exv10w49






Exhibit 10.49




Fortegra Financial Corporation

2010 Omnibus Incentive Plan




RESTRICTED STOCK AWARD AGREEMENT




     THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of                     ,
20101 (the “Grant Date”) by and between Fortegra Financial Corporation, a Delaware
corporation (with any successor, the “Company”), and                      (the “Participant”).



R E C I T A L S:




          WHEREAS, the Company has adopted the Fortegra Financial Corporation 2010 Omnibus Incentive
Plan (the “Plan”), which Plan is incorporated herein by reference and made a part of this
Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the
Plan; and



          WHEREAS, the Committee has determined that it would be in the best interests of the Company
and its stockholders to grant the restricted stock provided for herein to the Participant pursuant
to the Plan and the terms set forth herein.



          NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties
agree as follows:



          1. Restricted Stock Award. Subject to the terms and conditions of the Plan and this
Agreement, the Company hereby grants to the Participant _____ Shares2 (the “Restricted
Shares”), which shall vest and become nonforfeitable in accordance with Section 3.



          2. Certificates. Certificates representing the Restricted Shares shall be issued by
the Company and shall be registered in the name of the Participant on the stock transfer books of
the Company promptly following execution of this Agreement by the Participant, but shall remain in
the physical custody of the Company or its designee at all times prior to the vesting of such
Restricted Shares pursuant to Section 3. As a condition to the receipt of this Agreement, the
Participant shall deliver to the Company a stock power, duly endorsed in blank, relating to the
Restricted Shares.



          3. Vesting.



          (a) Vesting Schedule. Subject to the Participant’s continued Service 100% of the
Restricted Shares shall vest, if at all, when the Company’s annual earnings before interest, taxes,
depreciation and amortization (EBITDA), as determined by the Board based on the





 




			
	1	 	To be dated as of the pricing date.
	 
	2	 	Number of shares to be determined by dividing
the dollar value of Shares to be granted to the Participant by the per share
price paid by purchasers at IPO.





 









 




applicable audited financial statements of the Company, is equal to or greater than thirty-six
million, five hundred thousand dollars ($36,500,000) with respect to
the BPO and Payment
Protection lines of business. The date upon which the Board makes such determination is referred
to herein as the “Determination Date” and the calendar year during which such EBITDA target is
first met, as so determined by the Board, is referred to herein as the “Vesting Year.”




          (b) Acceleration upon Change of Control. Upon the occurrence of a Change of Control,
all then-unvested Restricted Shares shall immediately vest in full, so long as the Participant’s
Service has not been terminated before the date of the consummation of the Change of Control.



          (c) Forfeiture.




     (i) Subject to Section 3(c)(ii), if the Participant’s Service is terminated for any
reason prior to the Determination Date, the Restricted Shares shall be forfeited
immediately by the Participant without consideration.




     (ii) If the Participant’s Service is terminated by the Company without Cause following
December 31 of the Vesting Year, but prior to the Determination Date, the Restricted Shares
shall not be forfeited and shall vest in accordance with Section 3(a).




     (iii) If the Participant’s Service is terminated for Cause at any time, the Restricted
Shares shall be forfeited immediately by the Participant without consideration.



          4. No Right to Continued Service. The granting of the Restricted Shares evidenced
hereby and this Agreement shall impose no obligation on the Company or any Affiliate to continue
the Service of the Participant and shall not lessen or affect any right that the Company or any
Affiliate may have to terminate the Service of such Participant.



          5. Securities Laws/Legend on Certificates. The issuance and delivery of Shares shall
comply with all applicable requirements of law, including (without limitation) the Securities Act
of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange or other securities market on which the
Company’s securities may then be traded. If the Company deems it necessary to ensure that the
issuance of securities under the Plan is not required to be registered under any applicable
securities laws, each Participant to whom such security would be issued shall deliver to the
Company an agreement or certificate containing such representations, warranties and covenants as
the Company which satisfies such requirements. The certificates representing the Shares shall be
subject to such stop transfer orders and other restrictions as the Committee may deem reasonably
advisable, and the Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.



          6. Transferability. Prior to vesting in accordance with Section 3, the Restricted
Shares may not be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by the Participant other than by will or by the laws of descent and distribution, and
any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall
be void and unenforceable against the Company or any Affiliate; provided that the designation of a
beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance. Restricted Shares transferred by will or by the laws of descent and



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distribution shall continue to be subject to the terms and conditions of this Agreement, and
no such permitted transfer of the Restricted Shares to heirs or legatees of the Participant shall
be effective to bind the Company unless the Committee shall have been furnished with written notice
thereof and a copy of such evidence as the Committee may deem necessary to establish the validity
of the transfer and the acceptance by the transferee or transferees of the terms and conditions
hereof.




          7. Definitions.



          (a) “Cause” shall have the meaning set forth in the Participant’s employment agreement with
the Company or its Affiliates, if any, or if the Participant is not a party to an employment
agreement with a definition of “Cause”, then “Cause” means that the Board has determined that any
one or more of the following has occurred: (i) the Participant shall have been indicted for, or
shall have pleaded guilty or nolo contendere to, any felony; (ii) the Participant shall have failed
or refused to carry out the reasonable and lawful instructions of Chief Executive Officer of the
Company, the executive to whom the Participant reports, or the Board (other than as a result of
illness or disability) concerning duties or actions consistent with the Participant’s position and
such failure or refusal shall have continued for a period of ten (10) days following written notice
from the Board; (iii) the Participant shall fail to adhere to any material written Company policy;
(iv) the Participant shall have engaged in any gross or willful misconduct resulting in a
substantial loss to the Company or any of its Affiliates or substantial damage to any of their
reputations; or (v) the Participant shall have committed any fraud, embezzlement, misappropriation
of funds, breach of fiduciary duty or other act of dishonesty against the Company.



          8. Adjustment of Restricted Shares. Adjustments to the Restricted Shares shall be
made in accordance with the terms of the Plan.



          9. Withholding. The Participant may be required to pay to the Company or any
Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable
withholding taxes in respect of the Restricted Shares, their grant, vesting or otherwise and to
take such other action as may be necessary in the opinion of the Committee to satisfy all
obligations for the payment of such withholding taxes.



          10. Notices. Any notification required by the terms of this Agreement shall be given
in writing and shall be deemed effective upon personal delivery or within three (3) days of deposit
with the United States Postal Service, by registered or certified mail, with postage and fees
prepaid. A notice shall be addressed to the Company, Attention: General Counsel, at its principal
executive office and to the Participant at the address that he or she most recently provided to the
Company.



          11. Entire Agreement. This Agreement and the Plan constitute the entire contract
between the parties hereto with regard to the subject matter hereof. They supersede any other
agreements, representations or understandings (whether oral or written and whether express or
implied) which relate to the subject matter hereof.



          12. Waiver. No waiver of any breach or condition of this Agreement shall be deemed to
be a waiver of any other or subsequent breach or condition whether of like or different nature.



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          13. Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and upon the
Participant, the Participant’s assigns and the legal representatives, heirs and legatees of the
Participant’s estate, whether or not any such person shall have become a party to this Agreement
and agreed in writing to be joined herein and be bound by the terms hereof.



          14. Choice of Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be
governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan to the substantive
law of another jurisdiction.



          SUBJECT TO THE TERMS OF THIS AGREEMENT, THE PARTIES AGREE THAT ANY AND ALL ACTIONS ARISING
UNDER OR IN RESPECT OF THIS AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR STATE COURTS IN NEW
YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL
JURISDICTION OF SUCH COURTS FOR ITSELF, HIMSELF OR HERSELF AND IN RESPECT OF ITS, HIS OR HER
PROPERTY WITH RESPECT TO SUCH ACTION. EACH PARTY AGREES THAT VENUE WOULD BE PROPER IN ANY OF SUCH
COURTS, AND HEREBY WAIVES ANY OBJECTION THAT ANY SUCH COURT IS AN IMPROPER OR INCONVENIENT FORUM
FOR THE RESOLUTION OF ANY SUCH ACTION.



          EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.



          15. Restricted Shares Subject to Plan. By entering into this Agreement the
Participant agrees and acknowledges that the Participant has received and read a copy of the Plan.
The Restricted Shares are subject to the Plan. The terms and provisions of the Plan as it may be
amended from time to time are hereby incorporated herein by reference (subject to the limitation
set forth in Section 16). In the event of a conflict between any term or provision contained
herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will
govern and prevail. The Participant has had the opportunity to retain counsel, and has read
carefully, and understands, the provisions of the Plan and the Agreement.



          16. Amendment. The Committee may amend or alter this Agreement and the Restricted
Shares granted hereunder at any time; provided that, subject to Articles 11, 12 and 13 of the Plan,
no such amendment or alteration shall be made without the consent of the Participant if such action
would materially diminish any of the rights of the Participant under this Agreement or with respect
to the Restricted Shares.



          17. Section 83(b) Election. In the event the Participant determines to make an
election with the Internal Revenue Service (the “IRS”) under Section 83(b) of the Code and the
regulations promulgated thereunder (the “83(b) Election”), the Participant shall provide a copy of
such form to the Company promptly following its filing, which is required under current law to be
filed with the IRS no later than thirty (30) days after the Grant Date of the Restricted Shares.
The Participant is advised to consult with his or her own tax advisors regarding the purchase and
holding of the Restricted Shares, and the Company shall bear no liability for any consequence of
the Participant making and 83(b) Election or failing to make an 83(b) Election.



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          18. Severability. The provisions of this Agreement are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.



          19. Signature in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.



[SIGNATURE PAGE FOLLOWS]




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          IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Award Agreement as
of the date first written above.



	 	 	 	 	 
	 	FORTEGRA FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title 	 
	 


Agreed and acknowledged as



of the date first above written:



 




	 	 	 

	 

	 	 
	 	 	 
	PARTICIPANT
	 	 







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