWSI/BCBSUW
Union Employees 401(k) Plan.
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31. UWS COMMON STOCK: the Common Stock, no par value per share, of UWS.
32. UWS NONQUALIFIED COMPENSATION PLANS: the nonqualified profit sharing plan
and management incentive plan currently maintained by UWS for its employees.
33. UWS SAR PLAN: the United Wisconsin Services, Inc. 1992 Stock-Appreciation
Rights Plan.
34. UWS STOCK OPTION PLANS: the United Wisconsin Services, Inc. Equity Incentive
Plan and the 1995 Directors Stock Option Plan of United Wisconsin Services, Inc.
35. WELFARE PLAN: any Plan which provides medical, health, disability, accident,
life insurance, death, dental or other welfare benefits, including any
post-employment benefits or retiree medical, life insurance or other such
benefits.
SECTION 2. OFFERS OF EMPLOYMENT; ASSUMPTION OF EMPLOYMENT AND SEVERANCE
(a) On or prior to the Effective Date, Newco/UWS shall offer to employ
each employee employed by UWS immediately prior to the Effective Date. The
employees to be offered employment by Newco/UWS shall include all active and
inactive employees, including all employees laid-off, disabled or on leave of
absence, unless their employment with UWS has been terminated prior to the
Effective Date. Newco/UWS is not obligated to employ any such employees of UWS
who decline employment with Newco/UWS, and AMSG shall not be obligated to
continue the employment of such employees. The Distribution shall not affect the
employment of any employee of a UWS subsidiary or a Newco/UWS Subsidiary.
(b) Newco/UWS and UWS agree that with respect to individuals who, in
connection with the Distribution, cease to be employees of UWS and become
employees of Newco/UWS, such cessation shall not be deemed a severance of
employment from either Group for purposes of any agreement that provides for the
payment of severance, salary continuation or similar benefits or stock
repurchase rights in connection with the Distribution, if and to the extent
appropriate.
(c) Newco/UWS shall have no responsibility or Liability whatsoever with
respect to the April 7, 1998 Employment Agreement between Xxxxxx X. Xxxxxx, UWS
and American Medical Security Holdings, Inc.
(d) Newco/UWS shall assume and be solely responsible for, and shall
indemnify AMSG against, all Liabilities and obligations whatsoever in connection
with claims made by or on behalf of Newco/UWS Employees or Newco/UWS Former
Employees relating to the
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termination or alleged termination of any such person's employment either
before, on or after the Effective Date.
(e) Newco/UWS shall assume and be solely responsible for any collective
bargaining agreements covering any Newco/UWS Employee and shall indemnify AMSG
against all Liabilities and obligations whatsoever in connection with such
collective bargaining agreements.
SECTION 3. GENERAL PRINCIPLES
Except as otherwise provided in this Employee Benefits Agreement, as of
the Effective Date:
(a) Newco/UWS will assume sponsorship of, and all liability under
(either singly or jointly with BCBSUW), all Benefit Plans and all other plans,
programs, policies and arrangements sponsored by UWS (or sponsored jointly by
UWS and BCBSUW) prior to the Effective Date (including all funding vehicles).
All UWS Subsidiaries will retain sponsorship of all Benefit Plans sponsored by
them prior to the Effective Date. All Newco/UWS Subsidiaries will retain
sponsorship of all Benefit Plans sponsored by them prior to the Effective Date.
(b) Newco/UWS will assume liability for employment-related claims
(including, but not limited to, harassment and discrimination) regardless of
when filed with respect to all Newco/UWS Employees, regardless of whether the
claimant was, prior to the Effective Date, a UWS employee.
(c) Except as otherwise provided herein, as of the Effective Date, all
benefit Liabilities relating to Newco/UWS Former Employees will be assumed by
Newco/UWS.
(d) Except as otherwise provided herein, the AMSG Group shall be solely
responsible for the payment of all Liabilities whatsoever arising with respect
to any AMSG Employee or AMSG Former Employee and attributable to any period on
and subsequent to the Effective Date and the Newco/UWS Group shall be solely
responsible for the payment of all Liabilities whatsoever arising with respect
to any Newco/UWS Employee or Newco/UWS Former Employee and attributable to any
period on and subsequent to the Effective Date.
(e) Unless otherwise provided herein, no provision of this Agreement
will be construed as requiring any member of the Newco/UWS Group or AMSG Group
to continue any plan, program, policy or arrangement for any period of time on
or after the Effective Date.
(f) Prior to the Effective Date, both UWS and Newco/UWS will amend its
respective plans, programs, policies and arrangements (whether newly
established, assumed or retained) to the extent necessary to reflect the
provisions of this Agreement. Prior to
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the Effective Date, UWS and Newco/UWS shall cooperate with each other and shall
take such actions as are necessary to effect Newco/UWS's assumption of the
Benefit Plans, including, but not limited to, actions necessary to assign to
Newco/UWS insurance contract service agreements and any other contracts relating
to such Benefit Plans.
SECTION 4. UWS NONQUALIFIED COMPENSATION PLANS
(a) Newco/UWS shall assume sponsorship of the UWS Nonqualified
Compensation Plans and shall be responsible for the payment of all Liabilities
under such plans and shall indemnify the AMSG Indemnitees in connection with
such Liabilities.
(b) Newco/UWS shall determine awards for Newco/UWS Employees (and
Newco/UWS Former Employees if applicable) under the UWS Nonqualified
Compensation Plans and shall make such payments to such Newco/UWS Employees (and
Newco Former Employees if applicable).
(c) For purposes of the UWS Nonqualified Compensation Plans,
individuals who, on the Effective Date, cease to be employees of UWS and become
Newco/UWS Employees shall not be deemed to have terminated employment under such
plans as a result of becoming Newco/UWS Employees.
SECTION 5. STOCK OPTIONS AND SARS
(a) AMSG shall take all action necessary to amend (if necessary), or
otherwise provide for adjustments of outstanding awards under the UWS Stock
Option Plans, so that each outstanding UWS option awarded to an AMSG
Employee, an AMSG Former Employee or an AMSG Director (but not including any
AMSG Director who also serves as a Newco/UWS Director) other than Xxxxxx X.
Xxxxxx ("Xxxxxx"), Xxxxxx X. Xxxxxx ("Xxxxxx") and Xxxxxxx X. Xxxxxxxx
("Xxxxxxxx"), will be adjusted effective as of the Effective Date by
multiplying the number of shares of UWS Common Stock subject to the option by
the AMSG Adjustment Factor and dividing the exercise price per share of the
option by the AMSG Adjustment Factor. For these purposes, the "AMSG
Adjustment Factor" is defined as the quotient obtained by dividing (x) the
closing market price of UWS Common Stock on the Distribution Date by (y) the
closing market price of AMSG Common Stock on the day immediately following
the Distribution Date. Each outstanding UWS option granted to a Newco/UWS
Employee, a Newco/UWS Former Employee, a BCBSUW employee or a Newco/UWS
Director other than Xxxxxx X. Xxxxx ("Hefty"), Xxxx X. Xxxxxx ("Xxxxxx") and
C. Xxxxxx Xxxxx ("Mordy"), shall be assumed by Newco/UWS under newly
established Newco/UWS Stock Option Plans and converted into options to
purchase Newco/UWS Stock. Except as provided in this Section 5, the Newco/UWS
Stock Option Plans will be substantially similar to the UWS Stock Option
Plans and shall not provide any additional benefits. Outstanding UWS Options
awarded to Newco/UWS Employees, Newco/UWS Former Employees, BCBSUW employees
and Newco/UWS Directors shall be converted into Newco/UWS
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Options by multiplying the number of shares of UWS Stock subject to
the Option by the Newco/UWS Adjustment Factor and dividing the exercise price by
the Newco/UWS Adjustment Factor. For these purposes the "Newco/UWS Adjustment
Factor" is defined as the quotient obtained by dividing (x) the closing market
price of UWS Common Stock on the Distribution Date by (y) the closing market
price of Newco/UWS Common Stock on the day immediately following the
Distribution Date. Newco/UWS shall establish a new stock option plan covering
both officers and directors. All options issued with respect to Newco/UWS Common
Stock shall be issued pursuant to this plan.
(b) Effective as of the Effective Date, UWS shall take all action
necessary to amend (if necessary) or otherwise provide for adjustments of
outstanding awards under the UWS SAR Plan, so that each outstanding UWS SAR
awarded to an AMSG Employee, an AMSG Former Employee or an AMSG Director will be
adjusted by multiplying the number of shares of UWS Common Stock subject to the
SAR by the AMSG Adjustment Factor and dividing the xxxxx xxxxx per share of the
option by the AMSG Adjustment Factor. Each outstanding UWS SAR granted to a
Newco/UWS Employee, a Newco/UWS Former Employee or a Newco/UWS Director shall be
assumed, effective as of the Effective Date, by Newco/UWS under a newly
established Newco/UWS SAR Plan and converted into SARS with respect to Newco/UWS
Common Stock. The Newco/UWS SAR Plan will be substantially similar to the UWS
SAR Plan and shall not provide any additional benefits. Outstanding UWS SARS
awarded to Newco/UWS Employees, Newco/UWS Former Employees and Newco/UWS
Directors shall be converted to Newco/UWS SARS by multiplying the number of SARS
by the Newco/UWS Adjustment Factor and dividing the xxxxx xxxxx by the Newco/UWS
Adjustment Factor.
(c) (i) HILLIARD, WEYERS, HEFTY, MORDY & XXXXXX As of the
Distribution, Hilliard, Weyers, Hefty, Mordy & Xxxxxx shall receive, for each
option each currently holds with respect to one share of UWS Common Stock, an
option with respect to one share of AMSG Common Stock and an option with
respect to one share of Newco/UWS Common Stock. The Options with respect to
AMSG Common Stock which are issued to Hefty, Mordy & Xxxxxx shall continue to
be issued under the UWS Stock Option Plans. The Options with respect to AMSG
Common Stock which are issued to Xxxxxxxx and Xxxxxx shall continue to be
issued by AMSG. The exercise price of each option received with respect to
each share of AMSG Common Stock shall be the exercise price of the option
prior to the Distribution divided by the AMSG Adjustment Factor. The Options
with respect to Newco/UWS Common Stock which are issued to Hefty, Mordy &
Xxxxxx shall be issued under the newly established Newco/UWS Stock Option
Plans. The Options with respect to Newco/UWS Common Stock which are issued to
Xxxxxxxx and Xxxxxx shall be issued by Newco/UWS. The exercise price of each
option received with respect to Newco/UWS Common Stock shall be the exercise
price of the Option prior to the Distribution divided by the Newco/UWS
Adjustment Factor. (ii) XXXXXX As of the Distribution, Xxxxxx shall receive,
for each option granted to him with respect to one share of UWS Common Stock
on December 6, 1995 an option with respect to one share of AMSG Common Stock
and an option with respect to one share of Newco/UWS Common Stock. The
Options with respect to AMSG Common Stock shall continue to be issued under
the UWS Stock Option Plans. The Options with respect to Newco/UWS Common
Stock shall be issued under the newly established Newco/UWS Stock Option
Plans. The exercise price of each option received with respect to each share
of AMSG Common Stock shall be the exercise price of the option prior to the
Distribution divided by the AMSG Adjustment Factor. The exercise price of
each option received with respect to Newco/UWS Common Stock shall be the
exercise price of the options
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prior to the Distribution divided by the Newco/UWS Adjustment Factor. All
other options Xxxxxx has received with respect to UWS Stock shall be adjusted
effective as of the Effective Date by multiplying the number of shares of UWS
Common Stock subject to the option by the AMSG Adjustment Factor and dividing
the exercise price by the AMSG Adjustment Factor. Such Options which are
issued pursuant to the UWS Stock Option Plans shall continue to be issued
pursuant to such plans and such Options which are not issued pursuant to the
UWS Stock Option Plans shall continue to be issued outside of the UWS Stock
Option Plans. (iii) The termination of employment provisions contained in the
UWS Stock Plans or the newly established Newco/UWS Stock Option Plans shall
be applied to any option received pursuant to this subsection which is not
granted by the individual's actual employer (or a member of such employer's
Group) based on the individual's termination of employment with his actual
employer.
(d) Newco/UWS shall indemnify the AMSG Indemnitees in connection with
any Liabilities assumed by Newco/UWS relating to the UWS Stock Option Plan and
the UWS SAR Plans.
SECTION 6. TRANSFERRED RETIREMENT PLANS
(a) Effective on the Effective Date, Newco/UWS shall assume sponsorship
(with BCBSUW) of the Transferred Retirement Plans and the related trusts. Each
Transferred Retirement Plan shall continue to provide benefits for all
individuals who, immediately prior to the Effective Date, were participants in
such Plan. To the extent the benefits were provided prior to the Effective Date,
Newco/UWS agrees that each such participant shall continue to be, to the extent
applicable, entitled, for all purposes under the Transferred Retirement Plans
(including, without limitation, eligibility, vesting and benefit accrual), to be
credited with the compensation and term of service credited to such participant
as of the Effective Date under the terms of the Transferred Retirement Plan as
if such service had been rendered to Newco/UWS and had originally been credited
to such participant under the Transferred Retirement Plan and shall have the
same accrued benefit under the Transferred Retirement Plan immediately following
the Effective Date as was accrued under the Transferred Retirement Plan as of
the Effective Date. AMSG shall, as soon as practicable after the Effective Date,
provide Newco/UWS with such additional information (in the possession of AMSG
and not already in the possession of Newco/UWS) as may be requested by Newco/UWS
and necessary in order for the Newco/UWS Group to assume and administer the
Transferred Retirement Plans. The UWSI/BCBSUW 401(k) Plan shall continue to
permit participants to invest in AMSG Common Stock, as an investment option,
through the 1999 Plan Year.
(b) From and after the Effective Date, the AMSG Group shall cease to
have any Liability whatsoever with respect to participants under the Transferred
Retirement Plans. The Newco/UWS Group shall assume or retain sole responsibility
for, and shall indemnify the AMSG Indemnitees with respect to, all Liabilities
under the Transferred Retirement Plans.
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SECTION 7. SUPPLEMENTAL RETIREMENT PLANS
Effective as of the Effective Date, Newco/UWS shall assume the
Supplemental Retirement Plan (with BCBSUW). Newco/UWS represents that each
participant for whom Newco/UWS has assumed liabilities will be credited with
the compensation and term of service credited to such participant as of the
Effective Date under the Supplemental Retirement Plan, as if such service had
been rendered to Newco/UWS. Newco/UWS will indemnify the AMSG Indemnities
from and against all Liabilities in connection with the Supplemental
Retirement Plan.
SECTION 8. DEFERRED COMPENSATION.
Effective as of the Effective Date, Newco/UWS shall create new deferred
compensation plans which shall assume all Liabilities with respect to the
Deferred Compensation Plans, except that all Liabilities relating to Xxxxxx X.
Xxxxxx thereunder shall be retained by the existing Deferred Compensation Plans.
Newco/UWS's new deferred compensation plan shall assume liability for the Hefty
Supplemental Compensation Agreement and any other Deferred Compensation Plans
benefiting Newco/UWS Employees or Newco/UWS Directors. All of the assets in the
Deferred Compensation Trust other than the assets attributable to Xxxxxx X.
Xxxxxx'x deferred compensation shall be transferred to a new trust established
by Newco/UWS. Newco/UWS will indemnify the AMSG Indemnitees from and against all
Liabilities in connection with the Deferred Compensation Plans except for
Liabilities with respect to Xxxxxx X. Xxxxxx. AMSG will indemnify the Newco/UWS
Indemnitees from and against all Liabilities with respect to Xxxxxx X. Xxxxxx in
connection with the Deferred Compensation Plans.
SECTION 9. WELFARE PLANS
Effective on or prior to the Effective Date, Newco/UWS shall assume
sponsorship of and assume all Liabilities in connection with the Welfare Plans
maintained by UWS in which Newco/UWS Employees and Newco/UWS Former Employees
participate including, but not limited to, liability for claims which are
incurred but not reported as of the Effective Date. In connection with the
foregoing, UWS agrees to provide Newco/UWS with such information (in the
possession of UWS and not already in the possession of Newco/UWS) as may be
requested by Newco/UWS and necessary for the Newco/UWS Group to assume or
establish any such Welfare Plan. Effective as of the Effective Date, Newco/UWS
shall be responsible for and shall indemnify the AMSG Indemnitees from and
against all Liabilities arising under any Welfare Plan with respect to claims by
Newco/UWS Participants or Newco/UWS Former Employees for benefits incurred prior
to or after the Effective Date pursuant to the terms of the applicable Welfare
Plan.
SECTION 10. OTHER BENEFIT PLANS
Newco/UWS shall assume all Other Benefit Plans as of the Effective
Date. Newco/UWS shall assume and be solely responsible
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for the payment of all Liabilities with respect to any Newco/UWS Participant or
Newco/UWS Former Employee unpaid as of and through the Effective Date under any
Other Benefit Plan. Newco/UWS shall indemnify the AMSG Indemnitees in connection
with all Liabilities assumed by Newco/UWS relating to the Other Benefit Plans.
SECTION 11. TRANSFER OF RESERVES
To the extent that any Liability assumed by any member of the Newco/UWS
Group hereunder is secured by a reserve on the books of UWS, such reserve shall
be transferred to Newco/UWS as soon as practicable on or following the Effective
Date.
SECTION 12. COMPLETE AGREEMENT
This Agreement, together with the Distribution and Indemnity Agreement,
and the Exhibits hereto, shall constitute the entire agreement between the
parties hereto with respect to the subject matter hereof and shall supersede all
previous negotiations, commitments and writings with respect to such subject
matter.
SECTION 13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Wisconsin (other than the laws regarding choice of laws
and conflicts of laws) as to all matters, including matters of validity,
construction, effect, performance and remedies.
SECTION 14. NOTICES
All notices, requests, claims, demands and other communications
hereunder (collectively, "Notices") shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in person, by
cable, telegram, telex, telecopy or other standard form of telecommunications,
or by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
If to UWS:
000 XXX Xxxx.
Xxxxx Xxx, XX 00000
Attn: General Counsel
If to Newco/UWS:
000 X. Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attn: General Counsel
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or to such other address as any party hereto may have furnished to the other
parties by a notice in writing in accordance with this Section 15.
SECTION 15. AMENDMENT AND MODIFICATION
This Agreement may be amended, modified or supplemented only by a
written agreement signed by UWS and Newco/UWS.
SECTION 16. SUCCESSORS AND ASSIGNS; NO THIRD-PARTY BENEFICIARIES
This Agreement and all of the provisions hereof shall be binding upon
and inure to the benefit of the parties hereto and their successors and
permitted assigns, but neither this Agreement nor any of the rights, interests
and obligations hereunder shall be assigned by any party hereto without the
prior written consent of each of the other parties (which consent shall not be
unreasonably withheld). This Agreement is solely for the benefit of the parties
hereto and their Subsidiaries and is not intended to confer upon any other
Persons any rights or remedies hereunder.
SECTION 17. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
SECTION 18. INTERPRETATION
The Section headings contained in this Agreement are solely for the
purpose of reference, are not part of the agreement of the parties hereto and
shall not in any way affect the meaning or interpretation of this Agreement.
SECTION 19. TERMINATION
Notwithstanding any provision hereof, this Agreement may be terminated
at any time prior to the Effective Date. In the event of such termination, no
party hereto shall have any Liability to any Person by reason of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
NEWCO/UWS, INC.
By:
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UNITED WISCONSIN SERVICES, INC.
By:
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