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.
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”)
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
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.
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”).
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”).
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.
