exv10w15






Exhibit 10.15




FIRST AMENDMENT

TO

PROASSURANCE CORPORATION

2008 EQUITY INCENTIVE PLAN




     The purpose of this amendment is to adopt certain amendments to the ProAssurance Corporation
2008 Equity Incentive Plan (the “Plan”) so that the Plan will comply with Section 409A of the
Internal Revenue Code of 1986, as amended. Compliance with Section 409A is required because there
may be certain circumstances in which deferred benefits payable under the Plan are not eligible for
the short term deferral exception to 409A as the Plan originally intended. ProAssurance
Corporation (the “Company”) desires to amend the Plan to comply with Section 409A in accordance
with the guidance provided in Notice 2010-6 issued by the Internal Revenue Service. The Board of
Directors of the Company, on the recommendation of its Compensation Committee, has adopted the
following amendments to the Plan:



     1. The definitions set forth in Section 1 of the Plan are hereby amended to conform the
definitions of certain terms to the requirements of Section 409A by deleting the definitions of
“Change of Control” and “Disability” in their entirety from the Plan and substituting in lieu
thereof the following:




     “Change in Control” shall mean the occurrence of any one of the following
events during the term of this Agreement: (i) an acquisition of the voting
securities of the Company by any person, entity or group, immediately after which
such person, entity or group has Beneficial Ownership of more than 50.1% of the
combined voting power of the Company’s then outstanding voting securities; (ii) a
merger, consolidation or reorganization involving the Company in which an entity
other than the Company is the surviving entity or in which the Company is the
surviving entity and the stockholders of the Company immediately preceding such
transaction will own less than 50.1% of the outstanding voting securities of the
surviving entity; (iii) the sale or other disposition of substantially all of the
assets of the Company (as defined in the regulations under Section 409A of the Code)
and the Company ceases to function on a going forward basis as an insurance holding
company system that provides medical professional liability insurance; or (iv) any
other event or transaction that is declared by resolution of the Board to constitute
a Change in Control for purposes of the Plan. Notwithstanding the foregoing, for
any Award that provides for deferred compensation within the meaning of Code Section
409A, Change in Control shall be restricted to those events that satisfy the
requirements of Code Section 409A and the regulations promulgated thereunder.




     “Disability” shall mean a serious injury or illness that requires the
Participant to be under the regular care of a licensed medical physician and renders
the Participant incapable of performing the essential functions of the Participant’s
position for 12 months as determined by the Board in good faith and upon receipt of
and in reliance on competent medical advice from one or more individuals selected by
the Board, who are qualified to give professional medical advice. For any Award
that provides for deferred compensation within the



 









 







meaning of Code Section 409A but is not performance based compensation within the
meaning of Code Section 409A, the phrase “performing the essential functions of the
Participant’s position” shall be replaced with the phrase “engaging in any
substantial gainful activity.”



     2. Section 6 of the Plan is hereby amended to eliminate discretion to accelerate payment of
Performance Shares in certain instances not permitted under Section 409A by deleting Section 6(a)
in its entirety from the Plan and substituting in lieu thereof the following:




     6.(a) Performance Share Awards. The Committee shall have the authority
to grant Awards of Performance Shares to Employees on such terms and conditions as
may be determined by the Committee. Performance Shares shall be deemed to be
received by an Employee as of the Date of Grant in the year the related Performance
Share Award is granted. At the time of grant of each Performance Share Award, the
Committee shall decide the Award Period and whether there will be an Interim Period.
Any Employee may be granted more than one Performance Share Award under the Plan.




     No Participant shall be entitled to receive any dividends or dividend
equivalents on Performance Shares; with respect to any Performance Shares, no
Participant shall have any voting or any other rights of a Company stockholder; and
no Participant shall have any interest in or right to receive any Shares prior to
the time the Committee determines the form of payment of Performance Shares pursuant
to this Section 6.




     The Committee may establish performance goals for Performance Shares which may
be based on any criteria selected by the Committee. Such performance goals may be
described in terms of Company-wide objectives or in terms of objectives that relate
to the performance of the Participant, a Subsidiary or a division, region,
department or function within the Company or a Subsidiary and may relate to relative
performance as compared to an outside reference or peer group.



     3. Section 13 of the Plan is hereby amended to restrict the discretion to make adjustments in
a corporate transaction that would violate Section 409A by adding the following as Section 13(d)
of the Plan:




     13.(d) Restrictions on Adjustments. In no event shall the adjustments
described above, whether mandatory or discretionary, be made so as to change the
time or form of payment under an Award that provides for deferred compensation
within the meaning of Code Section 409A and the regulations promulgated thereunder.



     4. Section 14 of the Plan is hereby further amended to restrict discretion to change the time
or form of payment of any deferred compensation that is subject to Section 409A by deleting Section
14(c) in its entirety from the Plan and substituting in lieu thereof the following:



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     14.(c) Compliance with Code Section 409A. It is intended that this
Plan, as written and in operation, will be exempt from Code Section 409A. For
purposes of determining whether Awards may be payable to a Participant in compliance
with Code Section 409A, the Participant’s Termination will be considered as having
occurred for purposes of the Plan if the parties reasonably anticipate either (i)
that Participant will no longer perform any services for the Company or a Subsidiary
or (ii) that the level of bona fide services performed for the Company or a
Subsidiary (whether as an Employee, Consultant or Director ) will permanently
decrease to no more than 20% of the average level of bona fide services performed by
Participant over the immediately preceding 36-month period (or the full period of
services if Participant has been providing services to the Company and its
Subsidiaries for less than 36 months). Notwithstanding the foregoing, if payment of
any Award is deemed to be “nonqualified deferred compensation” under Section 409A,
and if the Participant is a “specified employee” within the meaning of Code Section
409A(a)(2)(b)(i), the payment schedule for Awards shall be modified or adjusted to
provide that no payments shall be made until the expiration of six (6) months
following the date of Termination or Change in Control. In the event that payments
are so delayed, a lump sum payment of the accumulated unpaid amounts attributable to
the six (6) month period shall be made to Participant on the first day of the
seventh month following the date of Termination or Change in Control. This six
month delay shall not apply to any Awards which are not subject to the requirements
of Section 409A of the Code by reason of their being separation pay upon an
involuntary separation from service and their meeting the requirements and
limitations of the regulations under the above referenced Code section. In no event
shall the aggregate amount of Awards be reduced as a result of such modification or
adjustment.




     Notwithstanding the foregoing, the Committee shall not be granted and shall not
exercise any discretion otherwise provided under the Plan to change the time or form
of payments to Participants with respect to Awards that provide for deferred
compensation within the meaning of Code Section 409A and the regulations promulgated
thereunder. The terms of the Plan and any related Agreements with respect to Awards
that provide for deferred compensation within the meaning of Code Section 409A and
the regulations promulgated thereunder shall be interpreted by the Committee as
necessary to comply with Code Section 409A.



     5. This Amendment is effective as of March 3, 2010. Except as amended hereby, terms and
provisions of the Plan shall continue in effect and are hereby ratified and approved in all
respects. The Plan may be restated in its entirety for convenience in order to reflect in a single
document the terms and conditions of the Plan as amended hereby .



     This Amendment was adopted and approved by the Board of Directors of the Company in accordance
with Section 14(k) of the Plan at the meeting of the Board of Directors held on March 3, 2010.
Shareholder approval of the Amendment is not required because the Amendment does not amend the
material terms of the Plan for purposes of



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Section 162(m) of the Code and does not constitute a material revision to the Plan for
purposes of Section 303A.08 of the New York Stock Exchange Listed Company Manual.





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