Exhibit
10.8


As
Amended and Restated

January 17, 2006


AMCOMP INCORPORATED


AMENDED AND RESTATED

DIRECTORS’ STOCK OPTION PLAN


ARTICLE  I


PURPOSE


The purpose of the
Directors’ Stock Option Plan of AmCOMP Incorporated (the “Plan”) is to secure
for AmCOMP Incorporated and its stockholders the benefits arising from stock
ownership by its Directors.  The Plan
will provide a means whereby such Directors may purchase shares of the common
stock, $.01 par value, of AmCOMP Incorporated pursuant to options granted in accordance
with the Plan.


ARTICLE  II


DEFINITIONS


The following capitalized
terms used in the Plan shall have the respective meanings set forth in this
Article:


2.1           “Board” shall mean the Board of
Directors of AmCOMP Incorporated.  If the
Board designates a committee of Non-Employee Directors (as defined in Rule
16b-3) to administer the Plan, then all references herein to the “Board” shall
also be deemed references to such committee, unless the context otherwise
requires.


2.2           “Code” shall mean the Internal Revenue
Code of 1986, as amended.


2.3           “Company” shall mean AmCOMP
Incorporated.


2.4           “Director” shall mean any person who
is a member of the Board of Directors of the Company.


2.5           “Director Affiliates” shall mean
firms or corporations by which an Eligible Director is employed or for which an
Eligible Director performs substantial service, as well as officers, directors,
employees and affiliates of such firms and corporations.


2.6           “Eligible Director” shall mean any
Director who is not a full or part-time Employee of the Company.


2.7           “Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.


2.8           “Exercise Price” shall mean the price
per Share at which an Option may be exercised.

















2.9           “Fair Market Value” shall mean the
closing sales price of a Share on the principal national securities exchange on
which the Shares are listed (if the Shares are so listed) on the Grant Date or
on the preceding date on which such Shares are traded if no Shares were traded
on such Grant Date.  If the Shares are
not listed on a national securities exchange, Fair Market Value shall mean the
closing price of a Share as quoted on Nasdaq (if the Shares are quoted on
Nasdaq) on the Grant Date or on the preceding date on which such Shares are
traded if no Shares were traded on such Grant Date.  If the Shares are not so listed or quoted,
Fair Market Value shall be deemed to be the average of the high bid and asked
prices of the Shares in the over-the-counter market on the Grant Date, or the
next preceding date on which the last prices were recorded, as reported by the
National Quotation Bureau.  If the Shares
are not publicly traded, Fair Market Value shall be determined by the Board in
a manner consistent with the provisions of the Code.


2.10         “Grant Date” shall mean the Initial Grant
Date and any Subsequent Grant Date.


2.11         “Initial Grant Date” shall mean with
respect to each Eligible Director the earlier of (a) the effective date of an
initial public offering of Shares or (b) the date such Eligible Director is
first elected as a member of the Board.


2.12         “Nasdaq” shall mean the National Market
or the SmallCap Market of the National Association of Securities Dealers
Automated Quotation System, whichever is applicable.


2.13         “Option” shall mean an Option to
purchase Shares granted pursuant to the Plan.


2.14         “Option Agreement” shall mean the
written agreement described in Article VI herein.


2.15         “Permanent Disability” shall mean the
condition of an Eligible Director who is unable to participate as a member of
the Board by reason of any medically determined physical or mental impairment
that can be expected to result in death or that can be expected to last for a
continuous period of not less than 12 months.


2.16         “Purchase Price” shall be the Exercise
Price multiplied by the number of whole Shares with respect to which an Option
may be exercised.


2.17         “Rule 16b-3” shall mean Rule 16b-3
promulgated under the Exchange Act.


2.18         “Securities Act” shall mean the
Securities Act of 1933, as amended.


2.19         “Shares” shall mean shares of common
stock, $.01 par value, of the Company.


2.20         “Subsequent Grant Date” shall mean any
Grant Date other than the Initial Grant Date.


 


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2.21         “Subsidiaries” shall have the meaning
provided in Section 424(f) of the Code.


ARTICLE  III


ADMINISTRATION


3.1           General.  This Plan shall be administered by the Board
in accordance with the express provisions of this Plan.


3.2           Powers of the Board.  The Board shall have full and complete
authority to adopt such rules and regulations and to make all such other
determinations not inconsistent with the Plan as may be necessary for the
administration of the Plan.


ARTICLE  IV


SHARES SUBJECT TO PLAN


Subject to adjustment in
accordance with Article VIII, an aggregate of 200,000 Shares is reserved for
issuance under this Plan.  Shares sold
under this Plan may be either authorized but unissued Shares or reacquired
Shares.  If an Option, or any portion
thereof, shall expire or terminate for any reason without having been exercised
in full, the unpurchased Shares covered by such Option shall be available for
future grants of Options.


ARTICLE  V


GRANTS


5.1           Initial Grants.  On the Initial Grant Date, each Eligible
Director shall be granted an Option with a Purchase Price equal to $66,000.


5.2           Subsequent Grants.  To the extent that Shares remain available
for the grant of Options under the Plan, on January 1 of each year commencing
January 1, 2007, each Eligible Director shall be granted an Option with a
Purchase Price equal to $13,200.


5.3           Discretionary Grants.  The Board shall have the authority to grant
options additional to those representing Initial Grants or Subsequent Grants to
Eligible Directors.


5.4           Adjustment of Grants.  The number of Shares set forth in Section 5.1
and 5.2 as to which Options shall be granted shall be subject to adjustment as
provided in Section 8.1 hereof.


5.5           Compliance With Rule 16b-3.  The Company intends that the Plan meet the
requirements of Rule 16b-3 and that transactions of the type specified in
subparagraphs (c) to (f) inclusive of Rule 16b-3 by officers and directors of
the Company pursuant to the Plan be exempt from the operation of Section 16(b)
of the Exchange Act.  In all cases, the
terms, provisions, conditions and limitations of the Plan shall be


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construed and interpreted consistent with the
Company’s intent as stated in this Section 5.4.


ARTICLE  VI


TERMS OF OPTION


Each Option shall be
evidenced by a written Option Agreement executed by the Company and the
Eligible Director that shall specify the Grant Date, the number of Shares
subject to the Option, the Exercise Price and shall also include or incorporate
by reference the substance of all of the following provisions and such other
provisions consistent with this Plan as the Board may determine.


6.1           Term.  The term of each Option shall be five years
from the Grant Date thereof, subject to earlier termination in accordance with
Articles VI and IX.


6.2           Restriction on Exercise.  Options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Board at grant, provided, however, that in the case of the Eligible Director’s
death or Permanent Disability, the Options held by him will become immediately
exercisable, unless a longer vesting period is otherwise determined by the
Board at grant.  The Board may waive any
installment exercise provision at any time in whole or in part based on
performance and/or such other factors as the Board may determine in its sole
discretion, provided, however, that no Option will be exercisable until
stockholder approval of the Plan shall have been obtained.


6.3           Exercise Price.  The Exercise Price for each Share subject to
an Option shall be the Fair Market Value of the Share as determined in
accordance with Section 2.9.


6.4           Manner of Exercise.  An Option shall be exercised in accordance
with its terms, by delivery of a written notice of exercise to the Company and
payment of the full purchase price of the Shares being purchased.  An Eligible Director may exercise an Option
with respect to all or less than all of the Shares for which the Option may
then be exercised, but a Director must exercise the Option in full Shares.


6.5           Payment.  The Purchase Price of Shares purchased pursuant
to an Option or portion thereof, may be paid:


(a)           in United States Dollars, in cash or
by check, bank draft or money order payable to the Company;


(b)           at the discretion of the Board by
delivery of Shares already owned by an Eligible Director with an aggregate Fair
Market Value on the date of exercise equal to the Purchase Price; and


(c)           through the written election of the
Eligible Director to have Shares withheld by the Company from the Shares
otherwise to be received, with such withheld


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Shares having an
aggregate Fair Market Value on the date of exercise equal to the Purchase
Price.


6.6           Transferability.  No Option shall be transferable otherwise
than by will or the laws of descent and distribution, and an Option shall be
exercisable during the Eligible Director’s lifetime only by the Eligible
Director, his guardian or legal representative; provided, however, that Options
may be transferred in whole or in part to Director Affiliates, and provided,
further, that Options may be transferred pursuant to a qualified domestic
relations order (as defined in the Code or Title I of the Employee Retirement
Income Security Act, or the rules promulgated thereunder).


6.7           Termination of Membership on the
Board.  If an Eligible Director’s
membership on the Board terminates for any reason other than cause, including
the death of an Eligible Director, an Option held on the date of termination
may be exercised in whole or in part at any time within one year after the date
of such termination (but in no event after the term of the Option expires) and
shall thereafter terminate.  If an
Eligible Director’s membership on the Board is terminated for cause, which
determination shall be made by the Board, Options held by him shall terminate
concurrently with termination of membership.


6.8           Compliance With Rule 16b-3.  The terms of grant of an Option to an
Eligible Director may only be changed if permitted under Rule 16b-3.


ARTICLE  VII


GOVERNMENT AND OTHER REGULATIONS


7.1           Delivery of Shares.  The obligation of the Company to issue or
transfer and deliver Shares for exercised Options under the Plan shall be
subject to all applicable laws, regulations, rules, orders and approvals that
shall then be in effect.


7.2           Holding of Stock After Exercise of
Option.  The Option Agreement shall
provide that the Eligible Director, by accepting such Option, represents and
agrees, for the Eligible Director and his permitted transferees hereunder that
none of the Shares purchased upon exercise of the Option shall be acquired with
a view to any sale, transfer or distribution of the Shares in violation of the
Securities Act and the person exercising an Option shall furnish evidence
satisfactory to that Company to that effect, including an indemnification of
the Company in the event of any violation of the Securities Act by such
person.  Notwithstanding the foregoing,
the Company in its sole discretion may register under the Securities Act the
Shares issuable upon exercise of the Options under the Plan.


ARTICLE  VIII


ADJUSTMENTS


8.1           Proportionate Adjustments.  If the outstanding Shares are increased,
decreased, changed into or exchanged into a different number or kind of Shares or


 


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securities of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made to the maximum number and kind of Shares as to which Options may
be granted under this Plan.  A
corresponding adjustment changing the number or kind of Shares allocated to
unexercised Options or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. 
Any such adjustment in the outstanding Options shall be made without
change in the Purchase Price applicable to the unexercised portion of the
Option with a corresponding adjustment in the Exercise Price of the Shares
covered by the Option.  Notwithstanding
the foregoing, there shall be no adjustment for the issuance of Shares on
conversion of notes, preferred stock or exercise of warrants or Shares issued
by the Board for such consideration as the Board deems appropriate.


8.2           Dissolution or Liquidation.  Upon the dissolution or liquidation of the
Company, or upon a reorganization, merger or consolidation of the Company with
one or more corporations as a result of which the Company is not the surviving
corporation, or upon a sale of substantially all of the property or more than 80%
of the then outstanding Shares of the Company to another corporation, the
Company shall give to each Eligible Director at the time of adoption of the
plan for liquidation, dissolution, merger or sale either (a) a reasonable time
thereafter within which to exercise the Option prior to the effective date of
such liquidation or dissolution, merger or sale, or (b) the right to exercise
the Option as to an equivalent number of Shares of stock of the corporation
succeeding the Company or acquiring its business by reason of such liquidation,
dissolution, merger, consolidation or reorganization.


ARTICLE  IX


AMENDMENT OR TERMINATION OF PLAN


9.1           Amendments.  The Board may at any time amend or revise the
terms of the Plan, provided no such amendment or revision shall, unless
appropriate stockholder approval of such amendment or revision is obtained:


(a)           increase the maximum number of Shares
that may be sold pursuant to Options granted under the Plan, except as
permitted under the provisions of Article VIII;


(b)           change the minimum Exercise Price set
forth in Article VI;


(c)           increase the maximum term of Options
provided for in Article VI; or


(d)           permit the granting of Options to
anyone other than as provided in Article V.


9.2           Termination.  The Board at any time may suspend or
terminate this Plan.  This Plan, unless
sooner terminated, shall terminate on the tenth anniversary of its adoption by
the Board.  Termination of the Plan shall
not affect Options previously


 


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granted thereunder. 
No Option may be granted under this Plan while this Plan is suspended or
after it is terminated.


9.3           Consent of Holder.  No amendment, suspension or termination of
the Plan shall, without the consent of the holder of an outstanding Option, alter
or impair any rights or obligations under such Option.


ARTICLE  X


MISCELLANEOUS PROVISIONS


10.1         Privilege of Stock Ownership.  No Eligible Director entitled to exercise any
Option granted under the Plan shall have any of the rights or privileges of a
stockholder of the Company with respect to any Shares issuable upon exercise of
an Option until certificates representing the Shares shall have been issued and
delivered.


10.2         Plan Expenses.  Any expenses incurred in the administration
of the Plan shall be borne by the Company.


10.3         Use of Proceeds.  Payments received from an Eligible Director
upon the exercise of Options shall be used for general corporate purposes of
the Company.


10.4         Governing Law.  The Plan has been adopted under the laws of
the State of Delaware.  The Plan and all
Options which may be granted hereunder and all matters related thereto, shall
be governed by and construed and enforceable in accordance with the laws of the
State of Delaware as it then exists.


ARTICLE  XI


STOCKHOLDER APPROVAL


This Plan is subject to
approval, at a duly held stockholders’ meeting within 12 months after the date
the Board approves this Plan, by the affirmative vote of holders of a majority
of the voting Shares of the Company represented in person or by proxy and entitled
to vote at the meeting.  Options may be
granted, but not exercised, before such stockholder approval is obtained.  If the stockholders fail to approve the Plan
within the required time period, any Options granted under this Plan shall be
void, and no additional Options may thereafter be granted.


 


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