FPIC INSURANCE GROUP, INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Date]
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Date of Grant: |
_________________________________ |
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Number
of Shares of Restricted Stock: |
_________________________________ |
|
Period
of Restriction: |
Date
of Grant through ________________ |
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Performance
Goal: |
N/A |
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Vesting
Schedule:
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The
Shares of Restricted Stock subject to this Award shall vest as
follows:
1/3
shall vest on ____________________;
1/3
shall vest on ____________________; and
1/3
shall vest on ____________________; provided, that the Participant remains
employed through each such vesting date. |
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:
A. Forfeiture Restrictions. Except as provided otherwise in the Participant's employment, severance or other agreement (if applicable) (any such applicable provisions of which being referred to herein as the “Applicable Provisions”) and except as otherwise provided in Section 2 of this Annex A, if the Participant's employment 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. Any Applicable Provisions shall be deemed incorporated into and a part of the Restricted Stock Award Agreement.
B. Transfer Restrictions. The Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated prior to vesting.
2. Termination of Employment due to Death or Permanent and Total Disability. If the Participant's employment is terminated due to the Participant's death or Permanent and Total Disability (as that term is defined in Code § 22(e)(3)), any unvested portion of this Restricted Stock Award shall immediately vest as of the date of such termination of employment.
3. Change in Control. Upon a Change in Control, as defined in the Plan, any unvested portion of the Restricted Stock Award will immediately vest as of the date of the Change in Control. For purposes of clarity, this provision shall not apply to the Restricted Stock Award if the Restricted Stock Award was forfeited prior to the date of the Change in Control.
4. Vesting of Restricted Stock. Except as provided otherwise in Sections 1, 2 and 3 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.
5. Voting Rights, Dividends and Custody. The Participant shall be entitled to vote and receive regular cash dividends paid with respect to the Shares subject to this Award prior to vesting; provided, however, that in no event shall the Participant 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 Participant and held in the Company's custody prior to vesting. The Participant shall, if so requested by the Company, execute and return to the Company a stock power form respecting the Shares subject to this Award.
6. Tax Withholding. The Company may make such provisions as are necessary for the withholding of all applicable taxes on the Restricted Stock, in accordance with Article 15 of the Plan. With respect to the minimum statutory tax withholding required with respect to the Restricted Stock, the Participant may elect to satisfy such withholding requirement by having the Company withhold Shares from this Award.
7. Ratification of Actions. By accepting this Award or other benefit under the Plan, the Participant and each person claiming under or through him shall be conclusively deemed to have indicated the Participant's acceptance and ratification of, and consent to, any action taken under the Plan or the Award by the Company.
8. 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 Participant shall be addressed to the Participant 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.
9. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Plan.
10. 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, without regard to conflicts of law provisions. 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.
