EX-10.1






AMENDED AND RESTATED




EXECUTIVE EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated as of the 1st day of January,
2005, is between United National Insurance Company, a Pennsylvania corporation with its principal
offices in Bala Cynwyd, PA (the “Company”) and Richard S. March, an individual residing at 41
Charles Lane, Cherry Hill, NJ 08003 (the “Executive”).



WHEREAS, the Executive is presently employed as Senior Vice President and General Counsel of
the Company under the terms of an employment agreement, executed on September 5, 2003 (the “Prior
Agreement”); and



WHEREAS, the parties desire to enter into this Agreement to set forth the terms and conditions
of Executive’s continued employment as Senior Vice President and General Counsel of the Company;



NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for
other good and valuable consideration, the receipt of which is mutually acknowledged, the Company
and the Executive agree as follows:



1. TERM OF EMPLOYMENT; RENEWAL. The Company agrees to employ the Executive and
the Executive accepts employment with the Company for the period commencing as of January 1,
2005 (the “Effective Date”) and ending on December 31, 2008 (such initial period, as extended
below, shall be referred to as the “Employment Term”). The term of this Agreement will
automatically renew at the expiration of the then current term for an additional one-year
period unless, at least ninety (90) days prior to the expiration date of the then current
term, either party shall give written notice of non-renewal to the other, in which
event this Agreement shall terminate at the end of the term then in effect. If the Company
elects not to renew this Agreement at the expiration of the initial period (the “Non-Renewal
Date”), and if at such time (i) there is no other event that would otherwise constitute “Cause” for
the termination of the Executive’s employment hereunder, (ii) the Executive continues to comply
with all his post-termination obligations, and (iii) executes a general release in form
satisfactory to the Company, the Company shall continue to pay to the Executive his full Annual
Direct Salary from the Non-Renewal Date in equal monthly installments until the earlier of (i) the
Executive secures full time employment or (ii) six months from the Non-Renewal Date. Following the
Non-Renewal Date, the Executive shall notify the Company in writing upon his commencement of any
full time employment.



2. POSITION AND DUTIES. The Executive shall serve as the Senior Vice President and General
Counsel of the Company, reporting to the President and Chief Executive Officer (“CEO”) of the
Company and shall have such authority and duties, consistent with such position, as may from time
to time be specified by the Board of Directors of the Company (the “Board”) or CEO. At the request
of the Board, the Executive shall also serve, without additional compensation, as an officer or
director of any Affiliates of the Company that are involved in the business of insurance,
underwriting, reinsurance or other matters related to the business operation of the Company. For
purposes hereof, an “Affiliate” means any company that is controlled by, under common control with,
or that controls the Company.



3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote his business time, energies and
talents to the business of the Company and shall comply with each of the Company’s corporate
governance and ethics guidelines, conflict of interests policies and code of conduct applicable to
all Company employees or senior executives as adopted by the Board from time-to-time. The
Executive first shall obtain the consent of the Board in writing before engaging in any other
business or commercial activities, duties or pursuits. Notwithstanding the foregoing, nothing
shall preclude the Executive from (i) engaging in charitable activities and community affairs, (ii)
managing his personal investments and affairs, and (iii) serving in a capacity as a certified
arbitrator in disputes related to reinsurance or insurance during the Executive’s personal time,
provided such activities do not, in the reasonable judgment of the Board, interfere with the proper
performance of his duties and responsibilities hereunder.




4. COMPENSATION.



(a) ANNUAL DIRECT SALARY. During the term of this Agreement, as compensation for services
rendered to Company under this Agreement, the Executive shall be entitled to receive from the
Company an annual direct salary of not less than $348,400 per year commencing January 1, 2005 (the
“Annual Direct Salary”). Executive’s Annual Direct Salary shall be payable in substantially equal
biweekly installments, prorated for any partial employment period. The Annual Direct Salary shall
be reviewed by the Board in January of each year this Agreement is in effect and may be adjusted in
the discretion of the Board after taking into account the prevailing market value of the position
and the then current pay increase practice of the Company. In no event shall the Annual Direct
Salary be decreased without the express written consent of the Executive.



(b) ANNUAL BONUS. During the term of this Agreement, Executive may be eligible for annual
incentive awards under one or more programs adopted by the Board and established for each of the
Company’s fiscal years. Award opportunities and other terms and conditions of these awards, if
any, will be determined by the Board based on the achievement of goals and objectives established
for each of the Company’s fiscal years, and shall not be paid until completion of the Company’s
financial statements relating to the performance period at issue and satisfaction of any other
conditions adopted as part of such programs. Nothing herein shall prohibit the Company from
modifying or amending any such incentive awards plan from time to time, or from terminating any
such plan.



(c) EQUITY INCENTIVE AWARDS. During the Employment Term, the Executive may be eligible to
receive option awards in United America Indemnity, Ltd. (“UAI”) as determined by the Board of the
Company in its sole discretion. In addition to any exercise, vesting or other restrictions imposed
on such option awards by the Board in its discretion, all such option awards shall be subject to
the forfeiture provisions of Annex A attached hereto.




5. FRINGE BENEFITS, VACATION TIME, EXPENSES, AND




PERQUISITES.



(a) EMPLOYEE BENEFIT PLANS. The Executive shall be entitled to participate in or receive
benefits under all corporate employment benefit plans, including, but not limited to, any pension
plan, savings plan, medical or health-and-accident plan or arrangement generally made available by
the Company to its executives and key management employees as a group, subject to and on a basis
consistent with the terms, conditions and overall administration of such plans and arrangements.



(b) The Executive shall be entitled to the number of paid vacation days in each calendar year
determined by the Company from time to time for its senior executive officers, but not less than
four (4) weeks in any calendar year (prorated in any calendar year during which the Executive is
employed hereunder for less than the entire such year in accordance with the number of days in such
calendar year during which he is so employed). The Executive shall also be entitled to all paid
holidays given by the Company to its senior executive officers.



(c) During the term of his employment hereunder, the Executive shall be entitled to receive
prompt reimbursement for all reasonable expenses incurred by him (in accordance with the policies
and procedures established by the Company from time to time) in performing services hereunder,
provided that the Executive properly accounts, therefore, in accordance with Company policy.



(d) Except as otherwise specifically provided herein, nothing paid to the Executive under any
benefit plan or arrangement shall be deemed to be in lieu of compensation to the Executive
hereunder.



6. PROTECTION OF COMPANY INFORMATION. During the period of his employment, or at any later
time following the termination of his employment for any reason, the Executive shall hold in a
fiduciary capacity for the benefit of the Company and its affiliates, and shall not, without the
written consent of the Board, knowingly disclose to any person, other than an employee of the
Company or a person to whom disclosure is reasonably necessary or appropriate in connection with
the performance by the Executive of his duties as an executive of the Company, or use for any
purpose other than to perform his duties hereunder, any “Confidential Information” of the Company
or any of its Affiliates obtained by him while in the employ of the Company. The Confidential
Information protected by this provision shall include all computer software and files, policy
expirations, telephone lists, customer lists, prospect lists, marketing information, information
regarding managing general agents, pricing policies, contract forms, customer information,
copyrights and patents, the identity of Company and Affiliate employees, Company and Affiliate
books, records, files, financial information, business practices, policies and procedures,
information about all services and products of the Company and its Affiliates, names of users or
purchasers of the products or services of the Company or its affiliates, methods of promotion and
sale and all information which constitutes trade secrets under the law of any state in which the
Company or any of its Affiliates does business. No information shall be treated as Confidential
Information if it is generally available public knowledge at the time of disclosure or use by
Executive, provided that information shall not be deemed to be publicly available merely because it
is embraced by general disclosures or because individual features or combinations thereof are
publicly available. The Executive agrees that any breach of the restrictions set forth in this
Section will result in irreparable injury to the Company and/or its Affiliates for which there is
no adequate remedy at law and the Company and its Affiliates shall, in addition to any other
remedies available to them, be entitled to injunctive relief and specific performance in order to
enforce the provisions hereof. Notwithstanding the foregoing provisions, if the Executive is
required to disclose any such confidential or proprietary information pursuant to applicable law or
a subpoena or court order, the Executive shall promptly notify the Company, in writing, of
any such requirement so that the Company or the appropriate affiliate may seek an appropriate
protective order or other appropriate remedy or waive compliance with the provisions hereof. The
Executive shall reasonably cooperate with the Company to obtain such a protective order or other
remedy. If such order or other remedy is not obtained prior to the time the Executive is required
to make the disclosure, or the Company waives compliance with the provisions hereof, the Executive
shall disclose only that portion of the confidential or proprietary information which he is advised
by counsel that he is legally required to so disclose. All records, files, memoranda, reports,
customer lists, drawings, plans, documents and the like that the Executive uses, prepares or comes
into contact with during the course of the Executive’s employment shall remain the sole property of
the Company and/or its affiliates, as applicable. The Executive shall execute and deliver the
Company’s standard “work for hire” agreement regarding ownership by the Company of all rights in
its confidential and business materials.




7. RESTRICTIVE COVENANTS.



(a) NON-COMPETITION AGREEMENT. The Executive acknowledges and agrees that the insurance
business and operations of the Company are national in scope, and that the Company operates in
multiple locations and business segments in the course of conducting its business. In
consideration of this Agreement, the Executive covenants and agrees that during his employment with
the Company, and for a period of eighteen (18) months following the termination of such employment
for any reason, (but in the case of termination for Cause pursuant to Section 8(c)(i), only after a
determination by the Board of such substantial failure to perform), the Executive shall not (i)
engage, whether as owner, manager, operator or otherwise, directly or indirectly, in any property
and/or casualty insurance company (or holding company which controls such company or and affiliate
of such property and/or casualty insurance company in such business) that is based in the United
States or does a substantial amount of its business in the United States and that writes more than
15% of its written premium by issuing commercial insurance policies for businesses through a
network of wholesale or managing general agents on a binding authority basis (or any reinsurance
business providing services to the foregoing); provided however that the restrictions herein shall
not prohibit or prevent the Executive from acting as an owner, manager, operator or employee of any
wholesale general agent, (ii) use any information obtained in the course of the Executive’s
employment by the Company for the purpose of notifying individuals of the Executive’s willingness
to provide services after such termination in competition with the Company or in breach of this
Agreement, or (iii) otherwise solicit for competitive purposes any person who is, or at any time
during the term of the Executive’s employment by the Company was, a customer of the Company;
provided that the Executive shall not be subject to the above restrictions if the Company fails to
pay severance benefits due to the Executive, if any, pursuant to Section 9(b). Ownership of less
than 5% of the securities of any publicly traded company will not violate this Section 7(a). In
the event that this paragraph shall be determined by any court of competent jurisdiction to be
unenforceable in part by reason of its being too great a period of time or covering too great a
geographical area, it shall be in full force and in effect as to that period of time or
geographical area determined to be reasonable by the court.



(b) RETURN OF MATERIALS. Upon termination of employment with the Company, the Executive shall
promptly deliver to the Company all correspondence, manuals, letters, notes, notebooks, computer
disks, software, reports and any other document or tangible items containing or constituting
Confidential Information about the business of the Company and/or its Affiliates.



(c) NON-SOLICITATION OF EMPLOYEES AND CUSTOMERS. Should the Executive’s employment with the
Company be terminated for any reason (whether such termination occurs during, upon expiration of,
or following the original or the renewal term hereof), including, without limitation, as a result
of his discharge by the Company with or without Cause or Executive’s voluntary resignation, for a
period of eighteen (18) months following such termination the Executive shall not: (i) contact,
recruit, employ, entice, induce or solicit, directly or indirectly, any employee, officer,
director, agent, consultant or independent contractor employed by or performing services for the
Company or any of its Affiliates to leave the employ of or terminate services to the Company or
such Affiliate, including, without limitation, working with the Executive, with the entity with
which the Executive has affiliated (as an employee, consultant, officer, director, stockholder or
otherwise), or with any other entity; (ii) seek, either in his individual capacity or on behalf of
any other entity, whether directly or indirectly to solicit, communicate with or contact or advise,
or transact or otherwise engage in any insurance related business with (x) any party who is or was
a customer of the Company or any of its Affiliates during Executive’s employment by the Company or
at any time during the said eighteen (18) month period, or (y) any party who was identified as a
prospect of the Company or any of its Affiliates during Executive’s employment by the Company; or
(iii) engage in or participate in any effort or act to induce any customer (as defined in
subsection 7(c)(ii)) of the Company or any of its Affiliates to take any action which might be
disadvantageous to the Company or its Affiliates. The Executive agrees that any breach of the
restrictions set forth in Sections 6 and 7 will result in irreparable injury to the Company for
which it shall have no adequate remedy in law and the Company shall, in addition to any other
remedy available to it and in lieu of Section 15 hereof, be entitled to injunctive relief and
specific performance in order to enforce the provisions hereof. In addition to its other remedies,
the Company shall be entitled to reimbursement from the Executive and/or the Executive’s employer
of costs incurred in securing a qualified replacement as a result of any breach by the Executive of
this Section. For purposes of this Agreement, “customer” shall include, without limitation, any
policyholder, managing general agent or re-insurer with whom the Company or its affiliates has
transacted business.



(d) In the event Executive breaches any of his covenants in this Section 7, the Company and
its Affiliates shall be released from their obligation to make payments under Section 9 of this
Agreement and (to the extent permitted by applicable law) to provide benefits or make payments
under all employee benefit plans in which Executive participates, and the Company shall be entitled
to reimbursement from the Executive of severance payments made to the Executive by the Company
following termination of employment with the Company. In addition, in the event of a violation by
the Executive of his covenants in this Section 7, he shall be subject to the forfeiture provisions
of Annex A with respect to his equity holdings in the Company.



(e) The Executive acknowledges and agrees that the terms of this Section 7: (i) are
reasonable in light of all of the circumstances; (ii) are sufficiently limited to protect the
legitimate interests of the Company and its subsidiaries; (iii) impose no undue hardship on the
Executive; and (iv) are not injurious to the public. The Executive further acknowledges and agrees
that (x) the Executive’s breach of the provisions of Section 7 will cause the Company irreparable
harm, which cannot be adequately compensated by money damages, and (y) if the Company elects to
prevent the Executive from breaching such provisions by obtaining an injunction against the
Executive, there is a reasonable probability of the Company’s eventual success on the merits. The
Executive consents and agrees that if the Executive commits any such breach or threatens to commit
any breach, the Company shall be entitled to temporary and permanent injunctive relief from a court
of competent jurisdiction, without posting any bond or other security and without the necessity of
proof of actual damage, in addition to, and not in lieu of, such other remedies as may be available
to the Company for such breach, including the recovery of money damages.




8. TERMINATION.



(a) The Executive’s employment hereunder shall terminate upon his death, retirement, or the
expiration of this Agreement. Upon the Executive’s death, any sums then due him shall be paid to
the executor, administrator or other personal representative of the Executive’s estate.



(b) If the Executive becomes disabled (as certified by a licensed physician selected by the
Company) and is unable to perform or complete his duties under this Agreement for a period of 180
consecutive days or 180 days within any twelve-month period, the Company shall have the option to
terminate this Agreement by giving written notice of termination to the Executive. Such
termination shall be without prejudice to any right the Executive has under the disability
insurance program maintained by the Company.



(c) The Company may terminate the Executive’s employment hereunder for Cause. For the
purposes of this agreement, the Company shall have “Cause” to terminate the Executive’s employment
hereunder upon (i) the Executive substantially failing to perform his duties hereunder after notice
from the Company and failure to cure such violation within 10 days of said notice (to the extent
the Board reasonably determines such failure to perform is curable and subject to notice) or
violating any material Company policies, including, without limitation, the Company’s corporate
governance and ethics guidelines, conflicts of interests policies and code of conduct applicable to
all Company employees or senior executives, (ii) the engaging by the Executive in any malfeasance,
fraud, dishonesty or gross misconduct adverse to the interests of the Company or its affiliates,
(iii) the material violation by the Executive of any of the provisions of Sections 3, 6 or 7 hereof
or other provisions of this Agreement after notice from Company and a failure to cure such
violation within 10 days of said notice (including a “Forfeiture Event” as provided for in Annex A
hereto), (iv) a breach by the Executive of any representation or warranty contained herein
(including a “Forfeiture Event” as provided for in Annex A hereto), (v) the Board’s determination
that the Executive has exhibited incompetence or gross negligence in the performance of his duties
hereunder, (vi) receipt of a final written directive or order of any governmental body or entity
having jurisdiction over the Company requiring termination or removal of the Executive as Senior
Vice President and General Counsel of the Company, or (vii) the Executive being charged with a
felony or other crime involving moral turpitude.



(d) The Company may choose to terminate the Executive’s employment at any time without Cause
or reason.




9. PAYMENTS UPON TERMINATION.



(a) If the Executive’s employment shall be terminated because of death, disability, or for
Cause, the Company shall pay the Executive (or his executor, administrator or other personal
representative, as applicable) his full Annual Direct Salary through the date of termination of
employment at the rate in effect at the time of termination and the Company shall have no further
obligations to the Executive under this Agreement (and the Executive shall not be entitled to
payment of any unpaid bonus or incentive award); provided that in the event of a termination by the
Company because of disability and other than in the case of employment in any Competitive Business
the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an
amount equal to the Executive’s then monthly Annual Direct Salary multiplied by six (6) months,
with such amount payable in equal monthly installments and provided further that the foregoing
amounts shall be reduced by any disability payments for which the Executive may otherwise be
entitled. No payments or benefits shall be provided hereunder in connection with the Executive’s
disability (i) unless and until the Company has first received a signed general release from the
Executive (or the Executive’s guardian or legal representative) in a form acceptable to the Company
releasing the Company and Affiliates and any other parties identified by the Company and Affiliates
therein, and (ii) to the extent that the Executive has breached any of his post-termination
obligations hereunder.




	 	(b)	 	(i) If the Executive’s employment is terminated by the Company
without Cause; or






	 	(ii)	 	If the Executive terminates his employment at any
time following: (I) a notice from the Company that its principal
executive offices are being relocated more than 90 miles from their
current location or that the Executive’s principal place of employment
is transferred to an office location more than 90 miles from his then
current place of employment (unless in either case the effect of such
relocation results in the Executive’s principal place of employment
being less than forty (40) miles from his principal residence), and (II)
the failure of the Company to offer the Executive a reasonable
relocation package to cover direct out-of-pocket losses (if any) on the
sale of the Executive’s primary residence, and temporary living expenses
and moving costs,





then the Company shall pay to the Executive, as full and complete liquidated damages hereunder, an
amount equal to the Executive’s then monthly Annual Direct Salary multiplied by eighteen (18)
months, with such amount payable in equal monthly installments; provided that the amount and term
of such payments is subject to adjustment upon the Executive’s acceptance of an equity compensation
package to be determined. The Company shall also maintain in full force and effect, for the
continued benefit of the Executive for eighteen (18) months, any medical or health-and-accident
plan or arrangement of the Company in which the Executive is a participant at the time of such
termination of employment; provided that the Executive shall remain responsible for continuing to
pay his share of the costs of such coverage; provided further that the Company shall not be under
any duty to maintain such coverage if the Executive becomes eligible for coverage under any other
employer’s insurance and the Executive shall give the Company prompt notice of when such
eligibility occurs. No payments or benefits shall be provided hereunder (i) unless and until the
Company has first received a signed general release from the Executive in a form acceptable to the
Company releasing the Company and Affiliates and any other parties identified by the Company and
Affiliates therein, and (ii) to the extent that the Executive has breached any of his
post-termination obligations hereunder.



10. NOTICE. For the purposes of this Agreement, notices and all other communications provided
for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered
or mailed by United States certified mail, return receipt requested, postage prepaid, addressed as
follows:



	 	 	 	 	 
	If to the Executive:
	 	Richard S. March

	 
	 	41 Charles Lane
	 
	 	Cherry Hill, NJ 08003

	If to the Company:
	 	United National Insurance Company

	 
	 	Three Bala Plaza East, Suite 300

	 
	 	Bala Cynwyd, PA  19004

	 
	 	Attn:  Chief Executive Officer

	With copy to:
	 	Fox Paine & Company, LLC

	 
	 	950 Tower Lane, Suite 1150
	 
	 	Foster City, CA  94404

	 
	 	Attn:  Troy Thacker








or to such other address as any party may have furnished to the others in writing in accordance
herewith, except that notices of change of address shall be effective only upon receipt.



11. SUCCESSORS. This Agreement shall be binding upon the Executive, his heirs, executors or
administrator, and the Company, and any successor to or assigns of the Company. This Agreement is
not assignable by Executive. This Agreement is assignable by the Company to a successor to or
purchaser of the Company’s business.



12. ENFORCEMENT OF SEPARATE PROVISIONS. Should provisions of this Agreement be ruled
unenforceable for any reasons, the remaining provisions of this Agreement shall be unaffected
thereby and shall remain in full force and effect.



13. AMENDMENT. This Agreement may be amended or canceled only by mutual agreement of the
parties in writing without consent of any other person and, so long as the Executive lives, no
person other than the parties hereto, shall have any rights under or interest in this Agreement or
the subject matter hereof.



14. ARBITRATION. In the event that any disagreement or dispute whatsoever shall arise between
the parities concerning this Agreement, such disagreement or dispute shall be submitted to the
Judicial Arbitration and Mediation Services, Inc (“JAMS”) for resolution in a confidential private
arbitration in accordance with the comprehensive rules and procedures of JAMS, including the
internal appeal process provided for in Rule 34 of the JAMS rules with respect to any initial
judgment rendered in an arbitration. Any such arbitration proceeding shall take place in
Philadelphia, Pennsylvania before a single arbitrator (rather than a panel of arbitrators). The
parties agree that the arbitrator shall have no authority to award any punitive or exemplary
damages and waive, to the full extent permitted by law, any right to recover such damages in such
arbitration. Each party shall each bear their respective costs (including attorneys’ fees, and
there shall be no award of attorney’s fees) and shall split the fee of the arbitrator. Judgment
upon the final award rendered by such arbitrator, after giving effect to the JAMS internal appeal
process, may be entered in any court having jurisdiction thereof. If JAMS is not in business or is
no longer providing arbitration services, then the American Arbitration Association shall be
substituted for JAMS for the purposes of the foregoing provisions. Each party agrees that it shall
maintain absolute confidentiality in respect to any dispute between them.



15. LAW GOVERNING. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.



16. ENTIRE AGREEMENT. This Agreement supersedes any and all prior agreements, either oral or
in writing, between the parties with respect to the employment of the Executive by the Company,
including the Prior Agreement, and this Agreement contains all the covenants and agreements between
the parties with respect to the Executive’s employment.



17. ACKNOWLEDGEMENT. Executive acknowledges that he has carefully read and fully understands
this Agreement and that the Company has provided him sufficient time to discuss such Agreement with
an attorney.



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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 
	ATTEST:	 	United National Insurance Company
	/s/ Kevin L. Tate

	 	By: /s/ William F. Schmidt
	 

	 	 
	 
	 	 
	
 
	 	President and CEO
	 
	 	 
	WITNESS:

	 	

	 
	 	 
	/s/ Kevin L. Tate

	 	/s/ Richard S. March
	 

	 	 
	 
	 	 
	
 
	 	Richard S. March







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Annex A




Option and Equity Forfeiture




Forfeiture of Options and Restricted, Common and Preferred Stock and Gains Realized upon
Prior Option Exercises or Sale of Stock. Unless otherwise determined by the Board of Directors
of the Company, the options granted under the Prior Agreement, together with any future option
grants made to the Executive on shares of UAI, and any restricted stock and common or preferred
stock of UAI, if any, held by the Executive and granted to Executive by the Company as compensation
for services performed or to be performed, shall be subject to the following additional forfeiture
conditions to which the Executive, by accepting and/or having accepted such options or
equity interests, hereby agrees. In the event of (i) the Executive’s breach or failure to comply
with any of the terms or conditions of Section 6 or Section 7 of this Employment Agreement or any
breach of any of the representations and warranties set forth therein (whether or not employed by
the Company at such breach or failure to comply) (a “Forfeiture Event”), and (ii) if the Executive
is employed by the Company at the time of a Forfeiture Event, his termination of employment by the
Company, all of the following will result:




	 	(i)	 	The unexercised portion of the
options (both unvested and vested, if any) will
immediately be forfeited and canceled without payment upon
the occurrence of the Forfeiture Event;	 






	 	(ii)	 	All equity, including restricted stock, common and/or
preferred stock, if any, held by the Executive will, upon the occurrence
of the Forfeiture Event, immediately be repurchased by the Company or its
designee at the lower of fair market value (as determined by the Board of
the Company) or the Executive’s original purchase price (in each case
reduced to reflect any outstanding liabilities of the Executive to the
Company or its affiliates), with payment taking the form of a five year
note from the Company or its designee, accruing interest at the lowest
then applicable rate mandated by Federal law, with the principal and
interest due on the fifth anniversary of the date of purchase (or such
later date as may be necessary to permit the Company or its designee to
comply with any applicable borrowing covenants affecting its payment
obligations). The Executive promptly shall take all appropriate and
necessary action to facilitate the buy back of such equity, including the
prompt delivery to the Company (or its designee) of all stock certificates
or other documents that the Company may request; and






	 	(iii)	 	The Executive will be obligated to repay to the
Company (or its designee), in cash, within five (5) business days after
demand is made, therefore, by the Company (or its designee), the total
amount of Award Gain (as defined herein) realized by the Executive (I)
upon each exercise of the Options that occurred on or after (A) the date
that is six (6) months prior to the Forfeiture Event, if the Forfeiture
Event occurred while the Executive was employed by the Company or a
subsidiary or affiliate, or (B) the date that is six (6) months prior to
the date that Executive’s employment by the Company or a subsidiary or
affiliate terminated, if the Forfeiture Event occurred after the
Executive ceased to be so employed, or (II) upon any sale, transfer or
other disposition of the Class A Common Shares of UAI. For purposes of
this Annex A, the term “Award Gain” shall mean (i) in respect of a
given Options exercise, the product of (X) the Fair Market Value per
share of stock at the date of such exercise (without regard to any
subsequent change in the market price of such share of stock) minus the
exercise price times (Y) the number of shares as to which the Options
were exercised at that date, and (ii), in respect of any sale of stock,
the value of any cash or the Fair Market Value of stock or property paid
or payable to the Executive less any cash or the Fair Market Value of
any stock or property (other than stock or options which would have
itself been forfeitable hereunder and excluding any payment of tax
withholding) paid by the Executive to the Company (or its designee) as
a condition or in connection with the acquisition of such stock or
amount otherwise included in subclause (i) above.






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