exhibit10-2.htm


     

    
      Exhibit
10.2

    

    
 

    AMENDMENT TO THE

    FPIC INSURANCE GROUP,
INC.

    AMENDED AND RESTATED OMNIBUS INCENTIVE
PLAN

    


    This
Amendment to the FPIC Insurance Group, Inc. Amended and Restated Omnibus
Incentive Plan (this “Amendment”), dated as of  March 27, 2009, amends
the FPIC Insurance Group, Inc. Amended and Restated Omnibus Incentive Plan,
originally effective January 13, 1996, and amended and restated as of April 22,
2005 (the “Omnibus Incentive Plan”).

    


    WHEREAS, pursuant to Section
885(f) of the American Jobs Creation Act of 2004, Public Law 108-357 (the
“Act”), the provisions of Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”), will be applicable to certain nonqualified deferred
compensation plans, as defined in such Section 409A, with respect to amounts
deferred after December 31, 2004; and

    


    WHEREAS, the final Section
409A regulations issued by the United States Department of the Treasury and the
Internal Revenue Service were published to provide guidance under Section 409A
(the “409A Regulations”); and

    


    WHEREAS, FPIC Insurance Group,
Inc. (the “Company”) wishes to amend the Omnibus Incentive Plan to clarify
certain provisions of the Omnibus Incentive Plan to demonstrate exemption from
and compliance with the provisions of the 409A Regulations; and

    


    WHEREAS, pursuant to Article
20, the Board may, at any time, amend the Omnibus Incentive Plan;
and

    


    NOW THEREFORE, the Omnibus
Incentive Plan is hereby amended as follows:

    


    1.         Section  2.1
(l) of the Omnibus Incentive Plan is hereby deleted and the following section
shall be inserted in lieu thereof:

    


    “(l)           “Fair Market
Value” means, on or with
respect to, any given date:

    


    
      	
               
      

            	
              (i)

            	
              If
      the Shares are at the time listed or admitted to trading on any stock
      exchange, then the “Fair Market Value” shall be the closing sale prices of
      the Shares on the date in question on the principal exchange on which the
      Shares are then listed or admitted to trading.  If no reported
      sale of the Shares takes place on the date in question on the principal
      exchange, then the reported closing asked price of the Shares on such date
      on the principal exchange shall be determinative of “Fair Market
      Value.”

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the Shares are not at the time listed or admitted to trading on a stock
      exchange, the “Fair Market Value” shall be the mean between the lowest
      reported bid price and highest reported asked price of the Shares on the
      date in question in the over-the-counter market, as such prices are
      reported by the National Association of Securities Dealers through their
      Automated Quotation System for such date, or in a publication of general
      circulation selected by the Committee and regularly reporting the market
      price of Shares in such market.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              (iii)

            	
              If
      the Shares are not listed or admitted to trading on any stock exchange or
      traded in the over-the-counter market, the “Fair Market Value” shall be as
      determined in good faith by the Committee and in compliance with Code
      Section 409A.”

            


    

    


    2.         Section
2.1(aa) “Subsidiary” is
amended by deleting said section in its entirety and replacing it with the
following section in lieu thereof:

    


    “(aa)  “Subsidiary” means any
corporation in an unbroken chain of corporations beginning with the Company if,
at the time of the granting of the Award, each of the corporations (other than
the last corporation) in the unbroken chain owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain, within the meaning of code Section
424(f) and any regulations or rulings promulgated thereunder; provided, however, for purposes
of determining whether any person may be a participant in the Plan for purposes
of any grant of Options or SARs, “Subsidiary” means any corporation in which the
Company owns or controls directly or indirectly more than 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation at the time of the grant.”

    


    3.         Section
6.1 is amended by adding the following phrase to the end thereof:

    


    “provided
that the terms and conditions of any such other forms shall be in compliance
with the requirements of Code Section 409A.”

    


    4.         Section
7.1 is amended by deleting said section in its entirety and replacing it with
the following section in lieu thereof:

    


    “7.1      The
Committee in its sole discretion may designate whether an Option is to be
considered an Incentive Stock Option or a Nonqualified Stock
Option.  The Committee may grant both an Incentive Stock Option and a
Nonqualified Stock Option to the same individual.  However, where both
an Incentive Stock Option and a Nonqualified Stock Option are awarded at one
time, such Options shall be deemed to have been awarded in separate grants,
shall be clearly identified and in no event will the exercise of one such Option
affect the right to exercise the other such Option.”

    


    5.         Section
7.3 is amended by deleting said section in its entirety and substituting the
following in lieu thereof:

    


    “7.3      Except
for Options adjusted or granted pursuant to Section 19.1 herein and replacement
Options granted in connection with a merger, acquisition, reorganization or
similar transaction and in compliance with the requirements of Code Section
409A, the Option Price of an Option shall not be less than one hundred percent
(100%) of the Fair Market Value of such Share on the date the Option is
granted.”


    
      
        2 


      

      
         


        
          

        

      

      
         


      

    


    


    6.         Section
7.6 is amended by adding the following phrase to the end thereof:

    


    “provided
that such terms and conditions shall be in compliance with the requirements of
Code Section 409A.”

    


    7.         The
first sentence of Section 8.2 is amended by deleting said sentence in its
entirety and substituting the following in lieu thereof:

    


    “8.2      An
SAR may be granted in tandem with an Option or on a free standing basis,
provided however that any SAR granted in tandem with an Option shall comply with
the requirements of Code Section 409A at the time of such grant.”

    


    8.         The
first sentence of Section 8.3 is amended by deleting said sentence in its
entirety and substituting the following sentence in lieu thereof:

    


    “8.3      Except
for SARs adjusted or granted pursuant to Section 19.1 and replacement SARs
granted in connection with a merger, acquisition, reorganization or similar
transaction and in compliance with the requirements of Code Section 409A, the
grant price of an SAR shall equal the Fair Market Value of a Share on the date
of grant of the SAR.”

    


    9.         Section
8.6 is amended by adding the following phrase to the end thereof:

    


    “provided
that such terms and conditions shall be in compliance with the requirements of
Code Section 409A.”

    


    10.       Section
9.3 of the Plan is amended by deleting said section in its entirety and
substituting the following in lieu thereof:

    


    “9.3      Contingent
Stock Awards made pursuant to this Plan shall be subject to such terms,
conditions and restrictions, including without limitation, substantial risks of
forfeitures and/or attainment of Performance Measures and for such periods as
shall be determined by the Committee, provided that such terms, conditions and
restrictions shall be in compliance with the requirements of Code Section
409A.  The Committee shall have the power to make a Contingent Stock
Award that is not subject to vesting or any other contingencies in recognition
of an Employee’s prior service and financial impact on the Company provided that
such Award shall be in compliance with Code Section 409A.”

    


    11.       Section
9.5 is amended by adding the following sentence to the end thereto:

    


    “For
purposes of this section, “terminates” shall mean a cessation of the employment
relationship between the participant and the Company that constitutes a
“separation from service” within the meaning of Code Section 409A.”

    


    12.       Section
9.6 is amended by adding the following phrase to the end thereto:

    


    “and
provided that such terms and conditions shall be in compliance with the
requirements of Code Section 409A.”


    
      
        3 


      

      
         


        
          

        

      

      
         


      

    


    


    13.       Section
11.2 is amended by deleting said section in its entirety and replacing it with
the following section in lieu thereof:

     

    
      “11.2    If
a recipient of a Restricted Stock Award has his or her employment terminated and
his or her salary continued through an employment agreement, severance program,
or comparable arrangement, then, to the extent, if any, provided in any such
agreement, program or arrangement, any contingencies and restrictions which are
satisfied or that would have been satisfied during the period for which the
recipient’s salary is to be continued, irrespective of form, will be deemed to
be satisfied and such Shares of Restricted Stock shall be issued and delivered
to the recipient or such recipient’s legal representative no later than the
expiration of the salary continuation program, provided that such delivery is in
compliance with the provisions of Code Section 409A.”

       

    

    14.       Section
11.3 is amended by deleting said section in its entirety and replacing it with
the following section in lieu thereof:

    


    “11.3    Simultaneously
with a Change in Control, all Awards (except for Contingent Stock Awards) will
automatically vest as of that date and all restrictions or contingencies will be
deemed to have been satisfied. Contingent Stock Awards will only automatically
vest as of the date of a Change of Control that constitutes a “change of
control” under the provisions of Code Section 409A.  Except to the
extent otherwise provided in an Award agreement, all Awards that specify a
target level of vesting or achievement shall be deemed to have been satisfied at
the target level.”

    


    15.       Section
19.1 is amended by adding the following phrase to the end thereof:

    


    “and
provided further that any terms and conditions of outstanding Awards adjusted
under this Section 19.1 shall be in compliance with the requirements of Code
Section 409A.”

    


    16.       Section
20.2 is amended by adding the following phrase to the end thereof:

    


    “and
provided that any terms and conditions of Awards adjusted under this Section
20.2 shall be in compliance with the requirements of Code Section
409A.”

    


    17.       Section
20.4 is amended by adding the following phrase to the end thereof:

    


    “provided
that any adjustments under this Section 20.4 shall be in compliance with the
requirements of Code Section 409A.”

    


    18.       Section
25.6 is amended by adding the following sentence to the end
thereto:

    


    “Any
provision in this Plan to the contrary notwithstanding, if an Employee is a
“specified employee” within the meaning of Code Section 409A, any cash or
in-kind payments which constitute “deferred compensation” under Code Section
409A and would otherwise become due under this Plan during the first six (6)
months period after “separation from service” (as such term is defined in Code
409A) for reasons other than death shall be delayed and all such delayed
payments shall be paid in full in the seventh (7Th) month
after the date of


    
      
         
4

      

      
         


        
          

        

      

      
         


      

    


    “separation
from service” and all subsequent payments shall be paid in accordance with their
original payment schedule.”

    


    19.       Except
as stated above, all other provisions of the Plan remain in full force and
effect.

    


    


    IN WITNESS
WHEREOF, the Company has executed this Amendment on the day and
year first above
written.

    
       

      
        
          
            	 	FPIC INSURANCE GROUP,
      INC.	 
	 	 	 	 
	
                     

                  	
                    By: 

                  	 /s/ T. Malcolm
      Graham	 
	 	Title: 
    	 
      General Counsel and Secretary	 
	 	 	 	 
	 	 	 	 


          

        

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      5