DIRECTOR STOCK OPTION PLAN STOCK OPTION AGREEMENT
DIRECTOR
STOCK OPTION PLAN STOCK OPTION AGREEMENT
THIS
AGREEMENT, made as of ___________-, is by and between FPIC
Insurance Group, Inc.,
a Florida corporation (the “Company”), and _______________
(the “Director”).
WITNESSETH:
WHEREAS,
the Company has adopted the Florida Physicians Insurance Company Director Stock
Option Plan (the “Plan”) for the benefit of its Directors; and
WHEREAS,
the Company wishes to grant to the Director Options under the Plan, on the
terms
and conditions set forth in the Plan and as hereinafter provided;
NOW,
THEREFORE, in consideration of the premises, it is agreed as
follows:
1. Definitions
Terms
used in this Agreement without definition that are defined in the Plan shall
have the same meaning as set forth in the Plan.
2. Grant
of Options
The
Company hereby grants to Director ______ Options to purchase _____ Shares at
an
Option Price per Share of $_____. The Options awarded under this Agreement
are
Nonqualified Stock Options and the provisions hereunder shall be interpreted
consistent therewith.
3. Option
Terms and Exercise
a. Options
awarded under this Agreement may not be exercised by the Director at any time
until such Options are vested as provided in paragraph 4 of this
Agreement.
b. This
Agreement and the Options issued pursuant hereto shall terminate as set forth
in
paragraph 5 of this Agreement.
4. Vesting
One
third (rounded up to a whole number) of the Options set forth in paragraph
2
shall vest on the one year anniversary of the date of this Agreement, with
an
additional one-third of the Options vesting on each of the next two
anniversaries of the date of this Agreement. The Director shall be 100% vested
in all Options awarded under this Agreement if the Director's termination of
service from the Board is as a result of the death, Permanent and Total
Disability (as that term is defined in Code § 22(e)(3)) or retirement at or
after the mandatory retirement age, if any, of such Director. The Director
shall
forfeit any unvested Options upon termination of service as a
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5. Termination
of Service
In
the event the service of the Director is terminated, the Options hereunder
will
terminate upon the earlier of (i) the full exercise of the Option, (ii) the
expiration of ten (10) years, or (iii) two years following the date of
termination of service as a Director.
6. Transferability
of Options
The
Options granted hereunder may be transferred by the Director during his or
her
lifetime to any member of his or her immediate family or a trust established
for
the exclusive benefit of one or more members of his or her immediate family
or
to a former spouse pursuant to a domestic relations order. For purposes of
this
Section, the term “immediate family” is defined as the Director’s spouse,
children, stepchildren, grandchildren (including relationships arising from
legal adoption), and parents. Upon the Director’s death, the Options are
transferable by will or the laws of descent and distribution.
7. Exercise
of Options
a. Options
shall become exercisable at such time as may be provided herein and shall be
exercisable by written notice of such exercise, in the form prescribed by the
Committee, to the Secretary or President of the Company, at its principal
office. The notice shall specify the number of Options that are being
exercised.
b. Shares
purchased pursuant to this Agreement shall be paid for in full at the time
of
such purchase in cash, in Shares, including Shares acquired pursuant to the
Plan, or part in cash and part in Shares. Shares transferred in payment of
the
Option Price shall be valued as of the date of transfer based on their Fair
Market Value.
c. The
Committee may establish rules regarding the types of Shares the Director may
transfer in payment of the Option Price in order to avoid adverse accounting
treatment.
8. Regulation
by the Committee
This
Agreement and the Options granted hereunder shall be subject to the
administrative procedures and rules as the Committee may adopt. All decisions
of
the Committee upon any question arising under the Plan or under this Agreement
shall be conclusive and binding upon the Director and any person or persons
to
whom Options hereunder have been transferred by will or by laws of descent
and
distribution.
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9.
Rights
as a Shareholder
The
Director shall have no rights as a Shareholder with respect to Options granted
hereunder until certificates for Shares of common stock are issued to the
Director.
10. Plan Terms
The
terms of the Plan are incorporated herein by reference.
11.
Effective
Date of Grant
Each
Option granted under this Agreement shall be effective as of the date first
written above.
| ATTEST: | FPIC INSURANCE GROUP, INC. | |
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| By | ||
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Xxxx X. Xxxxx President and Chief Executive Officer
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| WITNESS: | ||
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Director |
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