exv10w9



 







Exhibit 10.9




AMERISAFE, INC.

2005 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN





	1.	 	      Purpose. The purpose of this 2005 Non-Employee Director Restricted Stock Plan is to attract
and retain qualified individuals who are not employed by the Company to serve as Directors.
	 
	2.	 	      Definitions. As used in this Plan,






	 	(a)	 	      “Annual Grant” means a grant of Restricted Stock to a Non-Employee Director in
accordance with Section 5 of this Plan.
	 
	 	(b)	 	      “Annual Meeting” means the Company’s annual meeting of shareholders.
	 
	 	(c)	 	      “Award” means any award of an Initial Grant or Annual Grant under this Plan.
	 
	 	(d)	 	      “Award Agreement” means a written agreement between the Company and a
Non-Employee Director setting forth the terms, conditions and restrictions of the Award
granted to the Non-Employee Director.
	 
	 	(e)	 	      “Board” means the Board of Directors of the Company.
	 
	 	(f)	 	      “Change in Control” shall have the meaning provided in Section 6 of this Plan.
	 
	 	(g)	 	      “Common Shares” means the shares of common stock, par value $0.01 per share, of
the Company or any security into which such Common Shares may be changed by reason of
any transaction or event of the type referred to in Section 3(b) of this Plan.
	 
	 	(h)	 	      “Company” means AMERISAFE, Inc., a Texas corporation.
	 
	 	(i)	 	      “Date of Grant” means (i) with respect to an Initial Grant, the close of
business on the date on which the Non-Employee Director is first elected or appointed
to the Board, and (ii) with respect to an Annual Grant, the date on which the Annual
Meeting in any calendar year is first convened.
	 
	 	(j)	 	      “Director” means a member of the Board.
	 
	 	(k)	 	      “Effective Date” means October 27, 2005.
	 
	 	(l)	 	      “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder, as such law, rules and regulations may be amended
from time to time.




 









 






	 	(m)	 	      “Incumbent Directors” means the individuals who, as of the Effective Date, are
Directors of the Company and any individual becoming a Director subsequent to the date
thereof whose election, nomination for election by the Company’s shareholders, or
appointment, was approved by a vote of at least two-thirds of the then Incumbent
Directors (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for Director, without objection to
such nomination); provided, however, that an individual shall not be an
Incumbent Director if such individual’s election or appointment to the Board occurs as
a result of an actual or threatened election contest (as described in Rule 14a-12(c) of
the Exchange Act) with respect to the election or removal of Directors or other actual
or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board.
	 
	 	(n)	 	      “Initial Grant” means a grant of shares of Restricted Stock to a Non-Employee
Director in accordance with Section 4 of this Plan.
	 
	 	(o)	 	      “Market Value per Share” means, as of any particular date, (i) the closing sale
price per Common Share on that date (or if there are no sales on that date, on the next
preceding trading date during which a sale occurred) as reported on the Nasdaq National
Market System, or if the Common Shares are not then-traded on the Nasdaq National
Market System, the principal exchange on which the Common Shares are then trading, or
(ii) if clause (i) does not apply, the fair value of the Common Shares as determined by
the Board.
	 
	 	(p)	 	      “Non-Employee Director” means each member of the Board from time to time who is
not an employee of the Company or any of its Affiliates.
	 
	 	(q)	 	      “Person” means any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act).
	 
	 	(r)	 	      “Plan” means this 2005 Non-Employee Director Plan.
	 
	 	(s)	 	      “Restricted Stock” means Common Shares as to which neither the substantial risk
of forfeiture nor the prohibition on transfers referred to in Section 4 or Section 5 of
this Plan has lapsed.
	 
	 	(t)	 	      “Subsidiary” means a corporation, company or other entity (i) more than 50
percent of whose outstanding shares or other securities (representing the right to vote
for the election of directors or other managing authority) are, or (ii) which does not
have outstanding shares or other securities (as may be the case in a partnership,
limited liability company, business trust or other legal entity), but more than 50
percent of whose ownership interest representing the right generally to make decisions
for such entity is, now or hereafter, owned or controlled, directly or indirectly, by
the Company.
	 
	 	(u)	 	      “Total Disability” means the permanent or total disability of a Non-Employee
Director, as determined by the Board in good faith.




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	 	(v)	 	      “Voting Securities” means, at any time, (i) the securities entitled to vote
generally in the election of Directors in the case of the Company, or (ii) the
securities entitled to vote generally in the election of members of the board of
directors or similar body in the case of another legal entity.






	3.	 	          Shares Available Under the Plan.






	 	(a)	 	      Subject to adjustment as provided in Section 3(b) of this Plan, the number of
Common Shares that may be issued or transferred as Restricted Stock and released from
substantial risk of forfeiture thereof shall not exceed in the aggregate 50,000 Common
Shares. Such shares may be authorized but unissued shares or treasury shares or a
combination of the foregoing.
	 
	 	(b)	 	      The number of shares available in Section 3(a) above shall be adjusted to
account for shares relating to Awards that are forfeited. The number and type of
shares available in Section 3(a) shall also automatically be adjusted to reflect (a)
any stock split, combination of shares, recapitalization or other change in the capital
structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out,
split-up, reorganization, partial or complete liquidation or other distribution of
assets, issuance of rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of the foregoing.






	4.	 	          Initial Grants






	 	(a)	 	      Without any further action of the Board, each person who is elected or
appointed for the first time to be a Non-Employee Director shall automatically receive
an Initial Grant determined by dividing $15,000 (prorated as determined below in this
Section 4(a)) by the Market Value per Share on the Date of Grant; provided,
however, that the number of shares of Restricted Stock shall be rounded
downward such that no fractional share shall be issued. If any such person is so
elected or appointed other than at an Annual Meeting, the Initial Grant shall be
prorated for the number of whole months that such Non-Employee Director will serve
until the first anniversary of the immediately preceding Annual Meeting.
	 
	 	(b)	 	      In lieu of the Initial Grant contemplated by Section 4(a), each person who is,
or will become, a Non-Employee Director upon the consummation of the Company’s initial
public offering (the “IPO”) of its Common Shares shall, without further action by the
Board, automatically receive an Initial Grant determined by dividing $15,000 (prorated
as determined below in this Section 4(b)) by the initial price to the public in the
IPO; provided, however, that the number of shares of Restricted Stock
shall be rounded down such that no fractional share shall be issued. The Initial Grant
to be made pursuant to this Section 4(b) shall be prorated for the number of whole
months that such Non-Employee Director will serve from the consummation of the IPO to
June 1, 2006.




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	 	(c)	 	      Each Initial Grant shall constitute an immediate transfer of the ownership of
shares of Restricted Stock to the Non-Employee Director, entitling such Non-Employee
Director to voting, dividend and other ownership rights, but subject to the substantial
risk of forfeiture and restrictions on transfer set forth in this Section 4.
	 
	 	(d)	 	      Each Initial Grant shall provide that the shares of Restricted Stock covered by
such Initial Grant shall be subject to a “substantial risk of forfeiture” until the
first Annual Meeting after the Date of Grant. Each Initial Grant shall provide that
the Non-Employee Director shall forfeit the shares of Restricted Stock covered by such
Initial Grant if such Non-Employee Director terminates his or her service with the
Company while such shares of Restricted Stock are subject to a substantial risk of
forfeiture. Notwithstanding the foregoing, each such Initial Grant shall provide for
the immediate lapse of such substantial risk of forfeiture in the event of (i) the
Non-Employee Director’s death or Total Disability, or (ii) upon a Change in Control.
	 
	 	(e)	 	      Each Initial Grant shall require that any and all dividends or other
distributions (other than cash dividends) declared or otherwise distributed thereon be
subject to the same restrictions as the underlying Initial Grant.
	 
	 	(f)	 	      Each Initial Grant shall provide that during the period for which such
substantial risk of forfeiture has not lapsed, the shares of Restricted Stock shall not
be sold or otherwise transferred, other than by will or the laws of descent and
distribution.
	 
	 	(g)	 	      Each Initial Grant shall be evidenced by an Award Agreement, which shall
contain such terms and provisions not inconsistent with this Plan as the Board may
approve. Unless otherwise directed by the Board, all certificates representing shares
of Restricted Stock shall be held in custody by the Company until all restrictions
thereon shall have lapsed, together with a stock power or powers executed by the
Non-Employee Director in whose name such certificates are registered, endorsed in
blank.






	5.	 	          Annual Grants






	 	(a)	 	      Commencing with the Annual Meeting in 2006, each Non-Employee Director who is
then elected or is continuing as a Non-Employee Director shall, without any further
action of the Board, automatically receive an Annual Grant determined by dividing
$15,000 by the Market Value per Share on the Date of Grant; provided,
however, that the number of shares of Restricted Stock shall be rounded
downward such that no fractional share shall be issued.
	 
	 	(b)	 	      Each Annual Grant shall constitute an immediate transfer of the ownership of
shares of Restricted Stock to the Non-Employee Director, entitling such Non-Employee
Director to voting, dividend and other ownership rights, but subject to




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	 	 	 	the substantial risk of forfeiture and restrictions on transfer set forth in this
Section 5.






	 	(c)	 	      Each Annual Grant shall provide that the shares of Restricted Stock covered by
such Annual Grant shall be subject to a “substantial risk of forfeiture” until the
first Annual Meeting after the Date of Grant. Each Annual Grant shall provide that the
Non-Employee Director shall forfeit the shares of Restricted Stock covered by such
Annual Grant if such Non-Employee Director terminates his or her service with the
Company while such shares of Restricted Stock are subject to a substantial risk of
forfeiture. Notwithstanding the foregoing, each such Annual Grant shall provide for
the immediate lapse of such substantial risk of forfeiture in the event of (i) the
Non-Employee Director’s death or Total Disability, or (ii) upon a Change in Control.
	 
	 	(d)	 	      Each Annual Grant shall provide that during the period for which such
substantial risk of forfeiture has not lapsed, the shares of Restricted Stock shall not
be sold or otherwise transferred, other than by will or the laws of descent and
distribution.
	 
	 	(e)	 	      Each Annual Grant shall require that any and all dividends or other
distributions (other than cash dividends) declared or otherwise distributed thereon be
subject to the same restrictions as the underlying Annual Grant.
	 
	 	(f)	 	      Each Annual Grant shall be evidenced by an Award Agreement, which shall contain
such terms and provisions not inconsistent with this Plan as the Board may approve.
Unless otherwise directed by the Board, all certificates representing Restricted Stock
shall be held in custody by the Company until all restrictions thereon shall have
lapsed, together with a stock power or powers executed by the Non-Employee Director in
whose name such certificates are registered, endorsed in blank.






	6.	 	          Change in Control. For purposes of this Plan, except as may be otherwise defined in an Award
Agreement, a “Change in Control” shall mean the occurrence of any of the following events:






	 	(a)	 	      the acquisition by any Person of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the then outstanding
Voting Securities of the Company; provided, however, that for purposes
of this Section 6(a), the following acquisitions shall not constitute a Change in
Control: (A) any acquisition by the Company or a Subsidiary of Voting Securities, (B)
any acquisition of Voting Securities by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary or (C) any acquisition of
Voting Securities by any Person pursuant to a Business Combination that complies with
clauses (A), (B) and (C) of Section 6(c) below;
	 
	 	(b)	 	      a majority of the Board ceases to be comprised of Incumbent Directors;




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	 	(c)	 	      consummation of a reorganization, merger or consolidation, a sale or other
disposition of all or substantially all of the assets of the Company or other
transaction (each, a “Business Combination”), unless, in each case, immediately
following the Business Combination, (A) all or substantially all of the individuals and
entities who were the beneficial owners of Voting Securities immediately prior to the
Business Combination beneficially own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding Voting Securities of the entity resulting
from the Business Combination (including, without limitation, an entity which as a
result of such transaction owns the Company or all or substantially all of the
Company’s assets either directly or through one or more subsidiaries), (B) no Person
(other than the Company, such entity resulting from the Business Combination, or any
employee benefit plan (or related trust) sponsored or maintained by the Company, any
Subsidiary or such entity resulting from the Business Combination) beneficially owns,
directly or indirectly, 35% or more of the combined voting power of the then
outstanding Voting Securities of the entity resulting from the Business Combination;
provided, however, that no Person will be treated for purposes of this
Section 6(c) as beneficially owning 35% or more of the Voting Securities of the entity
resulting from the Business Combination solely as a result of the Voting Securities
held in the Company prior to consummation of the Business Combination and (C) at least
a majority of the members of the board of directors of the entity resulting from the
Business Combination were Incumbent Directors at the time of the execution of the
initial agreement or of the action of the Board providing for the Business Combination;
or
	 
	 	(d)	 	      approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company, except pursuant to a Business Combination that complies
with clauses (A), (B) and (C) of Section 6(c) hereof.





     Notwithstanding anything to the contrary contained in this Section 6, a Person who holds 35%
or more of the Voting Securities of the Company on the Effective Date will not be deemed to have
acquired 35% or more of the Voting Securities of the Company for purposes of Section 6(a) of this
Plan (and as a result, such circumstance shall not constitute a Change in Control) unless after the
Effective Date such person acquires, in one or more transactions, additional Voting Securities of
the Company representing 1% or more of the then outstanding Voting Securities of the Company it
being understood that an increase in the percentage of Voting Securities held by a Person as a
result of (i) the exercise of any conversion or exchange right pursuant to any securities of the
Company that were outstanding on the Effective Date shall not be deemed to be an acquisition of
Voting Securities by such Person, or (ii) the Company’s repurchase of Voting Securities of the
Company is not an acquisition of Voting Securities by such Person.




	7.	 	      Fractional Shares. The Company shall not issue any fractional Common Shares pursuant to this
Plan.






	8.	 	      Administration of the Plan.




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	 	(a)	 	      This Plan shall be administered by the Board, which may from time to time
delegate all or any part of its authority under this Plan to a committee of the Board
(or a subcommittee thereof). To the extent of any such delegation, references in this
Plan to the Board shall be deemed to be references to such committee or subcommittee.
	 
	 	(b)	 	      The interpretation and construction by the Board of any provision of this Plan
or of any Award Agreement, and any determination by the Board pursuant to any provision
of this Plan or of any such Award Agreement, shall be final and conclusive. No member
of the Board shall be liable for any such action or determination made in good faith.






	9.	 	      Amendment and Termination of Plan. The Board may from time to time and at any time amend or
terminate the Plan in whole or in part; provided, however, that any amendment
(i) which must be approved by the shareholders of the Company in order to comply with
applicable law or the rules of the principal exchange on which the Common Shares are traded or
quoted, or (ii) which would increase the benefits accruing to Non-Employee Directors, increase
the aggregate number of Common Shares that may be issued under the Plan or materially modify
the eligibility requirements for participating in the Plan, shall not be effective unless and
until the shareholders of the Company have approved such amendment. Notwithstanding anything
to the contrary set forth in this Plan, following the IPO in the event the common stock of the
Company is no longer listed for trading with a national securities exchange or the Nasdaq
National Market System, then all future grants under this Plan shall be suspended until the
Board shall take further action with respect thereto.
	 
	10.	 	      Governing Law. All issues concerning construction, validity and interpretation of this Plan
and all Awards granted hereunder shall be governed by the law of the State of Texas, without
regard to such state’s conflict of laws rules.
	 
	11.	 	      General Provisions.






	 	(a)	 	      Nothing in the Plan shall be deemed to create any obligation on the part of the
Board to nominate any Director for reelection by the Company’s shareholders or to limit
the rights of the shareholders to remove any Director.
	 
	 	(b)	 	      All notices under this Plan shall be in writing, and if to the Company, shall
be delivered to the Secretary of the Company or mailed to its principal executive
office addressed to the attention of the Secretary; and if to a Non-Employee Director,
shall be delivered personally or mailed to the Non-Employee Director at the address
appearing on the records of the Company. Such addresses may be changed at any time by
written notice to the other party.






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