Exhibit 10.10
AMERISAFE, INC.
2005 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement"), dated as of
__________, is entered into between AMERISAFE, INC., a Texas corporation (the
"Company"), and ____________________ ("Grantee"). Capitalized terms used herein
but not defined shall have the meanings assigned to those terms in the
AMERISAFE, Inc. 2005 Non-Employee Director Restricted Stock Plan (the "Plan").
W I T N E S S E T H:
A. Grantee is a Non-Employee Director;
B. Pursuant to the terms of the Plan, on ____________, [the date Grantee
was first elected or appointed to the Board] [the date of the Annual Meeting]
("Date of Grant"), Grantee was automatically granted shares ("Restricted Stock")
of the Company's stock, par value $0.01 per share ("Common Shares");
NOW, THEREFORE, in consideration of these premises and the covenants and
agreements set forth in this Agreement, the Company and Grantee agree as
follows:
1. Grant of Restricted Stock. The Company hereby grants to Grantee,
effective as of the Date of Grant, _____ shares of Restricted Stock.
Certificates evidencing shares of Restricted Stock, and any certificates for
Common Shares issued as dividends on, in exchange of, or as replacements for,
certificates evidencing shares of Restricted Stock, shall bear legends referring
to the restrictions set forth herein and any other restrictive legends as the
Company (upon advice of counsel) may deem necessary or advisable. Until such
time as all restrictions have lapsed and the shares of Restricted Stock have
become nonforfeitable, the Company shall retain the certificates evidencing the
same.
2. Restrictions on Transfer. The shares of Restricted Stock may not be
transferred, sold, pledged, exchanged, assigned or otherwise encumbered or
disposed of by Grantee unless and until they have become nonrestricted and
nonforfeitable in accordance with Section 3 hereof; provided, however, that
Grantee's interest in the shares of Restricted Stock may be transferred by will
or the laws of descent and distribution. Any purported transfer, encumbrance or
other disposition of the shares of Restricted Stock that is in violation of this
Section 2 shall be null and void, and the other party to any such purported
transaction shall not obtain any rights to or interest in the shares of
Restricted Stock.
3. Lapse of Restrictions.
(a) The shares of Restricted Stock shall become nonrestricted and
nonforfeitable on the date of the first Annual Meeting after the Date of
Grant, unless earlier forfeited in accordance with Section 4.
(b) Notwithstanding the provisions of Section 3(a) above, all shares
of Restricted Stock shall become immediately nonrestricted and
nonforfeitable upon the occurrence of a Change in Control, as defined in
the Plan.
(c) Notwithstanding the provisions of Section 3(a) above, all shares
of Restricted Stock shall become immediately nonrestricted and
nonforfeitable if Grantee's service on the Board terminates because
Grantee becomes permanently disabled (as determined by the Board) or dies.
4. Forfeiture of Restricted Stock.
(a) Any of the shares of Restricted Stock that remain forfeitable in
accordance with Section 3 hereof shall be forfeited if Grantee's service
on the Board ceases for any reason other than Grantee's permanent
disability (as determined by the Board in its sole discretion) or death
prior to such shares becoming nonforfeitable.
(b) In the event of a forfeiture, the certificate(s) representing
shares of Restricted Stock that have been forfeited shall be cancelled.
5. Dividend, Voting and Other Rights. Grantee shall have all of the rights
of a shareholder with respect to the shares of Restricted Stock, including the
right to vote the shares of Restricted Stock and receive any cash dividends that
may be paid thereon; provided, however, that any non-cash dividend or other
distribution, including any additional Common Shares that Grantee may become
entitled to receive pursuant to a share dividend or other securities as a result
of a merger or reorganization in which the Company is the surviving corporation
or any other change in the capital structure of the Company shall be subject to
the same restrictions as the shares of Restricted Stock and otherwise pursuant
to the terms of this Agreement.
6. Communications. All notices, demands and other communications required
or permitted hereunder or designated to be given with respect to the rights or
interests covered by this Agreement shall be deemed to have been properly given
or delivered when delivered personally or sent by certified or registered mail,
return receipt requested, U.S. mail or reputable overnight carrier, with full
postage prepaid and addressed to the parties as follows:
If to the Company, at: the Company's principal executive office,
addressed to the attention of the Secretary
If to Grantee, at: Grantee's address provided by Grantee on the last
page hereof
Either the Company or Grantee may change the above designated address by written
notice to the other specifying such new address.
7. Interpretation. The interpretation and construction of this Agreement
by the Board shall be final and conclusive. No member of the Board shall be
liable for any such action or determination made in good faith.
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8. Amendments. The Plan may be amended, suspended or terminated and this
Agreement may be amended or canceled by the Board for purposes of satisfying
changes in the law or for any other lawful purposes, provided that (i) no such
action shall adversely affect Grantee's rights under this Agreement without
Grantee's consent, and (ii) all such amendments shall be in writing.
9. Integration. The shares of Restricted Stock are granted pursuant to the
Plan. Notwithstanding anything in this Agreement to the contrary, this Agreement
is subject to all of the terms and conditions of the Plan, a copy of which has
been made available to Grantee and is available upon request to the Secretary at
the address specified in Section 6 hereof and which is incorporated herein by
reference. As such, this Agreement and the Plan embody the entire agreement and
understanding of the Company and Grantee and supersede any prior understandings
or agreements, whether written or oral, with respect to the shares of Restricted
Stock.
10. Severance. In the event that one or more of the provisions of this
Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof and the remaining provisions hereof shall continue
to be valid and fully enforceable.
11. Governing Law. This Agreement is made under, and shall be construed in
accordance with, the laws of the State of Texas, without regard to conflict of
laws principles thereof.
12. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement is executed by a duly authorized
representative of the Company on the day and year first above written.
AMERISAFE, INC.
By: ______________________________________
Name: ____________________________________
Title: ___________________________________
The undersigned Grantee acknowledges receipt of an executed original of this
Agreement and accepts the shares of Restricted Stock subject to the applicable
terms and conditions of the Plan and the terms and conditions hereinabove set
forth.
Date: _______________________ _____________________________
Grantee
GRANTEE: Please complete/update the following information.
Name: ____________________________________________
Home Address: ____________________________________________
____________________________________________
____________________________________________
Social Security Number: ____________________________________________
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