KMG America CORP Sample Contracts

GUARANTEE AGREEMENT by and between KMG America Corporation and WILMINGTON TRUST COMPANY Dated as of March 22, 2007
Guarantee Agreement • March 23rd, 2007 • KMG America CORP • Life insurance • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of March 22, 2007, is executed and delivered by KMG America Corporation, a Virginia corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of KMG Capital Statutory Trust I, a Delaware statutory trust (the “Issuer”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 5th, 2004 • KMG America CORP • Life insurance • Virginia

AGREEMENT made this day of , 2004, between KMG America Corporation, a Virginia corporation (the "Company"), and Scott H. DeLong III (the "Executive").

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EMPLOYMENT AGREEMENT
Employment Agreement • May 16th, 2005 • KMG America CORP • Life insurance • Virginia

AGREEMENT made this 21st day of March, 2005, between KMG America Corporation, a Virginia corporation (the “Company”) and James E. Nelson (the “Executive”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2005 • KMG America CORP • Life insurance

AGREEMENT made this 21st day of December, 2004, among KMG America Corporation, a Virginia corporation (“Parent”), Kanawha Insurance Company, a South Carolina corporation (the “Company”) and Paul F. Kraemer (the “Executive”).

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KMG AMERICA CORPORATION Stock Award Agreement
Stock Award Agreement • March 10th, 2006 • KMG America CORP • Life insurance • Virginia

THIS STOCK AWARD AGREEMENT (this “Agreement”) dated as of the ____ day of _____________, 20__, between KMG America Corporation, a Virginia corporation (the “Company”), and __________________________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), a copy of which is attached hereto. All terms used herein that are defined in the Plan have the same meaning given them in the Plan.

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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BY AND AMONG THE SHAREHOLDERS AND OPTIONHOLDER OF KANAWHA INSURANCE COMPANY IDENTIFIED ON SCHEDULE A AND KMG AMERICA CORPORATION August 2, 2004
Stock Purchase Agreement • September 27th, 2004 • KMG America CORP • Life insurance • North Carolina

This Amended and Restated Stock Purchase Agreement ("Agreement") is made as of August 2, 2004, by and among KMG America Corporation, a Virginia corporation ("Buyer"), the holders of all of the outstanding shares of capital stock of Kanawha Insurance Company, a South Carolina corporation (the "Company"), identified on Schedule A (each a "Shareholder" and collectively, the "Shareholders"), and the holders of all of the options to purchase the outstanding shares of capital stock of the Company identified on Schedule A (collectively, the "Optionholder", and together with the Shareholders, "Sellers").

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Contract
Employment Letter Agreement • September 13th, 2007 • KMG America CORP • Life insurance • Virginia

THIS EMPLOYMENT LETTER AGREEMENT (“Agreement”) is entered into on this 7th day of September, 2007, by and between (i) KMG AMERICA CORPORATION, a Virginia corporation (“Employer”) and (ii) PAUL F. KRAEMER (“Executive”).

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KMG AMERICA CORPORATION Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • August 17th, 2005 • KMG America CORP • Life insurance • Virginia

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the day of , 20 , by and between KMG AMERICA CORPORATION, a Virginia corporation (the “Company”), and (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), which is available on the Company’s website at http://www.kmgamerica.com. All terms used but not defined herein that are defined in the Plan have the same meaning given them in the Plan.

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PLACEMENT AGREEMENT
Subscription Agreement • March 23rd, 2007 • KMG America CORP • Life insurance • New York
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AGREEMENT AND PLAN OF MERGER BY AND AMONG HUMANA INC., HUM VM, INC. AND KMG AMERICA CORPORATION Dated as of September 7, 2007
Agreement and Plan of Merger • September 13th, 2007 • KMG America CORP • Life insurance • Virginia

This Agreement and Plan of Merger, is made as of September 7, 2007, by and among (i) Humana Inc., a Delaware corporation (“Parent”); (ii) Hum VM, Inc., a Virginia corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); and (iii) KMG America Corporation, a Virginia corporation (the “Company”). Parent, Merger Subsidiary, and the Company are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

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KMG AMERICA CORPORATION Nonqualified Stock Option Agreement Number of shares subject to Nonqualified Stock Option: _________
Nonqualified Stock Option Agreement • April 21st, 2006 • KMG America CORP • Life insurance • Virginia

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of the ____ day of ________, 20__, by and between KMG AMERICA CORPORATION, a Virginia corporation (the “Company”), and _____________________ (the “Participant”), is made pursuant and subject to the provisions of the Company’s 2004 Equity Incentive Plan (the “Plan”), a summary of which is attached hereto. All terms used but not defined herein that are defined in the Plan have the same meaning given them in the Plan.

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AMENDMENT TO EMPLOYMENT AGREEMENT AMONG KMG AMERICA CORPORATION, KANAWHA INSURANCE COMPANY AND STANLEY D. JOHNSON DATED DECEMBER 21, 2004
Employment Agreement • January 12th, 2006 • KMG America CORP • Life insurance • Virginia

This Amendment, effective January 1, 2006 (the “Amendment”), to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Stanley D. Johnson, dated December 21, 2004 (the “Employment Agreement”), is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Stanley D. Johnson (the “Executive”). Terms used in this Amendment that are not otherwise defined herein shall have the same meaning given to them in the Employment Agreement.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia

This Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Paul P. Moore, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Paul P. Moore (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.

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KMG AMERICA CORPORATION Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2004 • KMG America CORP • Life insurance • Virginia

We have been verbally advised by the Staff of the Commission that the S-1 Registration Statement has become effective under the Act; and, to our knowledge, no stop order suspending the effectiveness of the S-1 Registration Statement has been issued and not withdrawn and no proceedings for that purpose have been instituted or are pending or, to our knowledge, contemplated under the Act. The 8-A Registration Statement has become effective under the Exchange Act.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia

This Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Stanley D. Johnson, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Stanley D. Johnson (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia

This Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement between KMG America Corporation and Scott H. DeLong III, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Company”) and Scott H. DeLong III (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.

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AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • December 16th, 2004 • KMG America CORP • Life insurance

This Amendment No. 2 to Amended and Restated Stock Purchase Agreement (this "Amendment") is made as of December 15, 2004, by and among KMG America Corporation, a Virginia corporation ("Buyer"), the holders of all of the outstanding shares of capital stock of Kanawha Insurance Company, a South Carolina corporation (the "Company"), identified on Schedule A to the Amended and Restated Agreement (as defined herein) (each a "Shareholder" and collectively, the "Shareholders"), represented by The Springs Company pursuant to Section 2.7 of the Amended and Restated Agreement (as defined herein), and the holders of all of the options to purchase the outstanding shares of capital stock of the Company identified on Schedule A to the Amended and Restated Agreement (as defined herein) (collectively, the "Optionholder", and together with the Shareholders, "Sellers").

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NOTE
KMG America CORP • December 27th, 2006 • Life insurance

This Note is issued to evidence the Loans made by the Lender pursuant to the Credit Agreement. All of the terms, conditions and covenants of the Credit Agreement are expressly made a part of this Note by reference in the same manner and with the same effect as if set forth herein at length, and any holder of this Note is entitled to the benefits of and remedies provided in the Credit Agreement and the other Credit Documents. Reference is made to the Credit Agreement for provisions relating to the interest rate, maturity, payment, prepayment and acceleration of this Note.

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Contract
Employment Letter Agreement • September 13th, 2007 • KMG America CORP • Life insurance • Virginia

THIS EMPLOYMENT LETTER AGREEMENT (“Agreement”) is entered into on this 7th day of September, 2007, by and between (i) KMG AMERICA CORPORATION, a Virginia corporation (“Employer”) and (ii) KENNETH U. KUK (“Executive”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia

This Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Paul F. Kraemer, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Paul F. Kraemer (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.

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OUTSOURCING SERVICES AGREEMENT BETWEEN CGI INFORMATION SYSTEMS & MANAGEMENT CONSULTANTS, INC. AND KANAWHA HEALTHCARE SOLUTIONS, INC. November 11, 2003
KMG America CORP • September 27th, 2004 • Life insurance • South Carolina

This Outsourcing Services Agreement, dated as of November 4th, 2003 ("the Effective Date"), is by and between CGI Information Systems & Management Consultants, Inc., a Delaware corporation having offices at 600 Federal Street, Andover, Massachusetts, 01810 ("CGI"), and Kanawha Healthcare Solutions, Inc., a Tennessee corporation having offices at 210 South White Street, Lancaster, South Carolina, 29721 ("Kanawha").

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CREDIT AGREEMENT among KMG AMERICA CORPORATION, as Borrower and WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender $15,000,000 Revolving Credit Facility Dated as of December 21, 2006
Credit Agreement • December 27th, 2006 • KMG America CORP • Life insurance • North Carolina

THIS CREDIT AGREEMENT, dated as of December 21, 2006, is made among KMG AMERICA CORPORATION, a company incorporated under the laws of the Commonwealth of Virginia (“Borrower”), and WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”).

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NOTE SETTLEMENT AGREEMENT
Note Settlement Agreement • December 27th, 2006 • KMG America CORP • Life insurance • North Carolina

This Note Settlement Agreement (this “Settlement Agreement”), dated as of December 21, 2006, is by and among KMG AMERICA CORPORATION, a Virginia corporation (“Maker”), THE SPRINGS COMPANY, a South Carolina corporation (“Shareholders’ Representative”), in its capacity as representative of the Sellers (“Sellers”) as defined in the Agreement (as defined below), Stanley D. Johnson (“SDJ”), SDJ Partners, LP, a Georgia limited partnership (“SDJP”), and Elliott S. Close (“Close”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • KMG America CORP • Life insurance • Virginia

This Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement between KMG America Corporation and Kenneth U. Kuk, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Company”) and Kenneth U. Kuk (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.

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METROPOLITAN LIFE INSURANCE COMPANY,
Metropolitan Life • March 31st, 2005 • KMG America CORP • Life insurance

This Lease is made between Landlord and Tenant named in Article l as of the date set forth therein. Landlord and Tenant, in consideration of the covenants and agreements contained herein, agree as follows:

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AMENDMENT NO. 1
KMG America CORP • September 27th, 2004 • Life insurance

This Amendment No. 1 to the Outsourcing Services Agreement of November 11, 2003 by and between CGI Information Systems & Management Consultants, Inc., a Delaware corporation having offices at 600 Federal Street, Andover, Massachusetts, 01810 ("CGI"), and Kanawha Healthcare Solutions, Inc, a Tennessee corporation having offices at 210 South White Street, Lancaster, South Carolina, 29721 ("Kanawha"), is effective April 1, 2004.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2007 • KMG America CORP • Life insurance • Virginia

This Amendment, effective December 21, 2004 (the “Amendment”) to the Employment Agreement among KMG America Corporation, Kanawha Insurance Company and Thomas D. Sass, dated December 21, 2004 (the “Employment Agreement”) is entered into by and among KMG America Corporation (the “Parent”), Kanawha Insurance Company (the “Company”) and Thomas D. Sass (the “Executive”). Terms used in this Amendment that are not otherwise defined shall have the same meaning given to them in the Employment Agreement.

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AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 5th, 2004 • KMG America CORP • Life insurance

This Amendment No. 1 to Amended and Restated Stock Purchase Agreement (this "Amendment") is made as of November 4, 2004, by and among KMG America Corporation, a Virginia corporation ("Buyer"), the holders of all of the outstanding shares of capital stock of Kanawha Insurance Company, a South Carolina corporation (the "Company"), identified on Schedule A to the Amended and Restated Agreement (as defined herein) (each a "Shareholder" and collectively, the "Shareholders"), represented by The Springs Company pursuant to Section 2.7 of the Amended and Restated Agreement (as defined herein), and the holders of all of the options to purchase the outstanding shares of capital stock of the Company identified on Schedule A to the Amended and Restated Agreement (as defined herein) (collectively, the "Optionholder", and together with the Shareholders, "Sellers").

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