exhibit10-3i.htm


    
       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
        Exhibit
10.3(i)

      

       

      Form
of

       

      FPIC
INSURANCE GROUP, INC.

      AMENDED
AND RESTATED OMNIBUS INCENTIVE PLAN

      PERFORMANCE
UNIT AWARD AGREEMENT

       

      January
5, 2009

       

      [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 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
Performance Unit Award Agreement (including Annexes A and B hereto and all
documents incorporated herein by reference), an award (the “Award”) of
contingent stock (“Performance Units”), as set forth below:

      


      
        
          
            
              
                
                  	
                          Date
      of Grant:

                        	
                          January
      5, 2009

                           

                        
	
                          Target
      Number of Performance Units:

                        	
                           

                          _________________

                           

                        
	
                          Earned
      Number of Performance Units:

                        	
                          Target
      Number multiplied by Payout Percentage multiplied by Vesting
      Percentage

                           

                        
	
                          Payout:

                        	
                          One
      share of the Company’s Common Stock, $.10 par value, for each Performance
      Unit earned

                           

                        
	
                          Payout
      Percentage:

                        	
                          As
      determined by the Committee in accordance with Annexes A and
B

                           

                        
	
                          Performance
      Goal(s):

                        	
                          As
      set forth on Annex A

                           

                        
	
                          Performance
      Period:

                        	
                          As
      set forth on Annex A

                           

                        
	
                          Vesting:

                        	
                          Normal:  100%
      at 12:00 midnight on the last day of the Performance
      Period.  Otherwise as provided on Annex B

                           

                        
	
                          Retention
      and Restrictions on Transfer:

                        	
                          As
      provided on Annex
A

                        


                

              

            

          

        

      

       

      THIS
AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX B HERETO AND THE
PLAN.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Further
terms and conditions of the Award are set forth in Annexes A and B hereto, which
are an integral part of this Performance Unit 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 Performance Unit Award Agreement including Annexes A
and B 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:

       

       

       

       

      ___________________________

       

      Attachments:  
Annex A

                            
Annex B

      



      
        
           


        

        
          2 


          
            

          

        

        
           


        

      

      
 

      ANNEX
A

      TO

      FPIC
INSURANCE GROUP, INC.

      AMENDED
AND RESTATED OMNIBUS INCENTIVE PLAN

      2009
PERFORMANCE UNIT AWARD AGREEMENT

      


      


      
        	
                Retention
      and Restrictions on Transfer:

              	
                The
      Shares issued to the Participant on payout of the Award will be subject to
      such retention requirements and restrictions on transfer as the Committee
      shall adopt or modify during 2009 for recipients of awards of Performance
      Units; provided,
      that such requirements and restrictions must be uniform for all recipients
      of such awards made during 2009.

              
	 
      	 
      
	
                 Performance
      Period:

              	
                January
      1, 2009 – December 31, 2010

              
	 
      	 
      
	
                Performance
      Goals and Payout Percentages:

              	
                The
      following table sets forth the Threshold, Target and Maximum Performance
      Goals for the Performance Period and the Payout Percentages resulting from
      achievement of these Performance Goals.  For each 1/10th of a
      percentage point variation from the Target Performance Goal between the
      Threshold and Maximum Performance Goals, the award will change by 2.50
      percentage points.  For example, achievement of 11.0% return on
      average equity would result in a Payout Percentage of
  75%.

              


      

      


      
        
          
            
              	
                      Performance
      Goals:

                    	
                      The
      

                      following
      

                      levels
      of 

                      ROAE:

                    	
                      Payout
      

                      Percentage:

                    
	
                      Less
      than Threshold

                    	
                      -

                    	
                      0%

                    
	
                      Threshold

                    	
                      10.0%

                    	
                      50%

                    
	
                      Target

                    	
                      12.0%

                    	
                      100%

                    
	
                      Maximum

                    	
                      14.0%

                    	
                      150%

                    
	
                      More
      than Maximum

                    	
                      -

                    	
                      150%

                    


            

          

        

      

      


                            “ROAE”
shall mean the average of the Company’s “returns on average equity” for the
calendar years 2009 and 2010.  For this purpose, “return on average
equity” shall mean the percentage, rounded to the nearest tenth of one percent,
obtained by dividing the Company’s net income during the applicable year by
average common shareholders’ equity during such year, as adjusted as applicable
for:

       

      
        
          	
                  ·  

                	
                  the
      cumulative effect of accounting changes during the Performance
      Period;

                


        

        
          	
                  ·  

                	
                  the
      effect of changes in tax laws during the Performance Period as reflected
      in the Company’s financial statements for the Performance
      Period;

                


        

        
          	
                  ·  

                	
                  the impact of mergers and
      acquisitions completed during the Performance Period on the financial
      results of the Company for the lesser of the subsequent 18 months or the
      remainder of the Performance
Period;

                


        

      

       

       

      
        
          
            A-1 

          

           


        

        
           


          
            

          

        

        
           


        

      

       

       

      
        
          	
                  ·  

                	
                  the effect of state-levied
      guaranty fund assessments levied during the Performance Period to the
      extent not recovered during the Performance Period so as to be neutral to
      the determination of financial performance;
  and

                


        

        
          	
                  ·  

                	
                  costs and expenses accrued or
      incurred during the Performance Period associated with merger and
      acquisition activities that do not ultimately result in a
      transaction;

                


        

      

       

      
        provided, that no adjustment shall be
made to the extent such adjustment would cause the Award not to qualify as
performance-based compensation within the meaning of Section 162(m) of the
Internal Revenue Code and regulations thereunder.

         


        
          
            A-2 


          

          
             


            
              

            

          

          
             


          

        




      ANNEX
B

      TO

      FPIC INSURANCE GROUP,
INC.

      AMENDED AND RESTATED OMNIBUS INCENTIVE
PLAN

      PERFORMANCE UNIT AWARD
AGREEMENT

      


      


                 Under and subject to the provisions of
the Plan, the Company has granted to the Participant an Award of Performance
Units as set forth in this Agreement.  The Award is subject to the
following terms and conditions (which together with Annex A and the other terms
of this Agreement are referred to as this “Agreement”).

      


                 1.           Determination
of Units Earned.  The number of Performance
Units, if any, earned under this Agreement shall be determined by the Committee
in accordance with this Agreement and the Plan as soon as reasonably practicable
after the end of the
Performance Period (but no later than 15 calendar days after the filing of the
Company’s Annual Report on Form 10-K for the last year of the Performance
Period) and will be dependent upon the degree of attainment of the Performance
Goal(s) during the Performance Period.  Performance Units will be
forfeited and not be deemed to be earned unless and to the extent vested in
accordance with Paragraph 3 below.

      


                 2.           Payout of
Award.  Each
Performance Unit earned under this Agreement shall entitle the recipient
to receive a payout of one share of common stock, $.10 par value, of the Company
(a “Share”).  Except as provided elsewhere herein, as soon as
reasonably practicable after the determination of the Performance Units earned
(but no
later than 15
calendar days after the filing of the Company’s Annual Report on Form 10-K for
the last year of the Performance Period) and upon the satisfaction
of the applicable withholding obligations, the Company shall issue to the Participant the Shares to which the
Participant is entitled.  The Company shall issue such Shares without
restriction on transfer other than those provided in Annex A or under the
Plan.  The Company shall issue such Shares, at its option, (i) by
delivery of a stock certificate in the name of the Participant or his or her
designee to the custody of the Participant or (ii) by crediting to a book-entry
account maintained by the Company’s stock transfer agent or its designee for the
benefit of the Participant or his or her designee.

      


                 3.           Vesting and
Forfeiture.  Except as provided on Annex A or
in the Participant's employment, severance or other agreement (if applicable)
(the terms of which are incorporated herein by reference):

      


                            
(a)
           Normal
Vesting and Forfeiture.  Except as provided
elsewhere herein: (i) the Award shall become 100% vested at 12:00 midnight on
the last day of the Performance Period (the “End of the Performance Period”) and
(ii) if the Participant’s employment is terminated at any time prior to the End
of the Performance Period, the entire award shall be forfeited on the date of
such termination of employment.

      


      (b)           Termination
of Employment Without Cause.  If the Participant’s
employment is terminated by the Company without Cause (as defined below) after
December 31, 2009, and prior to the End of the Performance Period, the
Participant shall be vested in the Award on
such
termination in the percentage equal to the percentage of the Performance Period


       

       

      
        
          B-1

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      elapsed on the date twelve months prior
to the End of the Performance Period.  In such event, the payout of
the Award shall be made in the manner and at the time contemplated by Paragraphs
1 and 2 above based upon applying such vesting percentage to the achievement of
the Performance Goal(s) for the entire Performance Period.

      


                            (c)           Death or
Permanent and Total Disability.  If the Participant’s
employment is terminated prior to the End of the Performance Period due to death
or Permanent and Total Disability, the Award shall become 100% vested on the
occurrence of such event.  In such event, the payout of the Award
shall be made in the manner and at the time contemplated by Paragraphs 1 and 2
above based upon achievement of the Performance Goal(s) for the entire
Performance Period.

      


                            (d)           Retirement.  If the Participant’s
employment is terminated prior to the End of the Performance Period due
to Retirement (as defined below), the Participant shall be
vested in the Award on the
occurrence of such event in the percentage equal to
the percentage
of the Performance Period elapsed prior to such termination.  In such
event, the payout of the Award shall be made in the manner and at the time
contemplated by Paragraphs 1 and 2 above based upon applying the vesting
percentage to the achievement of the Performance Goal(s) for the entire
Performance Period.

       

                            (e)           Change
in Control Event.  The
Award shall become 100% vested immediately preceding the occurrence of
a
Change in Control Event,
as defined in subparagraph 3(e)(iii). In
addition, in the event of a Change in
Control Event,

       

                                        
 (i)           the
payout of the Award shall be determined utilizing a Payout Percentage equal to
the greater of 100% or the Payout Percentage determined by the Committee as
though the Performance Period had ended on the last day of the calendar quarter
immediately preceding the earlier of (x) the first public announcement of the
Change in
Control Event
or
of the Company’s entry into a definitive agreement with respect to the Change in
Control Event,
(y) the Company’s entry into a definitive agreement with respect to the Change
in Control Event,
and (z) the date the Change
in Control Event occurs;
and

      


                                        
 (ii)          the payout
of the award shall be made, to the extent feasible, immediately prior to a Change
in Control Event and
in any event as soon as reasonably practicable after any Change
in Control Event.

       

                        (iii)         For
purposes of the Agreement, a “Change
in Control Event”
shall mean a “change
in control”
as such term is defined in Section
409A of
the Internal Revenue Code, as amended, and the rules and regulations adopted
thereunder (as
such statute,
rules
and regulations
shall be amended and further explained from time to time)
(“Section 409A”),
which generally provide as set forth below.

       

      A.           Change
in Ownership. The
acquisition by any individual, entity or group (a “Person”) of ownership of
stock of the Company that, together with stock held by such Person, constitutes
more than 50% of the total fair market value or total voting power of the stock
of the Company.  However,
if any Person is considered to own more than 50% of the total fair market value
or total voting power
of the stock of the Company, the 

       

       

      
        
          B-2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      acquisition of additional
stock by the same Person is not considered to cause a change in ownership of the
Company (or to cause a change in the effective control of the Company).  An
increase in the percentage of stock owned by any one Person as a result of a
transaction in which the Company acquires its stock in exchange for property
will be treated as an acquisition of stock for purposes of this
paragraph.  This paragraph applies only when there is a transfer of
stock of the Company (or issuance of stock of the Company) and stock in the
Company remains outstanding after the transaction.

       

      B.           Change
in Effective Control.  (i)
The acquisition by any Person
during
the 12-month period ending on the date of the most recent acquisition by such
Person, of ownership of stock of the Company possessing 35% or more of the total
voting power of the stock of the Company; or (ii) the replacement of a majority
of the
members
of the Company’s
board
of
directors during
any 12-month period by directors whose appointment or election is not endorsed
by a majority
of the members of the board
of
directors prior
to the date of their
appointment or election.

       

      If
any one Person is considered to effectively control the Company, the acquisition
of additional control of the Company by the same Person is not considered to
cause a change in the effective control of the Company (or to cause a
“change
in ownership”
of the Company within the meaning of this Section).

       

      C.           Change
in Ownership of a Substantial Portion of Assets.  The
acquisition by any Person during the 12-month period ending on the date of the
most recent acquisition by such Person, of assets from the Company that have a
total gross fair market value equal to or more than 40% of the total gross fair
market value of all of the assets of the Company immediately prior to such
acquisition(s).  For this purpose, “gross fair market value” means the
value of the assets of the Company, or the value of the assets being disposed
of, determined without regard to any liabilities associated with such
assets.

       

      In
the event of any conflict between the summary contained in this subparagraph and
the definition of “change
in control” as
defined in Section 409A, Section 409A shall govern.

       

      
                  
(f)           Effect
of Section 409A in Certain Instances.  Notwithstanding
the foregoing, to the extent the Award is subject to Section 409A(a)(2)(B)(i)
(relating to payments made to certain “key employees” of certain publicly-traded
companies), then any payments pursuant to this Paragraph 3 shall be delayed for
such period of time
as necessary to comply with Section
409A(a)(2)(B)(i).  To the extent any payments are delayed, they shall
be paid promptly after such period of delay, in compliance with Section
409A.

         

      

      
                 
(g)           Vesting
and Payout As Affected by Other Agreements.  In
the event the Participant is a party to an employment, severance or other
agreement with the Company 

      

       

       

      
        
          B-3

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      providing
for accelerated vesting or payout of the Award upon termination of employment in
connection with or after a change in control of the Company, (i) the payout of
the Award shall be determined utilizing a Payout Percentage equal to the
greater of 100% or the Payout Percentage determined by the Committee as though
the Performance Period had ended on the last day of the calendar quarter
immediately preceding the earlier of (x) the first public announcement of such
change
in control or of the Company’s entry into a definitive agreement with respect to
the change in control, (y) the Company’s entry into a definitive agreement with
respect to the change in control, and (z) the date the change in control
event
occurs and (ii) the payout of the Award shall be made promptly after such
termination of employment.

      


                 4.           No
Shareholder Rights Until Payout.  During the Performance
Period and until receipt of the Shares, if any, to which the Participant becomes
entitled pursuant to the Award, the Participant shall not have any rights as a
shareholder with respect to the Shares underlying the Award, nor shall the
Participant be entitled to receive dividends or dividend equivalents with
respect to the Shares underlying the Award.

      


                 5.           Tax
Withholding.  The
Company may make such provisions as are necessary for the withholding of all
applicable taxes upon vesting or payout of the Award, in accordance with Article
15 of the Plan.  With respect to the minimum statutory tax withholding
required with respect to the Award, the Participant may elect to satisfy such
withholding requirement by having the Company withhold Shares from the payout of
the Award.

      


                 6.           Ratification
of Actions.  By
accepting this Award or other benefit under the Plan, the Participant and each
person claiming under or through him or her 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.

      


                 7.           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 Performance Unit Award Agreement,
subject to the right of either party to designate at any time hereafter in
writing some other address.

      


                 8.           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.  Further,
“termination” or “termination of employment,” as used in this Agreement to
determine the date of any payment, shall mean the date of the Participant’s
“separation from service” as defined by Section 409A.

      


      As used in this Agreement, “Retirement”
means a termination of employment other than a termination for Cause or due to
death or Permanent and Total Disability by a Participant at or after age 65 or
such earlier date after age 50 as may be approved by the Committee with regard
to such Participant.

       

       

      
        
          B-4

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      As used in this Agreement, “Cause”
means:

      


      (i) in the case where there is no
employment agreement, consulting agreement, change in control agreement or
similar agreement in effect between the Company or an affiliate and the
Participant at the time of the grant of the Award (or where there is such an
agreement but it does not define “cause” (or words of like import)),
the Participant’s fraud or dishonesty that has resulted or
is likely to result in material economic damage to the Company, or the
Participant’s willful nonfeasance if such nonfeasance
is not cured within ten days of written notice from the Company, as determined
in good faith by a vote of
at least two thirds of the non-employee directors of the Company at a
meeting of the board of directors at which the Participant is provided an opportunity to be heard;
or

      


      (ii) in the case where there is such an
agreement at the time of the grant of the Award that defines “cause” (or words
of like import), as defined under such agreement.

      


                 9.           Governing Law and
Severability.  To the extent not preempted by Federal law, the
Performance Unit 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 Performance Unit Award
Agreement shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Performance Unit Award
Agreement, and the Performance Unit Award Agreement shall be construed and
enforced as if the illegal or invalid provision had not been
included.

B-5