Delaware | 001-14953 | 75-2044750 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
9151 Boulevard 26, North Richland Hills, Texas | 76180 |
|
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
| A payment in the amount of $600,000.00 (less applicable withholdings) generally
payable in equal installments in accordance with the Companys regular payroll
schedule over a twelve month period; |
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| A lump sum payment in the amount of $36,982.19 that will accompany the first
installment of the amount described above, representing the equivalent of (a)
twenty-four (24) months of the Company premium payment for continued medical,
prescription drug, and dental coverage for the number of insureds and at the level
of benefits that the Executive elected to receive immediately prior to the
Termination Date plus (b) a tax gross up for applicable federal income tax and
Medicare tax withholdings; |
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| The Company will pay the Executives legal counsel directly for reasonable fees
and expenses incurred in the review and negotiation of the Separation Agreement,
subject to a cap of $5,000.00; |
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| Following September 15, 2012, upon written request by the Executive, the Company
agrees to purchase 28,180 shares of the Companys Class A-2 stock owned by the
Executive, at the fair market value of such shares in effect on the date of
purchase by the Company; and |
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| The Company shall cause The MEGA Life and Health Insurance Company (MEGA) to
pay any commission payments to which the Executive has an ongoing right under the
terms of the Independent Insurance Agent Commission-Only Contract between the
Executive and MEGA dated December 22, 2005, in accordance with the terms of such
agreement; provided, however, that such commission payments shall be calculated
using the bonus table (rather than the base table) and shall not be subject to a
five percent (5%) administrative fee. |
Item 9.01 | Financial Statements and Exhibits |
10.1 | Separation Agreement, dated as of November 3, 2011, between HealthMarkets, Inc. and Jack V.
Heller. |
HEALTHMARKETS, INC. |
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By: | /s/ Kenneth J. Fasola | |||
Name: | Kenneth J. Fasola | |||
Title: | President and Chief Executive Officer | |||
Exhibit No. | Exhibit | |||
10.1 | Separation Agreement, dated as of November 3, 2011, between HealthMarkets, Inc. and Jack V.
Heller. |