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EXHIBIT 10.24
NOMINATION AGREEMENT
THIS NOMINATION AGREEMENT is made and entered into as of the 10th day of
December, 1996, by and between MOMED HOLDING CO., a Missouri corporation
("MOMED"), and MAIC HOLDINGS, INC., a Delaware corporation ("MAIC").
WHEREAS, MOMED and MAIC entered into the Agreement and Plan of Merger
("Merger Agreement") dated June 11, 1996 (the "Merger"), wherein MAIC has
acquired MOMED.
WHEREAS, in connection with the Merger, MAIC desires to assist MOMED in
directly participating in the management of MAIC through the representation of
one (1) MOMED representative on the Board of Directors of MAIC.
WHEREAS, the Board of Directors of MAIC has determined that it is in the
best interest of MAIC to include on the MAIC Board of Directors a qualified
representative of MOMED ("MOMED Representative"), all on the terms and
conditions set forth in this Nomination Agreement consistent with the Merger
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual terms and
provisions set forth in this Nomination Agreement, the parties hereto agree as
follows:
1. Appointment of MOMED Representative to MAIC Board. Upon entering
into the Merger Agreement, MAIC's Board of Directors shall appoint Dr. Richard
V. Bradley as the MOMED Representative on the MAIC Board of Directors until the
next MAIC annual meeting where the MOMED Representative will be nominated for
and elected to the MAIC Board of Directors in accordance with the terms of this
Nomination Agreement.
2. Nomination Covenants. During the term of this Nomination Agreement,
the MOMED Board of Directors shall submit in writing, on or before January 1 of
the year in which the MOMED Representative is to be elected to the MAIC Board
of Directors, the name of the candidate (the "MOMED Candidate") to the MAIC
Nominating Committee for election to the MAIC Board of Directors. The MOMED
Candidate must be, or must have been, an active officer or member of the MOMED
Board of Directors or other person reasonably acceptable to MAIC. Subject to
the good faith exercise of its responsibilities to MAIC and its shareholders
while giving due consideration to MAIC's relationship with MOMED and the intent
of this Nomination Agreement, the MAIC Nominating Committee shall include the
name of the MOMED Candidate so submitted as one of its nominees for election to
the MAIC Board of Directors that year, and shall, in each such year, nominate
only that number of candidates for election to the MAIC Board of Directors as
shall equal the total number of Directors to be elected for such year. The
MAIC Nominating Committee shall place no name in opposition to the MOMED
Candidate.
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3. Board Recommendation and Certain Shareholders' Votes. Subject to
the good faith exercise of its responsibilities to MAIC and its shareholders
while giving due consideration to MAIC's relationship with MOMED and the intent
of this Nomination Agreement, the MAIC Board of Directors shall recommend and
support the election of the MOMED Candidate for election to the MAIC Board of
Directors during the term of this Agreement. It is further agreed by the below
listed shareholders of MAIC, that they will cote all of their respective MAIC
shares for the election of the MOMED Candidate to the MAIC Board of Directors
during the term of this Agreement:
A. Derrill Crowe, M.D.
Paul R. Butrus
James J. Morello
4. Proxy Materials. The name of the MOMED Candidate shall be included
as a management nominee in the Proxy Statement circulated in advance of the
annual meeting of the MAIC shareholders (the "Annual Meeting"). During the
Term of this Nomination Agreement, all proxies relating to the election of MAIC
Directors that are distributed to the MAIC shareholders in connection with each
Annual Meeting shall contain a statement notifying the MAIC shareholders that
if a proxy is returned without express directions from the shareholder to the
contrary, MAIC management will vote the proxy "For" all named nominees in such
manner as MAIC management shall determine. MAIC management shall vote such
proxies in such manner as in the opinion of MAIC management will assure the
election of the MOMED Candidate.
5. Term. The term of this Nomination Agreement shall be for an initial
period of five (5) years beginning on the closing of the Merger Agreement and
shall be automatically renewed and extended for succeeding one (1) year terms
unless wither MAIC or MOMED notifies the other, in writing, at least six (6)
months prior to the end of the current term of this Nomination Agreement, that
it terminates this Nomination Agreement at the end of the current term.
6. Severability. Any provision of this Nomination Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction is, as to such
jurisdiction, ineffective to the extent of any prohibition, unenforceability,
or nonauthorization without invalidating the remaining provisions hereof, or
affecting the validity, enforceability, or legality of such provision in any
other jurisdiction, unless the ineffectiveness of such provision would result
in such a material change as to cause completion of the transactions
contemplated hereby to be unreasonable.
7. Entire Agreement. The Nomination Agreement constitutes the entire
agreement between the parties and supersedes and cancels any and all prior
discussion, negotiations, undertakings and agreements between the parties
relating to the subject matter hereof.
8. Captions. The captions used herein are for convenience only and
shall not control or affect the meaning or construction of any of the
provisions of this Nomination Agreement.
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9. Waiver, Amendment or Modification. The conditions of this
Nomination Agreement which may only be waived by duly authorized, written
notice to the other party waiving such condition. The failure of any party at
any time or times to require performance of any provision hereof (other than by
written waiver) shall in no matter affect the right at a later time to enforce
the same. This Nomination Agreement may not be amended or modified except by a
written document duly executed by all of the parties hereto.
10. Counterparts. This Nomination Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
shall be deemed one and the same instrument.
11. Successors and Assigns. This Nomination Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. There shall be no third party beneficiaries hereof.
12. Governing Law; Assignment. This Nomination Agreement shall be
governed by the laws of the State of Missouri. This Nomination Agreement may
not be assigned by any of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Nomination Agreement as of the date first written above.
MOMED HOLDING CO.
/s/ Richard V. Bradley
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Richard V. Bradley, M.D., President
and Chief Executive Officer
MAIC HOLDINGS, INC.
/s/ A. Derrill Crowe
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A. Derrill Crowe, M.D., President
and Chief Executive Officer
/s/ A. Derrill Crowe
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A. Derrill Crowe, M.D.
/s/ Paul R. Butrus
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Paul R. Butrus
/s/ James J. Morello
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James J. Morello
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