Form of Restricted Stock Agreement, effective Jan 2007


     

    Exhibit
      10.3(e)

     

     

    Form
      Revised January 2007

     

     

    Form
      of

     

     

    FPIC
      INSURANCE GROUP, INC.

     

     

    OMNIBUS
      INCENTIVE PLAN

     

     

    RESTRICTED
      STOCK AWARD AGREEMENT

     

     

     

    [Date]

     

     

     

     

    [Name]

    [Address]

    


     

    In
      accordance with the terms of the 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:

            	
              _________________________________

            
	
              Period
                of Restriction:

            	
              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.

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.

     

    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 Period of Restriction
      (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.
      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.

     

    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 and receive regular cash dividends
      paid with respect to the Shares subject to this Award prior to vesting;
      provided, however, that 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.