exv10w1






Exhibit 10.1




MEADOWBROOK INSURANCE GROUP, INC.




2002 AMENDED AND RESTATED STOCK OPTION PLAN



RESTRICTED STOCK AGREEMENT



     Shares of Restricted Stock are hereby awarded effective February 23, 2010 (the “Grant Date”),
by Meadowbrook Insurance Group, Inc. a Michigan corporation (the “Company”)                                         
(the “Grantee”) in accordance with the following terms and conditions:



     1. Share Award. The Company hereby awards to the Grantee                                 shares (“Shares”)
of common stock of the Company (“Common Stock”) pursuant to the Meadowbrook Insurance Group, Inc.
2002 Amended and Restated Stock Option Plan, as the same may be amended from time to time (the
“Plan”), and upon the terms and conditions and subject to the restrictions in the Plan and as
hereinafter set forth in this Restricted Stock Agreement (the “Agreement”). A copy of the Plan, as
currently in effect, has been provided to the Grantee and is incorporated herein by reference and
is attached hereto.



     2. Restricted Stock Vesting Period. During the period commencing on the date of this
Agreement and terminating on February 24, 2014 (the “Restricted Stock Vesting Period”), Shares with
respect to which the Restricted Stock Vesting Period has not lapsed may not be sold, assigned,
transferred, pledged, or otherwise encumbered by the Grantee except, in the event of the death of
the Grantee, by will or the laws of descent and distribution or pursuant to a “domestic relations
order,” as defined in Section 414(p)(1)(B) of the Code, or as hereinafter provided.



     Provided the Grantee does not commit an act that would result in the forfeiture of Shares as
provided in this Section or terminate employment in a manner that would result in a forfeiture of
Shares pursuant to Section 3 of this Agreement, Grantee shall become vested in                      Shares
immediately as of the Grant Date and the remaining Shares shall become vested in accordance with
the following schedule:



	 	 	 	 	 
	Date of Vesting	 	Number of Shares Vested	 
	February 23, 2011
	 	 	 	 
	February 23, 2012
	 	 	 	 
	February 23, 2013
	 	 	 	 
	February 23, 2014
	 	 	 	 





The Committee referred to in Section 3 of the Plan shall have the authority, in its discretion, to
accelerate the time at which any or all of the restrictions shall lapse with respect to any Shares
or to remove any or all of such restrictions, whenever the Committee may determine that such action
is appropriate by reason of changes in applicable tax or other laws, changes in circumstances
occurring after the commencement of the Restricted Stock Vesting Period, or for any other reason.






 









 








     Grantee shall forfeit all Shares that have not yet become vested if: (i) the Grantee violates
the terms of Confidential Information Agreement between Grantee and the Company; or (ii) the
Grantee violates the non-competition and non-solicitation provisions of any employment agreement
with the Company or one of its affiliates. The Company shall only deliver Shares to the Grantee
if the vesting dates in the above schedule occur without the Grantee forfeiting Shares pursuant to
this Agreement, except in the event the Shares otherwise became vested pursuant to this Section, or
Section 7, in which case the Company shall deliver the Shares to the Grantee upon such other
vesting event (e.g., termination by the Company or its Subsidiaries without Cause, termination of
employment by the Grantee for Good Reason, termination due to death or Disability or upon a Change
in Control).



     3. Termination of Service. Except as provided in Section 7 below, in the event a
Grantee’s employment with the Company and its Subsidiaries is terminated by the Company or its
Subsidiaries for Cause or the employment with Company and its Subsidiaries is terminated by the
Grantee without Good Reason, as such term is defined in the employment agreement between the
Company and Grantee dated January 1, 2009 (the “Employment Agreement”), the Grantee shall forfeit
all Shares that have not yet vested. In the event Grantee’s employment with the Company and its
Subsidiaries is terminated by the Company or its Subsidiaries without Cause, by the Grantee for
Good Reason or due to the Grantee’s death or Disability, the Grantee (or the Grantee’s beneficiary)
shall become vested in all Shares that have not yet vested.



     4. Certificates for the Shares. The Company shall issue certificate(s) for the Shares
in the name of the Grantee, and shall hold such certificates for the benefit of the Grantee until
the Grantee becomes vested in such Shares pursuant to this Agreement. Such certificates shall bear
the following legend:




“The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture)
contained in the Meadowbrook Insurance Group, Inc. 2002 Amended and Restated
Stock Option Plan and/or the 2009 Equity Compensation Plan. Copies of such
Plans are on file in the office of the Secretary of Meadowbrook Insurance
Group, Inc., 26255 American Drive, Southfield, MI, 48034-6112.”



     The Grantee further agrees that simultaneously with the execution of this Agreement, the
Grantee shall execute stock powers in favor of the Company with respect to the Shares and that the
Grantee shall promptly deliver such stock powers to the Company.



     In lieu of issuing actual certificate(s), the Company shall have the option to cause, or have
such Shares electronically issued to the Grantee or the Grantee’s broker for recording.



     5. Grantee’s Rights. Subject to all limitations provided in this Agreement, the
Grantee shall have all the rights of a stockholder, including, but not limited to, the right to
receive all dividends paid on the Shares and the right to vote such Shares, until such Shares have
vested.



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     6. Expiration of Restricted Stock Vesting Period. Upon the lapse or expiration of the
Restricted Stock Vesting Period with respect to a portion of the Shares, the Company shall deliver
to the Grantee (or in the case of a deceased Grantee, to his legal representative) the certificate
in respect of such Shares and the related stock power held by the Company pursuant to Section 4
above. The Shares as to which the Restricted Stock Vesting Period shall have lapsed or expired
shall be free of the restrictions referred to in Section 2 above, and such certificate shall not
bear the legend provided for in Section 4 above.



     7. Effect of Change in Control. In the event of a Change in Control of the Company,
as defined in the Employment Agreement, Grantee shall, immediately following the effective date of
the Change in Control, become fully in all Shares subject to this Agreement.



     8. Delivery and Registration of Shares of Common Stock. The Company’s obligation to
deliver shares hereunder shall, if the Committee so requests, be conditioned upon the Grantee’s
compliance with the terms and provisions of Section 13 of the Plan.



     9. Plan and Plan Interpretations as Controlling. The Shares hereby awarded and the
terms and conditions herein set forth are subject in all respects to the terms and conditions of
the Plan, which are controlling. Capitalized terms used herein which are not defined in this
Agreement shall have the meaning ascribed to such terms in the Plan. All determinations and
interpretations made in the discretion of the Committee shall be binding and conclusive upon the
Grantee or his legal representatives with regard to any questions arising hereunder or under the
Plan.



     10. Grantee Service. Nothing in this Agreement shall limit the right of the Company
or any of its Subsidiaries to terminate the Grantee’s employment (which is at-will employment), or
otherwise impose upon the Company or any of its Subsidiaries any obligation to employ or accept the
services of the Grantee. Grantee is a terminable, at-will employee of the Company.



     11. Withholding Tax. Upon the termination of the Restricted Stock Vesting Period with
respect to any Shares (or at any such earlier time, if any, that an election is made by the Grantee
under Section 83(b) of the Code, or any successor thereto), the Grantee may pay cash to cover
applicable withholding and employment taxes or the Company may withhold from any payment or
distribution made under the Plan sufficient Shares to cover any applicable withholding and
employment taxes. The Company shall have the right to deduct from all dividends paid with respect
to Shares the amount of any taxes which the Company is required to withhold with respect to such
dividend payments.



     12. Amendment. The Committee may waive any conditions of or rights of the Company or
modify or amend the terms of this Agreement; provided, however, that the Committee may not amend,
alter, suspend, discontinue or terminate any provision hereof which may adversely affect the
Grantee without the Grantee’s (or his legal representative’s) written consent.



     13. Grantee Acceptance. The Grantee shall signify his acceptance of the terms and
conditions of this Agreement by signing in the space provided below, by signing the attached



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stock powers, and by returning a signed copy hereof and of the attached stock powers to the
Company.




     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of
February 23, 2010.



	 	 	 	 	 	 	 
	 

	 	 	 	MEADOWBROOK INSURANCE GROUP, INC.
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Robert S. Cubbin
	 	 
	 

	 	 	 	President & CEO	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	ACCEPTED:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	26255 American Drive	 	 
	 

	 	 	 	 

(Street Address)
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Southfield, MI 48034
 

(City, State and Zip Code)
	 	 







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