exv10w90



 






Exhibit 10.90




[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 2000 and 2001 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: