FPIC INSURANCE GROUP, INC. AMENDED AND RESTATED DIRECTOR STOCK PLAN RESTRICTED STOCK AWARD AGREEMENT [Date]
Exhibit
10(hhhh)
FPIC
INSURANCE GROUP, INC.
AMENDED
AND RESTATED DIRECTOR STOCK PLAN
[Date]
[Name]
[Address]
In
accordance with the terms of the Amended and Restated Director Stock Plan (the
"Plan") maintained by FPIC Insurance Group, Inc. (the “Company”), pursuant to
action of the Board of Directors, the Company hereby grants to you (the
"Grantee"), subject to the terms and conditions set forth in this Restricted
Stock Award Agreement (including Annex A hereto and all documents incorporated
herein by reference), an award of restricted shares of Company common stock (the
"Restricted Stock"), as set forth below:
|
Date
of Grant: |
_________________________________ |
|
Number
of Shares of Restricted Stock: |
_________________________________ |
|
Period
of Restriction: |
Date
of Grant through _______________ |
|
Performance
Goal: |
N/A |
|
Vesting
Schedule:
|
The
Shares of Restricted Stock subject to this Award shall vest on
____________________; provided that the Grantee remains in the service of
the Company as a Director through such vesting date(s).
|
THESE
SHARES OF RESTRICTED STOCK ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A
HERETO AND THE PLAN.
Further
terms and conditions of the Award are set forth in Annex A hereto, which is an
integral part of this Restricted Stock Award Agreement.
All
terms, provisions and conditions applicable to the Award set forth in the Plan
and not set forth herein are hereby incorporated by reference herein. To the
extent any provision hereof is inconsistent with the Plan, the Plan will
govern. The Grantee hereby acknowledges receipt of a copy of this
Restricted Stock Award Agreement including Annex A hereto and a copy of the Plan
and agrees to be bound by all the terms and provisions hereof and
thereof.
FPIC
INSURANCE GROUP, INC.
By:______________________________
Agreed:
___________________________
Attachment:
Annex A
ANNEX
A
TO
THE
FPIC
INSURANCE GROUP, INC.
AMENDED
AND RESTATED DIRECTOR STOCK PLAN
It is understood
and agreed that the Award of Restricted Stock evidenced by the Restricted Stock
Award Agreement to which this is annexed and a part is subject to the following
additional terms and conditions:
1. Forfeiture
and Transfer Restrictions.
|
A.
|
Forfeiture
Restrictions. Except as otherwise provided in Section 2 of this
Annex A, if the Grantee's service as a Director is terminated during the
Period of Restriction (as set forth in the Restricted Stock Award
Agreement), any unvested portion of this Restricted Stock Award shall be
forfeited as of the date of termination. |
|
B.
|
Transfer
Restrictions. The Restricted Stock may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated
prior to vesting. |
2. Termination of Service due to Death or Permanent and Total Disability. If the Grantee's service as a Director is terminated due to the Grantee's death or Permanent and Total Disability, any unvested portion of this Restricted Stock Award shall immediately vest as of the date of such termination of employment.
3. Vesting
of Restricted Stock.
Except as provided otherwise in Sections 1 and 2 of this Annex A, the
Restricted Stock shall vest in accordance with the Vesting Schedule set forth in
the Restricted Stock Award Agreement.
Any Shares that do not vest shall be forfeited.
4. Voting
Rights, Dividends and Custody.
The Grantee shall be entitled to vote and receive regular dividends paid with
respect to the Shares subject to this Award prior to vesting; provided, however,
that in no event shall the Grantee vote or receive dividends paid with respect
to any forfeited Shares on or after the date of forfeiture. The Shares subject
to this Award shall be registered in the name of the Grantee and held in custody
by the Company or by a bank or other institution prior to vesting. The Grantee
shall, if so requested by the Company, execute and return to the Company a stock
power form respecting the Shares subject to this Award.
5. Ratification
of Actions.
By accepting this Award or other benefit under the Plan, the Grantee and each
person claiming under or through him shall be conclusively deemed to have
indicated the Grantee's acceptance and ratification of, and consent to, any
action taken under the Plan or the Award by the Company.
6. Notices.
Any notice hereunder to the Company shall be addressed to its office at One
Enterprise Center, 000 Xxxxx Xx., Xxxxx 0000, Xxxxxxxxxxxx, XX 00000; Attention:
Corporate Secretary, and any notice hereunder to the Grantee shall be addressed
to the Grantee at the address specified on the Restricted Stock Award Agreement,
subject to the right of either party to designate at any time hereafter in
writing some other address.
7. Definitions.
Capitalized terms not otherwise defined herein shall have the meanings given
them in the Plan.
8. Governing
Law and Severability.
To the extent not preempted by Federal law, the Restricted Stock Award Agreement
will be governed by and construed in accordance with the laws of the State of
Florida, excluding any conflicts or choice of law, rule or principle that might
otherwise refer construction or interpretation of this Restricted Stock Award
Agreement to the substantive law of another jurisdiction. In the event any
provision of the Restricted Stock Award Agreement shall be held illegal or
invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Restricted Stock Award Agreement, and the Restricted
Stock Award Agreement shall be construed and enforced as if the illegal or
invalid provision had not been included.
