Exhibit 10(mmmm)


    

      Exhibit
        10(mmmm)

      


      FPIC
        INSURANCE GROUP, INC.

      


      AMENDED
        AND RESTATED

      EMPLOYMENT
        AGREEMENT

      


      Dated
        December 14, 2005

      


      This
        Amended and Restated Employment Agreement is made and entered into on December
        14, 2005, 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 Charles Divita, III,
        an individual presently residing at 549 S. Bridge Creek Drive, Jacksonville,
        Florida 32259 (hereinafter referred to as “Employee”).

      


      WITNESSETH:

      


      WHEREAS,
        Employer desires to retain the services of Employee as the Senior Vice President
        Operations and Strategy until December 31, 2005, and the Chief Financial
        Officer
        beginning January 1, 2006, and Employee desires to perform such services
        for
        Employer on the terms and conditions set forth herein;

      


      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
        the Senior Vice President Operations and Strategy and the Chief Financial
        Officer; 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)  	
                Terms
                  of Employment.

              


      

      


      
        	a)  	
                Employee's
                  employment hereunder shall be for an initial term beginning July
                  26, 2004
                  and ending December 31, 2006, which term shall be extended for
                  an
                  additional calendar year at the end of each calendar year, commencing
                  with
                  the calendar year ending December 31, 2005, upon Employer's Board
                  of
                  Directors (from time to time herein referred to as the "Board”), or a
                  committee thereof, giving notice to Employee prior to the end of
                  such
                  calendar year that it wishes to extend this Amended and Restated
                  Employment Agreement for an additional calendar
                  year.

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
 

      

      
        	b)  	
                In
                  the event Employer does not give notice to Employee prior to the
                  end of
                  any calendar year, commencing with the calendar year ending December
                  31,
                  2004, that it wishes to extend this Amended and Restated Employment
                  Agreement as specified in subparagraph 1(a) above, Employee may
                  voluntarily terminate Employee’s employment under this Amended and
                  Restated 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 to which Employee is then entitled under subparagraph
                  2(e) below,
                  for the balance of the term of this Amended and Restated Employment
                  Agreement; 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. It is
                  provided,
                  however, if Employee directly or indirectly engages in or acts
                  as an
                  employee of or consultant for any trade or occupation that is in
                  competition with Employer, such salary and benefits shall thereupon
                  terminate.

              


      

      


      
        	c)  	
                The
                  duties of Employee shall be as determined by the Board in accordance
                  with
                  this Amended and Restated Employment Agreement and the By-Laws
                  of Employer
                  in effect from time to time. 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, firm,
                  corporation, governmental agency or other entity 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 $185,500 payable in twenty-six (26) equal payments
                  during
                  each annual period of this Amended and Restated Employment Agreement;
                  provided, however, that effective January 1 of each year beginning
                  in
                  2005, Employee’s annual compensation shall be increased in accordance with
                  the provision for salary increases set forth in paragraph (b) below.
                  Employee's minimum total compensation, which in no event may be
                  reduced in
                  whole or in part, shall be the annual salary at the rate of compensation
                  received by Employee for any given period of time or at the time
                  of
                  Employee's termination.

              


      

      


      
        	b)  	
                Annual
                  performance reviews will determine annual salary increases to which
                  Employee becomes entitled, effective January 1, 2005, based upon
                  Employer's then current Compensation
                  Program.

              


      

       

      
        
          
          

        

        
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        	c)  	
                Incentive
                  compensation payable with respect to each year beginning with the
                  year
                  2005 based on Employee's individual performance and the performance
                  of
                  Employer for such year pursuant to Employer's then current Executive
                  Incentive Compensation Program.

              


      

      


      
        	d)  	
                Any
                  additional compensation payable by resolution of the Board for
                  outstanding
                  performance.

              


      

      


      
        	e)  	
                Such
                  benefits as may be made available from time to time to senior management
                  employees of Employer, but at no time less than: (i) an automobile
                  allowance of $450 per month and (ii) initiation fees, dues and
                  assessments
                  of membership in a club of Employee’s choice, as reasonably approved by
                  Employer's Board or an appropriate committee
                  thereof.

              


      

      


      
        	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 Amended and Restated 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(b), this Amended and Restated Employment Agreement
                  may
                  be terminated in the manner set forth in subparagraphs (a) through
                  (f)
                  below.

              


      

      


      
        	a)  	
                Voluntary
                  Termination by Employee.

              


      

      


      Employee
        may terminate this Amended and Restated Employment Agreement at any time
        by
        giving at least ninety (90) days written notice to Employer, with no further
        obligation on Employer's part under this Agreement after the effective date
        of
        such termination.

      


      
        	b)  	
                Voluntary
                  Termination by Employer.

              


      

      


      Employer
        may terminate this Amended and Restated Employment Agreement at any time
        for any
        reason sufficient to it, by act of its Board. Such termination shall be
        immediately effective. Following such voluntary termination, 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 then current Amended and Restated Employment Agreement;
        provided, that if the 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. It is provided, however, if Employee directly
        or indirectly engages in or acts as an employee of or consultant for any
        trade
        or occupation that is in competition with Employer, such salary and benefits
        shall thereupon terminate.

       

      
        
          
          

        

        
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        	c)  	
                Permanent
                  Disability of Employee.

              


      

      


      If
        Employee has been, for substantially all the normal working days during three
        (3) consecutive months, 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 deems Employee “permanently disabled,"
        Employee shall be entitled to receive the unpaid balance of Employee’s annual
        salary, together with other accrued benefits pursuant to subparagraph 2(e)
        above
        to the date of the determination of being permanently disabled, payable as
        immediately prior to termination for the remaining term of this Amended and
        Restated Employment Agreement, 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. It is provided, however, if Employee directly or indirectly
        engages
        in or acts as an employee of or consultant for any trade or occupation that
        is
        in competition with Employer, such salary and benefits shall thereupon
        terminate.

      


      
        	d)  	
                Death
                  of Employee.

              


      

      


      This
        Amended and Restated Employment Agreement shall terminate on the date of
        Employee's death, and Employer shall pay, in a lump sum, to the estate or
        personal representative of Employee the unpaid balance of Employee’s annual
        salary, together with other accrued benefits under subparagraph 2(e) above,
        to
        the date of death.

      


      
        	e)  	
                Termination
                  for Cause.

              


      

      


      Employer's
        Board may terminate this Agreement for Cause (as defined below), but only
        after
        a written notice specifying the Cause has been submitted to Employee. Employee
        shall be granted a reasonable opportunity to respond to the notice, in writing,
        and in an appearance before the Board. A determination by the Board to terminate
        this 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 this Amended and Restated
        Employment Agreement for Cause under this subparagraph, Employer shall not
        be
        obligated to make any further payments or provide any further benefits under
        this Amended and Restated Employment Agreement other than amounts accrued
        at the
        time of such termination. “Cause” for the purposes of this Agreement consists of
        the following:

      


      
        	i)  	
                Employee's
                  commission of dishonest acts, fraud, misappropriation, or embezzlement
                  affecting Employer;

              


      

       

       

      
        
          
          

        

        
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        	ii)  	
                Employee's
                  commission of any felony under state or federal law;
                  or

              


      

      


      
        	iii)  	
                the
                  failure or refusal of Employee to comply with any reasonable lawful
                  policy, directive or instruction of the Board, consistent with
                  subparagraph l(c) hereof.

              


      

      


      
        	f)  	
                Constructive
                  Discharge.
                  Employee may terminate this Amended and Restated Employment Agreement
                  in
                  the event of Constructive Discharge (as defined below) by providing
                  written notice to Employer within three months 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 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,
                  (iii) liquidation, dissolution, consolidation or merger of Employer,
                  or
                  transfer of all or substantially all of its assets, other than
                  a
                  transaction or series of transactions in which the resulting or
                  surviving
                  transferee entity has, in the aggregate, a net worth at least equal
                  to
                  that of Employer immediately before such transaction and expressly
                  assumes
                  this Agreement and all obligations and undertakings of Employer
                  hereunder,
                  or (iv) reduction in Employee's base salary or 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 this Agreement; 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. It is provided, however, if Employee directly or indirectly
                  engages in or acts as an employee of or consultant for any trade
                  or
                  occupation that is in competition with Employer, such salary and
                  benefits
                  shall thereupon terminate. Employer and Employee, 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.

              


      

      


      
        	g)  	
                Return
                  of Property.
                  Upon any termination of this 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 Agreement, Employee shall receive from Employer
                  the
                  value of that benefit for the remaining term of this
                  Agreement.

              


      

      


      
        	h)  	
                Additional
                  Agreements.
                  Upon any termination of this Agreement, regardless of the reason
                  for
                  termination, it is agreed:

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      
        	(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 thereafter, Employee will not, in any way, directly or indirectly:
                  (A) induce or attempt to induce any employee to terminate his or
                  her
                  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, entice, take away or employ any person
                  employed
                  by Employer or any affiliate of
                  Employer.

              


      

      


      
        	(ii)  	
                Confidentiality.
                  Employee agrees 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)  	
                Remedy.
                  Employee acknowledges that Employee will be conversant with Employer's
                  affairs, operations, trade secrets, customers, customers' customers
                  and
                  other proprietary information 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 (B)
                  injunctive
                  relief and such other and further relief as may be proper and necessary
                  to
                  ensure such compliance.

              


      

      


      
        	(iv)  	
                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
                  Agreement.

              


      

      


      
        	5)  	
                Employment
                  Security.

              


      

      


      
        	a)  	
                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, the term of this Amended and Restated Employment
                  Agreement shall remain in full force and effect as if such event
                  had not
                  taken place.

              


      

       

       

      
        
          
          

        

        
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        	b)  	
                In
                  the event of the merger, consolidation or acquisition of Employer
                  with or
                  by any other corporation, corporations or other business entities,
                  the
                  sale of Employer or a major portion of its assets, or of its business
                  or
                  good will or any other corporate reorganization involving Employer,
                  this
                  Amended and Restated Employment Agreement shall be assigned and
                  transferred to the successor in interest as an asset of Employer
                  and the
                  assignee shall assume Employer’s obligations hereunder, and Employee
                  agrees to continue to perform Employee’s duties and obligations hereunder.
                  Failure to assign this Amended and Restated Employment Agreement
                  prior to
                  any of the events set forth in this subparagraph 5(b) will obligate
                  Employer to fulfill the terms and conditions hereof prior to consummating
                  the applicable event.

              


      

      


      
        	6)  	
                Arbitration.
                  In the case of any dispute or disagreement arising out of or connected
                  with this Agreement, the parties hereby agree to submit such disputes
                  or
                  disagreements to the American Arbitration Association within ninety
                  (90)
                  days of such dispute or disagreement for resolution by a panel
                  of three
                  arbitrators designated by the American Arbitration Association.
                  The panel
                  of arbitrators shall be instructed to render their decision within
                  one
                  hundred twenty (120) days of the initial submission of the dispute
                  or
                  disagreement to them. Any decision or award by such arbitration
                  panel
                  shall be final and binding, and except in a case of gross fraud
                  or
                  misconduct by one or more of the arbitrators, the decision or award
                  rendered with respect to such dispute or disagreement shall not
                  be
                  appealable. 

              


      

      


      
        	7)  	
                Miscellaneous.

              


      

      


      
        	a)  	
                All
                  notices, requests, demands, or other communications hereunder shall
                  be in
                  writing, and shall be deemed to be duly given when delivered or
                  sent by
                  registered or certified mail, postage prepaid, to Employee’s last home
                  address as provided to and reflected on the records of Employer
                  and to
                  Employer when personally delivered to Employer’s Secretary or when sent by
                  registered or certified mail, postage prepaid, to such
                  officer.

              


      

      


      
        	b)  	
                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.

              


      

      


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

              


      

      


      
        	d)  	
                This
                  Amended and Restated Employment Agreement is made and entered into
                  in the
                  State of Florida and its validity and interpretation, and the performance
                  by the parties hereto of their respective duties and obligations
                  hereunder, shall be governed by the laws of the State of Florida
                  and of
                  the United States of America.

              


      

      


      
        	e)  	
                This
                  Amended and Restated Employment Agreement supersedes all prior
                  employment
                  agreements and understandings, whether written or oral, and constitutes
                  the entire agreement between the parties relating to the employment
                  of
                  Employee, there being no representations, warranties or commitments
                  except
                  as set forth herein.

              


      

       

       

      
        
          
          

        

        
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        	f)  	
                This
                  Amended and Restated Employment Agreement may be amended only by
                  an
                  instrument in writing executed by the parties
                  hereto.

              


      

      


       

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

       

      
        
          	
                   Employee:

                   

                	 	 	 FPIC
                  Insurance Group, Inc.
	/s/ Charles
                  Divita, III	 	 	/s/ John
                  R. Byers
	
                  

                	 	 	
                  

                
	 	 	 	John
                  R. Byers
President and Chief Executive
                  Officer


        

        
          	 	 	 	 
	 /s/ Peggy A. Parks	 	 	 /s/ Amy P. Beyard
	
                  

                  Witness	 	 	
                  

                  Attest
	
                	 	 	



        



       

      
        
          
          

        

        
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