EX-10.1






BANCINSURANCE CORPORATION

2002 STOCK INCENTIVE PLAN




RESTRICTED STOCK AWARD AGREEMENT




Bancinsurance Corporation (“we” or “us”) hereby grants to you restricted shares (“Restricted
Stock”) of our Stock (“Shares”), subject to the terms and conditions described in the Bancinsurance
Corporation 2002 Stock Incentive Plan, as amended (the “Plan”), and this Restricted Stock Award
Agreement (this “Award Agreement”).



To ensure you fully understand the terms and conditions of your Restricted Stock, you should
read the Plan and this Award Agreement carefully. Capitalized terms that are not defined in this
Award Agreement have the same meanings as in the Plan.



You should return a signed copy of this Award Agreement to:




Matthew C. Nolan




Chief Financial Officer




Bancinsurance Corporation




250 East Broad Street, Tenth Floor




Columbus, Ohio 43215



1. Summary of Your Restricted Stock



Grant Date: May 30, 2007.




Number of Shares of Restricted Stock:      Shares.



2. Transfer Restrictions and Restriction Periods



(a) Transfer Restrictions: Until the applicable Restriction Period (as described below)
lapses, your Restricted Stock will be subject to a risk of forfeiture and we will hold it in
escrow. Except as expressly permitted in the Plan, you may not sell, transfer, pledge, assign,
alienate or hypothecate your Shares of Restricted Stock. After the applicable Restriction Period
lapses, your Restricted Stock will vest and be distributed to you.



(b) Restriction Periods: Subject to the provisions of the Plan and this Award Agreement
(including Sections 3 and 4), the restrictions on your Restricted Stock will lapse and the
Restricted Stock will become fully vested with respect to:




(i) One-third of the Shares on the first anniversary of the Grant Date;




	 	(ii)	 	An additional one-third of the Shares on the second anniversary
of the Grant Date; and






	 	(iii)	 	The remaining one-third of the Shares on the third anniversary
of the Grant Date.





3. Effect of Termination of Service on Restricted Stock



(a) Death or Disability: If a Termination of Service occurs due to your death or Disability,
the Restriction Periods will lapse and the Restricted Stock will become fully vested on your
termination date.



(b) Termination for Any Reason Other than Death or Disability: If a Termination of Service
occurs for any reason other than due to your death or Disability, any unvested Restricted Stock
will be forfeited on your termination date.



4. Restrictive Covenants



Any unvested, outstanding Shares of Restricted Stock will be forfeited if you:




	 	•	 	Without the Committee’s written consent, which may be withheld for any reason or
for no reason, serve (or agree to serve) as an officer, director or employee of any
proprietorship, partnership, or corporation or become the owner of a business or a
member of a partnership that competes with any portion of our or a Subsidiary’s
business or renders any service (including business consulting) to entities that
compete with any portion of our or a Subsidiary’s business;






	 	•	 	Refuse or fail to consult with, supply information to, or otherwise cooperate
with us or any Subsidiary after having been requested to do so; or






	 	•	 	Deliberately engage in any action that the Committee concludes has caused
substantial harm to the interests of us or any Subsidiary.





5. Settling Your Restricted Stock



If all applicable terms and conditions have been satisfied, your Restricted Stock will be
released from escrow and distributed to you as soon as administratively feasible after the last day
of the applicable Restriction Period.



6. Other Rules Affecting Your Restricted Stock



(a) Rights During the Restriction Periods: During the applicable Restriction Period (and even
though the Shares of Restricted Stock are held in escrow until they are settled), you (i) may
exercise full voting rights associated with the Shares of Restricted Stock and (ii) will be
entitled to receive all dividends and other distributions paid with respect to the Shares of
Restricted Stock, although any dividends or other distributions paid in Shares will be subject to
the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with
respect to which they were issued under this Award Agreement.



(b) Beneficiary Designation: Pursuant to Section 11.02 of the Plan, you may name a
beneficiary or beneficiaries to receive your Restricted Stock that is vested but not settled at the
time of your death by completing a Beneficiary Designation Form, attached to this Award Agreement
as Exhibit A.



(c) Tax Withholding: We will withhold from other amounts owed to you, require you to remit to
us, or withhold from the value of the Restricted Stock to be settled an amount sufficient to
satisfy federal, state and local withholding tax requirements with respect to your Restricted Stock
pursuant to Section 11.04 of the Plan.



(d) Governing Law: This Award Agreement will be construed in accordance with and governed by
the laws (other than laws governing conflicts of laws) of the State of Ohio.



(e) Other Terms and Conditions: Your Restricted Stock is subject to the terms and conditions
described in this Award Agreement and the Plan, which is incorporated by reference into and made a
part of this Award Agreement. You should read the Plan carefully to ensure you fully understand
all the terms and conditions of your Restricted Stock. In the event of a conflict between the
terms of the Plan and the terms of this Award Agreement, the terms of the Plan will govern. The
Committee has the sole responsibility of interpreting the Plan and this Award Agreement, and its
determination of the meaning of any provision in the Plan or this Award Agreement shall be binding
on you.



(f) Signature in Counterparts: This Award Agreement may be signed in counterparts, each of
which will be deemed an original, but all of which will constitute one and the same instrument.



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Your Acknowledgment




By signing below as the “Participant,” you acknowledge and agree that:




	 	•	 	A copy of the Plan has been made available to you; and






	 	•	 	You understand and accept the terms and conditions placed on your Restricted Stock.





PARTICIPANT



Signature:



Date:



Print Name:



BANCINSURANCE CORPORATION



By:



[Insert name and title]



Date:




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