exhibit10-3g.htm


    


    Form Approved by the Board on
December 12, 2008

                                                        Exhibit 10.3(g)

     

     

    Form
of

     

    FPIC
INSURANCE GROUP, INC.

    AMENDED
AND RESTATED OMNIBUS INCENTIVE PLAN

    RESTRICTED
STOCK AWARD AGREEMENT

     

    [Date]

     

    [Name]

    [Address]

     

    In
accordance with the terms of the Amended and Restated 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:

                	
                  _________________________________

                
	
                  Vesting
      Period:

                	
                  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.

                
	
                  Post-Vesting Retention and
      Restrictions on Transfer:

                	
                  After vesting, the Shares issued
      to the Participant pursuant to the Award will be subject to such retention
      requirements and restrictions on transfer as the Committee shall adopt or
      modify during the calendar year that includes the date of grant for
      recipients of awards of Restricted Stock; provided, that such requirements and
      restrictions must be uniform for all recipients of such awards made during
      the calendar year that includes the date of grant.  Certificates
      representing such Shares may bear appropriate restrictive
      legends.

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    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.

    AMENDED
AND RESTATED 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, in the event of the Participant's termination of employment
      (as defined below) during the Vesting Period (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 of
      employment.  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.  After vesting, the Restricted Stock will be
      subject to the restrictions on transfer and retention requirements, if
      any, set forth in the Restricted Stock Award
  Agreement.

            


    

     

    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 the Shares subject to this Award prior to
vesting.  The Participant shall not be entitled to receive any
dividends with respect to such Shares unless the record date for such dividend
occurs after vesting.  Notwithstanding the foregoing, 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.

     

    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.