exv10w51






Exhibit 10.51




Fortegra Financial Corporation

2010 Omnibus Incentive Plan




NONQUALIFIED STOCK OPTION AWARD AGREEMENT




     THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”) is made effective as of
the       day of                     , 20101 (the “Grant Date”), by and between Fortegra Financial
Corporation, a Delaware corporation (with any successor, the “Company”), and Walter P. Mascherin
(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 Award
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 option 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. Grant of the Option. The Company hereby grants to the Participant the right and
option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, all or any
part of an aggregate of 88,268 Shares. The Option is intended to be a Non-Qualified Stock Option.



          2. Option Price. The purchase price of the Shares subject to the Option shall be
$     2 per Share (the “Option Price”).



          3. Option Term. The term of the Option shall be ten (10) years, commencing on the
Grant Date (the “Option Term”). The Option shall automatically terminate upon the expiration of
the Option Term, or at such earlier time specified herein or in the Plan.



          4. Vesting. Twenty-five percent (25%) of the Option shall be vested on the Grant
Date. Subject to the Participant’s continued Service on each vesting date, seventy-five percent
(75%) of the Option shall vest on a monthly basis (as of the last day of each month) for the next
36 months, such that 2.083333% of the Option vests on each applicable vesting date.


At any time, the portion of the Option which has become vested as described in this Section 4 is
hereinafter referred to as the “Vested Portion”. The Vested Portion of the Option shall remain
exercisable for the period set forth in Section 6.






 




			
	1	 	To be granted on the date the IPO becomes
effective.
	 
	2	 	To be granted at IPO price.





 









 





          5. Accelerated Vesting Upon a Change in Control. Notwithstanding Section 4 hereof, if
within the one (1) year period following a Change of Control, the Participant’s service is
terminated by the Company or any Affiliate without Cause or by the Participant with Good Reason,
the Option shall immediately vest as of the date of such termination of service.



          6. Forfeiture. If the Participant’s Service is terminated for any reason, the Option
shall, to the extent not then vested, be cancelled by the Company without consideration and the
Vested Portion of the Option shall remain exercisable for the period set forth in Section 7.



          7. Exercise of Option.



               (a) Period of Exercise. Subject to the provisions of the Plan and this Award
Agreement, the Participant may exercise all or any part of the Vested Portion of the Option at any
time prior to the earliest to occur of:




     (i) the tenth anniversary of the Grant Date;




     (ii) the date that is ninety (90) days following termination of the Participant’s
Service for any reason other than death, Disability or Cause;




     (iii) the date that is one (1) year following termination of the Participant’s Service
due to death or Disability;




     (iv) the date of termination of the Participant’s Service due to Cause.



               (b) Method of Exercise.




     (i) Subject to Section 4, the Vested Portion of the Option may be exercised by
delivering to the Company at its principal office written notice of intent to so exercise;
provided that, the Option may be exercised with respect to whole Shares only. Such
notice shall specify the number of Shares for which the Option is being exercised and shall
be accompanied by payment in full of the Option Price. In the event the Option is being
exercised by the Participant’s representative, the notice shall be accompanied by proof
(satisfactory to the Committee) of the representative’s right to exercise the Option. The
payment of the Option Price may be made at the election of the Participant (A) in cash or
its equivalent (e.g., by check), (B) to the extent permitted by the Committee, in Shares
having a Fair Market Value equal to the aggregate Option Price for the Shares being
purchased and satisfying such other requirements as may be imposed by the Committee, (C)
partly in cash and, to the extent permitted by the Committee, partly in such Shares, (D) by
reducing the number of Shares otherwise deliverable upon the exercise of the Option by the
number of Shares having a Fair Market Value equal to the Option Price, or (E) if there is a
public market for the Shares at such time, subject to such requirements as may be imposed
by the Committee, through the delivery of irrevocable instructions to a broker to sell
Shares obtained upon the exercise of the Option and to deliver promptly to the Company an
amount out of the proceeds of such sale equal to the aggregate Option Price for the Shares
being purchased. The Committee may prescribe any other method of payment that it
determines to be consistent with applicable law. Neither the Participant nor the
Participant’s representative shall have any rights to dividends or other rights of a
stockholder with respect to Shares subject to an Option until the Participant has given
written notice of exercise of the Option, paid in full for such



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Shares and, if applicable, has satisfied any other conditions imposed by the Committee
pursuant to the Plan.




     (ii) Notwithstanding any other provision of the Plan or this Award Agreement to the
contrary, the Option may not be exercised prior to the completion of any registration or
qualification of the Option or the Shares under applicable securities or other laws, or
under any ruling or regulation of any governmental body or national securities exchange
that the Committee shall in its sole discretion determine to be necessary or advisable.




     (iii) Upon the Company’s determination that the Option has been validly exercised as
to any of the Shares, the Company shall issue certificates in the Participant’s name for
such Shares. However, the Company shall not be liable to the Participant for damages
relating to any delays in issuing the certificates to him, any loss of the certificates, or
any mistakes or errors in the issuance of the certificates or in the certificates
themselves.




     (iv) In the event of the Participant’s death, the Vested Portion of the Option shall
remain exercisable during the period set forth in Section 7 by the Participant’s executor
or administrator, or the person or persons to whom the Participant’s rights under this
Award Agreement shall pass by will or by the laws of descent and distribution as the case
may be. Any heir or legatee of the Participant shall take rights herein granted subject to
the terms and conditions hereof.



          8. Adjustment of Shares. In the event of any corporate event or transaction (as
described in Section 12.1 of the Plan), the terms of this Award Agreement (including,
without limitation, the number and kind of Shares subject to this Agreement and the Option Price)
may be adjusted as set forth in Section 12.1 of the Plan.



          9. 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.



               “Disability” shall have the meaning set forth in the Participant’s employment agreement with
the Company, if any, or if the Participant is not a party to an employment



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agreement with a definition of “Disability”, then “Disability” shall have the meaning
shall mean the failure or inability of the Participant to perform duties with the Company or any
Affiliate for a period of at least 180 consecutive days (or 180 days during any twelve (12) month
period) by reason of any physical or mental condition, as determined reasonably and in good faith
by the Committee; provided, that, if the Company’s long term disability plan
contains a definition of “disability,” the definition in such plan will control for purposes of
this Agreement.




          “Good Reason” shall have the meaning set forth in the Participant’s employment agreement with
the Company, if any, or if the Participant is not a party to an employment agreement with a
definition of “Good Reason”, then “Good Reason” shall mean, without the Participant’s prior written
consent, (A) any material reduction in the Participant’s base salary; (B) any material diminution
in the Participant’s position, duties or responsibilities; or (C) a relocation of the Participant’s
principal office to a location more than 50 miles from its current location; provided that, no
finding of Good Reason shall be effective unless and until the Participant has provided the
Company, within sixty (60) calendar days of the occurrence of the facts and circumstances
underlying the finding of Good Reason, written notice stating with specificity the facts and
circumstances underlying the finding of Good Reason, and, if the basis for such finding of Good
Reason is capable of being cured by the Company, providing the Company with an opportunity to cure
the same within thirty (30) calendar days after receipt of such notice.



          10. No Right to Continued Service. The granting of the Option evidenced hereby and
this Award 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.



          11. Securities Laws/Legend on Certificates. The issuance and delivery of Shares shall
comply (or be exempt from) 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. The Company shall not be obligated to
file any registration statement under any applicable securities laws to permit the purchase or
issuance of any Shares under the Plan or Awards, and accordingly any certificates for Shares or
documents granting Awards may have an appropriate legend or statement of applicable restrictions
endorsed thereon. If the Company deems it necessary to ensure that the issuance of Shares under
the Plan is not required to be registered under any applicable securities laws, each Participant to
whom such Shares would be issued shall deliver to the Company an agreement or certificate
containing such representations, warranties and covenants as the Company may reasonably request
which satisfies such requirements.



          12. Transferability. Unless otherwise provided by the Committee, the Option 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. No such permitted transfer of the Option 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



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transferees of the terms and conditions hereof. During the Participant’s lifetime, the Option
is exercisable only by the Participant.




          13. 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 Option, its exercise or transfer 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.



          14. Notices. Any notification required by the terms of this Award 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.



          15. Entire Agreement. This Award 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.



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



          17. Successors and Assigns. The provisions of this Award 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 Award
Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.



          18. 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.



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          19. Option Subject to Plan. By entering into this Award Agreement the Participant
agrees and acknowledges that the Participant has received and read a copy of the Plan. The Option
is 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. 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.



          20. No Guarantees Regarding Tax Treatment. The Participant (or their beneficiaries)
shall be responsible for all taxes with respect to the Option. The Committee and the Company make
no guarantees regarding the tax treatment of the Option. Neither the Committee nor the Company has
any obligation to take any action to prevent the assessment of any tax under Section 409A of the
Code or otherwise and none of the Company, any Affiliate, or any of their employees or
representatives shall have any liability to the Participant with respect thereto.



          21. Amendment. The Committee may amend or alter this Award Agreement and the Option
granted hereunder at any time, subject to the terms of the Plan.



          22. Severability. The provisions of this Award 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.



          23. Signature in Counterparts. This Award 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.



*                    *                    *




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          IN WITNESS WHEREOF, the parties hereto have executed this Award Agreement.



	 	 	 

	 

	 	FORTEGRA FINANCIAL CORPORATION
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	Name:
	 

	 	Title:






Agreed and acknowledged as

of the date first above written:



 




PARTICIPANT




SIGNATURE PAGE to

AWARD agreement