Amended and Restated Management Incentive Plan



 Exhibit 10.1 
 USI HOLDINGS CORPORATION 
 MANAGEMENT INCENTIVE PLAN 
 (as amended and restated, effective as of January 1, 2006) 
 SECTION 1. Purpose. 
 USI Holdings Corporation (the “Company”) has, subject to shareholder
approval, amended and restated this Management Incentive Plan (the “Plan”), effective as of January 1, 2006, in order to provide the Company with an additional means to attract and retain executive officers and other key executives by
providing them with an opportunity to earn annual incentive compensation, contingent on the achievement of certain performance goals, as an incentive and reward for their contributions to the growth, profitability and success of the Company from
year to year. 
 The Company intends that compensation payable under the Plan will constitute “qualified performance-based
compensation” under Section 162(m) of the Code (as hereinafter defined). The Plan shall be interpreted and construed in a manner consistent with such intent. 
 SECTION 2. Definitions. 
 2.1. “Award” means the amount of incentive compensation to which a
Participant is entitled for each Plan Year as determined by the Committee pursuant to Sections 4 and 5 of the Plan. 
 2.2. “Board”
means the Company’s Board of Directors. 
 2.3. “Code” means the Internal Revenue Code of 1986, as amended, including
applicable regulations thereunder. 
 2.4. “Committee” means the Compensation Committee of the Board, which shall be comprised
solely of at least two persons who, to the extent required to satisfy the exception for performance-based compensation under Section 162(m) of the Code, are “outside directors” within the meaning of such section. However, no act of
the Committee shall be void or deemed to be without authority due to the failure of a member to meet any qualification requirement at the time the action is taken. 
 2.5. “Determination Date” means the day not later than the 90th day of a
Plan Year or such other date by which the Committee may establish performance goals for a Plan Year without causing an Award to be treated as other than performance-based compensation under Section 162(m) of the Code. 
 2.6. “Eligible Employee” means any executive officer (as that term is defined in Rule 3b-7 under the Securities Exchange Act of 1934, as
amended) or other key executive of the Company or its subsidiaries. 
 2.7. “Participant” means an Eligible Employee who has been
selected by the Committee to potentially receive an Award for a given Plan Year, subject to achievement of one or more performance goals and satisfaction of other conditions under the Plan or specified by the Committee. 
 2.8. “Plan Year” means the fiscal year of the Company or such other period established by the Committee. 
 SECTION 3. Administration. 
 The Plan shall be administered
by the Committee or, with respect to non-executive officers who are Eligible Employees, its designee. The Committee or, with respect to non-executive officers who are Eligible Employees, 

  

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its designee, shall have the authority to establish performance goals for the awarding of Awards for each Plan Year; to determine the Participants for each
Plan Year; to determine whether performance goals for each Plan Year have been achieved; to authorize payment of Awards under the Plan, including determining the form and timing of payment and any conditions (such as further service requirements)
that will apply to such payment; to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall deem advisable; and to interpret the terms and provisions of the Plan. All determinations made by the
Committee or its designee with respect to the Plan and Awards thereunder shall be final and binding on all persons, including the Company and all Eligible Employees. 
 SECTION 4. Determination of Awards. 
 The amount of a Participant’s Award for any Plan Year shall be an
amount not greater than $3,000,000, which amount shall be determined based on the achievement of one or more performance goals established by the Committee with respect to a Participant. Performance goals may vary as among Participants and shall be
based upon one or more of the following criteria, as the Committee may deem appropriate: (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. Performance goals may be expressed as absolute goals, goals
compared to past performance, goals compared to the performance of a published or special index or benchmark deemed applicable by the Committee, or otherwise as determined by the Committee. The performance goals may be determined by reference to the
performance of the Company and/or a subsidiary or affiliate of the Company, or of a division or unit of any of the foregoing. No later than the Determination Date for a Plan Year, the Committee shall designate (i) the Participants for such Plan
Year, (ii) the performance goals for such Plan Year and (iii) the corresponding Award amounts payable to each Participant under the Plan upon achievement of such performance goals and satisfaction of other conditions under the Plan or
specified by the Committee. So long as an Award is fully contingent upon a measure of performance as specified in this Section 4, the Committee may consider other measures of performance or other circumstances in its exercise of discretion
(“negative discretion”) to reduce the final Award. The Committee may specify at the time an Award opportunity is authorized or at any other time such other performance measures or other terms upon which it will exercise negative
discretion. 
 SECTION 5. Payment of Award. 
 An
Award (if any) to a Participant for a Plan Year shall be paid following the end of the Plan Year; provided, however, that the Committee shall have first certified in writing (i) that the applicable performance goal or goals with respect
to such Participant for such Plan Year were satisfied and the level of the attainment of such goal or goals, (ii) that all other material terms upon which payment of the Award is conditioned were satisfied and (iii) the amount of each
Participant’s Award. The Committee, unless it determines otherwise, may exercise negative discretion to reduce the amount that would otherwise be payable under an Award by reason of the applicable performance goal’s having been achieved.
Payments will be in cash, subject to any conditions the Committee may impose; provided, however, that the Committee may also provide that an Award will be paid in whole or in part in shares of the Company’s common stock or other Company
common stock-based awards, including restricted shares, restricted share units or other share awards, if and to the extent that shares are available under a separate equity compensation plan of the Company and permitted to be granted in connection


  

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with such incentive awards, in any case with an aggregate fair market value at the time of payment not to exceed $3,000,000. If a Participant dies after the
end of a Plan Year but before receiving payment of any Award, the amount of such Award shall be paid to a designated beneficiary or, if no beneficiary has been designated, to the Participant’s estate, in the form of a lump sum payment in cash
as soon as practicable after the Award for the Plan Year has been determined and certified in accordance with this Section 5. Except as set forth in the preceding sentence or as otherwise determined by the Committee, as a condition to the
receipt of payment under an Award, a Participant must be employed by the Company or a subsidiary at the time of such payment. Notwithstanding the foregoing, the Committee may determine, by separate agreement with any Participant or otherwise, that
all or a portion of an Award for a Plan Year shall be payable to the Participant upon the Participant’s death, disability or termination of employment with the Company or a subsidiary, or upon a change of control of the Company, during the Plan
Year. 
 SECTION 6. Non-transferability. 
 No
Award or rights under this Plan may be transferred or assigned other than by will or by the laws of descent and distribution. 
 SECTION 7. Amendments and
Termination. 
 The Board may terminate the Plan at any time and may amend it from time to time, provided, however, that no termination
or amendment of the Plan shall materially and adversely affect the rights of a Participant or a beneficiary with respect to a previously certified Award except with the written consent of such Participant or beneficiary. Amendments to the Plan may
be made without shareholder approval except as required to satisfy Section 162(m) of the Code. 
 SECTION 8. General Provisions. 
 8.1. Nothing set forth in this Plan shall prevent the Board or the Committee from adopting other or additional compensation arrangements. Neither the
adoption of the Plan or any Award hereunder shall confer upon any person any right to continued employment. 
 8.2. No member of the Board or
the Committee, nor any officer or employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination or interpretation taken or made with respect to the Plan, and all members of the Board
or the Committee and all officers or employees of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination or interpretation. 

8.3. The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, the authorization of Awards and
performance goals in recognition of unusual or nonrecurring events, including stock splits, stock dividends, reorganizations, mergers, consolidations, large, special and non-recurring dividends, and acquisitions and dispositions of businesses and
assets, affecting the Company and its subsidiaries or any business unit thereof, or the financial statements of the Company or any subsidiary, or in response to changes in applicable laws, regulations, accounting principles, tax rates and
regulations or business conditions or in view of the Committee’s assessment of the business strategy of the Company, any subsidiary or affiliate or business unit thereof, performance of comparable organizations, economic and business
conditions, and any other circumstances deemed relevant; provided, however, that no such adjustment shall be authorized or made if and to the extent that the existence or exercise of such authority would cause an Award potentially grantable
hereunder to fail to qualify as “performance-based compensation” under Section 162(m) of the Code. 
 8.4. The Company shall
deduct from any payment in settlement of a Participant’s Award or other payment to the Participant any Federal, state, or local withholding or other tax or charge which the Company is then required to deduct under applicable law with respect to
the Award. 
  

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 8.5. The validity, construction, and effect of the Plan and any rules and regulations or document
hereunder shall be determined in accordance with the laws (including those governing contracts) of New York, without giving effect to principles of conflicts of laws. 
 SECTION 9. Effective Date; Shareholder Approval 
 The Plan as amended and restated shall become effective as
of January 1, 2006, subject to approval by the stockholders of the Company at the Company’s 2006 Annual Meeting of Stockholders. The Company currently intends that the Plan will subsequently be submitted for reapproval of shareholders no
later than the first meeting of shareholders that occurs in the fifth year following the year in which shareholders of the Company previously approved the Plan. 
  


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