exhibit10-1.htm


    
      Exhibit
10.1


       

      AMENDMENT TO THE

      FPIC INSURANCE GROUP,
INC.

      AMENDED AND RESTATED DIRECTOR STOCK
PLAN

      


      This
Amendment to the FPIC Insurance Group, Inc. Amended and Restated Director Stock
Plan (this “Amendment”), dated as of  March 27, 2009, amends the FPIC
Insurance Group, Inc. Amended and Restated Director Stock Plan, originally
effective January 13, 1996, and amended and restated as of April 22, 2005 (the
“Director Stock 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 Director Stock Plan to clarify certain
provisions of the Director Stock Plan to demonstrate exemption from and
compliance with the provisions of the 409A Regulations; and

      


      WHEREAS, pursuant to Article
12, the Board may, at any time, amend the Director Stock Plan; and

      


      NOW THEREFORE, the Director
Stock Plan is hereby amended as follows:

      


      1.           Section  2.1
(i) of the Director Stock Plan is hereby deleted and the following section shall
be inserted in lieu thereof:

      


      “(i)       “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
5.5 is amended by adding the following sentence to the end thereof:

      


      “Any
adjustment made in the number and kind of Shares that may be delivered under the
Plan as set forth in this Section 5.5 shall be made in compliance with the
requirements of Code Section 409A.”

      


      3.         Section
7.1(f) is amended by adding the following phrase to the end
thereof:

      


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

      


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

      


      “8.3     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.”

      


      5.         The
first sentence of Section 8.4 is amended by deleting said sentence in its
entirety and substituting the following sentence in lieu thereof:

      


      “8.4     Except
for SARs adjusted or granted pursuant to Section 5.5 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.”

      


      6.         Section
8.7 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.         Section
9.3 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 transfer restrictions, 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.”

      


      



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

      


      “9.5     Each
Contingent Stock agreement shall set forth the extent to which the Director
shall have the right to receive unvested Contingent Stock following termination
of service as a Director. Such provisions shall be determined in the sole
discretion of the Committee (subject to applicable law), shall be included in
the Contingent Stock agreement entered into with each Director, need not be
uniform among all Shares of Contingent Stock issued pursuant to the Plan and may
reflect distinctions based on the reasons for the termination of service,
provided that the Committee shall exercise such discretion and that all
Contingent Stock agreements entered into with each Director, shall comply with
the requirements of Code Section 409A.”

      


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

      


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

      


      10.       Section
18.6 is amended by adding the following sentence to the end
thereto:

      


      “
If a Director becomes 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  “separation from service.”

      


      11.       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	 
	 	 	 	 
	 	 	 	 


          

        

      

       

       

      
 



     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

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