Form of Stock Option Agreement, effective Jan 2007


    Exhibit
      10.3(c)

    


    Form
      Revised January 2007

    


    Form
      of 

    FPIC
      INSURANCE GROUP, INC.

    OMNIBUS
      INCENTIVE PLAN STOCK OPTION AGREEMENT

    


    


    THIS
      AGREEMENT, made as of______, ____ is by and between FPIC Insurance Group, Inc.,
      a Florida corporation (the “Company”), and ________ (the
“Optionee”).

    


    


    WITNESSETH:

    


    WHEREAS,
      the Company maintains the Omnibus Incentive Plan (the “Plan”) for the benefit of
      its officers and key employees and the officers and key employees of the
      Subsidiaries; and

    


    WHEREAS,
      the Company wishes to grant to the Optionee Options under the Plan, on the
      terms
      and conditions set forth in the Plan and as hereinafter provided;

    


    NOW,
      THEREFORE, in consideration of the premises, it is agreed as
      follows:

    


    1.   Definitions

    


    Terms
      used in this Agreement that are defined in the Plan shall have the same meaning
      as set forth in the Plan.

    


    As
      used in this Agreement, “termination of employment” shall mean the Optionee’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 Optionee’s
      employer ceasing to be a Subsidiary of the Company, death, Permanent and Total
      Disability, or otherwise.

    


    2.   Grant
      of Options

    


    The
      Company hereby grants to Optionee _____ Options to purchase _____ Shares at
      an
      Option Price per Share of $_____. Of these Options, _____ will be Incentive
      Stock Options pursuant to Section 422 of the Code, and _____ will be
      Nonqualified Stock Options.

    


    3.   Stock
      Option Terms and Exercise Period

    


    a.   Options
      awarded under this Agreement may not be exercised by the Optionee at any time
      until such Options are vested as provided in paragraph 4 of this
      Agreement.

    


    b.   This
      Agreement and the Options issued pursuant thereto shall terminate on the earlier
      of (i) the tenth anniversary of the date of this Agreement, (ii) the date
      such

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Options
      are fully exercised, or (iii) the date determined pursuant to Section 5 hereof
      following the Optionee's termination of employment.

    


    4.   Vesting

    


    Subject
      to Section 10 hereof and the other provisions of this Section 4, one-third
      (rounded up to a whole number) of the Options set forth in paragraph 2 shall
      vest on the one year anniversary of the date of this Agreement, with an
      additional one-third of the Options vesting on each of the next two
      anniversaries of this Agreement, provided the Optionee has remained in the
      employ of the Company or a Subsidiary thereof through the applicable vesting
      date, such vesting maximizing Incentive Stock Options pursuant to Section 422
      of
      the Code, as follows:

    


    
      	 	 	 	
              Options
                Exercisable

               

            
	
              Grant
                Date

               

            	
              Grant
                Type

            	
              Options
                Granted

            	
              Number
                Exercisable

            	
              Date
                Exercisable

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    The
      Optionee shall be 100% vested in all Options awarded under this Agreement (i)
      if
      the Optionee’s termination of employment from the Company and its Subsidiaries
      is as a result of the death, Permanent and Total Disability (as that term is
      defined in Code § 22(e)(3)), or retirement at or after age 65 of the Optionee
      and/or (ii) as provided in the Optionee’s employment, severance or other
      agreement (if applicable). The Optionee shall forfeit any unvested Options
      (i)
      upon termination of employment for any reason other than the death, Permanent
      and Total Disability (as that term is defined in Code § 22(e)(3)) or retirement
      at or after age 65 of the Optionee or (ii) except as otherwise provided in
      the
      Optionee’s employment, severance or other agreement (if
      applicable).

    


    5.   Termination
      of Employment

    


    a.   In
      the event of the Optionee’s termination of employment, the Nonqualified Stock
      Options hereunder that are vested as of the date of termination of employment
      will terminate upon the earlier of (i) the full exercise of the Option, (ii)
      the
      tenth anniversary of the date of this Agreement, or (iii) three years following
      the date of termination of employment, and the Incentive Stock Options hereunder
      that are vested as of the date of termination of employment will terminate
      upon
      the earlier of (i) the full exercise of the Option, (ii) the tenth anniversary
      of the date of this Agreement, or (iii) three months following the date of
      termination of employment. 

    


    b.   Notwithstanding
      the above, in the event the employment of the Optionee is terminated as a result
      of death or Permanent and Total Disability (as that term is defined in Code
§ 22
      (e)(3)) prior to the termination of an Option, such Option may be exercised
      to
      the extent permitted under Section 7.4(c) of the Plan.

    


    
      
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    c.   Any
      portion of the Options hereunder that is unvested on the date of termination
      of
      employment (and that do not become vested on the date of termination of
      employment pursuant to Section 4 hereof), shall expire as of the date of
      termination of employment.

    


    6.   Transferability
      of Options

    


    Except
      as provided in the following sentence, this Agreement and the Options granted
      hereunder shall not be transferable otherwise than by will or by the laws of
      descent and distribution, and shall be exercised, during the lifetime of the
      Optionee, only by the Optionee. Notwithstanding the preceding sentence, the
      Nonqualified Stock Options granted hereunder may be transferred by the Optionee
      during his or her lifetime to any member of his or her immediate family or
      a
      trust established for the exclusive benefit of one or more members of his or
      her
      immediate family or to a former spouse pursuant to a domestic relations order.
      For purposes of this Section, the term “immediate family” is defined as the
      Optionee’s spouse, children, stepchildren, grandchildren (including
      relationships arising from legal adoption), and parents.

    


    7.   Exercise
      of Options

    


    a.   Options
      shall become exercisable at such time as may be provided herein and shall be
      exercisable by written notice of such exercise, in the form prescribed by the
      Committee, to the Secretary or President of the Company, at its principal
      office. The notice shall specify the number of Options that are being
      exercised.

    


    b.   Shares
      purchased pursuant to this Agreement shall be paid for in full at the time
      of
      such purchase in cash, in Shares, including Shares acquired pursuant to the
      Plan, or part in cash and part in Shares. Shares transferred in payment of
      the
      Option Price shall be valued as of the date of transfer based on Fair Market
      Value. Subject to prior approval of the Company, and subject to such
      restrictions or conditions as the Company may prescribe, Options may also be
      exercised with the assistance of a broker.

    


    c.   The
      Committee may establish rules regarding the types of Shares the Optionee may
      transfer in payment of the Option Price in order to avoid adverse accounting
      treatment.

     

    
      8.   Regulation
        by the Committee

       

    

    This
      Agreement and the Options granted hereunder shall be subject to the
      administrative procedures and rules as the Committee may adopt. All decisions
      of
      the Committee upon any question arising under the Plan or under this Agreement
      shall be conclusive and binding upon the Optionee and any person or persons
      to
      whom Options hereunder have been transferred by will or by laws of descent
      and
      distribution.

    


    9.   Rights
      as a Shareholder

    


    The
      Optionee shall have no rights as a Shareholder with respect to Options granted
      hereunder until certificates for Shares of common stock are issued to the
      Optionee.

    


    
      
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    10.   Change
      in Control

    


     
      a.  Upon
      a Change in Control, all Options granted hereunder shall automatically vest
      as
      of the date of such Change in Control and all restrictions or contingencies
      will
      be deemed to have been satisfied.

    


     
      b.  Upon
      a Change in Control, the Options shall remain exercisable until the tenth
      anniversary of this Agreement, notwithstanding any termination of employment
      occurring prior thereto. 

    


    11.   Plan
      Terms

    


     
      The terms of the Plan are incorporated herein by reference.

    


    12.   Governing
      Law and Severability.
      

    


     
      To the extent not preempted by Federal law, this 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 this
      Agreement shall be held illegal or invalid for any reason, the illegality or
      invalidity shall not affect the remaining part of the Agreement, and the
      Agreement shall be construed and enforced as if the illegal or invalid provision
      had not been included.

    


    13.   Effective
      Date of Grant

    


     
      Each Option granted under this Agreement shall be effective as of the date
      of
      this Agreement written above.

    


    
      	 	 	 
	 	FPIC
              INSURANCE GROUP, INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

               

               

            
	 	
              

              Optionee


    

     

     

     

    
      
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