Severance Agreement dated 12/8/06 for Robert E. White, Jr.


    Exhibit
      10.15

    


    SEVERANCE
      AGREEMENT

    BETWEEN

    FPIC
      INSURANCE GROUP, INC.

    AND

    ROBERT
      E. WHITE, JR.

    


    THIS
      AGREEMENT, effective as of the 8th
      of December, 2006, between FPIC Insurance Group, Inc., a Florida corporation
      (the “Company"), and Robert E. White, Jr., an individual (the
      "Executive").

     

    W
      I T N E S E T H: 

    


    WHEREAS,
      the Executive is a valuable employee of the Company and an integral part of
      its
      management and a key participant in the decision making process relative to
      planning and policy for the Company; and

    


    WHEREAS,
      the Company wishes to encourage the Executive to continue his career and
      services with the Company for the period during and after an actual or
      threatened Change in Control (as hereinafter defined);

    


    NOW
      THEREFORE, it is hereby agreed by and between the parties hereto as
      follows:

     

        
1.    Definitions.

    


    a.   "Board"
      shall mean the Board of Directors of the Company.

    


    b.   "Cause"
      shall mean the Executive's fraud or dishonesty that has resulted or is likely
      to
      result in material economic damage to the Company, or the Executive'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 at which
      the Executive is provided an opportunity to be heard.

    


    c.   "Change
      in Control" shall mean the earlier of the following events:

    


    (i)   either
      (A) receipt by the Company of a report on Schedule 13D, or an amendment to
      such
      a report, filed with the Securities and Exchange Commission pursuant to Section
      13(d) of the Securities Exchange Act of 1934 (the "1934 Act"), disclosing that
      any person (as such term is used in Section 13(d) of the 1934 Act) ("Person"),
      is the beneficial owner, directly or indirectly, of twenty (20) percent or
      more
      of the outstanding stock of the Company, or (B) actual knowledge by the Company
      of facts on the basis of which any Person is required to file such a report
      on
      Schedule 13D, or to file an amendment to such a report, with the SEC (or would
      be required to file such a report or amendment upon the lapse of the applicable
      period of time specified in Section 13(d) of the 1934 Act) disclosing that
      such
      Person 

     

    
      
        
        

      

      
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    is
      the beneficial owner, directly or indirectly, of twenty (20) percent or more
      of
      the outstanding stock of the Company;

     

    (ii)   purchase
      by any Person, other than the Company or a wholly owned Subsidiary of the
      Company, of shares pursuant to a tender or exchange offer to acquire any stock
      of the Company (or securities convertible into stock) for cash, securities
      or
      any other consideration provided that, after consummation of the offer, such
      Person is the beneficial owner (as defined in Rule 13d-3 under the 1934 Act
      regardless of whether the Company or such Person would otherwise be subject
      to
      the 1934 Act), directly or indirectly, of twenty (20) percent or more of the
      outstanding stock of the Company (calculated as provided in paragraph (d) of
      Rule 13d-3 under the 1934 Act in the case of rights to acquire stock regardless
      of whether the Company or such Person would otherwise be subject to the 1934
      Act);

    


    (iii)   either
      (A) the filing by any Person acquiring, directly or indirectly, twenty percent
      (20%) or more of the outstanding stock of the Company of a statement with the
      Florida Department of Insurance pursuant to § 628.461 of the Florida Statutes or
      a successor statutory provision, or (B) actual knowledge by the Company of
      facts
      on the basis of which any Person acquiring, directly or indirectly, twenty
      percent (20%) or more of the outstanding stock of the Company or a controlling
      company is required to file such a statement pursuant to § 628.461 or a
      successor provision;

    


    (iv)   approval
      by the shareholders of the Company of (A) any consolidation or merger of the
      Company in which the Company is not the continuing or surviving corporation
      or
      pursuant to which shares of stock of the Company would be converted into cash,
      securities or other property, other than a consolidation or merger of the
      Company in which holders of its stock immediately prior to the consolidation
      or
      merger have substantially the same proportionate ownership of common stock
      of
      the surviving corporation immediately after the consolidation or merger as
      immediately before, or (B) any consolidation or merger in which the Company
      is
      the continuing or surviving corporation but in which the common shareholders
      of
      the Company immediately prior to the consolidation or merger do not hold at
      least a majority of the outstanding common stock of the continuing or surviving
      corporation (except where such holders of common stock hold at least a majority
      of the common stock of the corporation that owns all of the common stock of
      the
      Company), or (C) any sale, lease, exchange or other transfer (in one transaction
      or a series of related transactions) of all or substantially all the assets
      of
      the Company, or (D) any merger or consolidation of the Company where, after
      the
      merger or consolidation, one Person owns 100% of the shares of stock of the
      Company (except where the holders of the Company's common stock immediately
      prior to such merger or consolidation own at least 90% of the outstanding stock
      of such Person immediately after such merger or consolidation); 

    


    (v)   a
      change in the majority of the members of the Board within a 24-month period
      unless the election or nomination for election by the Company's shareholders
      of
      each new director was approved by the vote of at least two-thirds of


     

    
      
        
        

      

      
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    the
      directors then still in office who were in office at the beginning of the
      24-month period; or

    


    (vi)   completion
      of any transaction as a result of which (i) First Professionals ceases to be
      a
      Subsidiary of the Company, and (ii) the Executive ceases to be an employee
      of
      the Company or one of its Subsidiaries.

    


    d.   "Code"
      shall mean the Internal Revenue Code of 1986, as amended.

    


    e.   "Constructive
      Discharge" shall mean any (i) material change by the Company of the Executive's
      position, functions, or duties to an inferior position, functions, or duties
      from that in effect on the date of this Agreement, (ii) assignment or
      reassignment by the Company of the Executive without the Executive's consent
      to
      another place of employment more than 50 miles from the Executive's current
      place of employment, (iii) liquidation, dissolution, consolidation or merger
      of
      the Company, or transfer of all or substantially all of its assets, other than
      a
      transaction or series of transactions in which the resulting or surviving
      transferee entity has, in the aggregate, a net worth at least equal to that
      of
      the Company immediately before such transaction and expressly assumes this
      Agreement and all obligations and undertakings of the Company hereunder, or
      (iv)
      reduction in the Executive's base salary or percentage target bonus
      opportunity.

    


    f.   "Coverage
      Period" shall mean the period beginning on the Starting Date and ending on
      the
      Ending Date. The "Starting Date" shall be the date on which a Change in Control
      occurs. The "Ending Date" shall be the earlier of (i) the date on which a public
      announcement is made by the Company of its intention to abandon a Change in
      Control transaction, or (ii) the date that is 36 full calendar months following
      the date on which a Change in Control occurs, or (iii) if such Change in Control
      is subject to shareholder approval of such transaction, the date that is 36
      months following the date on which the actual consolidation, merger or sale
      transaction occurs.

    


    g.   "ERISA"
      shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

    


    h.   “First
      Professionals” shall mean First Professionals Insurance Company, Inc., a Florida
      stock insurance company.

    


    i.   "Independent
      Tax Counsel" shall mean an attorney, a certified public accountant with a
      nationally recognized accounting firm, or a compensation consultant with a
      nationally recognized actuarial and benefits consulting firm, with expertise
      in
      the area of executive compensation tax law, who shall be selected by the Company
      and shall be reasonably acceptable to the Executive, and whose fees and
      disbursements shall be paid by the Company.

     

    j.   "Person"
      shall be construed as broadly as possible and shall include an individual or
      natural person, a partnership (including a limited liability partnership),
      a


     

    
      
        
        

      

      
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    corporation,
      a limited liability company, an association, a joint stock company, a trust,
      a
      joint venture, an unincorporated organization, a business, and any other entity.
      

     

    k.   "Subsidiary"
      means, with respect to any Person, any other Person (i) whose securities having
      a majority of the general voting power in electing the board of directors or
      equivalent governing body of such Person (excluding securities entitled to
      vote
      only upon the failure to pay dividends thereon or the occurrence of other
      contingencies) are, at the time as of which any determination is being made,
      owned by such Person either directly or indirectly through one or more other
      entities constituting Subsidiaries, or (ii) a fifty percent (50%) interest
      in
      the profits or capital of whom is, at the time as of which any determination
      is
      being made, owned by such Person either directly or indirectly through one
      or
      more other entities constituting Subsidiaries.

     

    2.   Term.

    


    This
      Agreement shall be effective as of the date of this Agreement and shall continue
      thereafter until (i) the date of the termination of the Executive's employment
      if such date is prior to the Coverage Period or (ii) if a Change in Control
      shall occur prior to the termination of the Executive’s employment, this
      Agreement shall remain in effect until all of the obligations of the parties
      hereunder are satisfied. 

    


    3.   Severance
      Benefit.

    


    a.   If
      at any time during the Coverage Period the Executive's employment with the
      Company or any of its Subsidiaries is terminated by the Company or such
      Subsidiary for any reason other than Cause, death, disability or the transfer
      of
      employment within the Company and its Subsidiaries, or by the Executive in
      the
      event of a Constructive Discharge, then the Company shall pay to the Executive
      (or if the Executive has died before receiving all payments to which he has
      become entitled hereunder, the estate of the Executive) severance pay in a
      lump
      sum cash amount equal to two times the sum of Executive's (i) annual salary
      and
      (ii) target bonus opportunity for the current calendar year (or, if greater
      than
      the target bonus opportunity, the average of the annual bonuses for the three
      prior calendar years). The Company shall also pay Executive any unpaid salary
      or
      benefits accrued to the date of termination. Also, in such event, the Executive
      shall be 100% vested in all stock options, stock appreciation rights, contingent
      stock, restricted stock and other long-term incentive plans. The Executive's
      termination of employment with the Company to become an employee of a Person
      that owns 100% of the Company, an employee of a Person that owns 100% of First
      Professionals or another former Subsidiary of the Company, or an employee of
      First Professionals or another Subsidiary of the Company shall not be considered
      a termination of employment for purposes of this Agreement. The subsequent
      termination of Executive's employment from such Person or from First
      Professionals or such other Subsidiary shall be considered a termination of
      employment for purposes of this Agreement.

    


    b.   The
      Company and the Executive, upon mutual written agreement, may waive any of
      the
      provisions in paragraph 1(e) that would otherwise constitute a Constructive
      Discharge. Pursuant to paragraph 3(a) of this Agreement, the Executive may
      terminate his employment in the event of a Constructive Discharge by providing
      written notice to the Company within three months after the occurrence of such
      event, specifying the event relied upon for a Constructive Discharge.


     

    
      
        
        

      

      
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Within
        ten days of receiving such written notice from the Executive, the Company
        may
        cure the event that constitutes a Constructive Discharge, in which event
        the
        Executive’s termination of employment shall be of no force or
        effect.

    

    


    c.   If
      at any time during the Coverage Period the Executive's employment is terminated
      by the Company for any reason other than Cause, death, disability or the
      transfer of employment within the Company and its Subsidiaries, or by the
      Executive in the event of a Constructive Discharge, and the Executive is
      entitled to the benefits described under subparagraph 1(b) or subparagraph
      4(b)
      of his Employment Agreement dated as of November 1, 2002, and as extended and
      amended thereafter, then the Executive shall be permitted to select either
      (i)
      the benefits that he would otherwise have been entitled to receive for the
      remaining term of his Employment Agreement, or (ii) those payments provided
      for
      under this Agreement. In such event, the Executive shall be permitted to receive
      benefits under either the Employment Agreement or this Agreement, but not
      benefits from both the Employment Agreement and this Agreement.

    


    d.   For
      a period commencing with the month in which termination of employment as
      described in paragraph 3(a) above shall have occurred, and ending
      twenty-four months
      thereafter, the Executive shall be entitled to all benefits under the Company's
      welfare benefit plans (within the meaning of Section 3(1) of ERISA), as if
      the
      Executive were still employed during such period, at the same level of benefits
      and at the same dollar cost to the Executive as is available to all of the
      Company's senior executives generally and if and to the extent that equivalent
      benefits shall not be payable or provided under any such plan, the Company
      shall
      pay or provide tax equivalent benefits on an individual basis. The benefits
      provided in accordance with this paragraph 3(d) shall be secondary to any
      comparable benefits provided by another employer.

    


    e.   If
      Independent Tax Counsel shall determine that the aggregate payments made to
      the
      Executive pursuant to this Agreement and any other payments to the Executive
      from the Company that constitute "parachute payments" as defined in Section
      280G
      of the Code (or any successor provision thereto) ("Parachute Payments") would
      be
      subject to the excise tax imposed by Section 4999 of the Code (the "Excise
      Tax"), then payments under this Agreement shall be reduced to the maximum amount
      that would not trigger such excise tax. The Executive shall be permitted to
      select the benefits to be reduced.

    


    f.   In
      the event of any termination of the Executive's employment described in
      paragraph 3(a), the Executive shall be under no obligation to seek other
      employment, and, except as provided in paragraph 3(a), there shall be no offset
      against amounts due the Executive under this Agreement on account of any
      remuneration attributable to any subsequent employment except as otherwise
      provided in paragraph 3(d) of this Agreement with respect to
      benefits.

    


    4.   Source
      of Payments.

    


    All
      payments provided for in paragraph 3 above shall be paid in cash from the
      general funds of the Company; provided, however, that such payments shall be
      reduced by the amount of any payments made to the Executive or his dependents,
      beneficiaries or estate from any trust or special or separate fund established
      by the Company to assure such payments. The Company shall not be required to
      establish a special or separate fund or other segregation of assets to assure
      such payments, and, if the Company shall make any investments to aid it in
      meeting its obligations 

     

    
      
        
        

      

      
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hereunder,
        the Executive shall have no right, title or interest whatever in or to any
        such
        investments except as may otherwise be expressly provided in a separate written
        instrument relating to such investments. Nothing contained in this Agreement,
        and no action taken pursuant to its provisions, shall create or be construed
        to
        create a trust of any kind, or a fiduciary relationship between the Company
        and
        the Executive or any other Person. To the extent that any Person acquires
        a
        right to receive payments from the Company pursuant to this Agreement, such
        right shall be no greater than the right of an unsecured creditor of the
        Company.

    

    


    5.   Mediation
      and Arbitration. 

    


    Any
      dispute or controversy arising out of or in relation to this Agreement shall
      first be submitted to mediation in the City of Jacksonville, Florida in
      accordance with the Commercial Mediation Rules of the American Arbitration
      Association. If mediation fails to resolve such dispute or controversy, then
      such dispute or controversy shall be determined and settled by arbitration
      in
      the City of Jacksonville, Florida, in accordance with the Commercial Arbitration
      Rules of the American Arbitration Association then in effect, and judgment
      upon
      the award rendered by the arbitrator may be entered in any court of competent
      jurisdiction. The parties hereto agree to use good faith efforts to select
      a
      mediator and, if mediation fails to resolve such dispute or controversy, an
      arbitrator. If the parties cannot agree upon a mediator or arbitrator, such
      mediator or arbitrator shall be selected in accordance with the relevant
      Commercial Rules of the American Arbitration Association then in effect. The
      Company's mediation and arbitration expenses, as well as any litigation costs,
      including legal counsel and reasonable experts, shall be paid by the Company.
      The Executive's mediation and arbitration costs, as well as any litigation
      costs, including legal counsel and reasonable experts, shall be paid by the
      Company, unless the trier of fact determines the Executive's claims thereunder
      are without merit. Whenever any action is required to be taken under this
      Agreement within a specified period of time and the taking of such action is
      materially affected by a matter submitted to mediation or arbitration, such
      period shall automatically be extended by the number of days plus ten that
      are
      taken for the determination of that matter by the parties through mediation
      or
      otherwise by the arbitrator.

    


    6.   Income
      Tax Withholding.

    


    The
      Company may withhold from any payments made under this Agreement all federal,
      state or other taxes as shall be required pursuant to any law or governmental
      regulation or ruling.

    


    
      
        
        

      

      
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    7.   Entire
      Understanding.

    


    This
      Agreement contains the entire understanding between the Company and the
      Executive with respect to the subject matter hereof and supersedes any prior
      severance agreement between the Company and the Executive, except as otherwise
      contemplated by paragraph 3(c) of this Agreement and except that this Agreement
      shall not affect or operate to reduce any benefit or compensation inuring to
      the
      Executive of any kind elsewhere provided (except as otherwise contemplated
      by
      paragraph 3(c) of this Agreement) and not expressly provided for in this
      Agreement, including without limitation, any benefit or compensation provided
      under an executive incentive compensation program of the Company.

    


    8.   Severability.

    


    If,
      for any reason, any one or more of the provisions or part of a provision
      contained in this Agreement shall be held by a court of competent jurisdiction
      to be invalid, illegal or unenforceable in any respect, such invalidity,
      illegality or unenforceability shall not affect any other provision or part
      of a
      provision of this Agreement not held so invalid, illegal or unenforceable,
      and
      each other provision or part of a provision shall to the full extent consistent
      with law continue in full force and effect.

    


    9.   Consolidation,
      Merger, or Sale of Assets.

    


    If
      the Company consolidates or merges into or with, or transfers all or
      substantially all of its assets to, another corporation, the term "Company"
      as
      used herein shall mean such other corporation and this Agreement shall continue
      in full force and effect.

     

        10.    Notices.

     

        All
      notices,
      requests, demands and other communications required or permitted hereunder
      shall
      be given in writing and shall be deemed to have been duly given if hand
      delivered or mailed, postage prepaid, certified or registered, first class
      as
      follows:

    


    a.   to
      the Company:

    


    FPIC
      Insurance Group, Inc.

    Attention:
      Chief Executive Officer

    225
      Water Street, Suite 1400

    Jacksonville,
      Florida 32202

    


    b.   to
      the Executive:

    


    Robert
      E. White, Jr.

    200
      E. Kari Court

    Jacksonville,
      FL 32259

    


    or
      to such other address as either party shall have previously specified in writing
      to the other.

    


    
      
        
        

      

      
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    11.   No
      Attachment.

    


    Except
      as required by law, no right to receive payments under this Agreement shall
      be
      subject to anticipation, commutation, alienation, sale, assignment, encumbrance,
      charge, pledge or hypothecation or to execution, attachment, levy or similar
      process or assignment by operation of law, and any attempt, voluntary or
      involuntary, to effect any such action shall be null, void and of no
      effect.

    


    12.   Binding
      Agreement.

    


    This
      Agreement shall be binding upon, and shall inure to the benefit of, the
      Executive and the Company and their respective permitted successors and
      assigns.

    


    13.   Modification
      and Waiver.

    


    This
      Agreement may not be modified or amended except by an instrument in writing
      signed by the parties hereto. No term or condition of this Agreement shall be
      deemed to have been waived, nor shall there be any estoppel against the
      enforcement of any provision of this Agreement except by written instrument
      signed by the party charged with such waiver or estoppel. No such written waiver
      shall be deemed a continuing waiver unless specifically stated therein, and
      each
      such waiver shall operate only as to the specific term or condition waived
      and
      shall not constitute a waiver of such term or condition for the future or as
      to
      any act other than that specifically waived.

    


    14.   Headings
      of No Effect.

    


    The
      paragraph headings contained in this Agreement are included solely for
      convenience of reference and shall not in any way affect the meaning or
      interpretation of any of the provisions of this Agreement.

    


    15.   Governing
      Law.

    


    This
      Agreement and its validity, interpretation, performance, and enforcement shall
      be governed by the laws of the State of Florida without giving effect to the
      choice of law provisions in effect in such State.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date first above written.

     

    
      	 	 	 
	 	FPIC
              INSURANCE GROUP, INC.
	 
 	 
 	 
 
	 	By:  	/s/ John
              R. Byers
	 	
              
                

                John R. Byers

              President and Chief Executive Officer

            
	 	 


      
        	 	 	 
	 
 	 
 	 
 
	 	  	/s/ Robert
                E.White, Jr.
	 	
                

                Robert E. White, Jr.
	 	 


      



    
      
        
        

      

      
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