EXHIBIT 10.1


 


BROWN & BROWN, INC.


 


PERFORMANCE-TRIGGERED STOCK GRANT
AGREEMENT


 


This Performance-Triggered
Stock Grant Agreement (the "Agreement"), effective as of July 1, 2013 (the “Effective Date”),
is made by and between Brown & Brown, Inc., a Florida corporation (together with its subsidiaries, the "Company"),
and _________________, hereinafter referred to as the "Grantee" or “you.”


 


WHEREAS, the Company
wishes to grant shares of the Company's common stock to the Grantee in the form of a stock grant under the Company's 2010 Stock
Incentive Plan (the "Plan"), and subject to certain conditions established by the Compensation Committee of the
Company's Board of Directors (the "Committee").


 


NOW, THEREFORE,
in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:


 


ARTICLE I


GRANT OF STOCK


 


Section 1.1 – Grant
of Stock


 


In consideration
of service to the Company and for good and valuable consideration, the Company grants to the Grantee ______ shares of the Company's
common stock (the "Shares") in accordance with, and subject to, the terms and conditions of the Plan, and subject
to the conditions described below. The Grantee's rights with respect to the Shares shall be governed by the terms of the Plan.


 


Section 1.2 – Adjustments
in Number of Shares


 


In the event that
the shares of the Company's common stock are changed into or exchanged for a different number or kind of shares of the Company
or other securities of the Company by reason of merger, consolidation, recapitalization, reclassification, stock split, stock dividend
or combination of shares, the number and kind of Shares shall be equitably adjusted to reflect such changes. Any such adjustment
made by the Company's Board of Directors or the Committee shall be final and binding upon the Grantee, the Company, their respective
heirs, administrators, personal representatives, successors, assigns, and all other interested persons.


 




    	 



    	 



    

ARTICLE II


VESTING OF SHARES


 


Section 2.1 – General


 


(a)General.
Except as may be otherwise provided in Section 2.2 of this Agreement, the vesting of the Grantee’s
rights and interest in the Shares, and the effect of termination of the Grantee's employment or service with the Company or attainment
of age 64 prior to the date on which the Shares become fully vested and nonforfeitable or are forfeited, shall be determined in
accordance with this Section 2.1.


 


(b)Employment
Condition. The Grantee's interest in the Shares will become fully vested and nonforfeitable on July 1, 2020, provided that
the Grantee has been continuously employed by the Company since the Effective Date. If the Grantee's employment terminates for
any reason before June 30, 2020, the Grantee's interest in the Shares will be forfeited unless (i) the Grantee’s employment
with the Company terminates as a result of Grantee’s death or disability, as defined in the Plan, or (ii) the Committee,
in its sole and absolute discretion, waives the employment condition for the vesting of the Shares.


 


In the event that
the Grantee’s employment with the Company terminates as a result of Grantee’s death or disability before the Grantee's
interest in the Shares becomes fully vested and nonforfeitable or is forfeited, the Shares will vest on the anniversary of the
Effective Date following Grantee’s death or disability in such proportion as the number of years since July 1, 2013 bears
to the number “7.”





(c)Issuance
of Stock Certificates. A certificate representing the vested Shares will be transferred to the Grantee as soon as practicable
after satisfaction of all conditions set forth in Sections 2.1(b) of this Agreement, subject to the provisions of Section 3.3 (“Withholding”).


 


(d)Dividend
Rights. If a cash dividend is declared on shares of the Company's common stock after the Effective Date, but before the Grantee's
interest in the Shares becomes fully vested and nonforfeitable or is forfeited, the Company will pay the cash dividend directly
to the Grantee with respect to the Shares. If a stock dividend is declared after the Effective Date, but before the Grantee's interest
in the Shares becomes fully vested and nonforfeitable or is forfeited, the stock dividend will be treated as part of the grant
of that portion of the related Shares, and the Grantee's interest in such stock dividend will become nonforfeitable or be forfeited
at the same time as the Shares with respect to which the stock dividend was paid becomes nonforfeitable or is forfeited. The disposition
of each other form of dividend that may be declared after the Effective Date, but before the Grantee's interest in the Shares becomes
fully vested and nonforfeitable or is forfeited will be made in accordance with such rules as the Committee may adopt with respect
to such dividend.


 


(e)Voting
Rights. The Grantee will be allowed to exercise voting rights with respect to the Shares even though the Grantee's interest
in such Shares has not yet become fully vested and nonforfeitable.


 




    	 



    	 



    

Section 2.2 – Termination
After Transfer of Control


 


If
the Grantee’s employment or service with the Company terminates by reason of Termination After Transfer of Control (as defined
below), the Shares shall be deemed to have vested one hundred percent (100%) as of the date of such Termination After Transfer
of Control. 


 


“Termination
After Transfer of Control” shall mean either of the following events occurring after a Transfer of Control:


 


(i)termination
by the Company of the Grantee’s employment or service with Company, within twelve (12) months following a Transfer of Control,
for any reason other than Termination for Cause (as defined below); or


 


(ii)upon
Grantee’s Constructive Termination (as defined below), the Grantee’s resignation from employment or service with the
Company within twelve (12) months following the Transfer of Control.


 


Notwithstanding
any provision herein to the contrary, Termination After Transfer of Control shall not include any termination of the Grantee’s
employment or service with the Company which: (i) is a Termination for Cause (as defined below); (ii) is a result of the Grantee’s
death or Disability; (iii) is a result of the Grantee’s voluntary termination of employment or service other than upon Constructive
Termination (as defined below); or (iv) occurs prior to the effectiveness of a Transfer of Control.


 


“Termination
for Cause” shall mean termination by the Company of the Grantee’s employment or service with the Company for any of
the following reasons: (i) theft, dishonesty, or falsification of any employment or Company records; (ii) improper use or disclosure
of the Company’s confidential or proprietary information; (iii) the Grantee’s failure or inability to perform any reasonable
assigned duties after written notice from the Company of, and a reasonable opportunity to cure, such continued failure or inability;
(iv) any material breach by the Grantee of any employment agreement between the Grantee and Company, which breach is not cured
pursuant to the terms of such agreement; or (v) the Grantee’s conviction of any criminal act which, in the Company’s
sole discretion, impairs Grantee’s ability to perform his or her duties with Company. Termination for Cause pursuant to the
foregoing shall be determined in the sole but reasonably exercised discretion of the Company.


 


“Constructive
Termination” shall mean any one or more of the following:


 


(i)without
the Grantee’s express written consent, the assignment to the Grantee of any duties, or any limitation of the Grantee’s
responsibilities, substantially inconsistent with the Grantee’s positions, duties, responsibilities and status with the Company
immediately prior to the date of a Transfer of Control;


 


(ii)without
the Grantee’s express written consent, the relocation of the principal place of the Grantee’s employment to a location
that is more than fifty (50) miles from the Grantee’s principal place of employment immediately prior to the date of a Transfer
of Control, or




    	 



    	 



    

the
imposition of travel requirements substantially more demanding of the Grantee than such travel requirements existing immediately
prior to the date of a Transfer of Control;


 


(iii)any
failure by the Company to pay, or any material reduction by the Company of, (A) the Grantee’s base salary in effect immediately
prior to the date of the Transfer of Control (unless reductions comparable in amount an duration are concurrently made for all
other employees of the Company with responsibilities, organizational level and title comparable to the Grantee’s), or (B)
the Grantee’s bonus compensation, if any, in effect immediately prior to the date of the Transfer of Control (subject to
applicable performance requirements with respect to the actual amount of bonus compensation earned by the Grantee); or


 


(iv)any
failure by the Company to (A) continue to provide the Grantee with the opportunity to participate, on terms no less favorable than
those in effect for the benefit of any employee group which customarily includes a person holding the employment position or a
comparable position with Company then held by the Grantee, in any benefit or compensation plans and programs, including, but not
limited to, the Company’s life, disability, health, dental, medial, savings, profit sharing, stock purchase and retirement
plans, if any, in which the Grantee was participating immediately prior to the date of the Transfer of Control, or their equivalent,
or (B) provide the Grantee with all other fringe benefits (or their equivalent) from time to time in effect for the benefit of
any employee group which customarily includes a person holding the employment position or a comparable position with the Company
then held by the Grantee.


 


 


ARTICLE III


MISCELLANEOUS


 


Section 3.1 – Administration


 


The Committee shall
have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the
Agreement as are consistent with the Plan and to interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Committee in good faith shall be final and binding upon the Grantee, the Company and all other interested
persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith
with respect to this Agreement or any similar agreement to which the Company is a party.


 


Section 3.2 – Grants
Not Transferable


 


Neither the Shares
nor any interest or right therein or part thereof shall be subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means, whether such disposition is voluntary or involuntary or by operation of law, by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) and any attempted disposition
thereof shall be null and void and of no effect; provided, however, that this Section 3.2 shall not prevent transfers by will or
by the applicable laws of descent and distribution.


 




    	 



    	 



    

Section 3.3 – Withholding


 


The Grantee shall
pay all applicable federal and state income and employment taxes which the Company is required to withhold at any time with respect
to the Shares. Such payment shall be made in full by the deduction from the number of vested Shares otherwise deliverable by Company
upon vesting and nonforfeitability of any portion of the Shares the smallest number of whole shares which, when multiplied by the
fair market value of a share of the Company's common stock on the vesting date, is sufficient to satisfy the amount of such tax
withholding requirement. Grantee's entry into this Agreement shall confirm Grantee’s instruction and authorization to the
Company to satisfy withholding obligations with respect to the Shares in this manner.


 


Section 3.4 – Notices


 


Any notice to be
given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary and any notice
to be given to the Grantee shall be addressed to the address on file for the Grantee with the Company’s Employee Compensation
(Payroll) Department. By a notice given pursuant to this Section 3.4, either party may hereafter designate a different address
for notices to be given to such party. Any notice required to be given to the Grantee shall, if the Grantee is then deceased, be
given to the Grantee's personal representative if such representative has previously informed the Company of such representative’s
status and address by written notice under this Section. Any notice shall have been deemed duly given when enclosed in a properly
sealed envelope addressed as aforesaid, deposited (with postage prepaid) in a United States postal receptacle.


 


Section 3.5 – Titles


 


Titles are provided
herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.


 


Section 3.6 – Disposition


 


Upon receipt of
any of the Shares as a result of the satisfaction of all conditions to the Grant, the Grantee shall, if requested by the Company
in order to assure compliance with applicable law, hold such Shares for investment and not with the view toward resale or distribution
to the public and, if so requested by the Company, shall deliver to the Company a written statement signed by the Grantee and satisfactory
to the Company to that effect. The Grantee shall give prompt notice to the Company of any disposition or other transfer of any
Shares acquired under this Agreement. Such notice shall specify the date of such disposition or other transfer and the amount realized,
in cash, other property, assumption of indebtedness or other consideration, by the Grantee in such disposition or other transfer.


 


Section 3.7 – Counterparts


 


This Agreement may
be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one
agreement.




    	 



    	 



    

 


Section 3.8 – Severability


 


If any provision,
or any part thereof, of this Agreement should be held by any court to be illegal, invalid or unenforceable, either in whole or
in part, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remaining
provisions, or any part thereof, all of which shall remain in full and effect.


 


Section 3.9 – Entire
Agreement; Amendments


 


This Agreement (including
any documents or instruments referred to herein) constitutes the entire agreement regarding the Shares among the parties and supersedes
all prior agreements, and understandings, both written and oral, among the parties with respect to the subject matter hereof. This
Agreement may not be amended except by a written instrument signed on behalf of all of the parties hereto.


 


Section 3.10 – Governing
Law


 


This Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to choice
of law principles.


 


IN WITNESS WHEREOF,
this Agreement has been executed and delivered by the parties as of the date first written above.


 


BROWN & BROWN, INC.


 


 


By: ____________________________________


Cory T. Walker


Sr. Vice President, Treasurer


& Chief Financial Officer


 


GRANTEE


 


 


____________________________________