Form of FPIC INSURANCE GROUP, INC. OMNIBUS INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Date]
Form
Revised January 2007
Form
of
FPIC
INSURANCE GROUP, INC.
OMNIBUS
INCENTIVE PLAN
[Date]
[Name]
[Address]
In
accordance with the terms of the Omnibus Incentive Plan (the “Plan”) maintained
by FPIC Insurance Group, Inc. (the “Company”), pursuant to action of the Budget
and Compensation Committee of the Company’s Board of Directors (acting as the
“Committee” as defined in the Plan), the Company hereby grants to you (the
“Participant”), 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:
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Date
of Grant:
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_________________________________
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Number
of Shares of Restricted Stock:
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_________________________________
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Period
of Restriction:
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Date
of Grant through _______________
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Performance
Goal:
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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.
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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 Participant 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. | |
| |
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| By: |
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Agreed:
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Attachment:
Annex A
ANNEX
A
TO
FPIC
INSURANCE GROUP, INC.
OMNIBUS
INCENTIVE 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 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, in the event of the Participant's
termination of employment (as defined below) 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, ▇▇▇ ▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇; 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.
As
used in this Agreement, “termination of employment” shall mean the Participant’s
ceasing to be an employee of the Company or any of its Subsidiaries, whether
by
reason of voluntary or involuntary termination of employment, the Participant’s
employer ceasing to be a Subsidiary of the Company, death, Permanent and Total
Disability, or otherwise.
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.