exhibit10_1.htm


    

      Exhibit
10.1

      


      FPIC
INSURANCE GROUP, INC.

      


      EMPLOYMENT
AGREEMENT

      


      This
Employment Agreement is made and entered into as of the 1st day of January 2008
by and between FPIC Insurance Group, Inc., a Florida corporation, with its
principal place of business at 225 Water Street, Suite 1400, Jacksonville,
Florida 32202 (hereinafter referred to as “Employer”), and John R. Byers, 3840 Fenwick Island
Drive, Jacksonville, Florida 32224 (hereinafter referred to as “Employee”).

      


      WITNESSETH:

      


      WHEREAS,
Employer and Employee are parties to that certain Employment Agreement dated as
of January 1, 1999, as amended from time to time (the “Prior Agreement”)
pursuant to which Employer retained the services of Employee as President and
Chief Executive Officer of Employer; and

      


      WHEREAS,
Employee and Employer desire to terminate the Prior Agreement and to enter into
this Employment Agreement in replacement thereof; and

      


      WHEREAS,
Employee represents and Employer acknowledges that Employee is fully qualified,
without the benefit of any further training or experience, to perform the
responsibilities and duties, with commensurate authorities, of the position of
President and Chief Executive Officer of Employer;
and

      


      WHEREAS,
Employee agrees to devote Employee’s full time and business effort, attention
and energies to the diligent performance of Employee’s duties
hereunder.

      


      


      NOW,
THEREFORE, Employer and Employee, intending to be legally bound, covenant and
agree as follows:

      


      1.           Termination of Prior
Agreement; Term of Employment.

      


      
        	
                 
      

              	
                (a)

              	
                Effective
      at 12:00 midnight on December 31, 2007, the Prior Agreement is hereby
      terminated and of no further force or
effect.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Employee's
      employment hereunder shall be for an initial term beginning January 1,
      2008 and ending December 31, 2010, which term shall be automatically
      extended for an additional twelve months at the end of each twelve month
      period, commencing with the twelve month period ending December 31, 2008,
      unless Employer's Board of Directors, or a committee thereof (from time to
      time herein referred to as the "Board”), gives
      notice to

              


      


      
        
           


        

        
          
          

          
            
              

            
  

        

        
           


        

      


      Employee
prior to the end of such twelve month period that Employer does not
wish to extend the term of employment for an additional twelve-month
period.

      


      
        	
                 
      

              	
                (c)

              	
                In
      the event Employer gives notice to Employee prior to the end of any
      twelve-month period, commencing with the twelve-month period ending
      December 31, 2008, that it does not wish to extend the term of employment
      as specified in subparagraph 1(b) above, Employee may voluntarily
      terminate Employee’s employment under this Employment Agreement by
      thereafter giving at least ninety (90) days written notice to
      Employer.  Following the effective date of such voluntary
      termination, Employee shall continue to receive Employee’s annual salary,
      payable as immediately prior to termination, plus all “benefits” (as
      defined below)  to which Employee is then entitled under
      subparagraph 2(e) below for the balance of the period ending on the last
      day of the term of employment as in effect immediately prior to
      termination; provided, that if
      Employer is unable to continue to provide any such benefits to Employee at
      substantially the same cost it would incur were Employee still employed by
      Employer (the “Benefit Cost”),
      Employer shall have the right to pay Employee the Benefit Cost of such
      benefits in lieu of continuing to provide such benefits to
      Employee.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      duties of Employee shall be those of the President and Chief Executive
      Officer of Employer as determined by the Board in accordance with this
      Employment Agreement and the Bylaws of Employer in effect from time to
      time.  Without limiting the generality of the foregoing,
      Employee shall report to and advise the Board regarding the management and
      operation of Employer’s business. Employee agrees to
      devote Employee’s full time business efforts, attention and energies to
      the diligent performance of Employee’s duties hereunder and will not,
      during the term hereof, accept employment, full or part-time, from any
      other Person (as defined below) or governmental agency that, in the
      reasonable opinion of the Board, would conflict with or detract from
      Employee’s capable performance of such duties, provided, however, Employee
      may devote reasonable amounts of time to activities of a public service,
      civic, or not-for-profit nature.

              


      

      


      2.           Compensation and
Expenses.  Employer shall pay, or provide, and Employee shall
accept as full consideration for the services to be rendered hereunder, and as a
reimbursement or provision for expenses incurred by Employee, the
following:

      


      
        	
                 
      

              	
                (a)

              	
                An
      annual salary of $723,000 payable at least monthly in equal payments
      during each annual period of the term of employment; provided, however, that
      effective January 1 of each year beginning in 2009, Employee’s annual
      compensation shall be increased in accordance with the provision for
      salary increases set forth in paragraph (b)
  below.

              


      


      
        
           


        

        
          2

          
            
              

            
  

        

        
           


        

      


      


      
        	
                 
      

              	
                (b)

              	
                Annual
      performance reviews will determine annual salary increases to which
      Employee may become entitled, effective January 1, 2009, based upon
      Employer's then current compensation
program.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Incentive
      compensation payable with respect to each year beginning with the year
      2008 based on Employee's individual performance or the performance of
      Employer, or both, for such year pursuant to Employer's then current
      Executive Incentive Compensation Program, Senior Executive Annual
      Incentive Plan or other annual bonus or incentive
  plan.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Any
      additional compensation that the Board may determine in its discretion to
      pay for outstanding performance or
otherwise.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Such
      “benefits” as may be made available from time to time to senior management
      employees of Employer generally.  “Benefits” as
      used herein shall include, but not be limited to: (i) a personal company
      automobile including all the costs of operating, maintaining and licensing
      the automobile; (ii) health and dental benefits; (iii) life, short term
      disability and long term disability insurance; (iv) initiation fees, dues
      and assessments of membership in appropriate clubs or organizations of
      Employee’s choice, as reasonably approved by the Board; and (v)
      participation in Employer’s retirement, savings and deferred compensation
      plans (including without limitation Employer’s Supplemental Executive
      Retirement Plan or any plan or arrangement adopted in lieu thereof); the
      FPIC Insurance Group, Inc. Defined Contribution (and Profit Sharing) Plan;
      and the FPIC Insurance Group, Inc. Deferred Compensation Plan, to the
      extent and in the form they remain in effect from time to
      time).  Employee’s entitlement to such “benefits” shall be in
      accordance with Employer’s employee benefit plans and other applicable
      programs, policies, and practices then in effect, to be interpreted so
      that payment of such “benefits” does not violate Section 409A of the
      Internal Revenue Code, as amended (the "Code").

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Awards
      of long-term incentive compensation (under Employer’s Omnibus Incentive
      Plan or otherwise) as determined from time to time by the Board and
      participation in any employee stock purchase plan adopted and maintained
      by Employer from time to time.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Nothing
      in this Employment Agreement shall prevent or limit Employee's continuing
      or future participation in any plan, program, policy or practice provided
      by Employer or any of its affiliated companies and for which Employee may
      qualify, nor shall anything herein limit or otherwise affect such rights
      as Employee may have under any contract or agreement with Employer or any
      of its affiliated companies.

              


      


      
        
           


        

        
          3

          
            
              

            
  

        

        
           


        

      


      


      3.           Expenses.  Employer
agrees to reimburse Employee for ordinary and necessary
expenses incurred by Employee in performing services for Employer pursuant to
the terms of this Employment Agreement, in accordance with established corporate
policies and legal requirements.

      


      4.           Termination.  Unless the employment of Employee previously has been terminated pursuant to
subparagraph 1(c), this Employment Agreement may be terminated in the manner set
forth in subparagraphs (a) through (f) below.

      


      (a)        Voluntary Termination by
Employee.

      


      Employee
may terminate his employment under this Employment Agreement at any time by
giving at least ninety (90) days written notice to Employer.  In any
such event (other than a termination pursuant to subparagraph 1(c) above),
Employer shall not, subject to the other provisions of this Employment
Agreement, be obligated to make any further payments or provide any further
benefits under this Employment Agreement other than amounts accrued at the time
of such termination.

      


      (b)        Termination by Employer
Without Cause.

      


      Employer
may terminate Employee’s employment under this Employment Agreement at any time
for any reason sufficient to it, by act of the Board.  Such
termination shall be immediately effective or as otherwise determined by the
Board.  Following any such termination without Cause (as defined
below), Employee shall continue to receive Employee’s annual salary, payable as
immediately prior to termination, together with any benefits accrued to the date
of termination, plus all benefits to which Employee is then entitled under
subparagraph 2(e) above, for the balance of the period ending on the last day of
the term of employment as in effect immediately prior to termination; provided, that if Employer is
unable to continue to provide any such benefits to Employee at substantially the
Benefit Cost, Employer shall have the right to pay Employee the Benefit Cost of
such benefits in lieu of continuing to provide such benefits to Employee; and
provided  further,
that nothing in this subparagraph shall be deemed to affect the terms (including
without limitation provisions relating to the effect of termination of
employment on exercisability, vesting, and expiration) of any incentive awards
described in subparagraph 2(f) above.

      


      (c)        Disability of
Employee.

      


      (i)  During any period when
Employee shall be unable to perform Employee’s responsibilities and duties and
to exercise Employee’s authorities in a satisfactory manner due to mental or
physical disability, but when Employee’s employment has not been terminated,
Employee shall continue to receive all of the compensation provided for in
paragraph 2 above, less any


      
        
           


        

        
          4

          
            
              

            
  

        

        
           


        

      


      amount
received by Employee under any Employer-provided short- or long-term disability
coverage and/or program.

      


      (ii)  If Employee has been,
for substantially all the normal working days during ninety (90) consecutive
days, unable to perform Employee’s responsibilities and duties and to exercise
Employee’s authorities in a satisfactory manner due to mental or physical
disability, then Employee may be deemed “permanently disabled,” and Employee's
employment may be terminated at the election of the Board.  Any
determination of permanent disability made by Employer shall be final and
conclusive.  In the event that Employer terminates Employee’s
employment due to a finding that Employee is “permanently disabled,” Employee
shall continue to receive Employee’s annual salary, together with other accrued
benefits pursuant to subparagraph 2(e) above, payable as immediately prior to
termination, for the balance of the period ending on the last day of the term of
employment as in effect immediately prior to termination, less any amount
received by Employee under any Employer-provided long term disability coverage
and/or program; provided, that if Employer is
unable to continue to provide any such benefits to Employee at substantially the
Benefit Cost, Employer shall have the right to pay Employee the Benefit Cost of
such benefits in lieu of continuing to provide such benefits to
Employee.

      


      (d)        Death of
Employee.

      


      Employee’s
employment under this Employment Agreement shall terminate on the date of
Employee's death, and Employer shall, within sixty (60) days of the date
Employer receives notice of such death, pay, in a lump sum, to the estate or
personal representative of Employee the unpaid balance of Employee’s salary,
together with other accrued benefits under subparagraph 2(e) above, in each case
to the date of death.

      


      (e)        Termination for
Cause.

      


      The
Board may terminate Employee’s employment under this Employment Agreement for
Cause (as defined below), but only after a written notice specifying the Cause
has been submitted to Employee and Employee shall have been granted a reasonable
opportunity to respond to the notice, in writing, and in an appearance, with
counsel, before the Board.  A determination by the Board to terminate
Employee’s employment under this Employment Agreement for Cause may be made at a
meeting of the Board at which a quorum is present and by a vote of at least a
majority of the entire then current membership of the Board.  If
Employer terminates Employee’s employment under this Employment Agreement for
Cause under this subparagraph, Employer shall not, subject to the other
provisions of this Employment Agreement, be obligated to make any further
payments or


      
        
           


        

        
          5

          
            
              

            
  

        

        
           


        

      


      provide
any further benefits under this Employment Agreement other than amounts accrued
at the time of such termination.  For purposes of this Employment
Agreement, "Cause" shall
mean:

      


      (i)  the willful and
continued failure of Employee to perform substantially Employee's duties with
Employer (other than any such failure resulting from incapacity due to physical
or mental illness, and specifically excluding any failure by Employee, after
reasonable efforts, to meet performance expectations), after a written demand
for substantial performance is delivered to Employee by the Board that
specifically identifies the manner in which the Board believes that Employee has
not substantially performed Employee's duties, or

      


      (ii)  the willful engaging by
Employee in illegal conduct, fraud, misappropriation, or embezzlement that is
injurious to Employer.

      


      For
purposes of this provision, no act or failure to act, on the part of Employee,
shall be considered "willful" unless it is done, or omitted to be done, by
Employee in bad faith or without reasonable belief that Employee's action or
omission was in the best interests of Employer.  Any act, or failure
to act, based upon authority given pursuant to a resolution duly adopted by the
Board or based upon the advice of counsel for Employer shall be conclusively
presumed to be done, or omitted to be done, by Employee in good faith and in the
best interests of Employer.

      


      
        	
                 
      

              	
                (f)

              	
                Constructive
      Discharge.  Employee may terminate his employment under
      this Employment Agreement in the event of Constructive Discharge (as
      defined below) by providing written notice to Employer within ninety (90)
      days after the occurrence of such event, specifying the event relied upon
      for a Constructive Discharge.  "Constructive
      Discharge" shall mean any (i) material change by Employer of
      Employee's position to an inferior position from that in effect on the
      date of this Employment Agreement, (ii) assignment, reassignment, or
      relocation by Employer of Employee without Employee's consent to another
      place of employment more than 50 miles from Employee's current place of
      employment, or (iii) reduction in Employee's base salary or percentage
      target bonus opportunity.  Following termination of Employee's
      employment in the event of a Constructive Discharge, Employee shall
      continue to receive Employee’s annual salary, payable as immediately prior
      to termination, plus all benefits to which Employee is then entitled under
      subparagraph 2(e) above, for the balance of the period ending on the last
      day of the term of employment as in effect immediately prior to
      termination; provided, that if
      Employer is unable to continue to provide any such benefits to Employee at
      substantially the Benefit Cost, Employer shall have the right to pay
      Employee the Benefit Cost of such benefits in lieu of continuing to
      provide such benefits to Employee.  Employer and
      Employee,

              


      


      
        
           


        

        
          6

          
            
              

            
  

        

        
           


        

      


      upon
mutual agreement, may waive any of the foregoing provisions that would otherwise
constitute a Constructive Discharge.  Within ten days of receiving
such written notice from Employee, Employer may cure the event that constitutes
a Constructive Discharge, in which event the termination of employment shall be
of no force or effect.

      


      
        	
                 
      

              	
                (g)

              	
                Return of
      Property.  Upon any termination of employment under this
      Employment Agreement, Employee shall immediately turn over to Employer all
      of Employer's property, both tangible and intangible.  To the
      extent that such Employer's property shall constitute a benefit to
      Employee under this Employment Agreement, Employee shall receive from
      Employer the value of that benefit for the remaining term of this
      Employment Agreement.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Additional
      Agreements.

              


      

      


      (i)           Inducing Employees of
Employer to Leave.  Any attempt on the part of Employee to
induce others to leave Employer's or any of its affiliates’ employ, or any
efforts by Employee to interfere with Employer's or any of its affiliates’
relationships with other employees, would be harmful and damaging to
Employer.  Employee expressly agrees that during the term of this
employment and for a period of two (2) years after termination of employment,
regardless of the reason for termination of employment, Employee will not, in
any way, directly or indirectly:  (A) induce or attempt to induce any
employee to terminate his employment with Employer or any affiliate of Employer;
(B) interfere with or disrupt Employer's or any of its affiliates’ relationship
with other employees; or (C) solicit for employment, other than by means of
general advertising, any person employed by Employer or any affiliate of
Employer.

      


      (ii)           Confidentiality.  Employee
agrees, whether before or after termination of employment, not to, without prior
written consent of Employer, divulge to others, or use, for Employee’s own
benefit or for the benefit of others, any intellectual property, trade secrets
or confidential or proprietary information or data of or regarding Employer or
any of its affiliates, including without limitation, the contents of
advertising, customer lists, information regarding customers or their customers,
programming methods, business plans, strategies, financial statements,
copyrights, correspondence or other records of or regarding Employer or any of
its affiliates, except to the extent to which such information is required by
law to be disclosed to others.

      


      (iii)           Noncompetition with
Employer.  During the term of employment and during any period
during which Employee is receiving benefits or payments after termination of
employment under subparagraph 1(c) above (related to termination by Employee
after non-extension of the


      
        
           


        

        
          7

          
            
              

            
  

        

        
           


        

      


      term
of employment), subparagraph 4(b) above (Termination by Employer Without Cause),
subparagraph 4(c) above (Permanent Disability of Employee), or subparagraph 4(f)
above (Constructive Discharge), Employee, unless acting in accordance with
Employer’s prior written consent, will not directly provide any Competitive
Services (as defined below) to, and will not, directly or indirectly, (i) own,
manage, operate, join, control, finance or participate in the ownership,
management, operation, control or financing of, or (ii) be connected as a
principal, owner, partner, shareholder, joint venturer, investor, member,
trustee, director, officer, manager, employee, agent, representative or
consultant or otherwise with, or (iii) permit Employee's name to be used by or
in connection with, any Person (as defined below)  engaged in
providing Competitive Services to any Person, conducting business activities
within the territory in which Employer or any of its affiliates is engaged in
the provision of the Competitive Services on the date of termination of
employment; provided, however, that this subparagraph shall not be deemed to
prohibit the ownership by Employee of any securities of Employer or its
affiliated entities or not more than five percent (5%) of any class of
securities of any corporation whose equity securities are traded on a national
securities exchange.  As used herein, “Competitive Services”
means any services, including, but not limited to the underwriting and marketing
of medical professional liability insurance to medical professionals and
facilities, risk retention groups, or captives, or the providing of risk
management, managerial or other services related thereto, provided by Employer
or any of its affiliated entities at the earlier to occur of the date of
termination of employment or the date immediately prior to any Change in Control
(as defined in the Severance Agreement described below).

      


      (iv)           Remedy.  Employee
acknowledges that Employee will be conversant with Employer's affairs,
operations, trade secrets, customers, customers' customers and other proprietary
information and data; that Employee’s compliance with the provisions of this
subparagraph (h) is necessary to protect the goodwill and other proprietary
rights of Employer; and that Employee’s failure to comply with the provisions of
this subparagraph (h) will result in irreparable and continuing damage to
Employer for which there will be no adequate remedy at law.  If
Employee shall fail to comply with the provisions of this subparagraph (h),
Employer (and its respective successors and assigns) shall be entitled to (A)
cease making any further payments or providing any further benefits to Employee
and, in addition, (B) injunctive relief and such other and further relief as may
be proper and necessary to ensure such compliance.

      


      (v)           Mitigation.  In
no event shall Employee be obligated to seek other employment or to take other
action by way of mitigation of the amounts payable to Employee under any of the
provisions of this Employment Agreement, and there shall be no offset against
amounts due Employee under 

       

      

        
          
             


          

          
            8

            
              
                

              
  

          

          
             


          

        



       

       

      this
Employment Agreement on account of any remuneration attributable to any
subsequent employment.

      


      5.           Employment
Security.  If Employer suffers from any natural or manmade
disaster, work stoppage, civil disobedience, act of war, or any other emergency
condition beyond Employee's control that prevents Employee from being able to
perform his duties hereunder, Employer’s obligations under the terms of this
Employment Agreement shall remain in full force and effect as if such event had
not taken place.

      


      6.           Mediation and
Arbitration.  Any dispute or controversy arising out of or in
relation to this Employment Agreement shall first be submitted to mediation in
the City of Jacksonville, Florida in accordance with the Commercial Mediation
Rules of the American Arbitration Association.  If mediation fails to
resolve such dispute or controversy, then such dispute or controversy shall be
determined and settled by arbitration in the City of Jacksonville, Florida, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect, and judgment upon the award rendered by the
arbitrator may be entered in any court of competent jurisdiction.  The
parties hereto agree to use good faith efforts to select a mediator and, if
mediation fails to resolve such dispute or controversy, an
arbitrator.  If the parties cannot agree upon a mediator or
arbitrator, such mediator or arbitrator shall be selected in accordance with the
relevant Commercial Rules of the American Arbitration Association then in
effect.  Employer's mediation and arbitration expenses, as well as any
litigation costs, including legal counsel and experts reasonably engaged, shall
be paid by Employer.  Employee's reasonable mediation and arbitration
costs, as well as any reasonable litigation costs, including without limitation
fees and expenses of legal counsel and reasonable experts, shall be paid by
Employer no later than 2 1⁄2 months after the end of the calendar year in which
such costs and expenses were incurred, provided, however, in the
event the trier of fact determines Employee's claims thereunder are made
frivolously or in bad faith, Employee shall immediately repay such litigation
costs to Employer.  Any payments that would otherwise become due under
this Employment Agreement that are the subject of a dispute may be delayed to
the extent permitted under Section 409A of the Code.  Whenever any
action is required to be taken under this Employment Agreement within a
specified period of time and the taking of such action is materially affected by
a matter submitted to mediation or arbitration, such period shall automatically
be extended by the number of days plus ten that are taken for the determination
of that matter by the parties through mediation or otherwise by the
arbitrator.

      


      7.           Miscellaneous.

      


      
        	
                 
      

              	
                (a)

              	
                Entire
      Understanding.  Except for the provisions of that certain
      change in control severance agreement dated as of January 1, 2008 (the
      “Severance
      Agreement”) between Employer and Employee and any compensation,
      incentive, indemnification, welfare benefit, retirement, or other
      arrangement, agreement or program (“Company
      Programs”) in effect from time to time, this Employment Agreement
      contains the entire understanding between Employer and Employee with
      respect to the subject matter
hereof.

              


      


      
        
           


        

        
          9

          
            
              

            
  

        

        
           


        

      


      
        	
                 
      

              	
                In
      the event of a Termination of Employment within the meaning of the
      Severance Agreement with respect to which Employer is obligated to make
      the severance payments provided by paragraph 3 of the Severance Agreement,
      (i) this Employment Agreement (other than subparagraph 4(h) and paragraphs
      6, 7 and 8 hereof) shall cease and be of no further force or effect and (ii)
      Employee’s obligations under subparagraph 4(h) of this Employment
      Agreement (dealing with Confidentiality, Non-Competition, etc.) shall
      continue until the earlier to occur of the material breach by the Company
      (as the term “Company” is defined in the Severance Agreement) of its
      obligations under the Severance Agreement or the date one year after the
      date of the Termination of Employment under the Severance
      Agreement.

              


      

      


      
        	
                 
      

              	
                Employer’s
      obligation to make payments provided for in this Employment Agreement and
      otherwise to perform its obligations hereunder shall not (other than as
      expressly stated herein) affect or operate to reduce any benefit or
      compensation inuring to Employee of any kind elsewhere provided and not
      expressly provided for in this Employment Agreement, including without
      limitation, any benefit or compensation provided under any of the Company
      Programs.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If,
      for any reason, any one or more of the provisions or part of a provision
      contained in this Employment Agreement shall be held by a court of
      competent jurisdiction to be invalid, illegal or unenforceable in any
      respect, such invalidity, illegality or unenforceability shall not affect
      any other provision or part of a provision of this Employment Agreement
      not held so invalid, illegal or unenforceable, and each other provision or
      part of a provision shall to the full extent consistent with law continue
      in full force and effect.

              


      

      


       

      
        	
                 
      

              	
                (c)

              	
                If
      Employer consolidates or merges into or with, or transfers all or
      substantially all of its assets to, another corporation, or if Employee
      ceases employment with Employer to become an employee of a Person of
      which  Employer is a Subsidiary (or an employee of a Person of
      which a former Subsidiary of Employer is a Subsidiary) or an employee of a
      Subsidiary of Employer, the term "Employer" as
      used herein shall mean such other corporation and this Employment
      Agreement shall continue in full force and effect.  For purposes
      of this Employment Agreement, (i) "Person" shall
      be construed as broadly as possible and shall include an individual or
      natural person, a partnership (including a limited liability partnership),
      a corporation, a limited liability company, an association, a joint stock
      company, a trust, a joint venture, an unincorporated organization, a
      business, and any other entity, and (ii) "Subsidiary"
      means any Person (i) whose securities having a majority of the general
      voting power in electing the board of directors or equivalent governing
      body of such Person (excluding securities entitled to vote only upon the
      failure to pay dividends thereon or the occurrence of
  other

              


      

       


      
        
           


        

        
          10

          
            
              

            
  

        

        
           


        

      


       

      contingencies)
are or were, as of  the time as of which any determination is being
made, owned by Employer either directly or indirectly through one or more other
entities constituting Subsidiaries, or (ii) a fifty percent (50%) interest in
the profits or capital of whom is, at the time as of which any determination is
being made, owned by Employer either directly or indirectly through one or more
other entities constituting Subsidiaries.

       

      


      
        	
                 
      

              	
                (d)

              	
                All
      notices, requests, demands and other communications required or permitted
      hereunder shall be given in writing and shall be deemed to have been duly
      given if hand delivered or mailed, postage prepaid, certified or
      registered, first class as follows:

              


      

       

      
        


        a.         to
Employer:

        


        FPIC
Insurance Group, Inc.

        Attention:  Chairman
of the Board

        225
Water Street, Suite 1400

        Jacksonville,
Florida  32202

        


        b.         to
Employee:

        


        John
R. Byers

        3840
Fenwick Island Drive

        Jacksonville,
Florida 32224

        


        or
to such other address as either party shall have previously specified in writing
to the other.

         

      

      
        	
                 
      

              	
                (e)

              	
                Except
      as required by law, no right to receive payments under this Employment
      Agreement shall be subject to anticipation, commutation, alienation, sale,
      assignment, encumbrance, charge, pledge or hypothecation or to execution,
      attachment, levy or similar process or assignment by operation of law, and
      any attempt, voluntary or involuntary, to effect any such action shall be
      null, void and of no effect.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                This
      Employment Agreement shall be binding upon and inure to the benefit of
      Employer (including any Person that shall be deemed to be “Employer” as
      provided in subparagraph (c) above) and Employee.  Employer
      shall require any Person that shall become deemed to be “Employer” as
      provided in subparagraph (c) above (other than those that become so by
      operation of law) to expressly assume, in writing, all of Employer’s
      obligations to Employee hereunder.  Except as provided in the
      preceding sentences, this Employment Agreement and the rights and
      obligations of the parties hereunder are personal, and neither this
      Employment Agreement nor any right, benefit or obligation of either party
      hereto shall be subject to voluntary or
  involuntary

              


      


      
        
           


        

        
          11

          
            
              

            
  

        

        
           


        

      


      assignment,
alienation or transfer, whether by operation of law or otherwise, without the
prior written consent of the other party. In the event that Employee dies before
all amounts payable under this Employment Agreement have been paid, all
remaining amounts shall be paid to the beneficiary specifically designated by
Employee in writing prior to his death, or, if no such beneficiary was
designated (or Employer is unable in good faith to determine the beneficiary
designated), to Employee’s personal representative or estate.

      


      
        	
                 
      

              	
                (g)

              	
                This
      Employment Agreement may not be modified or amended except by an
      instrument in writing signed by the parties hereto.  No term or
      condition of this Employment Agreement shall be deemed to have been
      waived, nor shall there be any estoppel against the enforcement of any
      provision of this Employment Agreement except by written instrument signed
      by the party charged with such waiver or estoppel.  No such
      written waiver shall be deemed a continuing waiver unless specifically
      stated therein, and each such waiver shall operate only as to the specific
      term or condition waived and shall not constitute a waiver of such term or
      condition for the future or as to any act other than that specifically
      waived.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                The
      paragraph headings contained in this Employment Agreement are included
      solely for convenience of reference and shall not in any way affect the
      meaning or interpretation of any of the provisions of this Employment
      Agreement.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                This
      Employment Agreement and its validity, interpretation, performance, and
      enforcement shall be governed by the laws of the State of Florida without
      giving effect to the choice of law provisions in effect in such
      State.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                Employer
      hereby agrees that no request, demand or requirement shall be made to or
      of Employee that would violate any federal or state law or
      regulations.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Should
      any valid federal or state law or final determination of any
      administrative agency or court of competent jurisdiction affect any
      provision of this Employment Agreement, the provision so affected shall be
      automatically conformed to the law or determination; otherwise, this
      Employment Agreement shall continue in full force and
    effect.

              


      

      


      8.           Effect of Section
409A.  It is expressly contemplated by the parties that this
Employment Agreement will conform to, and be interpreted to comply with, Section
409A of the Code. Notwithstanding any other provision of this Employment
Agreement, if Employee is a "specified employee" as defined in Section
409A(a)(2)(B)(i) of the Code at the time of his separation  from
service, then the payment of any amount under or pursuant
to this Employment Agreement that  is considered deferred compensation
subject to Section 409A of the Code shall be deferred for six


      
        
           


        

        
          12

          
            
              

            
  

        

        
           


        

      


      (6)
months after his "separation from service" or, if earlier, his death as required
by Section 409A(a)(2)(B)(i) of the Code (the "409A Deferral
Period").

      


      In the event payments are otherwise due
to be made in installments or periodically during the 409A Deferral Period, the
payments that would otherwise have been made in the 409A Deferral Period shall
be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends,
and the balance of the payments shall be made as otherwise
scheduled.  If Employee incurs any interest or additional tax under
Section 409A(a)(1)(B) of the Code with respect to amounts payable under this
Employment Agreement, Employer promptly at that time will pay Employee an
additional amount so that, after all taxes on such additional amount, he has an
amount remaining equal to such interest or additional tax.  Such
gross-up payment, however, shall be made in any event no later than the end of
Employee's taxable year next following his taxable year in which the related
taxes, interest or penalties are remitted.

      


      For purposes of this Employment
Agreement, Employee shall not be deemed to have terminated employment unless he
has a "separation from service" within the meaning of Section 409A of the Code
(generally, where it is reasonably anticipated that the level of services he
will perform after that date, whether as an employee or independent contractor,
will permanently decrease to no more than 20 percent of the average level of
services performed by him over the immediately preceding 36-month
period).

      


      All rights to payments and benefits
under this Employment Agreement shall be treated as rights to receive a series
of separate payments and benefits to the fullest extent allowed by Section 409A
of the Code. All reimbursements and in kind benefits provided under this
Employment Agreement shall be made or provided in accordance with the
requirements of Section 409A of the Code, including, where applicable, the
requirements that (i) any reimbursement is for expenses incurred during
Employee’s lifetime (or during a shorter period of time specified in this
Employment Agreement); (ii) the amount of expenses eligible for reimbursement,
or in kind benefits provided, during a calendar year may not affect the expenses
eligible for reimbursement, or in kind benefits to be provided, in any other
calendar year; (iii) the reimbursement of an eligible expense will be made no
later than 21⁄2 months after the end of the calendar year in which the expense is
incurred; and (iv) the right to reimbursement or in kind benefits is not subject
to liquidation or exchange for another benefit.

      


      9.           “Parachute
Payments.”  Employer will make Gross Up Payments (as defined on
Exhibit A hereto) to Employee to the extent and on the terms described in
Exhibit A.

      



      
        
           


        

        
          13

          
            
              

            
  

        

        
           


        

      


          IN WITNESS
WHEREOF, the parties hereto have executed this Employment Agreement as of the
day and date first set forth above.

       

      


    

    
      
        	
                Employee:   

                 

                 

              	 	 	FPIC
      Insurance Group, Inc.	 
	
                /s/ John R.
    Byers

              	 	 	
                By  
      /s/ Kenneh M.
      Kirschner 

              	 
	
                   John R.
      Byers

              	 	 	
                    Kenneth
      M. Kirschner

              	 
	
                 

              	 	 	
                    Chairman of the
      Board

              	 


      

    

     

     

     

     

     

     

    
      




      
        
           


        

        
          14

          
            
              

            
  

        

        
           


        

      


       

      EXHIBIT
A

      GROSS
UP PAYMENTS

       

      (a)           In the event it is determined (pursuant
to clause (b) below) or finally determined (as defined in
clause (c)(iii) below) that any payment, distribution, transfer, benefit or
other event with respect to Employer or its predecessors, successors, direct or
indirect subsidiaries or affiliates (or any predecessor, successor or affiliate
of any of them, and including any benefit plan of any of them), to or for the
benefit of Employee or Employee's dependents, heirs or beneficiaries pursuant to
the terms of the Employment Agreement (but determined without regard to any
additional payments required under this Exhibit A) (each a "Payment" and collectively the "Payments") is or was subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), and/or any successor provision or any comparable provision of
state or local income tax law (collectively, "Section 4999"), or any
interest, penalty or addition to tax is or was incurred by Employee with respect
to such excise tax (such excise tax, together with any such interest, penalty or
addition to tax, hereinafter collectively referred to as the "Excise
Tax"), then, within ten
(10) days after such determination or final determination, as the case may be,
Employer shall pay to Employee an additional cash payment (hereinafter referred
to as the "Gross Up
Payment") in an amount such
that after payment by Employee of all taxes, interest, penalties and additions
to tax imposed with respect to the Gross Up Payment (including, without
limitation, any income and excise taxes imposed upon the Gross Up Payment),
Employee retains an amount of the Gross Up Payment equal to the Excise Tax
imposed upon such Payment or Payments and the Gross Up Payment.  This
provision is intended to put Employee in the same position as Employee would
have been had no Excise Tax been imposed upon or incurred as a result of any
Payment.

       

      (b)           Except as provided in clause (c)
below, the determination that a Payment is subject to an Excise Tax shall be
made in writing by a certified public accounting
firm selected by Employee ("Employee's
Accountant").  Such determination shall
include the amount of the Gross Up Payment and detailed computations thereof,
including any assumptions used in such computations (the written determination
of Employee's Accountant, hereinafter, "Employee's
Determination").  Employee's Determination
shall be reviewed on behalf of Employer by a certified public accounting firm
selected by Employer ("Employer's
Accountant").  Employer shall notify
Employee within ten (10) business days after receipt of Employee's Determination
of any disagreement or dispute therewith, and failure to so notify within that
period shall be considered an agreement by Employer with Employee's
Determination, and any agreement by Employer with Employee's Determination shall
obligate Employer to make payment as provided in clause (a) above within
ten (10) days from the expiration of such ten (10) business-day
period.  In the event of an objection by Employer to Employee's
Determination, any amount not in dispute shall be paid within ten (10) days
following the ten (10) business-day period referred to herein, and with respect
to the amount in dispute Employee's Accountant and Employer's Accountant shall
jointly select a third nationally recognized certified public accounting firm to
resolve the dispute and the decision of such third firm shall be final, binding
and conclusive upon Employee and Employer.  In such a case, the third
accounting firm's findings shall be deemed the binding determination with
respect to the amount in dispute, obligating Employer to make any payment as a
result thereof within ten (10) days following the receipt of such third
accounting firm's determination.  All fees and expenses of each of the
accounting firms referred to in this Exhibit A shall be borne solely by
Employer.


      
        
           


        

        
          15

          
            
              

            
  

        

        
           


        

      


       

      (c)           The rights of Employee under this
Exhibit A shall be contingent on the agreement by Employee to the provisions set
forth in this clause (c):

       

      (i)         Employee shall notify Employer in
writing of any claim by the Internal Revenue Service (or any successor thereof)
or any state or local taxing authority (individually or collectively, the
"Taxing
Authority") that, if
successful, would require the payment by the Employer of a Gross Up
Payment.  Such notification shall be given as soon as reasonably
practicable and shall apprise Employer of the nature of such claim and the date
on which such claim is requested to be paid.  Employee shall not pay
such claim prior to the expiration of the fifteen (15)-day period following the
date on which Employee gives such notice to Employer (or such shorter period
ending on the date that any payment of taxes, interest, penalties or additions
to tax with respect to such claim is due).  If Employer notifies
Employee in writing prior to the expiration of such fifteen (15)-day period that
it desires to contest such claim (and demonstrates to the reasonable
satisfaction of Employee its ability to make the payments to Employee that may
ultimately be required under this section before assuming responsibility for the
claim), Employee shall:

       

      (A)           give Employer any information reasonably
requested by Employer relating to such claim;

       

      (B)           take such action in connection with
contesting such claim as Employer shall reasonably request in writing from time
to time, including, without limitation, accepting legal representation with
respect to such claim by an attorney selected by Employer who is reasonably
acceptable to Employee;

       

      (C)           cooperate with Employer in good faith in
order effectively to contest such claim; and

       

      (D)           permit Employer to participate in any
proceedings relating to such claim; provided, however, that Employer shall bear
and pay directly all attorneys fees, costs and expenses (including additional
interest, penalties and additions to tax) incurred in connection with such
contest and shall indemnify and hold harmless Employee, on an after-tax basis,
for all taxes (including, without limitation, income and excise taxes),
interest, penalties and additions to tax imposed in relation to such claim and
in relation to the payment of such costs and expenses or
indemnification.  Without limitation on the foregoing provisions of
this Exhibit A, and to the extent its actions do not unreasonably interfere with
or prejudice Employee's disputes with the Taxing Authority as to other issues,
Employer shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forego any and all administrative
appeals, proceedings, hearings and conferences with the Taxing Authority in
respect of such claim and may, at its sole option, either direct Employee to pay
the tax, interest or penalties claimed and sue for a refund or contest the claim
in any permissible manner, and Employee agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Employer shall determine;
provided, however, that if Employer directs Employee to pay such claim and sue
for a refund, Employer shall advance an amount equal to such payment to
Employee, on an interest-free basis, and shall indemnify and hold harmless Employee, on an after-tax
basis, from all taxes (including, without limitation,


      
        
           


        

        
          16

          
            
              

            
  

        

        
           


        

      


       

      income and excise taxes), interest,
penalties and additions to tax imposed with respect to such advance or with
respect to any imputed income with respect to such advance; and, provided,
further, that any extension of the statute of limitations relating to payment of
taxes, interest, penalties or additions to tax for the taxable year of Employee
with respect to which such contested amount is claimed to be due is limited
solely to such contested amount; and, provided, further, that any settlement of
any claim shall be reasonably acceptable to Employee and the Employer's control
of the contest shall be limited to issues with respect to which a Gross Up
Payment would be payable hereunder, and Employee shall be entitled to settle or
contest, as the case may be, any other issue.

       

      (ii)         If, after receipt by Employee of an
amount advanced by Employer pursuant to clause (c)(i), Employee receives
any refund with respect to such claim, Employee shall (subject to Employer's
complying with the requirements of this Exhibit A) promptly pay to Employer an
amount equal to such refund (together with any interest paid or credited thereon
after taxes applicable thereto), net of any taxes (including without limitation
any income or excise taxes), interest, penalties or additions to tax and any
other costs incurred by Employee in connection with such advance, after giving
effect to such repayment.  If, after the receipt by Employee of an
amount advanced by Employer pursuant to clause (c)(i), it is finally
determined that Employee is not entitled to any refund with respect to such
claim, then such advance shall be forgiven and shall not be required to be
repaid and the amount of such advance shall be treated as a Gross Up Payment and
shall offset, to the extent thereof, the amount of any Gross Up Payment
otherwise required to be paid.

      


      (iii)        For
purposes of this Exhibit A, whether the Excise Tax is applicable to a Payment
shall be deemed to be "finally determined" upon the earliest
of:  (A) the expiration of the 15-day period referred to in
clause (c)(i) above if Employer has not notified Employee that it intends
to contest the underlying claim, (B) the expiration of any period following
which no right of appeal exists, (C) the date upon which a closing
agreement or similar agreement with respect to the claim is executed by the
Employee and the Taxing Authority (which agreement may be executed only in
compliance with this Exhibit A), (D) the receipt by Employee of notice from
Employer that it no longer seeks to pursue a contest (which notice shall be
deemed received if Employer does not, within 15 days following receipt of a
written inquiry from Employee, affirmatively indicate in writing to Employee
that Employer intends to continue to pursue such contest).

       

      (d)           As
a result of uncertainty in the application of Section 4999 that may exist
at the time of any determination that a Gross Up Payment is due, it may be
possible that in making the calculations required to be made hereunder, the
parties or their accountants shall determine that a Gross Up Payment need not be
made (or shall make no determination with respect to a Gross Up Payment) that
properly should be made ("Underpayment"), or
that a Gross Up Payment not properly needed to be made should be made ("Overpayment").  The
determination of any Underpayment shall be made using the procedures set forth
in clause (b) above and shall be paid to Employee as an additional Gross Up
Payment.  Employer shall be entitled to use procedures similar to
those available to Employee in clause (b) to determine the amount of any
Overpayment (provided that Employer shall bear all costs of the accountants as
provided in clause (b)).  In the event of a determination that an
Overpayment was made, any such Overpayment shall be treated for all purposes as
a loan to Employee with interest at the applicable Federal rate provided for in
Section 1274(d) of the Code;


      
        
           


        

        
          17

          
            
              

            
  

        

        
           


        

      


       

      provided,
however, that the amount to be repaid by Employee to Employer shall be subject
to reduction to the extent necessary to put Employee in the same after-tax
position as if such Overpayment were never made.

      


       


      
        
           


        

        
          18