0000950123-10-110561 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, __ 20__ between Fortegra Financial Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.

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EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT
Executive Employment and Non-Competition Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Florida

AGREEMENT, dated as of the 7th day of March 2007, by and between Life of the South Corporation, a Georgia corporation (the “Company”), and Robert S. Fullington, a resident of Gainesville, Florida (the “Executive”).

Fortegra Financial Corporation 2010 Omnibus Incentive Plan RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of , 2010 (the “Grant Date”) by and between Fortegra Financial Corporation, a Delaware corporation (with any successor, the “Company”), and (the “Participant”).

Fortegra Financial Corporation 2010 Omnibus Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT
Nonqualified Stock Option Award Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Delaware

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) is made effective as of the day of , 20101 (the “Grant Date”), by and between Fortegra Financial Corporation, a Delaware corporation (with any successor, the “Company”), and Walter P. Mascherin (the “Participant”):

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AND NON-COMPETITION AGREEMENT
Executive Employment and Non-Competition Agreement • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service • Florida

AGREEMENT, dated as of the 1st day of November, 2010, by and between Fortegra Financial Corporation, a Georgia corporation (the “Company”), and Richard S. Kahlbaugh, a resident of Ponte Vedra Beach, Florida (the “Executive”).

ASSUMPTION AND REAFFIRMATION OF OBLIGATIONS
Assumption and Reaffirmation of Obligations • December 3rd, 2010 • Fortegra Financial Corp • Insurance agents, brokers & service

Reference is hereby made to that certain Revolving Credit Agreement dated as of June 16, 2010 among Fortegra Financial Corporation, a Georgia corporation (“Fortegra”), LOTS Intermediate Co., a Delaware corporation (“LOTS”), the Lenders a party thereto and SunTrust Bank, as Administrative Agent, (as amended, restated, amended and restated, supplemented or otherwise modified and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement).

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