FORM OF AMERISAFE, INC. RESTRICTED STOCK AWARD AGREEMENT

Exhibit 10.2

FORM OF

AMERISAFE, INC.

2012 EQUITY AND INCENTIVE COMPENSATION PLAN

RESTRICTED STOCK AWARD AGREEMENT

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of                 (the “Grant Date”), is entered into by and between AMERISAFE, Inc., a Texas corporation (the “Company”), and                 (the “Grantee”). Where the context permits, references to the Company shall include any successor to the Company. Any capitalized term that is used, but not defined, in this Agreement shall have the meaning assigned to such term in the AMERISAFE, Inc. 2012 Equity and Incentive Compensation Plan (as amended from time to time, the “Plan”).

1. Grant of Restricted Shares. The Company hereby grants to the Grantee, effective as of the Grant Date,                 Common Shares, subject to all of the terms and conditions of this Agreement (the “Restricted Shares”). The Restricted Shares shall be fully paid and nonassessable and shall be, as determined by the Committee, either represented by a certificate or certificates or by electronic direct registration, registered in the Grantee’s name, and endorsed with an appropriate legend referring to the restrictions hereinafter set forth.

2. Restrictions on Transfer. The Restricted Shares may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee, except to the Company, until they have become nonforfeitable as provided in Section 3 hereof; provided, however, that the Grantee’s rights with respect to such Restricted Shares may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance 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 Restricted Shares.

3. Vesting of Restricted Shares.

(a) Normal Vesting. Subject to the terms of Sections 3(b) and 3(c), all of the Restricted Shares shall become nonforfeitable on                 (the “Normal Vesting Date”), provided that the Grantee remains employed by the Company or a Subsidiary through the Normal Vesting Date.

(b) Accelerated Vesting. Notwithstanding anything set forth in Section 3(a) to the contrary, if the Grantee’s employment with the Company and its Subsidiaries terminates prior to the Normal Vesting Date as a result of the Grantee’s death or Disability, then the following percentage of Restricted Shares (rounded to the nearest whole share) shall become nonforfeitable as of the date of such termination (the “Applicable Termination Percentage”):

Date of Termination		Applicable Percentage
Within six months of the Grant Date			0	%
After six months following the Grant Date but within 18 months following the Grant Date			33 1/3	%
After 18 months following the Grant Date but within 30 months following the Grant Date			66 2/3	%
After 30 months following the Grant Date			100	%

(c) Vesting Following Change in Control. If a Change in Control occurs prior to the earlier of (i) the Normal Vesting Date and (ii) the forfeiture of the Restricted Shares pursuant to Section 3(d), and the Grantee’s employment with the Company and its Subsidiaries is terminated prior to the Normal Vesting Date either (A) by the Company without Cause or (B) by the Grantee for Good Reason, then a percentage of the Restricted Shares equal to the Applicable Termination Percentage set forth in Section 3(b) (rounded to the nearest whole share) shall become vested as of the date of such termination.

(d) Forfeiture. Upon the termination of the Grantee’s employment with the Company and its Subsidiaries prior to the Normal Vesting Date for any reason other than those specified in Sections 3(b) or 3(c), the Restricted Shares shall be forfeited, and any certificate(s) representing the Restricted Shares or any evidence of direct registration representing the Restricted Shares covered by this Agreement shall be cancelled.

(e) Definition of Disability. For purposes of this Agreement, “Disability” means that the Grantee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan, or disability plan, covering employees of the Company or a Subsidiary.

4. Dividend, Voting and Other Rights. The Grantee shall have all of the rights of a shareholder with respect to the Restricted Shares, including the right to vote the Restricted Shares 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 the 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 Restricted Shares and otherwise pursuant to the terms of this Agreement.

5. Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with the delivery of Common Shares to the Grantee or any other person under this Agreement, the number of Common Shares to be delivered to the Grantee or such other person may be reduced (based on the Market Value per

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Share as of the date the Common Shares become payable), if so permitted by the Committee, to provide for the taxes required to be withheld, with any fractional shares that would otherwise be delivered being rounded to the nearest whole share. In no event, however, shall the Company accept Common Shares for payment of taxes in excess of required tax withholding rates. The Committee may, at its discretion, adopt any alternative method of providing for taxes to be withheld. Notwithstanding the foregoing, in no event shall the Company be required to withhold or accept Common Shares for payment of any taxes if, in the good faith determination of the Committee, such withholding or acceptance of Common Shares may result in breach of the terms of an agreement that is currently in effect and to which the Company is a party.

6. Governing Law. This Agreement is made under, and shall be construed in accordance with, the internal substantive laws of the State of Texas.

7. Amendments. Any amendment to the Plan is deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment may impair the rights of the Grantee with respect to the Restricted Shares unless agreed to by the Grantee and the Company, which agreement must be in writing and signed by the Grantee and the Company.

8. Notices. All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Grantee to the Company will be in writing and will be deemed sufficient if delivered by hand, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Company at the address set forth below:

AMERISAFE, Inc.

0000 Xxx 000 Xxxx

XxXxxxxx, XX 00000

Attention: General Counsel

All notices, requests, consents and other communications required or provided under this Agreement to be delivered by the Company to the Grantee may be delivered by e-mail or in writing and will be deemed sufficient if delivered by e-mail, hand, facsimile, nationally recognized overnight courier, or certified or registered mail, return receipt requested, postage prepaid, and will be effective upon delivery to the Grantee.

9. Recoupment. This Agreement will be administered in compliance with Section 10D of the Exchange Act, and any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the Common Shares may be traded. In its discretion, the Committee may require surrender to the Company of some or all of the Restricted Shares, or repayment to the Company of an amount in cash equal to all or any portion of the aggregate value of the Restricted Shares as of the Normal Vesting Date (or such earlier date that the Restricted Shares are no longer subject to the restrictions on transfer set forth in Section 2 hereof) if, subsequent to the Normal Vesting Date or such earlier date of vesting, the Company is required to file a restatement of the Company’s financial statements with either the Securities Exchange Commission or any state

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insurance regulatory authority. This discretionary authority of the Committee under this Section 9 is not conditioned on the Grantee having engaged in misconduct that caused or contributed to the need for any such restatement. This Section 9 is not the Company’s exclusive remedy with respect to such matters.

10. Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions of this Agreement, and the remaining provisions of this Agreement will continue to be valid and fully enforceable.

11. Right to Terminate Employment. No provision of this Agreement will limit in any way whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the employment of the Grantee at any time.

12. Relation to Other Benefits. Any economic or other benefit to the Grantee under this Agreement or the Plan will not be taken into account in determining any benefits to which the Grantee may be entitled under any profit sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and will not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

13. 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.

14. Integration. The Restricted Shares 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, which is incorporated herein by reference. As such, this Agreement and the Plan embody the entire agreement and understanding of the Company and the Grantee and supersede any prior understandings or agreements, whether written or oral, with respect to the Restricted Shares.

15. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

16. [Shareholder Approval. The Grantee acknowledges and agrees that the award made pursuant to this Agreement was made conditioned on approval of the Plan by the shareholders of the Company. In the event the Plan is not so approved prior to December 31, 2012, this Agreement shall be null and void.]

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed and delivered by a duly authorized officer, and the Grantee has duly executed and delivered this Agreement, as of the date first written above.

AMERISAFE, INC.

By:

Name:

Title:

GRANTEE