0001193125-13-113061 Sample Contracts

NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • March 19th, 2013 • HealthMarkets, Inc. • Accident & health insurance • Delaware

This AGREEMENT (this “Agreement”) is made as of November 13, 2012 (the “Effective Date”) by and between HealthMarkets, Inc., a Delaware corporation (the “Company”), and Derrick A. Duke (“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 required 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.

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