NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • March 8th, 2012 • HealthMarkets, Inc. • Accident & health insurance • Delaware
This AGREEMENT (this “Agreement”) is made as of December 12, 2011 (the “Effective Date”) by and between HealthMarkets, Inc., a Delaware corporation (the “Company”), and Mark Smith (“Optionee”). As a condition precedent to the Company’s grant of the Options (as defined in Section 2 of this Agreement) to Optionee, to the extent not already executed by Optionee, Optionee is require to execute and deliver a counterpart of the Stockholder Agreement and thereby agrees to be bound by the Stockholder Agreement as a “Management Stockholder” thereunder.
EMPLOYMENT AGREEMENTEmployment Agreement • March 8th, 2012 • HealthMarkets, Inc. • Accident & health insurance • Delaware
respect of such claim (provided, however, that the Executive may participate therein at Executive’s own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company determines; provided, however, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other tax, including interest or penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the
RESTRICTED SHARE AGREEMENTRestricted Share Agreement • March 8th, 2012 • HealthMarkets, Inc. • Accident & health insurance • Delaware
This AGREEMENT, is made as of June 29, 2010 (the “Effective Date”), by and between HealthMarkets, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Derrick A. Duke (the “Executive”);
