0000950134-06-018467 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2006 • HealthMarkets, Inc. • Accident & health insurance • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of September 26, 2006 (the “Effective Date”), by and between HealthMarkets, Inc., a Delaware corporation (“HealthMarkets” or the “Company”) and Michael E. Boxer (the “Executive”). Certain capitalized terms used herein are defined in Section 24.

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FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Form of Nonqualified Stock Option Agreement • September 29th, 2006 • HealthMarkets, Inc. • Accident & health insurance • Delaware

This AGREEMENT (this “Agreement”) is made as of September 26, 2006 (EMPLOYMENT DATE) by and between HealthMarkets, Inc., a Delaware corporation (the “Company”), and Michael E. Boxer (“Optionee”). As a condition precedent to the Company’s grant of the Options (as defined in Section 2 of this Agreement) to Optionee, Optionee is executing and delivering a counterpart of the Stockholders Agreement and thereby agrees to be bound by the Stockholders’ Agreement as a “Management Stockholder” thereunder.

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