exhibit10_1.htm


    Exhibit 10.1

    FPIC INSURANCE GROUP,
INC.

    


    AMENDED AND RESTATED 2008 SENIOR EXECUTIVE ANNUAL INCENTIVE
PLAN

    (effective January 1, 2008)

    


    1.           Purpose.  The
compensation policies of FPIC Insurance Group, Inc. (the “Company”) are intended
to support the Company's overall objective of enhancing shareholder
value.  In furtherance of this philosophy, the FPIC Insurance Group,
Inc. Amended and Restated Senior Executive Annual Incentive Plan (the “Plan”) is
intended to motivate and reward executive officers of the Company by providing
for annual incentive bonuses if annual pre-established performance goals are
achieved.  The Plan is also intended to qualify as a performance-based
compensation plan under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”).

    


    2.           Effective
Date.  The Plan
is effective January 1,
2008, upon approval of the
Plan by the Company’s shareholders, which was obtained on June 6,
2008.  The effective date of this
Amendment and Restatement is March 3, 2009, the date on which it was approved by
the Compensation Committee of the Company’s Board of
Directors.

    


    3.           Plan
Administration.  The Plan shall be
administered by the Compensation Committee (“Committee”) of the Company’s Board
of Directors (“Board”), which shall consist of members appointed from time to
time by the Board.  Each member of the Committee shall be an “outside
director” within the meaning of Section 162(m) of the Code.  The
Committee shall have full power and authority, subject to the provisions of the
Plan and applicable law, to (a) establish, amend, suspend or waive such rules
and regulations and appoint such agents as it deems necessary or advisable for
the proper administration of the Plan, (b) construe, interpret and administer
the Plan and any instrument or agreement relating to the Plan, and (c) make all
other determinations and take all other actions necessary or advisable for the
administration of the Plan.  Unless otherwise expressly provided in
the Plan, each determination made and each action taken by the Committee
pursuant to the Plan or any instrument or agreement relating to the Plan (x)
shall be within the sole discretion of the Committee, and (y) may be made at any
time.  All decisions of the Committee concerning the Plan shall
be binding on the Company and its subsidiaries and their respective boards of
directors, and on all Participants, their legal representatives and
beneficiaries and other persons claiming rights under the
Plan.

    


    4.           Eligibility.  The Company's Chief Executive Officer and
each other employee of the Company and its subsidiaries that the Committee
determines, in its discretion, is or may be a "covered employee" of the Company
within the meaning of Section 162(m) of the Code and the regulations adopted
thereunder shall be eligible to participate in the Plan for a given period of
twelve months or less (a “Plan Year”).  Participation in the Plan by a
Participant during a given Plan Year does not entitle continued participation by
such Participant in any subsequent Plan Year.

    


    5.           Awards.

     

        (a)           Initial
Designations.  Prior to or within ninety
(90) days after the commencement of each Plan Year, the Committee shall
designate the following:

    


    (i)             The persons who will participate (the
“Participants”) in the Plan for the Plan Year.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (ii)             The Performance Criteria, as defined
herein, which will apply to Awards for the Plan Year.

    


    (iii)             The Performance Goals, as defined
herein, to be met in order for Participants to earn Awards for the Plan
Year.

    


    (iv)             The payout matrix or formula for such
Performance Criteria and Performance Goals.

     

        (b)           Forms of
Awards.  Awards
under this Plan (“Awards”) will be bonus payments in an amount determined in
accordance with the applicable payout matrix or formula.  Subject to
Section 8(f) hereof, Awards shall be paid to the Participants in
cash.

     

        (c)           Performance
Criteria. The
Committee shall use any one or more of the following performance criteria
(“Performance Criteria”) to establish Performance Goals:

    


    (i)            Awards
intended to qualify as “qualified performance-based compensation” under Section
162(m) of the Code (“Qualified Awards”) shall be based solely upon one or more
of the following:  stock price; premiums (whether written, earned or
otherwise); revenues; earnings, including operating earnings; shareholders’
equity (whether including or excluding intangibles); return on equity; assets;
return on assets; capital; return on capital; economic value added; operating
margins; cash flow; shareholder return; expenses; combined ratio; expense ratio;
loss ratio; underwriting results; debt-to-capital ratio; market share; financial
strength ratings of our insurance subsidiaries; investment results; or insurance
reserves or ratio of insurance reserves to specified measures of capitalization
or liabilities; or effecting specified strategic objectives.  Any of
the Performance Criteria may be on a per share basis.

    


    (ii)            Awards
other than Qualified Awards may be described in any terms that are related to
the performance of the individual Participant or the Company or a subsidiary of
subsidiaries of the Company, a business unit, division, department or other
portion thereof or the function with any of the foregoing performed by the
Participant.

    


    The
Committee may specify any reasonable definition of the financial or other
measures it uses.  Such definitions may provide for reasonable
adjustments and may include or exclude items, including but not limited to the
following: realized investment gains and losses; extraordinary, unusual or
non-recurring items; effects of accounting changes; currency fluctuations;
acquisitions; divestitures; financing activities; recapitalizations, including
stock splits and dividends; expenses for restructuring or productivity
initiatives; and other non-operating items.  Performance Criteria may
be based on the performance of the Company, a subsidiary or subsidiaries of the
Company, a business unit, division, department, or other portion thereof, a
product line or products, or any combination of the foregoing or upon a
comparison of such performance with the performance of a peer group or other
measure selected or defined by the Committee.

    


    (d)           Performance
Goals.  For each Plan Year, the Committee shall
establish levels of performance (the “Performance Goals”), the outcome of which
is substantially uncertain at the time so established, for each of the
Performance Criteria designated by the Committee for the Plan Year
against which actual performance is to be measured to determine the amount of
Awards.

     

    
      
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    6.           Determination and Payment of
Awards.

     

        (a)           Determination of
Awards.  As soon
as practicable after the end of the Plan Year, the Committee will determine the
amount of the Award or Awards earned by each Participant, based upon application
of the matrix or payout formula specified in Section 5 hereof.  The
Committee will make payments promptly after determination of the Awards unless
payment of an Award has been deferred pursuant to Section 8(f)
hereof.  With respect to Qualified Awards such Committee determination
must include a certification in writing that the Performance Goals and any other
material terms of the Award were in fact satisfied; provided, that minutes of
the Committee meeting (or any action by written consent) shall satisfy the
written certification requirement.

     

        (b)           Limitation on
Awards.  Notwithstanding anything herein to the
contrary, the Awards for a Participant with respect to a Plan Year shall
equal no more than the lesser of 200% of the Participant's base salary in effect
on January 1 of the applicable Plan Year or $2,250,000.

    


        (c)           Qualified Awards; Shareholder
Approval.  It is intended that the Plan be administered,
interpreted and construed so that Qualified Awards satisfy the applicable
requirements for the performance-based compensation exception under Section
162(m) of the Code.  Qualified Awards shall be contingent upon
approval of the Plan by the Company’s shareholders in accordance with Section
162(m) of the Code and the regulations thereunder.

     

        (d)           Eligibility for
Payment of Awards.  Subject to Section 8(f) hereof, a
Participant will be eligible to receive his or her Award if he or she is
employed by the Company or one of its subsidiaries as of the date on which the
Award is to be paid.  Subject to the terms of any contractual
arrangements to the contrary, Participants who leave the employment of the
Company and its subsidiaries before, or who otherwise are not employed by the
Company or one of its subsidiaries on, the date the Award is to be paid, whether
involuntarily or voluntarily, are ineligible to receive payment of the
Award.

    


    7.           Termination,
Suspension or Modification of the Plan. The Plan may be amended or
terminated by the Board or Committee.  All amendments to the Plan,
including any amendment to terminate the Plan, shall be in
writing.  An amendment, other than an amendment to terminate the Plan,
shall not be effective without the prior approval of the shareholders of the
Company if such approval is necessary to continue to qualify Qualified Awards as
“qualified performance-based compensation” under Section 162(m) of the Code and
the regulations thereunder, Securities and Exchange Commission regulations, the
rules of The NASDAQ Stock Market or any other applicable exchange, or any other
applicable law or regulations.  Unless otherwise expressly provided by
the Board or Committee, no amendment to the Plan shall apply to Awards made
before the effective date of the amendment.  A
Participant's rights with respect to any Awards made to him or her may not be
abridged by any amendment, modification or termination of the Plan, without his
or her individual consent.

    


    8.           Miscellaneous.

     

        (a)           No
Assignments.  No
Award shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or
levy of any kind, either voluntary or involuntary, including any such liability
that is for alimony or other payments for the support of a spouse or former
spouse, or for any other relative of a Participant prior to actually being
received by the Participant or his or her designated beneficiary, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber,
charge, or otherwise dispose of any right to an Award shall be
void.

     

     

    
      
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        (b)           No Right of
Employment.  Neither the adoption of the
Plan nor the determination of eligibility to participate in the Plan nor the
granting of an Award shall confer upon any person, including any Participant,
any right to continue in the employ of the Company or any of its subsidiaries or
interfere in any way with the right of the Company or the subsidiary to
terminate such employment at any time.

     

        (c)           Tax
Withholding.  The
Company shall have the right to withhold the amount of any tax attributable to
amounts payable under the Plan.

     

        (d)           Governing
Law.  The Plan
and all determinations under the Plan shall be governed by and construed in
accordance with the laws of the State of Florida.

     

        (e)           Other
Plans.  Nothing
in this Plan shall be construed as limiting the authority of the Committee, the
Board, the Company or any subsidiary of the Company to establish any other
compensation plan or as in any way limiting its or their authority to pay
bonuses or supplemental compensation to any person employed by the Company or
any subsidiary of the Company, whether or not such person is a Participant in
this Plan and regardless of how the amount of such compensation or bonus is
determined.

     

        (f)           Deferrals of Awards.
A Participant may elect to
defer payment of his or her cash Award if deferral of an Award is permitted
pursuant to the terms of a deferred compensation program of the Company (or a
subsidiary) existing at the time the election to defer is made and the
Participant complies with the terms of such program.

     

        (g)           Committee Members Not
Liable.  The Committee shall be entitled to rely upon
certificates of appropriate officers of the Company with respect to financial,
statistical or other data in order to determine whether the Performance
Goals have been met.  The Committee and its members shall
not be liable for any action, inaction or determination made in good faith with
respect to the Plan.

    


    


    


    The undersigned, Secretary of FPIC
Insurance Group, Inc., hereby certifies that the above Amendment
and Restatement of the 2008 Senior Executive Annual Incentive Plan was
adopted by the Compensation Committee of the Board of Directors of FPIC
Insurance Group, Inc. at a meeting held on March 3, 2009.

    


    


    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ T.
      Malcolm Graham	 
	 	 	T.
      Malcolm Graham	 
	 	 	Secretary	 
	 	 	 	 


      

    

     

    
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