MIIX GROUP INC
EX-10.54
<DOCUMENT>
<TYPE>EX-10.54
<SEQUENCE>5
<FILENAME>gex10_54.txt
<DESCRIPTION>EX-10.54
<TEXT>
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                                                                   EXHIBIT 10.54

                                    AGREEMENT

     THIS AGREEMENT (the "Agreement") is entered into this 24th day of October,
2001, by THE MIIX GROUP, INCORPORATED (the "MIIX Group") and NEW JERSEY STATE
MEDICAL UNDERWRITERS, INC. (the "Underwriter"), in each case, including their
respective subsidiaries, affiliates, officers, directors, agents, employees,
successors and assigns (hereinafter referred to, collectively, as the
"Company"), and THOMAS M. REDMAN, including his successors, assigns and estate
(hereinafter referred to, collectively, as the "Executive"). The Company and the
Executive are hereinafter referred to, collectively, as the "Parties."

                              W I T N E S S E T H :

     WHEREAS, the Parties have entered into an Employment Agreement, dated as of
December 15, 1999 (the "Employment Agreement"), pursuant to which the Company
has employed the Executive; and

     WHEREAS, the Company and the Executive have mutually agreed to the
termination of the employment of the Executive under the Employment Agreement as
of the Termination Date without cause; and

     WHEREAS, the Executive has been and is entitled to certain payments,
benefits and distributions under the Employment Agreement as well as certain
other agreements and plans (as hereinafter defined) to which the Parties are
party and which the Parties hereby wish to clarify and set forth; and

     WHEREAS, the Company has agreed to pay an incentive bonus to the Executive
in consideration of his continued employment with the Company through the
Termination Date and the other promises and covenants of the Executive as set
forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties hereby agree as follows:

     1.     TERMINATION OF EMPLOYMENT: Pursuant to Section 3.4 of the Employment
Agreement, the Executive's salaried employment with the Company together with
all accompanying benefits of employment shall be deemed terminated, without
cause, on March 31, 2002 or on the date that the Company's year 2001 audited
financial statements are completed (which is expected to be on or about March
31, 2002), whichever is later (the

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"Termination Date"). The Executive shall perform no further services for and
shall have no authority to act on behalf of the Company after the Termination
Date.

     The Parties acknowledge and agree that the Executive is entitled to various
benefits upon termination of employment under the various benefit plans
established by the Company as well as under certain agreements to which the
Executive and the Company are a party which are identified on SCHEDULE 1 annexed
hereto and made a part hereof. The Parties hereby restate those benefits
together with any modifications thereto which the Parties have mutually agreed
upon as expressly provided for in this Agreement.

     It is agreed that the Executive shall not be considered an employee of the
Company after the Termination Date; accordingly, any and all benefits of
employment which are not expressly provided for herein shall not accrue to the
Executive after the Termination Date.

     2.     PAYMENTS TO THE EXECUTIVE: Subject to the Executive's acceptance of
and compliance with all of the terms and conditions set forth in this Agreement,
the Company shall pay to the Executive the following payments:

     (i)    Base Salary from October 17, 2001, payable by the Company in
accordance with its normal payroll practices in biweekly installments, less
applicable deductions, including without limitation, federal and state
withholdings. The biweekly installment to be paid is based on an annual salary
of $ 292,500.

     (ii)   in lieu and in place of year end 2001 bonus and bonus through the
Termination Date under either the Company's Bonus Incentive Plan or Long Term
Incentive Equity Plan, an incentive bonus in the amount of $675,000 payable as
follows:

                  (a)    $375,000 to be paid to the Executive as soon as
      practicable after the Termination Date, less applicable deductions,
      including, without limitation, federal and state withholding, of which 25%
      (I.E., $93,750) shall be deposited by the Company in an escrow account
      maintained by Saiber Schlesinger Satz & Goldstein, LLC (the "Escrow
      Account") as soon as practicable after the execution of this Agreement and
      an additional 25% shall be deposited by the company in the Escrow Account
      on or about January 2, 2002; and

                  (b)    $300,000 to be paid to the Executive in 26 equal
      biweekly installments in accordance with the Company's normal payroll
      practices commencing with the Company's normal payroll period following
      the Termination Date, less applicable deductions, including, without
      limitation, federal and state withholding.

     (iii)  the amount of $46,752, representing accrued but unused vacation and
personal time to which the Executive is entitled less any vacation and personal
time submitted to payroll after August 31, 2001, payable by the Company as soon
as practicable after the

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Termination Date, less applicable deductions, including, without limitation,
federal and state withholding.

     3.     BENEFITS: In addition to the foregoing payments to be made by the
Company to the Executive, the Executive shall be entitled to the following:

     (i)    continuation of insurance coverage for the Executive and his
dependents, to the extent applicable, under the Company's standard health and
life plans and programs as now or as may be in effect until the Termination
Date;

     (ii)   the balance of the Executive's Deferred Compensation Account under
the Company's Deferred Compensation Plan, payable by the Company as soon as
practicable after the Termination Date, less applicable deductions, including,
without limitation, federal and state withholding;

     (iii)  the amounts representing the value of the Executive's vested
benefits under the Company's Pension Plan, which shall be paid out in accordance
with such Plan;

     (iv)   the amounts representing the value of the Executive's vested
benefits under the Company's 401k Plan, which shall be paid out in accordance
with such Plan and the direction of the Executive.

     4.     STOCK PURCHASE AND LOAN AGREEMENTS: The Stock Purchase and Loan
Agreements, dated July 29, 1999 and December 15, 1999 (the "Stock Purchase
Agreements"), between the Company and the Executive are hereby amended as
follows:

     (i)    Section 1.9 of the Stock Purchase Agreements is amended to provide
that upon the termination of the Executive's employment by the Company without
cause, the Executive's obligation to pay the promissory notes executed in
connection with the stock purchases which are the subject of such Stock Purchase
Agreements (the "Promissory Notes") is extended, to be paid, together with
accrued interest thereon, on or prior to March 31, 2007, which date shall,
notwithstanding Section 1.4(a) of the Stock Purchase Agreements, be treated as
the "Maturity Date" for all purposes under the Stock Purchase Agreements, and,
correspondingly, the Executive's termination of employment without cause shall
not be treated as an Event of Default in any place in which that term is used
under the Stock Purchase Agreements;

     (ii)   the Executive's obligation to pay the Promissory Notes shall be
forgiven in the event of the Executive's death or total permanent disability (to
be verified by a physician selected by the Company) prior to the Maturity Date;
provided, however, that the Executive or his estate shall have transferred to
the Company following such death or disability all right, title and interest in
or to the Pledged Collateral (as defined in Section 3.1 of the Stock Purchase
Agreements) or, in the event the fair market value of the Pledged Collateral
exceeds the amount of principal and accrued interest owed under the Promissory
Notes (the "Obligation"), the remaining Pledged Collateral, if any, with a fair
market value in excess of

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the Obligation shall be promptly paid over to the Executive or his estate, as
applicable, less applicable deductions, including, without limitation, federal
and state withholding.

All other terms of the Stock Purchase Agreements and the Promissory Notes not
inconsistent with the foregoing, shall remain in full force and effect. For
purposes of this Section 4, "fair market value" shall have the meaning given
such term in Section 2.15.1 or 2.15.2 of the MIIX Group, Incorporated Amended
and Restated 1998 Long Term Incentive Equity Plan as in effect on October 23,
2001. As of the end of each calendar quarter, and within 10 business days of the
close of such calendar quarter, the Company shall provide the Executive with a
written statement showing the unpaid principal and accrued interest to date.

     5.     STOCK OPTION AGREEMENTS: MIIX Group and the Executive are parties to
the following Non-Qualified Stock Option Agreements (the "Stock Option
Agreements"):

     (i)    Option No. 4, effective July 29, 1999, granting to the Executive an
option to purchase 20,000 shares of MIIX Group common stock at $13.50 per share;

     (ii)   Option No. 80, effective December 15, 1999, granting to the
Executive an option to purchase 10,000 shares of MIIX Group common stock at
$11.90625 per share; and

     (iii)  Option No. 312, effective March 7, 2001, granting to the Executive
an option to purchase 50,000 shares of MIIX Group common stock at $7.45 per
share.

The Stock Option Agreements are subject to various vesting schedules and
Expiration Dates (as defined in the Stock Option Agreements). It is agreed
between MIIX Group and the Executive that, notwithstanding any provision of the
Stock Option Agreements to the contrary, all options subject to the Stock Option
Agreements are deemed fully vested as of the Effective Date hereof and may be
exercised by the Executive all or in parts (but not for less than a whole share)
at any time up to and including March 31, 2007. As of April 1, 2007, any such
stock option or portion thereof that remains unexercised shall expire and may no
longer be exercised.

Any and all dividends which may be declared prior to the expiration or earlier
exercise of the options with respect to the MIIX Group common stock which is the
subject of the Stock Option Agreements shall be paid to the Executive.

     6.     TRANSFER OF SECURITIES: The Executive acknowledges that certain or
all of the securities of the Company which he may currently own or which he may
be entitled to receive or purchase pursuant to the benefits set forth herein are
subject to restrictions on the transferability thereof as a result of applicable
law and the agreements pursuant to which such securities were acquired. The
Executive further acknowledges that transactions in the securities of the
Company effected by this Agreement will be subject to regulatory reporting
requirements on the part of the Company and the Executive.

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     7.     EXECUTIVE'S DUTIES AND OBLIGATIONS:

     (i)    The Executive agrees to immediately return to work and to cooperate
fully with the Company in the performance of his duties as the Chief Financial
Officer at all times up to and including the Termination Date. The Executive
agrees to work in cooperation with Company staff and personnel assigned to his
area and with the Company's independent auditors and accountants.

     (ii)   The Executive agrees to cooperate fully with the Company and any
independent firm retained by the Company to conduct a reserve study at all times
up to and including the Termination Date.

     (iii)  The Executive agrees to take all actions necessary for the
completion of the Company's year 2001 audited financial statements by March 31,
2002 and to use his best efforts to meet the Company's financial projections
unless otherwise required by generally accepted accounting or actuarial
principles.

     (iv)   The Executive agrees to cooperate with and participate as a member
of a committee designated to search for a candidate to replace him as the Chief
Financial Officer after the Termination Date. The Executive further agrees to
cooperate in any transition plan initiated by the Company with respect to the
appointment of a Chief Financial Officer.

     (v)    The Executive agrees that he shall, prior to the Termination Date,
take all such actions as are necessary to insure that the Company's staff and
personnel with responsibility for financial matters are sufficiently informed of
and oriented with the Company's financial status and financial transactions
affecting the Company.

     8.     TERMINATION WITH CAUSE; PROHIBITED REASONS: The Company agrees that
it may not terminate the Executive's employment with cause prior to the
Termination Date because of (a) a downgrade in the rating of the Company by A.M.
Best or (b) a reserve study that discloses the need for a reserve adjustment
based on emerging patterns of loss development.

     9.     LITIGATION; INDEMNIFICATION: (i) The Executive agrees to cooperate
fully with the Company as a party or witness as reasonably requested by the
Company or its counsel in connection with any pending or future litigation,
arbitration, adversary proceeding or claim pertaining to events that occurred on
or before the Termination Date in which the Company, its affiliates, directors,
officers or employees, are involved or interested, including but not limited to
giving interviews, reviewing documents, providing deposition or trial testimony
and other related activities. The Company will reimburse the Executive for
reasonable out-of-pocket expenses incurred by the Executive in providing such
cooperation.

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     (ii)   MIIX Group hereby acknowledges its obligation to indemnify the
Executive as provided by Article VI of its By-Laws for the reasons and causes
stated therein and pursuant to the terms thereof.

     10.    RESIGNATIONS FROM BOARDS OF DIRECTORS AND OFFICERSHIPS: The
Executive agrees, effective with the Termination Date, that he hereby resigns
from all of his positions as a member of the Board of Directors and as an
officer of the Company and of any of its subsidiaries and/or affiliates and that
the Executive shall execute such resignations and any and all further
documentation reasonably requested by the Company to evidence such resignations.

     11.    ANNOUNCEMENT OF RESIGNATION; PRESS RELEASE: The Parties agree that
the Company shall, in its sole discretion, decide on the timing of the
announcement, both publicly and within the Company, of the Executive's
resignation as Chief Financial Officer and the termination of his employment
with the Company. The Company shall draft a press release prior to the time of
such announcement generally stating that the Executive is voluntarily
terminating his employment with the Company, that an orderly transition plan is
being implemented and that the Executive is participating in a search committee
to select his replacement, to which the Executive shall consent, such consent
not to be unreasonably withheld.

     12.    NON-DISCLOSURE BY EXECUTIVE: The Executive agrees that he shall not
and is prohibited from disclosing either verbally or in writing to any employee,
client, vendor, investor, analyst or rating agency of the Company or to any
other person that he will be terminating his employment with the Company prior
to the announcement thereof by the Company or that he is unable to fully perform
the duties of his position for any reason prior to the Termination Date.

     13.    RELEASE BY THE EXECUTIVE: Except for the duties and obligations
expressly provided for in this Agreement, the Executive hereby releases and
forever discharges the Company from any and all causes of action, claims or
demands, known or unknown, up to the date of this Agreement, including (i) those
relating to any obligation or liability of the Company to the Executive under
the Employment Agreement or the agreements and plans identified on SCHEDULE 1
hereto; ( ii) those relating to his employment with the Company or the
termination thereof; (iii) those in tort including, but not limited to, those
for wrongful or retaliatory discharge in violation of public policy or
defamation; (iv) those in contract, whether express or implied; (v) those under
any Company policy, procedure or benefit plan; or (vi) those under any federal,
state or local law, including but not limited to Title VII of the Civil Rights
Act, the Americans With Disabilities Act, the Age Discrimination in Employment
Act, the Employee Retirement Income Security Act, the New Jersey Conscientious
Employee Protection Act, the New Jersey Law Against Discrimination and any other
federal, state or local law, rule or regulation pertaining to employment, wages,

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discrimination, retaliation, or any other terms and conditions of employment.
The Executive gives up any claim to reinstatement and will not apply for
re-employment with the Company.

     14.    RELEASE BY THE COMPANY: Except for the duties and obligations
expressly provided for in this Agreement, the Company hereby releases and
forever discharges the Executive from any and all causes of action, claims or
demands, known by its Board or senior executive officers, up to the date of this
Agreement.

     15.    COMPLETE CONSIDERATION: The Executive acknowledges and agrees that
the above-described consideration is the total consideration which the Executive
shall receive from the Company and that he is not entitled to any additional
payments or consideration of any kind whatsoever under any agreement with the
Company or the Company's policies or benefit plans, including those identified
on SCHEDULE 1 hereto.

     16.    CONFIDENTIALITY/RETURN OF CONFIDENTIAL INFORMATION: The Executive
acknowledges and agrees that he continues to be bound by the confidentiality
provisions contained in Section 6 of the Employment Agreement, which provide,
among other things, that the Executive shall not disclose or use at any time any
of the Company's Confidential Information (as defined in the Employment
Agreement). The Executive further acknowledges and agrees that he is bound by
the provisions of Section 6.2 of the Employment Agreement pursuant to which the
Executive immediately shall deliver to the Company as of the Termination Date
all documents and materials containing Confidential Information relating to the
business or affairs of the Company and all other documents, materials and other
property belonging to the Company or its affiliates, or their customers or
clients, that are in the possession or under the control of the Executive.

     17.    NON-COMPETITION BY EXECUTIVE: (i) The Executive acknowledges the
provisions of Section 5 of the Employment Agreement relating to Non-Competition
and that, except as otherwise expressly provided in this Agreement, he remains
bound by Section 5 of the Employment Agreement. The Parties hereby agree, in
lieu and in place of Section 5.2 of the Employment Agreement, that for a period
of one (1) year from and after the Termination Date, the Executive shall not, as
an employee, consultant or otherwise perform services, directly or indirectly,
for or on behalf of the following companies or their affiliates (each, a
"Competitor") with respect to medical malpractice, hospital liability and
related lines of coverage in the States of New Jersey or Pennsylvania:

               (a)       MLMIC Group/Princeton Insurance Companies

               (b)       GE Global Insurance Group/Employers Reinsurance
                         Corporation/The Medical Protective Company

               (c)       American International Group

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               (d)       Chubb Group of Insurance Companies

               (e)       Clarendon Insurance Group

               (f)       Zurich Financial Services Group

               (g)       Pro Mutual Group

               (h)       Any significant new entrants into the New Jersey or
                         Pennsylvania medical malpractice, hospital liability or
                         related lines of coverage markets. For purposes of this
                         Section 13(a), significant new entrant shall mean any
                         entity or group with which such entity is affiliated
                         with capital equal to or greater than $100 million.

The Executive will not be considered to have violated this covenant by
employment with a Competitor provided that (a) he is not employed within the
division of a Competitor that competes with the Company and (b) the competing
division or divisions of the Competitor do not represent more than 15% of the
revenues of the Competitor.

     (ii)   The Executive further agrees not to make any disparaging remarks or
negative comments about the Company, its business practices or its personnel
matters and not to interfere with the relationship of the Company with its
customers or vendors, or request or cause any of the Company's customers or
vendors to alter, cancel or terminate any business relationship with the
Company.

     (iii)  Each Party hereto acknowledges and agrees that the provisions set
forth herein are reasonable and properly required for the protection of both
Parties. Each Party further acknowledges that any breach of these provisions
would expose the other Party to substantial and irreparable loss, and either
Party may enforce such provisions as well as this Agreement by injunctive or
other equitable relief as necessary.

     18.    EXECUTIVE'S BREACH: The Executive agrees that in the event of any
breach of any provision of this Agreement by the Executive, including, without
limitation, the full performance by the Executive of all duties and obligations
hereunder, in addition to any and all other equitable and legal remedies which
may be available to it, the Company shall be entitled to withhold any payment or
other benefits to be made or provided by it to the Executive under this
Agreement, other than a payment relating to stock options under Section 5 of
this Agreement to the extent utilized to reduce the Executive's Obligation under
the Promissory Notes or a payment to be made to the Executive or his beneficiary
under a plan intended to be qualified under section 401(a) of the Internal
Revenue Code; provided however, that prior to withholding such payment or
benefit, the Company shall give written notice of the breach to the Executive
and allow him a reasonable opportunity of two days to cure a breach that is
capable of being cured consistent with the purposes of this Agreement.

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The Executive acknowledges that the Company's remedies are a reasonable measure
of compensation for breach of this Agreement, and are not punitive in nature.

     19.    NO ADMISSION: Each Party acknowledges that nothing contained in this
Agreement is intended to constitute an admission on the part of either Party of
a violation of any law or of any liability whatsoever. Accordingly, this
Agreement shall not be admissible as evidence in any proceeding as an admission,
but only in a proceeding to enforce its terms.

     20.    FURTHER ACTIONS: Each of the Parties shall use such Party's
reasonable best efforts to take such actions as may be necessary or reasonably
requested by the other Party hereto to carry out and consummate the transactions
contemplated by this Agreement.

     21.    GOVERNING LAW; ARBITRATION; ATTORNEYS FEES: This Agreement shall be
governed by and construed in accordance with the laws of the State of New
Jersey, without giving effect to the conflict of law principles thereof. Except
in the event of a breach or threat of breach of either of Sections 16 or 17
hereof, any controversy or claim arising out of or relating, directly or
indirectly, to this Agreement or the breach thereof shall be finally and
conclusively settled by arbitration in New Jersey in accordance with the
Employment Arbitration Rules of the American Arbitration Association then in
force, and judgment upon the award by the arbitrator(s) may be entered in any
court having jurisdiction thereof. The prevailing party in any arbitration or
legal proceeding brought to enforce or involving a claim of breach of this
Agreement shall be entitled to an award of reasonable attorneys fees incurred in
such proceeding.

     22.    SEVERABILITY: Should any provisions of this Agreement be held to be
illegal, void or unenforceable, such provision shall be of no force and effect.
However, the illegality or unenforceability of any such provision shall have no
effect upon, and shall not impair the enforceability of, any other provision of
this Agreement.

     23.    ENTIRE AGREEMENT: This Agreement contains the complete understanding
between the Company and Executive, and no other promises or agreements shall be
binding unless in writing and signed by such Parties.

     24.    COUNTERPARTS: This Agreement may be executed in counterparts, each
of which shall be deemed to constitute an original and all of which taken
together shall constitute one and the same instrument.

     THE EXECUTIVE ACKNOWLEDGES THAT (I) HE HAS REVIEWED THIS AGREEMENT AND THE
RELEASE CONTAINED IN IT AND HAS BEEN ADVISED TO SEEK THE ADVICE AND ASSISTANCE
OF COUNSEL; ( II) HE HAS HAD TWENTY-ONE (21) DAYS TO INDICATE HIS DECISION TO
ACCEPT THE PAYMENTS AND OTHER BENEFITS PROVIDED FOR IN THIS AGREEMENT, OR TO
REJECT THE OFFERED PAYMENTS AND BENEFITS BY NOT SIGNING THIS AGREEMENT; AND
(III) HE HAS HAD SEVEN (7) DAYS AFTER SIGNING THIS AGREEMENT TO CHANGE HIS MIND
AND REVOKE THIS AGREEMENT. THIS AGREEMENT AND THE RELEASE IN IT BECOME EFFECTIVE
SEVEN (7) DAYS AFTER THE EXECUTIVE HAS SIGNED IT (THAT IS, THE

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AGREEMENT'S "EFFECTIVE DATE") IF THE EXECUTIVE HAS NOT EXERCISED HIS RIGHT
DURING THAT TIME PERIOD TO REVOKE THE AGREEMENT.

     BY SIGNING BELOW, THE COMPANY AND THE EXECUTIVE ACKNOWLEDGE AND AGREE THAT
THEY HAVE CAREFULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT, ENTER INTO
THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND OF THEIR OWN FREE WILL, UNDERSTAND ITS
TERMS AND SIGNIFICANCE AND INTEND TO ABIDE BY ITS PROVISIONS WITHOUT EXCEPTION.


     IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date indicated opposite their respective names.

Date:

-----------------                          -----------------------------------
                                           THOMAS M. REDMAN


                                           THE MIIX GROUP, INCORPORATED
Date:

                                           By:
-----------------                             --------------------------------
                                           Name:
                                           Title:


                                           NEW JERSEY STATE MEDICAL
                                           UNDER-WRITERS, INC.
Date:

                                           By:
-----------------                             --------------------------------
                                           Name:
                                           Title:



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                                   SCHEDULE 1

                              PLANS AND AGREEMENTS

1.   New Jersey State Medical Underwriters, Inc. Pension Plan

2.   New Jersey State Medical Underwriters, Inc. 401K Plan

3.   New Jersey State Medical Underwriters, Inc. Deferred Compensation Plan

4.   New Jersey State Medical Underwriters, Inc. Paid Time Off Plan

5.   The MIIX Group, Incorporated Bonus Incentive Plan

6.   The MIIX Group, Incorporated 1998 Long Term Incentive Equity Plan, as
     amended

7.   Stock Purchase and Loan Agreement and Promissory Note, dated July 29, 1999

8.   Stock Purchase and Loan Agreement and Promissory Note, dated December 15,
     1999

9.   Non-Qualified Stock Option Agreement No. 4, effective July 29, 1999

10.  Non-Qualified Stock Option Agreement No. 80, effective December 15, 1999

11.  Non-Qualified Stock Option Agreement No. 312, effective March 7, 2001






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