Amended and Restated 2002 Equity Incentive Plan



 Exhibit 10.2 
 USI HOLDINGS CORPORATION 
 AMENDED AND RESTATED 2002 EQUITY INCENTIVE PLAN 
 SECTION 1. Establishment and Purpose. 
 The purposes
of the Amended and Restated 2002 Equity Incentive Plan are to (i) attract and retain persons who are eligible to participate in the Plan, (ii) motivate such persons, by means of appropriate incentives, to contribute to the long-range
growth and success of the Company, (iii) provide incentive compensation opportunities that are competitive with those of other similar companies and (iv) further associate the interests of the Company’s directors, executive officers,
employees, and non-employee contributors with those of its other stockholders through compensation that is based on the performance of the Company’s Shares, and thereby promote the long-term financial interest of the Company and enhance
stockholder return. 
 SECTION 2. Administration. 
 (a) Authority of the Committee.    The Plan shall be administered by the Committee, and the Committee shall have full and final authority to take the following actions, in each case subject to and consistent with
the provisions of the Plan: 
 (i) to select Eligible Persons to whom Awards may be granted; 
 (ii) to designate Affiliates; 
 (iii) to determine the type or types of Awards to be granted to each Eligible Person; 
 (iv)
to determine the type and number of Awards to be granted, the number of Shares to which an Award may relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, grant price, or purchase
price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, and waiver or accelerations thereof, and waivers of performance
conditions relating to an Award, based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award; 
 (v) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be
paid, in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, exchanged, or surrendered; 
 (vi) to determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the
election of the Eligible Person; 
 (vii) to prescribe the form of each Award Agreement, which need not be identical for each
Eligible Person; 
 (viii) to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as
the Committee may deem necessary or advisable to administer the Plan; 
 (ix) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument hereunder; 
 (x) to accelerate the exercisability or vesting of all or any portion of any Award or to extend the period during which an Award is
exercisable; 
 (xi) to determine whether uncertificated Shares may be used in satisfying Awards and otherwise in connection
with the Plan; and 
  

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 (xii) to make all other decisions and determinations as may be required under the terms
of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan. 
 (b) Manner of Exercise of Committee
Authority.    The Committee shall have sole discretion in exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the
Company, Subsidiaries, Affiliates, Eligible Persons, any person claiming any rights under the Plan from or through any Eligible Person, and shareholders. By accepting an Award under the Plan, each Eligible Person accepts the authority and discretion
of the Committee as set forth in, and exercised in accordance with, this Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the
Committee. The Committee may delegate to other members of the Board or officers or managers of the Company or any Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to perform administrative functions and,
with respect to Awards granted to persons not subject to Section 16 of the Exchange Act, to perform such other functions as the Committee may determine, to the extent permitted under Rule 16b-3 (if applicable) and applicable law. 
 (c) Limitation of Liability.    Each member of the Committee shall be entitled to, in good faith, rely or act upon any report
or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company’s independent certified public accountants, or other professional retained by the Company to assist in the
administration of the Plan. No member of the Committee, and no officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect
to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination,
or interpretation. 
 (d) Limitation on Committee’s Discretion.    Anything in this Plan to the contrary
notwithstanding, in the case of any Award which is intended to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, if the Award Agreement so provides, the Committee shall have no
discretion to increase the amount of compensation payable under the Award to the extent such an increase would cause the Award to lose its qualification as such performance-based compensation. 
 (e) No Option Repricing Without Shareholder Approval.    Except as provided in the first sentence of Section 4(c) hereof
relating to certain antidilution adjustments, unless the approval of shareholders of the Company is obtained, Options issued under the Plan shall not be amended to lower their exercise price and Options issued under the Plan will not be exchanged
for other Options with lower exercise prices. 
 (f) Limitation on Committee’s Authority under
409A.    Anything in this Plan to the contrary notwithstanding, the Committee’s authority to modify outstanding Awards shall be limited to the extent necessary so that the existence of such authority does not
(i) cause an Award that is not otherwise deferred compensation subject to Section 409A of the Code to become deferred compensation subject to Section 409A of the Code or (ii) cause an Award that is otherwise deferred compensation
subject to Section 409A of the Code to fail to meet the requirements prescribed by Section 409A of the Code. 
 SECTION 3. Eligibility.

 (a) General Rule.    Subject to the terms and conditions of the Plan, only Eligible Persons shall receive
awards under the Plan. As used herein, the term “Eligible Persons” means (i) an Employee or Consultant of the Company, a Subsidiary or an Affiliate, or (ii) a Director. Notwithstanding any provisions of this Plan to the contrary,
an Award may be granted to an Employee, Consultant or Director, in connection with his or her hiring or retention prior to the date the Employee, Consultant or Director first performs services for the Company, a Subsidiary or an Affiliate;
provided, however, that any such Award shall not become vested or exercisable prior to the date the Employee, Consultant or Director first performs such services. 
  

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 (b) Ten-Percent Stockholders.    Notwithstanding anything to the contrary
herein, if an ISO is granted to an individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries (i) the Exercise Price shall be not less than 110%
of the Fair Market Value of a Share on the date of grant and (ii) such ISO by its terms shall not be exercisable after the expiration of five years from the date of grant. For purposes of this Subsection (b), in determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be applied. 
 SECTION 4. Stock Subject to Plan. 
 (a) Subject to adjustment as provided in Section 4(c) hereof, the total number of Shares reserved for issuance in connection with Awards under the
Plan shall be 10,269,515. No Award may be granted if the number of Shares to which such Award relates, when added to the number of Shares previously issued under the Plan, exceeds the number of Shares reserved under the applicable provisions of the
preceding sentence. If any Awards are forfeited, canceled, terminated, exchanged, surrendered or settled in cash or otherwise terminate without a distribution of Shares to the Participant, any Shares counted against the number of Shares reserved and
available under the Plan with respect to such Awards shall, to the extent of any such forfeiture, settlement, termination, cancellation, exchange or surrender, again be available for Awards under the Plan. Upon the exercise of any Award granted in
tandem with any other Awards, such related Awards shall be canceled to the extent of the number of Shares as to which the Award is exercised. 
 (b) Subject to adjustment as provided in Section 4(c) hereof, the maximum number of Shares (i) with respect to which Options may be granted during a calendar year to any Eligible Person under this Plan shall be 500,000 Shares, and
(ii) with respect to which Performance Shares, Performance Units, Restricted Shares or Restricted Share Units intended to qualify as performance-based compensation within the meaning of Section 162(m)(4)(C) of the Code may be granted
during a calendar year to any Eligible Person under this Plan shall be the equivalent of 200,000 Shares. 
 (c) In the event that the
Committee shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, extraordinary distribution or other similar corporate
transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Eligible Persons under the Plan, then the Committee shall make such equitable changes or adjustments as it
deems appropriate and, in such manner as it may deem equitable, (i) adjust any or all of (x) the number and kind of shares which may thereafter be issued under the Plan, (y) the number and kind of shares, other securities or other
consideration issued or issuable in respect of outstanding Awards, and (z) the exercise price, grant price, or purchase price relating to any Award, or (ii) provide for a distribution of cash or property in respect of any Award;
provided, however, in each case that, with respect to ISOs, such adjustment shall be made in accordance with Section 424(a) of the Code, unless the Committee determines otherwise; and provided further, that no adjustment shall be
made pursuant to this Section 4(c) that causes any Award that is not otherwise deferred compensation subject to Section 409A of the Code to become deferred compensation subject to Section 409A of the Code. In addition, the Committee
is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives, if any, included in, Awards in recognition of unusual or non-recurring events (including, without limitation, events described in the
preceding sentence) affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles; provided,
however, that, if an Award Agreement specifically so provides, the Committee shall not have discretion to increase the amount of compensation payable under the Award to the extent such an increase would cause the Award to lose its qualification
as performance-based compensation for purposes of Section 162(m)(4)(C) of the Code and the regulations thereunder. 
 (d) Any Shares
distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares including Shares acquired by purchase in the open market or in private transactions. 
  

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 SECTION 5. Terms and Conditions of Awards or Sales. 
 (a) General.    Awards may be granted on the terms and conditions set forth in this Section 5. In addition, the Committee
may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 9(d)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including
terms regarding forfeiture of Awards or continued exercisability of Awards in the event of Termination of Service by the Eligible Person. 
 (b) Options.    The Committee is authorized to grant Options, which may be NQSOs or ISOs, to Eligible Persons on the following terms and conditions: 
 (i) Exercise Price.    The exercise price per Share purchasable under an Option shall be determined by the
Committee; provided, however, that the exercise price per Share of an Option shall not be less than the Fair Market Value of a Share on the date of grant of the Option. The Committee may, without limitation, set an exercise price that is
based upon achievement of performance criteria if deemed appropriate by the Committee. 
 (ii) Option
Term.    The term of each Option shall be determined by the Committee; provided, however, that such term shall not be longer than ten years from the date of grant of the Option. 
 (iii) Time and Method of Exercise.    The Committee shall determine at the date of grant or thereafter the time
or times at which an Option may be exercised in whole or in part (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), and the methods by which Shares will be delivered or deemed to be
delivered to Eligible Persons. 
 (iv) Termination of Service (Except by Death, Disability or
Retirement).    If a Participant’s Service terminates for any reason other than the Participant’s death, Disability or Retirement, then the Participant’s Options shall expire on the earliest of the following
occasions: 
 (A) the termination date of the Option determined pursuant to subsection (b)(ii) above; or 
 (B) the date thirty days after the termination of the Participant’s Service for any reason other than Death, Disability, Retirement
or Cause, or such later date as the Board of Directors may determine; or 
 (C) the date of the termination of the
Participant’s Service for Cause, or such later date as the Board may determine. 
 The Participant may exercise all or part of the
Participant’s Options at any time before the expiration of such Options under the preceding sentence, but only to the extent that such Options had vested and otherwise become exercisable before the Participant’s Service terminated. The
balance of such Options shall lapse when the Participant’s Service terminates. 
 (v) Termination of Service in the
Event of Death, Disability or Retirement.    If a Participant dies or becomes Disabled while the Participant is in Service, or upon Retirement of the Participant, the Participant’s Options shall expire on the earlier of
the following dates: 
 (A) the expiration date of the Option determined pursuant to subsection(b)(ii) above; or 

(B) the date 12 months after the Participant’s termination of Service. 
 All or part of the Participant’s Options may be exercised at any time before the expiration of such Options under the preceding sentence by the
Participant’s legal representative, executors or administrators of the Participant’s estate, or by the person who has acquired such Options directly from the Participant by beneficiary designation, bequest or inheritance, but only to the
extent that such Options had become exercisable before the Participant’s termination of Service. The balance of such Options shall lapse when the Service of the Participant terminates. 
  

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 (vi) Payment of Exercise Price.    Payment for Shares
purchased pursuant to this Plan may be in cash (check) or cash equivalents at the time of purchase, in any manner set forth below and in any combination of the following: 
 (A) by surrender of Shares that either (x) have been owned by the Participant for more than six (6) months and have been paid
for within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (or, if such Shares were purchased from the Company by use of a promissory note, such note has been fully repaid with respect to such Shares); or
(y) were acquired by the Participant in the public market; or 
 (B) with respect only to purchases upon exercise of an
Option, and provided that a public market for the Shares exists: (x) through a “same day sale” commitment from the Participant and a broker-dealer that is a member of the National Association of Securities Dealers (an “NASD
Member”) whereby the Participant irrevocably elects to exercise the Option and to sell a portion of the Shares thereby purchased to pay the exercise price, and whereby the NASD Member irrevocably commits upon receipt of the proceeds of such
sales to forward the exercise price directly to the Company; or (y) through a “margin” commitment from the Participant and a NASD Member whereby the Participant irrevocably elects to exercise the Option and to pledge the Shares
thereby purchased to the NASD Member in a margin account as security for a loan from the NASD Member in the amount of the exercise price and, whereby the NASD Member irrevocably commits upon receipt of such Shares to forward the exercise price
directly to the Company. 
 (c) Restricted Shares.    The Committee is authorized to grant Restricted Shares to
Eligible Persons on the following terms and conditions: 
 (i) Issuance and
Restrictions.    Restricted Shares shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse
separately or in combination at such times, under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments, or otherwise, as the Committee may
determine. Except to the extent restricted under the Award Agreement relating to the Restricted Shares, an Eligible Person granted Restricted Shares shall have all of the rights of a shareholder including, without limitation, the right to vote
Restricted Shares and the right to receive dividends thereon. 
 (ii) Forfeiture.    Except as
otherwise determined by the Committee, at the date of grant or thereafter, upon Termination of Service during the applicable restriction period, Restricted Shares and any accrued but unpaid dividends or Dividend Equivalents that are at that time
subject to restrictions shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to
Restricted Shares will be waived in whole or in part in the event of Termination of Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Shares. 
 (iii) Dividends.    Dividends paid on Restricted Shares shall be either paid at the dividend payment date, or
deferred for payment to such date, and subject to such conditions, as determined by the Committee, in cash or in restricted or unrestricted Shares having a Fair Market Value equal to the amount of such dividends. Unless otherwise determined by the
Committee, Shares distributed in connection with a Share split or dividend in Shares, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to
which such Shares or other property has been distributed. 
 (d) Restricted Share Units.    The Committee is
authorized to grant Restricted Share Units to Eligible Persons, subject to the following terms and conditions: 
 (i) Award
and Restrictions.    Delivery of Shares or cash, as the case may be, will occur upon expiration of the deferral period specified for Restricted Share Units by the Committee (or, if permitted by the 

  

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Committee, as elected by the Eligible Person). In addition, Restricted Share Units shall be subject to such restrictions as the Committee may impose, if any
(including, without limitation, the achievement of performance criteria if deemed appropriate by the Committee), at the date of grant or thereafter, which restrictions may lapse at the expiration of the deferral period or at earlier or later
specified times, separately or in combination, in installments or otherwise, as the Committee may determine. 
 (ii)
Forfeiture.    Except as otherwise determined by the Committee at the date of grant or thereafter, upon Termination of Service during the applicable deferral period or portion thereof to which forfeiture conditions apply
(as provided in the Award Agreement evidencing the Restricted Share Units), or upon failure to satisfy any other conditions precedent to the delivery of Shares or cash to which such Restricted Share Units relate, all Restricted Share Units that are
at that time subject to deferral or restriction shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Share Units will be waived in whole or in part in the event of Termination of Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted
Share Units. 
 (iii) Dividend Equivalents.    Unless otherwise determined by the Committee
at the date of grant, Dividend Equivalents on the specified number of Shares covered by a Restricted Share Unit shall be either (A) paid with respect to such Restricted Share Unit at the dividend payment date in cash or in restricted or
unrestricted Shares having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Restricted Share Unit and the amount or value thereof automatically deemed reinvested in additional Restricted Share
Units or other Awards, as the Committee shall determine or permit the Participant to elect. 
 (e) Performance Shares and Performance
Units.    The Committee is authorized to grant Performance Shares or Performance Units or both to Eligible Persons on the following terms and conditions: 
 (i) Performance Period.    The Committee shall determine a performance period (the “Performance
Period”) of one or more years or other periods and shall determine the performance objectives for grants of Performance Shares and Performance Units. Performance objectives may vary from Eligible Person to Eligible Person and shall be based
upon the performance criteria as the Committee may deem appropriate. The performance objectives may be determined by reference to the performance of the Company, or of a Subsidiary or Affiliate, or of a division or unit of any of the foregoing.
Performance Periods may overlap and Eligible Persons may participate simultaneously with respect to Performance Shares and Performance Units for which different Performance Periods are prescribed. 
 (ii) Award Value.    At the beginning of a Performance Period, the Committee shall determine for each Eligible
Person or group of Eligible Persons with respect to that Performance Period the range of number of Shares, if any, in the case of Performance Shares, and the range of dollar values, if any, in the case of Performance Units, which may be fixed or may
vary in accordance with such performance or other criteria specified by the Committee, which shall be paid to an Eligible Person as an Award if the relevant measure of Company performance for the Performance Period is met. 
 (iii) Significant Events.    If during the course of a Performance Period there shall occur significant events
as determined by the Committee which the Committee expects to have a substantial effect on a performance objective during such period, the Committee may revise such objective; provided, however, that, if an Award Agreement so provides, the
Committee shall not have any discretion to increase the amount of compensation payable under the Award to the extent such an increase would cause the Award to lose its qualification as performance-based compensation for purposes of
Section 162(m)(4)(C) of the Code and the regulations thereunder. 
 (iv) Forfeiture.    Except
as otherwise determined by the Committee, at the date of grant or thereafter, upon Termination of Service during the applicable Performance Period, Performance Shares and Performance Units for which the Performance Period was prescribed shall be
forfeited; provided, however, 

  

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that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in an individual case, that restrictions or forfeiture
conditions relating to Performance Shares and Performance Units will be waived in whole or in part in the event of Terminations of Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture
of Performance Shares and Performance Units. 
 (v) Payment.    Each Performance Share or
Performance Unit may be paid in whole Shares, or cash, or a combination of Shares and cash either as a lump sum payment or in installments, all as the Committee shall determine, at the time of grant of the Performance Share or Performance Unit or
otherwise, commencing as soon as practicable after the end of the relevant Performance Period. 
 (f) Other Share-Based
Awards.    The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, unrestricted shares awarded purely as a “bonus” and not subject to any restrictions or
conditions, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference
to the performance of specified Subsidiaries or Affiliates. The Committee shall determine the terms and conditions of such Awards at date of grant or thereafter. Shares delivered pursuant to an Award in the nature of a purchase right granted under
this Section 5(f) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, notes or other property, as the Committee shall determine. Cash awards, as an
element of or supplement to any other Award under the Plan, shall also be authorized pursuant to this Section 5(f). 
 SECTION 6. Certain Provisions
Applicable to Awards. 
 (a) Stand-Alone, Additional, Tandem and Substitute Awards.    Awards granted under the
Plan may, in the discretion of the Committee, be granted to Eligible Persons either alone or in addition to, in tandem with, or in exchange or substitution for, any other Award granted under the Plan or any award granted under any other plan or
agreement of the Company, any Subsidiary or Affiliate, or any business entity to be acquired by the Company or a Subsidiary or Affiliate, or any other right of an Eligible Person to receive payment from the Company or any Subsidiary or Affiliate.
Awards may be granted in addition to or in tandem with such other Awards or awards, and may be granted either as of the same time as, or a different time from, the grant of such other Awards or awards. Subject to the provisions of Section 2(e)
hereof prohibiting Option repricing without shareholder approval, the per Share exercise price of any Option which is granted in connection with the substitution of awards granted under any other plan or agreement of the Company or any Subsidiary or
Affiliate, or any business entity to be acquired by the Company or any Subsidiary or Affiliate, shall be determined by the Committee, in its discretion. 
 (b) Term of Awards.    The term of each Award granted to an Eligible Person shall be for such period as may be determined by the Committee; provided, however, that in no event shall
the term of any Option exceed a period of ten years from the date of its grant (or, in the case of ISOs, such shorter period as may be applicable under Section 422 of the Code). 
 (c) Form of Payment Under Awards.    Subject to the terms of the Plan and any applicable Award Agreement, payments to be made
by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Shares, notes or
other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The Committee may make rules relating to installment or deferred payments with respect to Awards, including the rate of interest to be credited
with respect to such payments, and the Committee may require deferral of payment under an Award if, in the sole judgment of the Committee, it may be necessary in order to avoid nondeductibility of the payment under Section 162(m) of the Code.

  

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 (d) Nontransferability.    Unless otherwise set forth by the Committee in an
Award Agreement, Awards shall not be transferable by an Eligible Person except by will or the laws of descent and distribution (except pursuant to a Beneficiary designation) and shall be exercisable during the lifetime of an Eligible Person only by
such Eligible Person or his guardian or legal representative. An Eligible Person’s rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to claims of the Eligible Person’s
creditors. 
 (e) Noncompetition.    The Committee may, by way of the Award Agreements or otherwise, establish
such other terms, conditions, restrictions and/or limitations, if any, of any Award, provided they are not inconsistent with the Plan, including, without limitation, the requirement that the Participant not engage in competition with, solicit
customers or employees of, or disclose or use confidential information of the Company or its Affiliates. 
 SECTION 7. Performance Awards. 

(a) Performance Awards Granted to Covered Employees.    If the Committee determines that an Award (other than an Option) to
be granted to an Eligible Person should qualify as “performance-based compensation” for purposes of Section 162(m) of the Code, the grant, vesting, exercise and/or settlement of such Award (each, a “Performance Award”) shall
be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 7(a). 
 (i)
Performance Goals Generally.    The performance goals for such Performance Awards shall consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria,
as specified by the Committee consistent with this Section 7(a). The performance goals shall be objective and shall otherwise meet the requirements of Section 162(m) of the Code and regulations thereunder (including Treasury Regulation
1.162-27 and successor regulations thereto), including the requirement that the level or levels of performance targeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may
determine that such Performance Awards shall be granted, vested, exercised and/or settled upon achievement of any one performance goal or that two or more of the performance goals must be achieved as a condition to grant, vesting, exercise and/or
settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or to different Participants. 
 (ii) Business Criteria.    One or more of the following business criteria for the Company, on a consolidated basis, and/or for specified Subsidiaries or Affiliates or other business
units or lines of business of the Company shall be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings per share (basic or fully diluted); (2) revenues; (3) earnings, before or after
taxes, from operations (generally or specified operations), or before or after interest expense, depreciation, amortization, incentives, or extraordinary or special items; (4) cash flow, free cash flow, cash flow return on investment
(discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; (5) return on net assets, return on assets, return on investment, return on capital, return on equity; (6) economic value created or
economic profit; (7) operating margin or operating expense; (8) net income; (9) Share price or total stockholder return; (10) book value; (11) expense ratio, (12) operating income; (13) strategic business criteria,
consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost targets, customer satisfaction, supervision of litigation and information technology, and goals relating to acquisitions or
divestitures; (14) loss ratio; (15) new business production; (16) investment programs initiated; (17) operating margin; (18) efficiency goals; and (19) employee retention or customer retention. The targeted level or
levels of performance with respect to such business criteria may be established at such levels and in such terms as the Committee may determine, in its discretion, including in absolute terms, as a goal relative to performance in prior periods, or
as a goal compared to the performance of one or more comparable companies or an index covering multiple companies. 
 (iii)
Performance Period; Timing for Establishing Performance Goals; Per-Person Limit.    Achievement of performance goals in respect of such Performance Awards shall be measured over 

  

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a performance period, as specified by the Committee. A performance goal shall be established not later than the earlier of (A) 90 days after the
beginning of any performance period applicable to such Performance Award or (B) the time 25% of such performance period has elapsed. In all cases, the maximum Performance Award of any Participant shall be subject to the limitation set forth in
Section 4(b) or 7(a)(v), as applicable. 
 (iv) Settlement of Performance Awards; Other
Terms.    Settlement of such Performance Awards shall be in cash, Shares, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement
otherwise to be made in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to the Participant in respect of a Performance Award subject to this Section 7(a). Any settlement which changes
the form of payment from that originally specified shall be implemented in a manner such that the Performance Award and other related Awards do not, solely for that reason, fail to qualify as “performance-based compensation” for purposes
of Section 162(m) of the Code. The Committee shall specify the circumstances in which such Performance Awards shall be paid or forfeited in the event of Termination of Service of the Participant or other event (including a Change of Control)
prior to the end of a performance period or settlement of such Performance Awards. 
 (v) Maximum Annual Cash
Award.    The maximum amount payable upon settlement of a cash-settled Performance Unit (or other cash-settled Award) granted under this Plan in any calendar year to any Eligible Person that is intended to satisfy the
requirements for “performance-based compensation” under Section 162(m) of the Code shall not exceed $1,500,000. 
 (b)
Written Determinations.    Determinations by the Committee as to the establishment of performance goals, the amount potentially payable in respect of Performance Awards, the level of actual achievement of the
specified performance goals relating to Performance Awards and the amount of any final Performance Award shall be recorded in writing in the case of Performance Awards intended to qualify under Section 162(m) of the Code. Specifically, the
Committee shall certify in writing, in a manner conforming to applicable regulations under Section 162(m), prior to settlement of each such Award, that the performance objective relating to the Performance Award and other material terms of the
Award upon which settlement of the Award was conditioned have been satisfied. 
 SECTION 8. Adjustment of Shares. 
 (a) Change in Control.    Unless the applicable Award Agreement provides otherwise, (i) all of a Participant’s Awards
shall become vested and exercisable in full upon a Change in Control of the Company, and (ii) upon a Change in Control of the Company before the Participant’s Service terminates, any right to repurchase a Participant’s Shares issued
under the Plan at the original purchase price upon termination of the Participant’s Service shall lapse and all of such Shares shall become vested. 
 (b) Mergers and Consolidations.    In the event that the Company is a party to a merger or consolidation, all outstanding Awards shall be subject to the agreement of merger or consolidation.
Such agreement, without the Participants’ consent, may provide for: 
 (i) The continuation of such outstanding Awards by
the Company (if the Company is the surviving corporation); 
 (ii) The assumption of the Plan and such outstanding Awards by
the surviving corporation or its parent; 
 (iii) The substitution by the surviving corporation or its parent of options with
substantially the same terms for such outstanding Awards; or 
 (iv) The cancellation of each outstanding Award after payment
to the Participant of an amount in cash or cash equivalents equal to (A) the Fair Market Value of the Shares subject to such Award at the time of the merger or consolidation minus (B) the exercise price of the Shares subject to such Award.

  

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 (c) Reservation of Rights.    Except as provided in this Section 8, a
Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or exercise price of
Shares subject to an Award. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
 SECTION 9. General Provisions. 
 (a) Compliance with Legal and Trading Requirements.    The Plan, the granting and exercising of Awards thereunder, and the
other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable federal, state and foreign laws, rules and regulations, and to such approvals by any stock exchange, regulatory or governmental agency as may
be required. The Company, in its discretion, may postpone the issuance or delivery of Shares under any Award until completion of such stock exchange or market system listing or registration or qualification of such Shares or any required action
under any state, federal or foreign law, rule or regulation as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the
issuance or delivery of Shares in compliance with applicable laws, rules and regulations. No provisions of the Plan shall be interpreted or construed to obligate the Company to register any Shares under federal, state or foreign law. The Shares
issued under the Plan may be subject to such other restrictions on transfer as determined by the Committee. 
 (b) No Right to Continued
Employment or Service.    Neither the Plan nor any action taken thereunder shall be construed as giving any employee, consultant or director the right to be retained in the employ or service of the Company or any of its
Subsidiaries or Affiliates, nor shall it interfere in any way with the right of the Company or any of its Subsidiaries or Affiliates to terminate any employee’s, consultant’s or director’s employment or service at any time.

 (c) Taxes.    The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any
payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to an Eligible Person, amounts of withholding and other taxes due in connection with any transaction involving an Award, and to
take such other action as the Committee may deem advisable to enable the Company and Eligible Persons to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority
to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of an Eligible Person’s tax obligations; provided, however, that the amount of tax withholding to be satisfied by withholding
Shares shall be limited to the minimum amount of taxes, including employment taxes, required to be withheld under applicable Federal, state, foreign and local law. 
 (d) Changes to the Plan and Awards.    The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the
consent of shareholders of the Company or Participants, except that any such amendment or alteration shall be subject to the approval of the Company’s shareholders (i) to the extent such shareholder approval is required under the rules of
any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or (ii) as it applies to ISOs, to the extent such shareholder approval is required under Section 422 of the Code; provided, however,
that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or
her. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retrospectively; provided, however, that, without the consent
of a Participant, no amendment, alteration, suspension, discontinuation or termination of any Award may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. 
  

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 (e) No Rights to Awards; No Shareholder Rights.    No Eligible Person or
employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons and employees. No Award shall confer on any Eligible Person any of the rights of a shareholder of the
Company unless and until Shares are duly issued or transferred to the Eligible Person in accordance with the terms of the Award. 
 (f)
Unfunded Status of Awards.    The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to
meet the Company’s obligations under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the
Committee otherwise determines with the consent of each affected Participant. 
 (g) Nonexclusivity of the
Plan.    Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive
arrangements as it may deem desirable, including, without limitation, the granting of options and other awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases. 
 (h) Not Compensation for Benefit Plans.    No Award payable under this Plan shall be deemed salary or compensation for the
purpose of computing benefits under any benefit plan or other arrangement of the Company for the benefit of its employees, consultants or directors unless the Company shall determine otherwise. 
 (i) No Fractional Shares.    No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The
Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated. 
 (j) Governing Law.    The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and
any Award Agreement shall be determined in accordance with the laws of New York without giving effect to principles of conflict of laws thereof. 
 (k) Effective Date; Plan Termination.    The amendment and restatement of the Plan shall become effective as of May 24, 2006 (the “Effective Date”) subject to approval by the shareholders of the
Company. The Plan shall terminate as to future awards on the date which is ten (10) years after the Effective Date. 
 (l)
Section 409A.    It is intended that the Plan and Awards issued thereunder will comply with Section 409A of the Code (and any regulations and guidelines issued thereunder) to the extent the Awards are subject
thereto, and the Plan and such Awards shall be interpreted on a basis consistent with such intent. The Plan and any Award Agreements issued thereunder may be amended in any respect deemed by the Board or the Committee to be necessary in order to
preserve compliance with Section 409A of the Code. 
 (m) Titles and Headings.    The titles and headings of
the sections in the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 
 SECTION 10. Definitions. 
 For purposes of the Plan, the following terms shall be defined as set forth
below: 
 (a) “Affiliate” means any entity other than the Company and its Subsidiaries that is designated by the Board or the
Committee as a participating employer under the Plan; provided, however, that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership
interests in such entity. 
  

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 (b) “Award” means any Option, Restricted Share, Restricted Share Unit, Performance Share,
Performance Unit, or Other Share-Based Award granted to an Eligible Person under the Plan. 
 (c) “Award Agreement” means any
written agreement, contract, or other instrument or document evidencing an Award. 
 (d) “Beneficiary” means the person, persons,
trust or trusts which have been designated by an Eligible Person in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Eligible Person, or, if there
is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits. 
 (e) “Board” means the Board of Directors of the Company. 
 (f) “Cause” shall mean (unless a different definition exists in any employment agreement between the Company and the Participant) any of the following with respect to the Participant: 
 (i) the unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes
material harm to the Company; 
 (ii) conviction of, or a plea of “guilty” or “no contest” to, a felony
under the laws of the United States or any state thereof; 
 (iii) gross negligence in connection with the performance of
Services; 
 (iv) continued failure to perform assigned duties after receiving written notification from the supervisory
representative of the Company; 
 (v) fraud; or 
 (vi) willful misconduct resulting in economic harm to the Company. 
 The foregoing definition of “Cause” shall not be deemed an exclusive list of all acts or omissions that the Company (or a Parent or Subsidiary)
may consider as grounds for the discharge of a Participant. 
 (g) “Change in Control” shall mean (unless a different definition
exists in any employment agreements or Award Agreement between the Company and the Participant): 
 (i) a dissolution or
liquidation of the Company; 
 (ii) a merger or consolidation in which the Company is not the surviving corporation (other
than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their relative stock
holdings, and the awards granted under this Plan are assumed, converted or replaced by the successor corporation); 
 (iii) a
merger in which the Company is the surviving corporation and upon the effectiveness of which the stockholders of the Company immediately prior to such merger cease to own at least 50% of the Company’s outstanding voting securities; 

(iv) the acquisition or transfer of more than 50% of the Company’s outstanding shares by tender offer or other similar
transaction; or 
 (v) the sale, transfer or other disposition of all or substantially all of the Company’s assets.

 (h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall
be deemed to include successor provisions thereto and regulations thereunder. 
  

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 (i) “Committee” means the Compensation Committee of the Board, or such other Board committee
(which may include the entire Board) as may be designated by the Board to administer the Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist of two or more directors of the Company, each of
whom is a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, to the extent applicable, and each of whom is an “outside director” within the meaning of Section 162(m) of the Code, to the extent
applicable; provided, further, that the mere fact that the Committee shall fail to qualify under either of the foregoing requirements shall not invalidate any Award made by the Committee which Award is otherwise validly made under the
Plan. 
 (j) “Company” means USI Holdings Corporation, a corporation organized under the laws of Delaware, or any successor
corporation. 
 (k) “Consultant” shall mean a person or entity who performs bona fide services for the Company, a Parent, a
Subsidiary or an Affiliate as a consultant or advisor, excluding Employees and Directors. 
 (l) “Director” means a member of the
Board who is not an employee of the Company, a Subsidiary or an Affiliate. 
 (m) “Disability” shall mean that the Participant is
unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment for a continuous period of at least ninety (90) days. 
 (n) “Employee” shall mean any individual who is a common-law employee of the Company, a Parent, a Subsidiary or an Affiliate. 
 (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act
shall be deemed to include successor provisions thereto and regulations thereunder. 
 (p) “Fair Market Value” means, with respect
to Shares or other property, the fair market value of such Shares or other property determined by such methods or procedures as shall be established from time to time by the Committee. If the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the Committee in good faith, the Fair Market Value of Shares shall mean the closing price per Share on the date (or, if the Shares were not traded on that day, the next preceding day that the
Shares were traded) on the principal exchange or market system on which the Shares are traded, as such prices are officially quoted on such exchange. 
 (q) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. 
 (r) “NQSO” means any Option that is not an ISO. 
 (s) “Option” means a right, granted under Section 5(b), to purchase Shares. 
 (t) “Other
Share-Based Award” means a right, granted under Section 5(f), that relates to or is valued by reference to Shares. 
 (u)
“Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
  

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 (v) “Participant” means an Eligible Person who has been granted an Award under the Plan.

 (w) “Performance Share” means a performance share granted under Section 5(e). 
 (x) “Performance Unit” means a performance unit granted under Section 5(e). 
 (y) “Plan” means this 2006 Long Term Incentive and Share Award Plan. 
 (z) “Restricted Shares” means an Award of Shares under Section 5(c) that may be subject to certain restrictions and to a risk of
forfeiture. 
 (aa) “Restricted Share Unit” means a right, granted under Section 5(d), to receive Shares or cash at the end of
a specified deferral period. 
 (bb) “Retirement” shall mean the voluntary termination of Service upon or following the attainment
of age 55. 
 (cc) “Service” shall mean service as an Employee, Director or Consultant. 
 (dd) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities
and Exchange Commission under Section 16 of the Exchange Act. 
 (ee) “Shares” or “Stock” means common stock, $.01
par value per share, of the Company, and such other securities as may be substituted for Shares pursuant to Section 4(c) hereof. 
 (ff)
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns shares possessing 50% or
more of the total combined voting power of all classes of stock in one of the other corporations in the chain. 
 (gg) “Termination of
Service” means the termination of the Participant’s employment, consulting services or directorship with the Company, its Subsidiaries and its Affiliates, as the case may be. A Participant employed by or providing services to a Subsidiary
of the Company or one of its Affiliates shall also be deemed to incur a Termination of Service if the Subsidiary of the Company or Affiliate ceases to be such a Subsidiary or an Affiliate, as the case may be, and the Participant does not immediately
thereafter become an employee or director of, or a consultant to, the Company, another Subsidiary of the Company or an Affiliate. Temporary absences from employment or service because of illness, vacation or leave of absence and transfers among the
Company and its Subsidiaries and Affiliates shall not be considered a Termination of Service. 
 SECTION 11. Execution. 
 To record the adoption of the amendment and restatement of the Plan by the Board of Directors, the Company has caused its authorized officer to execute
the same. 
  

			
	 USI HOLDINGS CORPORATION

		
	 By:
	 	 /s/ Robert J. Nesbit

		
	 Title:
	 	 Senior Vice President, Chief

		 	 Human Resources Officer



  

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