Exhibit 10(llll)


    Exhibit
      10(llll)

    


    SEPARATION
      AGREEMENT

    


    This
      Separation Agreement (this “Agreement”), dated as of December 14, 2005, is made
      and entered into by and between Kim D. Thorpe (“Thorpe’) and FPIC Insurance
      Group, Inc. (the “Parent”) and its subsidiaries, affiliates, successors,
      assigns, officers, directors and employees (collectively with the Parent, the
      “FPIC Group”).

    


    RECITALS

    


    WHEREAS,
      Thorpe currently serves in the following positions (collectively, “Officer and
      Director Positions”): Executive Vice President and Chief Financial Officer of
      the Parent; and various positions as an officer, director and/or trustee of
      various other entities included in the FPIC Group and various employee benefit
      plans and trusts for FPIC Group employees;

    


    WHEREAS,
      Thorpe and the Parent are parties to an Employment Agreement, originally entered
      into November 22, 1999, amended from time to time prior to the date hereof
      (as
      so amended, the “Employment Agreement”); and

    


    WHEREAS,
      the parties agree that Thorpe’s employment with the Parent and his various
      positions with the FPIC Group will continue temporarily and then terminate
      as
      set forth in this Agreement notwithstanding the terms of the Employment
      Agreement;

    


    NOW,
      THEREFORE, in consideration of the mutual undertakings and agreements set forth
      herein, the parties agree as follows:

    


    1.  Resignation
      from Officer and Director Positions.
      Thorpe
      hereby resigns from all Officer and Director Positions, effective 5:00 p.m.
      on
      December 31, 2005.

    


    2.  Separation
      from Employment.
      Thorpe
      and FPIC agree that notwithstanding Thorpe’s resignation from Officer and
      Director Positions, Thorpe will continue as a non-officer employee of Parent
      until 5:00 p.m. on March 31, 2006. As an employee from January 1, 2006, to
      March
      31, 2006 (the “Separation Date”), Thorpe will use reasonable efforts to effect a
      smooth transition of Thorpe’s duties as Chief Financial Officer of the Parent to
      Thorpe’s successor as Chief Financial Officer of the Parent and will advise and
      assist his successor as well as other senior officers of the Parent and other
      members of the FPIC Group with respect to the preparation and issuance of
      financial statements and reports with respect to the FPIC Group’s business
      activities for the year ending December 31, 2005. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  Release
      of FPIC by Thorpe.
      Except
      as specifically set forth in this Agreement, effective as of the “Effective
      Date” as defined in Section 12 of this Agreement, Thorpe, on behalf of himself
      and his respective heirs, legal representatives, fiduciaries, agents, attorneys,
      successors and assigns, hereby releases and forever discharges the FPIC Group
      and the FPIC Group’s agents, attorneys, insurers and reinsurers (the “FPIC
      Releasees”) from all actions, causes of action, suits, debts, claims, sums of
      money, contracts and/or contract obligations (except as specifically set forth
      in this Agreement), controversies, promises, damages, judgments, and demands
      whatsoever, in law or equity, state, federal or local, against the FPIC
      Releasees that he (and his respective heirs, legal representatives, successors
      and assigns) ever had, now has or hereafter can, shall or may have against
      the
      FPIC Releasees relating to his employment with FPIC or his separation therefrom,
      and to the Officer and Director Positions and his resignation therefrom, from
      the beginning of time to the “Effective Date” as defined in Section 12 of this
      Agreement, including, but not limited to:

    


    a.  the
      Civil
      Rights Acts of 1964 (as amended); the Age Discrimination in Employment Act
      of
      1967, as amended; the Americans with Disabilities Act of 1990; the
      Rehabilitation Act of 1973; the Equal Pay Act of 1963; and the Employee
      Retirement Security Act of 1964, as amended;

    


    b.  the
      laws
      of the State of Florida concerning wages, employment and discharge; any City
      of
      Jacksonville employment laws; or any other law, rule, regulation or ordinance
      pertaining to employment, terms and conditions of employment, or termination
      of
      employment;

    


    c.  claims
      arising out of any legal restrictions of the right to terminate the FPIC Group’s
      employees, such as wrongful or unlawful discharge or related causes of
      action;

    


    d.  intentional
      infliction of emotional distress or any other tortious conduct;

    


    e.  violations
      of any contract or promise, express or implied;

    


    f.  claims
      to
      payments or benefits under any employment, severance, or other
      employment-related agreement; and/or

    


    g.  state
      or
      federal whistleblowers or similar acts.

     

    
       

      
        
          
          

        

        
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    4.  Release
      of Thorpe by the FPIC Group.
      Except
      as specifically set forth in this Agreement, effective as of the “Effective
      Date” as defined in Section 12 of this Agreement, the Parent, on behalf of
      itself and the other members of the FPIC Group, hereby releases and forever
      discharges Thorpe and his respective heirs, legal representatives, agents,
      attorneys, successors and assigns from all actions, causes of action, suits,
      debts, claims, sums of money, contracts and/or contract obligations (except
      as
      specifically set forth in this Agreement), controversies, promises, damages,
      judgments, and demands whatsoever, in law or equity, state, federal or local,
      against Thorpe that the FPIC Group ever had, now has or hereafter can, shall
      or
      may have against Thorpe relating to his employment with the FPIC Group or his
      separation therefrom, and to the Officer and Director Positions and his
      resignation therefrom, from the beginning of time to the “Effective Date” as
      defined in Section 12 of this Agreement.

    


    Notwithstanding
      anything to the contrary contained in this Agreement, including but not limited
      to the release provisions of this Section 4, Thorpe’s Indemnification Agreement
      dated November 6, 1999, and the provisions of Section 4(h) of the Employment
      Agreement shall remain in full force and effect.

    


    5.  Compensation
      and Benefits.
      Following the termination of the Employment Agreement as of the “Effective Date”
      as defined in Section 12 of this Agreement, and following the Separation Date
      through March 31, 2007 (the “Compensation Termination Date”), Thorpe will
      continue to receive (i) a salary at the rate of $350,000 per annum, payable
      in
      the same manner as immediately prior to the date of this Agreement, (ii) annual
      Employee Incentive Compensation in respect of the calendar year 2005 (but not
      in
      respect of the calendar year 2006 or any portion thereof), payable in accordance
      with the FPIC Group’s existing policy, and (iii) all benefits described in
      Section 6 of this Agreement; provided, however, that if after the Separation
      Date the Parent is unable to continue to provide such benefits to Thorpe at
      substantially the same cost it would incur were Thorpe still employed by the
      Parent (the “Benefit Cost”), the Parent shall have the right to pay Thorpe the
      Benefit Cost of such benefits in lieu of continuing to provide such benefits
      to
      Thorpe. It is further provided, however, that if Thorpe directly or indirectly
      engages in or acts as an executive of or consultant for any trade or occupation
      that is in competition with the FPIC Group, such salary and benefits shall
      thereupon terminate.

    


    6.  Benefits.
      The
“benefits” referred to in Section 5 of this Agreement shall mean: (i) a
      continuation of the existing monthly automobile allowance and automobile expense
      reimbursements currently received by Thorpe; (ii) health and dental benefits
      (substantially as provided under the Employment Agreement), provided as COBRA
      continuation coverage after the Separation Date; (iii) life, short term
      disability and long term disability insurance, substantially as provided under
      the Employment Agreement; (iv) Deerwood Country Club dues ($387.49 per month),
      substantially as provided under the Employment Agreement, plus a lump sum
      payment (up to $10,000) on the Compensation Termination Date equal to the
      balance at such date of the currently amortizing capital assessment; (v) office
      cell phone benefits (substantially as provided under the Employment Agreement);
      and (vi) continuation (by contribution, substantially as under the Employment
      Agreement, or payment at approximately the same time of amounts that would
      have
      been contributed under the Employment Agreement) with respect to the FPIC
      Insurance Group, Inc. Defined Benefit Pension Plan; the Florida Physicians
      Insurance Company Excess Benefit Plan; the FPIC Insurance Group, Inc. Defined
      Contribution (and Profit Sharing) Plan and the FPIC Insurance Group, Inc.
      Deferred Compensation Plan.

     

     

    
      
        
        

      

      
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    7.  Officer
      and Director Indemnification.
      The
      FPIC Group will not change its currently existing indemnification protections
      in
      a way that would adversely affect Thorpe more than then active officers and
      directors except to the extent required by law, regulation or rules of
      applicable stock trading markets.

    


    8.  Death
      of Employee.
      This
      Agreement shall terminate on the date of Thorpe’s death, and the Parent shall
      pay, in a lump sum, to the estate or personal representative of Thorpe the
      unpaid balance of Thorpe’s annual salary, together with all other accrued
      benefits under Section 6 of this Agreement to the date of death.

    


    9.  Return
      of Property.
      On or
      before the Separation Date, Thorpe shall turn over to the FPIC Group all of
      the
      FPIC Group’s property, both tangible and intangible. 

    


    10.  Non-Disparagement.
      Except
      as may be compelled by a court of law, neither party shall take any action
      (including, without limitation, the making of any oral or written statement)
      that damages the reputation of the other. 

    


    11.  Thorpe’s
      Legal Fees.
      The
      Parent shall pay or reimburse Thorpe for his attorneys’ fees payable to Smith,
      Hulsey & Busey (up to $6,000 in the aggregate), with an IRS form 1099 issued
      to Smith, Hulsey & Busey with respect thereto.

    


    12.  Effective
      Date.
      Thorpe
      acknowledges that he has been offered the opportunity to consider this Agreement
      for twenty-one (21) days, until January 4, 2006, before executing it, although
      Thorpe may accept it by execution at any time within such twenty-one (21) day
      period. In addition, Thorpe may revoke this Agreement in writing by sending
      notice of revocation to FPIC Insurance Group, Inc., 225 Water Street, Suite
      1400, Jacksonville, FL 32202, Attention: John Byers, President, within seven
      calendar days following its execution by Thorpe. This Agreement shall become
      effective at the close of business seven days after its execution by Thorpe
      (the
“Effective Date”). Thorpe’s revocation of this Agreement prior to the Effective
      Date shall not be considered or be a revocation of his resignation from Officer
      and Director Positions as provided in this Agreement. In the event of such
      revocation, Thorpe will be deemed to have given a 90 day notice in accordance
      with Section 1 (b) of the Employment Agreement terminating his employment as
      provided therein effective March 31, 2006; however, Thorpe will remain a
      non-officer employee from January 1, 2006, through March 31, 2006. 

    


    13.  Counterparts.
      This
      Agreement may be executed in any number of separate counterparts, all of which
      taken together shall be deemed to constitute one and the same
      instrument.

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
      as
      set forth below.

    


    


    
      
        
        

      

      
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	 	FPIC
                INSURANCE GROUP, INC.    
	 
 	 
 	 
 
	 	By:  	/s/ John
                R. Byers        
	 	
                

                John R. Byers
	 	President


      


      
        	 	 	 
	 	
              
	 
 	 
 	 
 
	 	By:  	/s/ Kim
                D. Thorpe
	 	
                
Kim
                D. Thorpe
	 	Date
                of Execution:  December 14,
                2005


      

    

     

     

    
       

      
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