EXHIBIT 10.106
[NAME OF GRANTEE]
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, made as of ____________, 200 (the "Award Date"), by and
between [NAME OF GRANTEE], residing at ____________________________("Name" or
"Stockholder") and UICI, a Delaware corporation (the "Company");
W I T N E S S E T H:
WHEREAS, the Company has adopted the UICI 2005 Restricted Stock Plan (the
"Plan"), pursuant to which the Company may from time to time and subject to the
terms thereof make awards of restricted shares of the Company's Common Stock to
Eligible Participants in the Plan.
WHEREAS, Stockholder is an employee of the Company and constitutes an
Eligible Participant under the Plan and, in connection with such employment the
Company desires to award Stockholder shares of common stock ("Common Stock") of
the Company, subject to the terms of this Agreement and the Plan;
NOW, THEREFORE, the parties hereto agree as follows:
1. AWARD. Stockholder is hereby awarded ___________________________________
(______)shares of Common Stock (the "Restricted Shares"), subject to the
terms and conditions of this Agreement and the Plan.
2. REGISTRATION OF SHARES. The shares of Common Stock awarded hereunder have
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and are "restricted securities" within the meaning of
Rule 144 under the Securities Act. The shares cannot be sold, transferred
or otherwise disposed of unless they are subsequently registered under the
Securities Act or an exemption from registration is then available. The
Company has no obligation or current intention of registering the shares
under the Securities Act. Stockholder represents that he or she is
acquiring the Common Stock awarded hereunder for investment and not for
the purposes or with the intention of distributing the shares, except for
a sale to a purchaser who makes the same representation in writing, and
that such shares will not be disposed of in violation of the registration
requirements of the Securities Act or any other applicable law.
3. TRANSFER RESTRICTIONS.
(a) Restriction on Transfer. The Stockholder shall not transfer, assign,
encumber or otherwise dispose of any of the Restricted Shares which
are subject to a Restricted Period under Section 4. Such restriction
on transfer, however, shall not be applicable to (i) a gratuitous
transfer of Restricted Shares made to the Stockholder's spouse or
family members, including adopted children, or to a trust for the
exclusive benefit of the Stockholder or the Stockholder's spouse or
family members, or (ii) a
transfer of title to the Restricted Shares effected pursuant to the
Stockholder's will or the laws of intestate succession.
(b) Transferee Obligations. Each person (including a trust) to whom
Restricted Shares are transferred by means of one of the permitted
transfers specified in Section 3(a) must, as a condition precedent
to the validity of such transfer, acknowledge in writing to the
Company that such person is bound by the provisions of this
Agreement and that the transferred shares are subject to forfeiture
during the Restricted Period set forth in Section 4, to the same
extent such shares would be so subject if retained by the
Stockholder.
4. RESTRICTED PERIOD.
(a) Restricted Period; Vesting. The Restricted Shares shall vest over a
-year period at % per year from the Award Date, so that, subject to
the following provisions of this Section 4, the "Restricted Period"
shall lapse with respect to, and the Stockholder shall accordingly
acquire a vested interest in, 100% of the Restricted Shares awarded
hereunder on the anniversary of the Award Date (the "Vesting Date").
(b) Forfeiture of Restricted Shares. If the Stockholder ceases to
provide material services to the Company as an employee, independent
contractor, consultant, advisor, director or otherwise (a
"Termination Date") for any reason other than death prior to the end
of the Restricted Period, any unvested shares that are subject to a
Restricted Period shall be permanently forfeited.
(c) Effect of Death; Change in Control. Notwithstanding the Section 4(a)
above, the Restricted Period shall lapse with respect to all of the
Restricted Shares awarded hereunder in the event of the
Stockholder's death or upon a Change in Control of the Company prior
to the Stockholder's Termination Date. For purposes of this
Agreement, a "Change in Control" shall be deemed to occur on the
earliest of the existence of one of the following events:
(i) any "person" (as such term is used in Sections 13(d) or 14(d)
of the Exchange Act), other than one or more Permitted Holders
(as defined below), is or becomes the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly or indirectly, of more than 35% of the total voting
power of the Voting Stock (as defined below) of the Company
and (ii) the Permitted Holders "beneficially own" (as defined
in Rules 13d-3 and 13d-5 under the Exchange Act), directly or
indirectly, in the aggregate a lesser percentage of the voting
power of the Voting Stock of the Company than such other
person and do not have the right or ability by voting power,
contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company;
(ii) individuals who, as of the date hereof, constitute the Board
(as of the date hereof the "Incumbent Board") cease for any
reason to
constitute at least a majority of the Board, provided that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in connection
with an actual or threatened "election contest" relating to
the election of the directors of the Company (as such term is
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act);
(iii) approval by the Company's shareholders of a reorganization,
merger or consolidation of the Company, in each case, with
respect to which all or substantially all of the individuals
and entities who were the respective beneficial owners of the
common stock and voting securities of the Company immediately
prior to such reorganization, merger or consolidation do not,
following such reorganization, merger or consolidation,
beneficially own, directly or indirectly, more than 70% of,
respectively, the then outstanding shares of common stock or
the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting
from such reorganization, merger or consolidation, or of a
complete liquidation or dissolution of the Company or of the
sale or other disposition of all or substantially all of the
assets of the Company; or
(iv) the sale of all or substantially all, or a distribution of or
spin off to the stockholders of the Company of all or
substantially all, of the assets of the operating group or
division of the Company by which the Stockholder is now
employed or with which the Stockholder is now associated, or a
sale of a controlling block of capital stock of the subsidiary
of the Company by which the Stockholder is now employed.
For purposes of this Section 4, the term "Permitted Holders" means Ronald
L. Jensen, his spouse and any child of Ronald L. Jensen and any person or entity
controlled by, under common control with or controlling Ronald L. Jensen or any
of the foregoing persons. The term "Voting Stock" of the Company means all
classes of capital stock of the Company then outstanding and normally entitled
to vote in the election of directors.
5. ADJUSTMENT TO SHARES. In the event of any stock dividend, stock split,
recapitalization or other change affecting the Company's outstanding
Common Stock as a class without receipt of consideration, then any new,
substituted or additional securities or other property (including money
paid other than as a regular cash dividend), which is by reason of any
such transaction distributed to the Stockholder with respect to the
Restricted Shares, shall be immediately subject to a similar Restricted
Period. Appropriate adjustments to reflect the distribution of such
securities or property shall be made to the number of shares
of Restricted Shares for all purposes relating to the Restricted Period,
and the Company (or its successors) may require the establishment of an
escrow account for any property or money (other than regular cash
dividends) distributed with respect to the shares covered by the
Restricted Period in order to facilitate the exercise of such
restrictions.
6. LEGENDS. All certificates representing shares of stock of the Company
subject to the provisions of this Agreement shall have endorsed thereon
the following legend:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SECURITIES
REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A
CERTAIN RESTRICTED STOCK AGREEMENT BETWEEN THE REGISTERED OWNER AND
UICI WHICH INCLUDES FORFEITURE PROVISIONS. A COPY OF THE AGREEMENT
MAY BE OBTAINED UPN WRITTEN REQUEST TO THE SECRETARY OF UICI AT 9151
GRAPEVINE HIGHWAY, NORTH RICHLAND HILLS, TEXAS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND/OR AN APPROPRIATE
STATE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR
ACTS.
7. TAX WITHHOLDING
(a) By execution of the Agreement, Stockholder agrees to pay all
withholding and other taxes payable with respect to the Restricted
Shares evidenced by this agreement, at such times as withholding
requirements are imposed upon the Company and in such manner as the
Company may request and to comply with all Federal and state
securities laws.
(b) Stockholder may elect, subject to approval of the Board of Directors
or a committee composed of two or more non-employee directors within
the meaning of Rule 16b-3(b)(3) of the Securities Exchange Act of
1934 or any successor provision thereto , to satisfy the Company's
tax withholding obligation, in whole or in part, by having the
Company withhold shares having a fair market value equal to all or a
portion of the amount required to be withheld. The value of the
shares to be withheld is to be based upon the same price of the
shares that is utilized to determine the amount of withholding tax
that the stockholder owes. All elections under this Section 7(b)
shall be (i) irrevocable, (ii) made in writing and signed by the
Stockholder on a form to be prescribed by the Company and (iii)
submitted to the Board of Directors or an authorized representative
of the Company in advance of the date the Restricted Period expires
or the Restricted Shares otherwise become taxable.
8. MISCELLANEOUS.
(a) Further Instruments and Actions. The parties agree to execute such
further instruments and to take such further action as may
reasonably be necessary to carry out the intent of this Agreement.
(b) Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States Post Office, by
registered or certified mail with postage and fees prepaid,
addressed, if to the Stockholder at the address hereinabove first
written, and if to the Company at 9151 Grapevine Highway, North
Richland Hills, Texas 76180, Attn: General Counsel or at such other
address as either party may designate to the other by ten (10) days'
advance written notice to the other party hereto.
(c) Entire Agreement. This Agreement and the Plan represent the entire
understanding of the parties with respect to the subject matter
hereof and supersedes all previous understandings, written or oral.
This Agreement may only be amended with the written consent of the
parties hereto, and no oral waiver or amendment shall be effective
under any circumstances whatsoever.
(d) No Waiver. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.
(e) Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the Company and Stockholder and their
respective heirs, executors, administrators, legal representatives,
successors and assigns, subject to the restrictions set forth in
this Agreement.
(f) No Implied Rights. Nothing in this Agreement shall be construed as
giving Stockholder any right to be retained as an employee of the
Company.
(g) Additional Stock Issuance. Nothing in this Agreement shall be
construed to limit or otherwise restrict the Company's right to
issue additional Common Stock or other securities to any other
party.
(h) Governing Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of Texas.
* * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
UICI
By:_______________________________________
Glenn W. Reed
Executive Vice President
STOCKHOLDER
__________________________________________
Name: