Form of Restricted Stock Agreement




 

Exhibit
10(cccc)

 

 

FPIC
INSURANCE GROUP, INC.

 

 

OMNIBUS
INCENTIVE PLAN

 

 

RESTRICTED
STOCK AWARD AGREEMENT

 

 




 

 

 

[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:

 


	
      Date of Grant:
	
      _________________________________

	
      Number
      of Shares of Restricted Stock:
	
      _________________________________

	
      Period
      of Restriction:
	
      Date
      of Grant through ________________

	
      Performance
      Goal:
	
      N/A

	 	 
	
      Vesting
      Schedule:

       
	
      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.




 




















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.

 

 

 

By:______________________________

 

 




 

Agreed:

 

 




___________________________

 

 

Attachment:
Annex A

 

 

 

 








 




















 

ANNEX
A

 

TO

 

FPIC
INSURANCE GROUP, INC.

 

OMNIBUS
INCENTIVE PLAN

 

RESTRICTED
STOCK AWARD AGREEMENT

 


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, 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, 225 Water St., Suite 1400, Jacksonville,
FL  32202; 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.