Stock Incentive Plan of 2006



 EXHIBIT 10.8 
  
 FREMONT MICHIGAN INSURACORP, INC. 
  
 STOCK INCENTIVE PLAN OF 2006 
 February 24, 2006 
  
 1. PURPOSES

  
 The general purposes of this Stock Incentive Plan (the
“Plan”) are to encourage employees and non-employee directors of Fremont Michigan InsuraCorp, Inc. (the “Company”) and its Affiliates (as defined below) to acquire a proprietary interest in the Company in order to create an
increased incentive to contribute to the Company’s future success and prosperity, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals upon whom the sustained progress, growth,
and profitability of the Company depend, thus enhancing the value of the Company for the benefit of its stockholders. 
  
 2. DEFINITIONS 
  
 “Affiliate” means any entity in which the Company directly or indirectly has a significant equity interest under generally accepted
accounting principles and any other entity in which the Company has a significant direct or indirect equity interest as determined by the Committee. The term shall also include any entity which, with respect to the Company, satisfies the definitions
of “parent corporation” or “subsidiary corporation” stated in Section 424 of the Code. 
  
 “Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or
Other Stock-Based Award granted under the Plan. 
  
 “Award
Agreement” means a written agreement, contract, or other instrument or document evidencing an Award. 
  
 “Board” means the Board of Directors of the Company. 
  
 “Code” means the Internal Revenue Code of 1986, as amended. 
  
 “Committee” means the Compensation Committee of the Board of
Directors.
  
 “Disability” means, with respect to
a given Participant at a given time, any medically determinable physical or mental impairment that the Committee, on the basis of competent, medical evidence, reasonably determines has rendered or will render the Participant permanently and totally
disabled within the meaning of Section 422(c)(6) of the Code (or such successor section as is in effect at the time). 
  
 “Dividend Equivalent” means a right granted under Section 6(e) of the Plan. 
  
 “Effective Date” means February 24, 2006, subject to
approval by the stockholders of the Company at the 2006 Annual Meeting of Shareholders or any adjournment thereof. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Fair Market Value” means, with respect to a Share on a given date: (a) if the Shares are listed for
trading on a national securities exchange (including, for this purpose, the National Market System (“NMS”) of the National Association of Securities Dealers Automated Quotation System (“NASDAQ”)) on that date, the closing Share
price on that exchange (or, if there is more then one, the principal such exchange), or, for the NMS, the last sale price, on the day immediately preceding the date as of which fair market value is being determined, or on the next preceding day on
which Shares were there traded if no Shares were traded on the immediately preceding 








 
day; (b) if the Shares are not listed for trading on any securities exchange (including the NMS) on that date but are reported by NASDAQ, and market
information concerning the Shares is published on a regular basis in The Wall Street Journal or The New York Times, the average of the daily bid and low asked prices of the Shares, as so published, on the day nearest preceding the date in question
for which the prices were published; (c) if (a) is inapplicable and market information concerning the Shares is not regularly published as described in (b), the average of the high bid and low asked prices of the Shares in the
over-the-counter market on the day nearest preceding the date in question as reported by NASDAQ (or, if NASDAQ does not report prices for the Shares, another generally accepted reporting service); or (d) if none of the above are applicable, the
fair market value of a Share as, of the date in question, determined by the Committee. 
  
 “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option. 
  
 “Option” means an option to buy Shares granted under Section 6(a) of the Plan. 
  
 “Other Stock-Based Award” means a right granted under
Section 6(f) of the Plan. 
  
 “Participant”
means an employee or non-employee director of the Company or any Affiliate designated to be granted an Award under the Plan. 
  
 “Performance Award” means a right granted under Section 6(d) of the Plan. 
  
 “Restricted Period” means the period of time during which an
Award of Restricted Stock or Restricted Stock Units is subject to transfer restrictions and potential forfeiture. 
  
 “Restricted Stock” means a Share granted under Section 6(c) of the Plan. 
  
 “Restricted Stock Unit” means a right granted under
Section 6(c) of the Plan that is denominated in Shares. 
  
 “Rule 16b-3” means Securities and Exchange Commission Rule 16b-3 (or any successor rule or regulation), as applicable with respect to the Company at a given time. 
  
 “Section 16” means Section 16 of the Exchange Act and
the rules and regulations implementing it, or any successor provision, rule, or regulation in effect at a given time. 
  
 “Section 16 Reporting Person” means a person who is a director or officer of the Company for purposes of Section 16. 
  
 “Shares” means shares of the Company’s common stock, no
par value per share, or such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 4 (b) of the Plan. 
  
 “Stock Appreciation Right” means a right granted under
Section 6(b) of the Plan. 
  
 3. ADMINISTRATION 
  
 The Committee shall administer the Plan. Subject to the terms and
limitations stated in the Plan, and to applicable law, the Committee’s authority shall include without limitation the power to: 
  
 (a) designate Participants; 
  
 (b) determine the types of Awards to be granted and the times at which Awards will be granted; 







 (c) determine the number of Shares to be covered by Awards and any payments, rights, or
other matters to be calculated in connection with them; 
  
 (d) determine the terms and conditions of Awards and amend the terms and conditions of outstanding Awards, including the acceleration of vesting of rights granted by Awards and the shortening of a Restricted Period;

  
 (e) determine how, whether, to what extent,
and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, or other securities or property, or canceled, forfeited, or suspended; 
  
 (f) determine how, whether, to what extent, and under what circumstances cash, Shares, other Awards, other
securities or property, or other amounts payable with respect to an Award shall be deferred, whether automatically or at the election of the holder or of the Committee; 
  
 (g) determine the methods and procedures for establishing the value of any property (including, without
limitation, Shares or other securities) transferred, exchanged, given, or received with respect to the Plan or any Award; 
  
 (h) prescribe and amend the forms of Award Agreements and other instruments required under or advisable with respect to the Plan;

  
 (i) interpret and administer the Plan, Award
Agreements, Awards, and any contract, document, instrument, or agreement relating to it; 
  
 (j) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the
administration of the Plan; 
  
 (k) decide all
questions and settle all controversies and disputes which may arise in connection with the Plan, Award Agreements, or Awards; 
  
 (l) delegate to one or more other directors of the Company (who need not be “non-employee directors” within the meaning of Rule
16b-3) the authority to designate and grant Awards to Eligible Participants, provided those Participants are not Section 16 Reporting Persons; and 
  
 (m) make any other determination and take any other action that the Committee deems necessary or desirable for the interpretation,
application, or administration of the Plan, Award Agreements, or Awards. 
  
 All designations, determinations, interpretations, and other decisions with respect to the Plan, Award Agreements, or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall
be final, conclusive, and binding. To the extent that and for so long as the Committee may delegate to one or more other directors its authority to designate Participants and grant Awards as permitted by subsection (l) above, subsequent
references in the Plan to the “Committee” shall be construed to include such other director or directors acting pursuant to the delegated authority. 
  

4. SHARES AVAILABLE FOR AWARDS 
  
 (a) Shares Available. Subject to adjustment as provided in Section 4(b): 
  
 (i) Initial Authorization. The total number of shares of Common Stock for which Awards may be issued
under this Plan shall not exceed 75,000 Shares. 
  

	 	(ii)	Accounting for Awards. For purposes of this Section 4: 

  
 (A) if an Award (other than a Dividend Equivalent) is denominated in Shares, the number of Shares covered by the Award, or to which the
Award relates, shall be counted on the date of grant of the Award against the aggregate number of Shares available for granting Awards under the Plan, to the extent determinable on that date, and, as long as the number of Shares is not then
determinable, under procedures adopted by the Committee consistent with the purposes of the Plan; and 
  
 (B) Dividend Equivalents and Awards not denominated in Shares shall be counted against the aggregate number of Shares available for
granting Awards under the Plan in such amount and at such 








 
time as the Committee shall determine under procedures adopted by the Committee consistent with the purposes of the Plan; PROVIDED, HOWEVER, that Awards that
operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards or restricted stock awards or stock options granted under any other plan of the Company may be counted or not counted
under procedures adopted by the Committee in order to avoid double counting. 
  
 (iii) Sources of Shares Deliverable under Awards. Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized but unissued Shares or of Shares reacquired by the Company, including
but not limited to Shares purchased on the open market. 
  
 (b)
Adjustments. Upon the occurrence of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), change in the capital or shares of capital stock, recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or
extraordinary transaction or event which affects the Shares, then the Committee shall have the authority to make the adjustment, if any, in such manner as it deems appropriate, in (i) the number and type of Shares (or other securities or
property) which may be made the subject of Awards, (ii) outstanding Awards, including, without limitation, the number and type of Shares (or other securities or property) subject to them, and (iii) the grant, purchase, or exercise price
with respect to outstanding Awards, and, if deemed appropriate, make provision for cash payments to the holders of outstanding Awards; provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole
number. 
  
 (c) Limitations Upon Awards. No participant
shall be granted, during any calendar year, Awards with respect to more than 7,500 Shares, which number shall be calculated and adjusted pursuant to Section 4(b) above only to the extent that such calculation or adjustment will not affect the
status of any Award theretofore issued or that may thereafter be issued as “performance based compensation” under Section 162(m) of the Code. 
  
 5. ELIGIBILITY 
  
 (a) Any employee or non-employee director of the Company or any Affiliate, including any officer or officer-director of the Company or any Affiliate, as
may be selected from time to time by the Committee or by the directors to whom authority may be delegated pursuant to Section 3(m) of this Plan, is eligible to be designated a Participant with respect to any Award, except that an Other
Stock-Based Award may not be granted to a Section 16 Reporting Person. 
  
 (b) Any Participant may decline to participate in the Plan by providing written notice of the declination to the Committee within 120 days after receiving notice of an award granted under the Plan. 
  
 6. AWARDS 
  
 (a) Options. The Committee is authorized to grant Options to eligible Participants. 
  
 (i) Committee Determinations. Subject to the terms
and limitations of the Plan, the Committee shall determine the: 
  
 (A) number of shares subject to each Option and, subject to the limitation in Section 6(a)(ii) below, the exercise price per share; 
  
 (B) term of each Option; and 
  
 (C) time or times at which an Option may be exercised, in whole or in part, and the method or methods by
which and the form or forms (including, without limitation, cash, Shares, other Awards, or other property, or any combination of them, having a fair market value on the exercise date equal to the relevant exercise price) in which payment of the
exercise price with respect to it may be made or deemed to have been made. 
  
 The Committee may impose such additional or other conditions or restrictions on any Option as it deems appropriate and as are not inconsistent with the terms of the Plan. 







 (ii) Exercise Price. The exercise price of an Option to purchase a share of Common
Stock, as determined by the Committee, shall be not less than 100% of the fair market value of a share of Common Stock on the date the Option is granted. The exercise price shall be subject to adjustment pursuant to Section 4 (b). 

 
 (iii) Other Terms. Unless otherwise determined by
the Committee: 
  
 (A) A Participant electing to
exercise an Option shall give written notice to the Company, as may be specified by the Committee, of exercise of the Option and the number of Shares elected for exercise, such notice to be accompanied by such instruments or documents as may be
required by the Committee, and shall tender the aggregate exercise price of the Shares elected for exercise. 
  
 (B) At the time of exercise of an Option, payment in full in cash shall be made for all Shares then being purchased. 
  
 (C) If the employment, directorship or consulting
arrangement of a Participant terminates for any reason (including termination by reason of the fact that an entity is no longer an Affiliate) other than the Participant’s death or Disability, the Participant may afterwards exercise the Option
as provided below, except that the Committee may terminate the unexercised portion of the Option concurrently with or at any time following termination of the employment or consulting arrangement (including termination of employment upon a change of
status from employee to consultant) if it shall determine that the Participant has engaged in any activity detrimental to the interests of the Company or an Affiliate. If the termination is voluntary on the part of the Participant (other than by
reason of retirement of an employee-Participant on or after normal retirement date), the Option may be exercised only within thirty days after the date of termination. If the termination is involuntary on the part of the Participant, if an
employee-Participant retires on or after normal retirement date, the Option may be exercised within three months after the date of termination or retirement. For purposes of this subsection (C), a Participant’s employment or consulting
arrangement shall not be considered terminated (i) in the case of approved sick leave or other bona fide leave of absence (not to exceed one year), (ii) in the case of a transfer of employment or the consulting arrangement among the
Company and Affiliates, or (iii) by virtue of a change of status from employee to consultant or from consultant to employee, except as provided above. 
  
 (D) If a Participant dies or becomes subject to a Disability at a time when entitled to exercise an Option, then the Option shall be fully
vested and may be exercised in full or in part, as determined by the Participant’s personal representative, at any time or times within one year after death or the date of termination due to a Disability. The Company may decline to deliver
Shares to a designated beneficiary until it receives indemnity against claims of third parties satisfactory to the Company. Except as so exercised, the Option shall expire at the end of that period. 
  
 (E) An Option may be exercised only if and to the extent the
Option was exercisable at the date of termination of employment, directorship or the consulting arrangement, and an Option may not be exercised at any time when the Option would not have been exercisable had the Participant’s employment,
directorship or consulting arrangement continued. 
  
 (iv) Restoration Options. At the time of grant of an Option (for purposes of this subsection, an “original Option”) that is not itself a Restoration Option (as defined below), or at the time a Restoration Option arises, or
at any other time while the grantee continues to be eligible for Awards and the original Option or a Restoration Option (either, a “predecessor Option”) is outstanding, the Committee may provide that the predecessor Option shall carry with
it a right to receive an Option (for purposes of this subsection, a “Restoration Option”) if, while still eligible to be granted an Option, the grantee exercises the predecessor Option (or a portion of it) and pays some or all of the
applicable exercise price in Shares that have been owned by the grantee for at least six months prior to exercise. In addition to being subject to any other terms and conditions (including additional limitations on exercisability) that the Committee
deems appropriate, and except to the extent the Committee otherwise provides with respect to a given Restoration Option, each Restoration Option shall be subject to the following; 
  
 (A) the number of Shares subject to the Restoration Option shall be the lesser of: (x) the number of
whole Shares delivered in exercise of the predecessor Option, or (y) the number of Shares available for grant under the Plan at the time the Restoration Option arises; 







 (B) the Restoration Option automatically shall arise and be granted (if ever) at the time
of payment of the exercise price in respect of the predecessor Option; 
  
 (C) the per Share exercise price of the Restoration Option shall be the Fair Market Value of a Share on the date the Restoration Option arises; 
  
 (D) the expiration date of the Restoration Option shall be the same as that of the predecessor Option;

  
 (E) the Restoration Option shall first become
exercisable six months after it arises; and 
  
 (F) the Restoration Option shall be a Nonqualified Stock Option. 
  
 (b) Stock Appreciation Rights. The Committee is authorized to grant Stock Appreciation Rights to eligible Participants. Subject to the terms of the Plan, a Stock Appreciation Right granted under the Plan shall
confer on the holder of it of a right to receive, upon exercise of it, the excess of (i) the Fair Market Value of one Share on the date of exercise or, if the Committee shall so determine in the case of any such right other than one related to
an Incentive Stock Option, at any time during a specified period before or after the date of exercise over (ii) the grant price of the right as specified by the Committee. Subject to the terms of the Plan, the Committee shall determine the
grant price, term, methods of exercise and settlement of the Stock Appreciation Right, the effect of termination of the Participant’s employment, directorship or consulting relationships, and any other terms of the Stock Appreciation Right the
Committee deems appropriate. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate. 
  
 (c) Restricted Stock and Restricted Stock Units. 
  
 (i) Grants. The Committee is authorized to grant Awards of Restricted Stock to eligible Participants.
The Award shall consist of Shares or Restricted Stock Units, which shall give the Participant the right to receive cash, Shares, other securities, other Awards, or other property, in each case subject to the termination of the Restricted Period for
the Award determined by the Committee. 
  
 (ii)
Restrictions. The Restricted Period determined by the Committee for Restricted Stock and Restricted Stock Units may differ among Participants, and any Restricted Period may have different expiration dates with respect to portions of Shares or
Units covered by the same Award. During the applicable Restricted Period, Restricted Stock Units and Restricted Stock shall be nontransferable (except as provided in Section 6 (g) (v) of the Plan) and subject to forfeiture as provided
in subsection (iv) of this Section 6 (c). Subject to the terms of the Plan, Awards of Restricted Stock and Restricted Stock Units also shall be subject to such other restrictions as the Committee may impose (including, without limitation,
limitations on the right to vote Restricted Stock or the right to receive any dividend or other right or property), which restrictions may lapse separately or in combination, at such time or times, in installments or otherwise, as the Committee may
determine. Unless the Committee shall otherwise determine, any Shares or other securities distributed with respect to Restricted Stock or which a Participant is otherwise entitled to receive by reason of the Shares shall be subject to the
restrictions contained in the above restrictions and the provisions of the Plan. Participants shall have all of the rights of a stockholder with respect to Shares of Restricted Stock. 
  
 (iii) Issuance of Shares. Any Shares granted as Restricted Stock shall be evidenced on the stock
transfer records of the Company with such restrictive transfer legend as the Committee determines to be advisable in order to prevent impermissible transfer of the Shares prior to the end of the applicable Restricted Period, and the maintained as
restricted until the Shares no longer are subject to forfeiture. Each Award Agreement concerning an Award of Restricted Stock shall include the grantee’s consent to transfer to the Company of any forfeited Restricted Stock without the need for
any further consent, direction, or other action by the grantee. 
  
 (iv) Forfeiture. Except as otherwise determined by the Committee: 
  
 (A) If the employment, directorship or consulting arrangement of a Participant terminates for any reason (including termination by reason
of the fact that any entity is no longer an Affiliate), other than the Participant’s death or Disability or, in the case of an employee, retirement on or after normal 








 
retirement date, all Shares of Restricted Stock and all Restricted Stock Units that were awarded to the Participant which are still subject to restrictions
shall upon such termination of employment, directorship or the consulting relationship be forfeited and (in the case of Restricted Stock) transferred back to the Company. For purposes of this subsection (A), a Participant’s employment or
consulting arrangement shall not be considered terminated (i) in the case of approved sick leave or other bona fide leave of absence (not to exceed one year), (ii) in the case of a transfer of employment or the consulting arrangement among
the Company and Affiliates, or (iii) other than as provided in subsection (D) of this Section 6(c)(iv), by virtue of a change of status from employee to consultant or from consultant to employee. 
  
 (B) If a Participant ceases to be employed or retained by
the Company or an Affiliate by reason of death or Disability, or if following retirement a Participant continues to have rights under an Award of Restricted Stock or Restricted Stock Units and then dies, the Award shall fully vest and no longer be
subject to forfeiture. 
  
 (C) If an employee
ceases to be employed by the Company or an Affiliate by reason of retirement on or after normal retirement date, the restrictions contained in the Award of Restricted Stock shall continue to lapse in the same manner as though employment had not
terminated. 
  
 (D) However, notwithstanding the
provisions of subsections (B) and (C) above, if a Participant continues to hold an Award of Restricted Stock or Restricted Stock Units following termination of his employment or consulting arrangement (including retirement and termination
of employment upon a change of status from employee to consultant), the Restricted Stock or Restricted Stock Units which remain subject to restrictions shall nonetheless be forfeited, and (in the case of Restricted Stock) transferred back to the
Company, if the Committee at any time later determines that the Participant has engaged in any activity detrimental to the interests of the Company or an Affiliate. 
  
 (E) At the expiration of the Restricted Period as to Shares covered by an Award of Restricted Stock, or as
to Restricted Stock Units to be settled in Shares, the Company shall deliver the Shares as to which the Restricted Period has expired, as follows: 
  
 (1) if an assignment to a trust has been made in accordance with Section 6(g)(v)(B)(2)(c), to the trust; or 
  
 (2) if the Restricted Period has expired by reason of death and a
beneficiary has been designated in form approved by the Company, to the beneficiary so designated; or 
  
 (3) in all other cases, to the Participant or the legal representative of the Participant’s estate. 
  
 (d) Performance Awards. The Committee is authorized to grant
Performance Awards to eligible Participants. Subject to the terms of the Plan, a Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other securities,
other Awards, or other property and (ii) shall confer on the holder rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of such
performance goals during such performance period, as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made pursuant to any Performance Award, and the other terms and conditions of any Performance Award, including the effect upon the Award, of termination of the Participant’s
employment, directorship or consulting relationships, shall be determined by the Committee. 
  
 (e) Dividend Equivalents. The Committee is authorized to grant to eligible Participants Awards under which the holders shall be entitled to receive payments equivalent to dividends or interest with respect to a
number of Shares determined by the Committee, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested. Subject to the term of the Plan, the Awards may have such
terms and conditions as the Committee shall determine. 
  
 (f)
Other Stock-Based Awards. The Committee is authorized to grant to eligible Participants such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or 








 
related to Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purposes of
the Plan; PROVIDED, HOWEVER, that the grants may not be made to Section 16 Reporting Persons. Subject to the terms of the Plan, the Committee shall determine the terms and conditions of such Other Stock-Based Awards. Shares or other securities
delivered pursuant to a purchase right granted under this Section 6(f) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other
securities, other Awards, other property, or any combination of the above, as the Committee shall determine. 
  
 (g) General. 
  
 (i) No Cash Consideration for Awards. Awards may be granted for no cash consideration or for such minimal cash consideration as may
be required by applicable law. 
  
 (ii) Awards
May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with, or in substitution for, any other Award or any award granted under any other plan of the Company or
any Affiliate. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with the awards granted under another plan of the Company or an Affiliate, may be granted either at the same time as or at a different time
from the grant of the other Awards or awards. 
  
 (iii) Forms of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made
in such form or forms as the Committee shall determine, including, without limitation, cash, Shares, other securities, other Awards, or other property, or any combination, and may be made in a single payment or transfer, in installments, or on a
deferred basis, in each case in accordance with rules and procedures established by the Committee. The rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred
payments or the grant or crediting of Dividend Equivalents in respect of installment or deferred payments. 
  
 (iv) Limits on Transfer of Awards. 
  
 (A) Except as the Committee may otherwise determine, no Award or right under any Award may be sold, encumbered, pledged, alienated,
attached, assigned, or otherwise transferred in any manner, and any attempt to do any of the above shall be void and unenforceable against the Company. 
  
 (B) Despite the provisions of paragraph (A) above, except as provided in paragraph (C) below: 
  
 (1) An Option may be transferred: 
  
 (a) to a death beneficiary designated by the Participant in writing on a
form approved by the Committee; or 
  
 (b) by will or the
applicable laws of descent and distribution to the personal representative, executor or administrator of the Participant’s estate. 
  
 (2) A Participant may assign or transfer rights under an Award of Restricted Stock or Restricted Stock Units: 
  
 (a) to a death beneficiary designated by the Participant in writing on a
form approved by the Committee; 
  
 (b) by will or the
applicable laws of descent and distribution to the personal representative, executor or administrator of the Participant’s estate; or 
  
 (c) to a revocable grantor trust established by the Participant for the sole benefit of the Participant during the Participant’s life, and under the
terms of which the Participant is and remains the sole trustee until death or physical or mental incapacity. The assignment shall be effected by a written instrument in form and content satisfactory to the Committee, and the Participant shall
deliver to the Committee a true copy of the agreement or other document evidencing the trust. If in the judgment of the Committee the trust does not meet the criteria of a trust to which an assignment is permitted by the terms of it, or if, after
assignment 








 
(whether because of amendment, by operation of law, or for any other reason) the trust no longer meets the criteria, the attempted assignment shall be void
and may be disregarded by the Committee and the Company and all rights to the Awards shall revert to and remain solely in the Participant. Notwithstanding a qualified assignment, the Participant, and not the trust to which rights under an Award may
be assigned, for the purpose of determining compensation arising by reason of the Award shall continue to be considered an employee, director or consultant, as the case may be, of the Company or an Affiliate but the trust and the Participant shall
be bound by all of the terms and conditions of the Award Agreement and this Plan. Shares issued in the name of and delivered to the trust shall be conclusively considered issuance and delivery to the Participant. 
  
 (3) The Committee shall not permit Section 16 Reporting Persons to
transfer or assign Awards except as and to the extent (if any) permitted under Rule 16b-3. 
  
 (C) The Committee, the Company, and its officers, agents, and employees may rely upon any beneficiary designation, assignment, or other
instrument of transfer, copies of trust agreements, and any other documents delivered to any of them by or on behalf of a Participant, which they believe genuine, and any action taken by any of them in reliance shall be conclusive and binding upon
the Participant, the personal representatives of the Participant’s estate, and all persons asserting a claim based on an Award to the Participant. The delivery by a Participant of a beneficiary designation, or an assignment of rights under an
Award as permitted under it, shall constitute the Participant’s irrevocable undertaking to hold the Committee, the Company, and its officers, agents, and employees harmless against claims, including any cost or expense incurred in defending
against claims, of any person (including the Participant) which may be asserted or alleged to be based on an Award subject to a beneficiary designation or an assignment. In addition, the Company may decline to deliver Shares to a beneficiary until
it receives indemnity against claims of third parties satisfactory to the Company. 
  
 (v) No Change in Control. 
  
 (A) Notwithstanding any of the provisions of this Plan or any Award Agreement, upon a Change in Control of the Company (as defined below)
the vesting of all rights of Participants under outstanding Awards shall be accelerated and all restrictions shall terminate in order that Participants may fully realize the benefits intended to be made available under the Awards. The acceleration
shall include, without limitation, the immediate exercisability in full of all Options and the termination of restrictions on Restricted Stock and Restricted Stock Units. Further, upon the Change in Control, in addition to the Committee’s
authority described in Section 4(b), the Committee, as constituted, before the Change in Control, is authorized and has sole discretion, as to any Award, to take any one or more of the following actions: (i) cause any Award then
outstanding to be assumed, or new rights substituted, by the acquiring or surviving entity or other person giving rise to the Change in Control; (ii) make such adjustment to any Award then outstanding as the Committee deems appropriate to
reflect the Change in Control; and (iii) provide for the purchase of any Award, upon the Participant’s request, for an amount of cash equal to the amount that could have been attained upon the exercise of the Award or realization of the
Participant’s rights had the Award been currently exercisable or payable. 
  
 (B) A Change in Control shall occur if, after the Effective Date: 
  
 (1) any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act
and applicable regulations), other than pursuant to a transaction or agreement previously approved by the Board (whether before, at, or after the Effective Date and including, but not limited to, a transaction or agreement contemplated by the Plan
of Conversion pursuant to which Fremont Mutual Insurance Company is converted from a Michigan mutual property and casualty insurance company to a Michigan stock property and casualty insurance company), directly or indirectly purchases or otherwise
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of voting securities representing 30 percent or more of the combined voting power of all outstanding voting securities of the Company; or 
  
 (2) the stockholders of the Company approve (i) an agreement to merge
or consolidate the Company in a transaction in which the Company is not the surviving entity, (ii) an agreement to 








 
sell or dispose of substantially all of the Company’s assets, or (iii) a plan to liquidate the Company, unless, in the case of an event described
in (i), (ii), or (iii), the Board determines prior to the occurrence of the event that the effects described in Section 6(g)(v)(A) will not apply with respect to the event. 
  
 (vi) Cash Settlement. Aside from any provision of this Plan or of any Award Agreement to the
contrary, any Award outstanding under it may at any time be canceled in the Committee’s sole discretion upon payment of the value of the Award to the holder of it in cash or in another Award under it, such value to be determined by the
Committee in its sole discretion. 
  
 (vii)
Certain Securities Law Considerations. The Company intends, as soon as possible after the Effective Date, to register with the Securities and Exchange Commission on Form S-8 the total number of Shares that may be acquired by Participants
under the Plan. Awards granted under the Plan may not be exercised until the Form S-8 is filed and effective. 
  
 (viii) Award Agreements. Each Award shall be evidenced by an Award Agreement in such form as the Committee shall prescribe.

  
 7. AMENDMENT, SUSPENSION, OR TERMINATION; CERTAIN OTHER MATTERS.

  
 Except to the extent prohibited by applicable law and
unless otherwise expressly provided in an Award Agreement or in the Plan: 
  
 (a) Amendments, Suspension, or Termination. The Board may amend, suspend, or terminate the Plan or any portion of it at any time, with or without stockholder approval, and the Board or the Committee may amend
any outstanding Award; provided, however, that (i) no Plan amendment shall be effective until approved by stockholders of the Company, insofar as stockholder approval is required in order for the Plan to continue to satisfy the conditions of
Rule 16b-3 or any applicable requirements of a national securities exchange or the NMS, and (ii) without the consent of an affected Participant no amendment of the Plan or of any Award may impair the rights of the Participant under any
outstanding Award. 
  
 (b) Adjustments of
Awards Upon The Occurrence of Certain Unusual or Nonrecurring Events. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events
(including, without limitation, the events described in Section 4(b) or a Change in Control as defined in Section 6(g)(v)) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in
applicable laws, regulations, or accounting principles, whenever the Committee determines that the adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available to holders
of outstanding Awards under the Plan. 
  
 (c)
Correction of Defects, Omissions, And Inconsistencies. The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to effectuate
the Plan. 
  
 8. MISCELLANEOUS 
  
 (a) No Rights to Awards. Subject only to the express requirements of
the Plan, there is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards under the Plan, and no Participant or other person shall have any claim to be granted any Award. The terms and conditions of Awards of
the same type, and the determination of the Committee to grant a waiver or modification of the terms and conditions of any Award, need not be the same with respect to the Participant. 
  
 (b) Withholding. Before taking action with respect to an Award the Company or any Affiliate shall be entitled to:
(i) require a Participant who is an employee to remit to the Company all amounts necessary to satisfy all federal, state, local and foreign withholding and employment-related tax requirements attributable to an Award, including, without
limitation, the grant, exercise or vesting of, any payment or transfer under or payment of dividends with respect to an Award; or (ii) withhold and deduct from future wages of a Participant (or from other amounts that may be due and owing to a
Participant from the Company or a Subsidiary), or make other 








 
arrangements for the collection of such withholding (including through the sale of Shares otherwise issuable pursuant to the applicable Award). To the extent
permitted by the Committee and subject to applicable securities law, withholding may be satisfied by withholding Shares to be received upon exercise or vesting of an Award or by delivery to the Company of previously owned Shares having a fair market
value equal to the amount to be withheld. In addition, the Company may reasonably delay the issuance or delivery of Shares pursuant to an Award as it determines appropriate and to take any action to satisfy all of such tax withholding and other
administrative matters. 
  
 (c) No Limit on Other Compensation
Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation arrangements, including the grant of options and other stock-based awards, and the
arrangements may be either generally applicable or applicable only in specific cases. 
  
 (d) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of the Company or any Affiliate. Further, the Company or an Affiliate may
at any time dismiss a Participant from employment, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Award Agreement or another written agreement with the Participant. 
  
 (e) Governing Law. Except to the extent, if any, preempted by Federal
law, the validity, construction, and effect of the Plan, any rules and regulations relating to the Plan established by the Committee, and any Award Agreement shall be determined in accordance with the laws of the State of Michigan. 
  
 (f) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, the provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, the provision shall be stricken as to the jurisdiction,
person or Award, and the remainder of the Plan and the Award shall remain in full force and effect. 
  
 (g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, the right shall be no
greater than the right of any unsecured general creditor of the Company or any Affiliate. 
  
 (h) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid
or transferred in lieu of any fractional Shares, or whether the fractional Shares or any rights shall be canceled, terminated, or otherwise eliminated. 
  
 (i) Stockholder Status. Neither the grantee of an Award, nor any other person to whom the Award or the grantee’s rights under it may pass,
shall be, or have any right or privileges of, a holder of Shares in respect of any Shares issuable pursuant to or in settlement of the Award, unless and until certificates representing the Shares have been issued in the name of the grantee or other
person. 
  
 (j) Change in Status. In the event that a
Participant ceases to be an employee or non-employee director and becomes a consultant to the Company, subject to the approval of the Committee and their continued satisfactory service in accordance with the terms of their consulting agreement, such
Participant shall be permitted to continue to hold and vest Awards granted to them at a time when they were eligible to receive an Award under this Plan. 
  
 (k) Headings. Headings are given to the Sections and Subsections of the Plan solely as a convenience to facilitate reference. The headings shall
not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision of it. 







 9. EFFECTIVENESS AND DURATION 
  
 The adoption of the Plan shall be effective as of the Effective Date and shall continue in effect until terminated by the
Board or the expiration of 10 years from the Effective Date, whichever occurs first. 
  
 Approved by the Board of Directors on February 24, 2006 
  

			
	FREMONT MICHIGAN INSURACORP, INC.
		
	 By:
	 	 /s/    RICHARD E.
DUNNING        


	 	 	Richard E. Dunning
	 	 	Its President
		
	 By:
	 	 /s/    DONALD E.
BRADFORD        


	 	 	Donald E. Bradford
	 	 	Its Secretary