AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 26th, 2017 • State National Companies, Inc. • Fire, marine & casualty insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this "Agreement"), dated as of July 26, 2017, is by and among Markel Corporation, a Virginia corporation ("Parent"), Markelverick Corporation, a Delaware corporation and wholly-owned direct subsidiary of Parent ("Merger Sub"), and State National Companies, Inc., a Delaware corporation (the "Company").
VOTING AGREEMENTVoting Agreement • August 1st, 2017 • State National Companies, Inc. • Fire, marine & casualty insurance • Delaware
THIS VOTING AGREEMENT (this "Agreement"), dated as of July 26, 2017, is among Markel Corporation, a Virginia corporation ("Parent"), and the Persons executing this Agreement as "Stockholders" on the signature page hereto (each a "Stockholder" and collectively, the "Stockholders").
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 6th, 2014 • State National Companies, Inc. • Fire, marine & casualty insurance • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2014, between State National Companies, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Cash Performance Bonus Opportunity AgreementBonus Opportunity Agreement • March 10th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
This Amendment (this “Amendment”) is dated as of May _20_, 2014, and confirms the discussions between David Cleff (“Employee”) and T.B.A. Insurance Group, Ltd., a Texas limited partnership (the “Employer”), regarding, among other things, the possible bonus payable to Employee based on the Employer’s cumulative corporate underwriting margin over the 2013-2015 period.
SEVERANCE AGREEMENTSeverance Agreement • July 15th, 2014 • State National Companies, Inc. • Texas
This Agreement (this “Agreement”) is dated as of May 20, 2014, and confirms the discussions between Terry Ledbetter (“Employee”) and T.B.A. Insurance Group, Ltd., a Texas limited partnership (the “Company” or the “Employer”), regarding, among other things, amounts payable upon the termination of Employee’s employment with the Company.
SEVERANCE AGREEMENTSeverance Agreement • March 10th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
This Agreement (this “Agreement”) is dated as of May 20 , 2014, and confirms the discussions between Trace Ledbetter (“Employee”) and T.B.A. Insurance Group, Ltd., a Texas limited partnership (the “Company” or the “Employer”), regarding, among other things, amounts payable upon the termination of Employee’s employment with the Company.
Cash Performance Bonus Opportunity AgreementBonus Opportunity Agreement • July 15th, 2014 • State National Companies, Inc. • Texas
This Cash Performance Bonus Opportunity Agreement (this “Agreement”) is made as of June 1, 2013, by and between T.B.A. Insurance Group, Ltd., a Texas limited partnership (the “Employer”), and you, the undersigned executive employee of the Employer (the “Employee” or “you”)
LOAN AGREEMENTLoan Agreement • May 9th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
GUARANTY AGREEMENTGuaranty Agreement • May 9th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
This GUARANTY AGREEMENT (this "Guaranty") is made as of the 31st day of March, 2016, by Guarantor (as hereinafter defined) for the benefit of Lender (as hereinafter defined).
BONUS AGREEMENTBonus Agreement • July 15th, 2014 • State National Companies, Inc. • Texas
This Bonus Agreement (this “Agreement’) is dated as of May 20, 2014, and confirms the discussions between David D. Hale (“Employee”) and T.B.A. Insurance Group, Ltd., a Texas limited partnership (the “Employer” or the “Company”) regarding, the successful completion of a private offering of common stock by the Company’s ultimate parent entity, State National Companies, Inc., a Delaware corporation (“SNCI”) (the “Private Offering”).
LOCK-UP AGREEMENTLock-Up Agreement • July 15th, 2014 • State National Companies, Inc. • New York
SEVERANCE agreementSeverance Agreement • May 9th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
This Severance Agreement (this “Agreement”) dated as of February 4, 2016, is entered into by and between Matthew A. Freeman (“Employee”) and T.B.A. Insurance Group, Ltd., a Texas limited partnership (the “Company” or “Employer”), collectively, the “Parties.”
STATE NATIONAL COMPANIES, INC. 2014 LONG-TERM INCENTIVE PLAN STOCK AWARD AGREEMENT (DIRECTOR)State National Companies • July 15th, 2014 • State National Companies, Inc.
Vesting: This Stock Award is subject to the time-based and performance-based conditions set forth in Exhibits A and B to this Award Agreement, which are incorporated herein by reference. No Shares subject to this Stock Award shall be vested until the Committee certifies that these performance-based conditions set forth in Exhibit B, if any, have been attained. The Committee cannot delegate this certification function.
AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN ANDEmployment Agreement • November 8th, 2017 • State National Companies, Inc. • Fire, marine & casualty insurance
THIS AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is effective June 1, 2017, by and between T.B.A. INSURANCE GROUP, LTD. (“Company”), and MATTHEW A. FREEMAN (the “EMPLOYEE”);
STATE NATIONAL COMPANIES, INC. 2014 Long-Term INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTState National Companies • March 10th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance
The Committee hereby grants to the individual named above (the “Recipient”) a Restricted Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Restricted Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Restricted Stock Award Agreement, the terms and conditions of the Plan shall prevail.
INDENTURE Between T.B.A. INSURANCE GROUP, LTD. and WILMINGTON TRUST COMPANY AS TRUSTEE Dated as of May 26, 2004 FLOATING RATE JUNIOR SUBORDINATED DEBENTURES DUE 2034State National Companies, Inc. • July 15th, 2014 • New York
THIS INDENTURE, dated as of May 26, 2004, between T.B.A. Insurance Group, Ltd., a Texas limited partnership (hereinafter sometimes called the “Company”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
This Employment Agreement (the “Agreement”) is made and entered into as of February 4, 2016, by and between T.B.A. Insurance Group, Ltd., a Texas limited partnership having its principal offices located at 1900 L. Don Dodson Drive, Bedford, Texas 76021 (“Employer” or “Company”), and Matthew A. Freeman (“Employee”), collectively, the “Parties.”
STATE NATIONAL COMPANIES, INC. 2015 CASH INCENTIVE PLAN AWARD AGREEMENTAward Agreement • May 21st, 2015 • State National Companies, Inc. • Fire, marine & casualty insurance
The Committee hereby grants to the individual named above (the “Recipient”) a performance-based cash bonus in the Maximum Amount specified above, provided all of the Performance Goals set forth in Exhibit A hereto are achieved for the Performance Period specified above. For each Performance Goal achieved, the Company will pay the Recipient the amount set forth on Exhibit A hereto corresponding to the respective measure. If Exhibit A includes Threshold, Target and Outstanding levels of performance, the Maximum Amount will be paid only if all of the levels of performance are at Outstanding or higher.
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • July 15th, 2014 • State National Companies, Inc. • Texas
This Separation and Consulting Agreement (this “Agreement”), dated as of May 20, 2014, is made by and between T.B.A. Insurance Group, Ltd., a Texas limited partnership (the “Company”) and Lonnie Ledbetter (“Executive”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 9th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
STATE NATIONAL COMPANIES, INC.State National • May 9th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance
The Committee hereby grants to the individual named above (the “Recipient”) a Restricted Stock Award for the number of Shares listed above, subject to the terms and conditions of the Plan and this Restricted Stock Award Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Restricted Stock Award Agreement, the terms and conditions of the Plan shall prevail.
TERMINATION OF TAX ALLOCATION AND INDEMNIFICATION AGREEMENTAllocation and Indemnification Agreement • July 26th, 2017 • State National Companies, Inc. • Fire, marine & casualty insurance • Texas
WHEREAS, the Company has entered into the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Markel Corporation, a Virginia corporation (“Parent”) and Markelverick Corporation, a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), dated as of July 26, 2017;
STATE NATIONAL COMPANIES, INC. 2014 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • April 1st, 2015 • State National Companies, Inc. • Fire, marine & casualty insurance
Vesting: This Restricted Stock Award is subject to the time-based and performance-based conditions set forth in Exhibits A and B to this Award Agreement, which are incorporated herein by reference. No Shares subject to this Restricted Stock Award shall be vested until the Committee certifies that the performance-based conditions set forth in Exhibit B have been attained. The Committee cannot delegate this certification function.
STATE NATIONAL COMPANIES, INC.State National • May 9th, 2016 • State National Companies, Inc. • Fire, marine & casualty insurance
Total Restricted Stock Award: Number of Shares equal to $_______ divided by Fair Market Value of a Share on the Date of Grant, rounded down to the nearest whole Share
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2014 • State National Companies, Inc. • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of June 18, 2014, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 27,000,000 shares of Common Stock (plus an additional 4,050,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
