exv10w15






Exhibit 10.15




PROASSURANCE CORPORATION

2011 EMPLOYEE STOCK OWNERSHIP PLAN




     1. Purpose of the Plan. ProAssurance Corporation (the “Company”) has adopted the
ProAssurance 2008 Equity Compensation Plan (the “2008 Equity Plan”) to further corporate
profitability and growth in value of its shares of common stock (“Common Stock”) by offering
proprietary interests in the Company to officers, directors and employees of the Company and its
Subsidiaries (as defined in the 2008 Equity Plan) who will be largely responsible for such growth.
The Board of Directors of the Company has established the Company’s 2010 Employee Stock Ownership
Plan (the “Plan”) under the 2008 Equity Plan to provide employees and directors of the Company and
its subsidiaries an opportunity and an incentive to purchase shares of Common Stock by allowing
them to apply contributions made to the Plan principally in the form of payroll deductions toward
the purchase shares of Common Stock and by granting matching Restricted Stock Units (as defined in
the 2008 Equity Plan) with respect to the shares of Common Stock purchased with contributions to
the Plan (up to a designated amount).



     2. Definitions.



          (a) Reference is made to the definitions set forth in Section 2 of the 2008 Equity Plan, which
are incorporated herein by this reference. Unless otherwise specifically defined in this Plan,
capitalized terms shall have the meanings attributable to them under the 2008 Equity Plan.



          (b) For purposes of this Plan, the following terms shall have the meanings herein set forth:




          (i) “Account” shall mean the bookkeeping accounts established and maintained by the
Committee for each Participant and the Corporation in accordance with Section 8 below.




          (ii) “Agent” shall mean any independent agent appointed by the Committee to assist it
in the administration of the Plan as herein provided. Any reference to the Committee or the
Company shall be deemed to include the Agent to the extent that the Committee has engaged
the Agent to perform the obligations of the Committee or the Company hereunder.




          (iii) “Cash Deposit” shall mean the amount deducted from the pay of a Participant, or
deposited by a Participant in accordance with any other method of deposit approved by the
Committee, in each case for the purpose of purchasing shares of Common Stock under the Plan.




          (iv) “Effective Date” shall mean the effective date of this plan which is January 1,
2011.




          (v) “Executive Officer” shall mean an officer of the Company under the definition of
“officer” in Rule 16a-1(f) of the regulations promulgated by the SEC under the 1934 Act.



 









 






          (vi) “Grant” shall mean a grant of Restricted Stock Unit(s) made by the Company to a
Participant in accordance with the terms of the Plan.




          (vii) “Grant Date” shall mean the date the Grant Unit is issued to a Participant
pursuant to Section 7(a) of this Plan, e.g. the Grant Date is the same date as the Purchase
Date for the matching Participant Share with respect to which the Grant Unit is issued.




          (viii) “Grant Units” shall mean the Restricted Stock Units awarded to a Participant
pursuant to a Grant made to such Participant.




          (ix) “Participant” shall mean an Employee (as defined in the 2008 Equity Plan) or
Director (as defined in the 2008 Equity Plan) who is eligible and has elected to participate
in the Plan in accordance with its terms.




          (x) “Participant Shares” shall mean the shares of Common Stock purchased for the
Account of a Participant with his or her Cash Deposits.




          (xi) “Participating Employer” shall mean the Company and each Subsidiary which the
Committee authorizes to participate in the Plan, which include without limitation those
Subsidiaries specified in Section 17 hereof. Subsidiary is defined under the 2008 Equity
Plan to include all direct and indirect 80% subsidiaries.




          (xii) “Participation Date” shall mean each October 1 occurring on or after the
Effective Date and during the continuance of the Plan; provided, however, that if such date
is not a business day, the Participation Date will be the next business day.




          (xiii) “Participation Period” shall mean each twelve (12) month period commencing on a
Participation Date, except that the initial Participation Period shall be the nine month
period commencing on the Effective Date.




          (xiv) “Plan” shall mean this ProAssurance Corporation 2010 Stock Purchase Plan, as the
same may from time to time be amended.




          (xv) “Purchase Date” shall mean October 3 immediately following the end of each
Participation Period; provided that if such date is not a business day, the Purchase Date
shall be the next business day.




          (xvi) “Restricted Period” shall mean with respect to a Grant Unit the three (3) year
period commencing on the Grant Date of the Grant Unit.



     3. Source of Shares. The Participant Shares purchased under the Plan shall be deemed
to be Other Stock-Based Awards (as defined in the 2008 Equity Plan), and the Grant Units to be
issued in accordance with the Plan shall be deemed to be Restricted Stock Units (as defined in the
2008 Equity Plan). The shares of Common Stock to be purchased and issued with respect to the
foregoing (all of which shall be deemed to be Awards under the 2008 Equity Plan) shall be issued
from the Shares (as defined in the 2008 Equity Plan) reserved and available for issuance under
Section 4(a) of the 2008 Equity Plan. The number of Shares reserved and



2









 




available for issuance under the 2008 Equity Plan shall be reduced by the sum of the number of
Shares delivered to Participants as Participant Shares purchased under the Plan and the number of
Shares delivered to Participants in respect to the Grant Units awarded under the Plan. If any
Grant Unit is cancelled or forfeited for any reason without delivery of Shares, the Shares subject
to such Grant Unit shall thereafter again be available for an Award pursuant to the 2008 Equity
Plan. Whenever Shares are retained or received by the Company in connection with the payment of
Grant Units, only the net number of Shares actually issued to or for the benefit of the Participant
shall be counted against the limit in Section 4(a) of the 2008 Equity Plan and Shares retained or
received by the Company shall be treated in the same manner as Shares subject to canceled or
forfeited awards.




     4. Administration. The Committee (as defined in the 2008 Equity Plan) will be
responsible for the administration of the Plan including, without limitation, the determination of
the eligibility of Employees to participate in the Plan, the collection of Cash Deposits from
Participants, the making of Grants, the purchase of Shares, and the allocation of Shares to the
Accounts of Participants, and the maintenance of Account records. The Committee shall also have
the right to interpret the Plan and its determinations shall be conclusive and binding on all
parties. To assist it in the administration of the Plan, the Committee may appoint one or more
officers, employees or agents of the Company to perform any or all of the functions of the
Committee. To assist it in the administration of the Plan, the Committee may appoint one or more
Agents to perform any or all of the functions of the Company or the Committee. The Company shall
pay the expenses of the Plan, including without limitation, the expenses of the Committee in the
administration of the Plan.



     5. Eligibility. An Employee or Director will become eligible to participate in the
Plan in accordance with the following:



          (a) Any Employee who completes at least six (6) months of service with one or more
Participating Employers and any Director who serves on the Board of Directors of ProAssurance or
one or more Participating Employers for at least six (6) months will be eligible to participate in
the Plan commencing with the first day of any Participation Period thereafter, provided that he is
in the active service of the Participating Employer or on an approved leave of absence on such
date.



          (b) No Employee or Director can participate in the Plan if such Employee or Director, at any
time immediately after Shares are purchased under the Plan for his or her Account, owns stock
possessing five percent (5%) or more of the total combined voting power or value of all classes of
stock of the Company. For purposes of determining the stock ownership percentage of an Employee
and Director: (i) the Employee or the Director shall be considered as owning the stock owned,
directly or indirectly, by or for his brothers and sisters (whether by the whole or half blood),
spouse, ancestors, and lineal descendants; and (ii) stock owned, directly or indirectly, by or for
a corporation, partnership, estate, or trust, shall be considered as being owned proportionately by
or for its shareholders, partners, and beneficiaries.



          (c) If a Participant elects to stop making Cash Deposits during a Participation Period, such
Participant must wait until the next Participation Period to reenroll in the Plan. Unless the Cash
Deposits are sooner withdrawn from the Participant’s Cash Subaccount in



3









 




accordance with Section 11(a) hereof, the Cash Deposits in such Participant’s Cash Subaccount
will be applied to the purchase of Participant Shares on the next Purchase Date.




          (d) As a condition to participation in the Plan, the Committee may at any time require each
new and current Participant to establish one or more investment brokerage accounts with the Agent
or if there is no Agent, with a licensed broker dealer selected by the Committee. The Committee
shall have the authority to act on behalf of the Plan and the Participants in establishing the
terms and conditions for maintenance of the brokerage accounts and the execution of transactions in
connection therewith.



     6. Method of Participation.



          (a) An Employee or Director who is or will be eligible to participate in the Plan at the
commencement of a Participation Period may elect to participate in the Plan during such
Participation Period by executing and filing with the Company a written enrollment form (in such
form as may be prescribed by the Committee from time to time) at least thirty (30) days prior to
the commencement of such Participation Period, except that the enrollment for the initial
Participation Period must be completed by January 1, 2011. The enrollment form shall reflect the
dollar amount that such Participant desires to be deducted from his compensation as a Cash Deposit
to the Plan during the Participation Period which amount will be deducted from the Participant’s
compensation each payroll period during such Participation Period; provided that the total Cash
Deposits made by a Participant and used to purchase Participant Shares for his or her Account in
any Participation Period may not exceed $5000; and provided further that the payroll deductions
are subject to a minimum rate of $20.00 per payroll period. The Company shall hold the Cash
Deposits for the benefit of the Participants until applied toward the purchase of Shares pursuant
to Section 6(b) below unless sooner withdrawn as provided in Section 11 hereof. A Participant may
elect to modify or terminate his or her election to make Cash Deposits during a Participation
Period at any time by delivery of written notice to the Company in which event the modification or
termination shall be effective for the payroll period beginning not sooner than the ten (10) days
after delivery of the notice unless a later date is designated by the Participant. In the event a
Participant elects to terminate his or her participation in the Plan, the Participant will not be
eligible to make Cash Deposits to the Plan from the effective date of such termination to beginning
of the next Participation Period.



          (b) On each Purchase Date, the Company will apply Cash Deposits credited to the Accounts of
Participants toward the purchase of Shares in accordance with the following. The purchase price
for each Share shall be the Fair Market Value (as defined in the 2008 Equity Plan) of a Share on
the Purchase Date. The Company shall purchase for each Account the number of whole Shares that can
be purchased using the cash in the Account on the Purchase Date. Any cash not applied toward the
purchase of the Shares shall remain credited to the Account and applied to the purchase of Shares
on the next Purchase Date unless sooner withdrawn by the Participant or refunded to the Participant
at the direction of the Committee. The Shares purchased for the Accounts of Participants shall be
issued in book entry form to such nominee as the Committee may select to hold the Shares for the
account of the Participant; the Company shall credit each Account with the number of Shares
purchased for the Account, and the Shares credited to the Accounts shall be held for the benefit of
the Participants in accordance with Section 12(f) hereof.



4









 





     7. Grants from the Company.



          (a) The Company shall make matching grants of Grant Units with respect to the Shares purchased
for Participants on each Purchase Date on the terms and conditions hereinafter set forth. Grant
Units will be issued as Restricted Stock Units under the 2008 Equity Plan. The Company shall grant
to each Participant one Grant Unit for each Share purchased for the Account of the Participant on
the Purchase Date in accordance with Section 6 hereof. Each Unit shall be equal in value to one
share of Common Stock. Each Grant Unit granted to a Participant will be credited to the Account of
the Participant as of the Grant Date and will be payable to the Participant as herein provided.



          (b) Each Grant Unit shall become fully vested and payable as herein provided three years after
its Grant Date unless the Grant Units become sooner vested and payable in accordance with the terms
of this Plan.



          (c) A Grant Unit allocated to a Participant shall become fully vested and shall not be subject
to forfeiture upon the occurrence of the sooner of the following:




          (i) The Participant has been an Employee of a Participating Employer continuously for a
period of three years from the Grant Date of the Grant Unit; or




          (ii) The Termination (as defined in the 2008 Equity Plan) of the Participant by reason
of (A) the Disability (as defined in the 2008 Equity Plan) of the Participant; or (B) the
death of the Participant; or




          (iii) The Change of Control (as defined in the 2008 Equity Plan) of the Company.



          (d) If not sooner vested under Section 7(c) above, Grant Units allocated to a Participant
shall become partially vested upon the Termination of a Participant in accordance with the
following formula:




          (i) For unvested Grant Units with a Grant Date that is less than twelve (12) months
before the date of Termination, all of such Grant Units shall be cancelled and forfeited and
the rights of the Participant with respect to the cancelled Grant Units shall terminate.




          (ii) For unvested Grant Units with a Grant Date that is twelve (12) months or more
before the date of Termination, the number of Grant Units granted on such Grant Date that
shall become vested will be determined by multiplying the Grant Units granted on the Grant
Date by a fraction in which the numerator is the number of days that the Participant was an
Employee during the three years after the Grant Date and the denominator is 1095 days with
the result to be truncated into whole Grant Units. The Grant Units that do not become
vested hereunder shall be cancelled and all rights of the Participants with respect to such
cancelled Grant Units shall forthwith terminate.



5









 





     8. Accounts. The Committee shall establish and maintain the following Accounts under the Plan. The
Committee and the Company are authorized to use and share information with any Agent engaged to
administer all or part of the Plan.



          (a) All Cash Deposits and shares of Common Stock purchased with the Cash Deposits shall be
reflected in the following accounts to be established and maintained in the name of each
Participant:




          (i) All Cash Deposits shall be credited to the Cash Account maintained for such
Participant until applied to the purchase of Common Stock as provided in Section 6(b) hereof
or withdrawn by the Participant. No interest shall be payable on the Cash Deposits.




          (ii) All shares of Common Stock purchased with funds from the Cash Account of such
Participant shall be credited to the Participant Shares Account maintained for such
Participant until distributed to or withdrawn by the Participant.



          (b) Until fully vested, the number of unvested Grant Units held for each Participant shall be
credited to a Grant Units Account maintained for each Participant.



          (c) The Committee may from time to time establish such other or Substitute Accounts as it
deems appropriate for the administration of the Plan.



          (d) Each Participant shall receive an annual report reflecting the following: (i) the amount
of cash credited to the Participant’s Cash Account; (ii) the number of Participant Shares credited
to the Participant’s Participant Share Account and the Purchase Dates for such Participant Shares;
and (iii) the number of Grant Units credited to the Participant’s Grant Unit Account and the Grant
Dates for such Grant Units. The Committee shall make reasonable effort to ensure that the
Participants who are Executive Officers and Directors of the Company receive the notice within one
(1) business day of the purchase of the Shares, and the grant of Grant Units, allocated to the
Accounts of the Participant.



     9. Payment of Grant Units .



          (a) The Grant Units shall be payable in Shares except that the Committee may provide for
federal and state withholding taxes in accordance with the following. The Committee may, in its
discretion, elect either (i) to withhold such number of Shares as may be necessary to generate
funds to pay federal and state withholding taxes or (ii) to pay the Grant Units partly in Shares
and partly in cash, with the cash portion being approximately equal to the amount of federal, state
and local taxes which the Participant’s employer is required to withhold on account of such
payment. In the event the Committee elects to pay the Grant Units partly in cash, the number of
Shares to be paid with respect to a Grant Unit shall be determined by dividing the Fair Market
Value of a Share on the Vesting date into an amount equal to the Fair Market Value of all vested
Shares payable with respect to the vested Grant Units less the the cash applied to withholding
taxes; provided that any fractional shares resulting from such determination shall be payable in
cash based on the Fair Market Value of a Share on the vesting date.



6









 





          (b) The net Shares payable in respect to vested Grant Units and the Participant Shares
purchased on the Grant Date of such Grant Units shall be delivered to the Participants promptly
after vesting of the Grant Units, but not later than the end of the 2-1/2 Month Period (as defined
in the 2008 Equity Plan). The method of delivery of the Shares shall be in accordance with the
directions of the Committee.



     10. Withdrawal from the Accounts



          (a) A Participant may at any time prior to the Purchase Date withdraw all of the Cash Deposits
then reflected in the Cash Account maintained for such Participant A Participant shall have no
right to withdraw less than all of the cash in the Cash Account at the time of withdrawal.



          (b) A Participant may at any time withdraw the Shares reflected in the Participant Shares
Account maintained for such Participant; provided that the Participant must withdraw not less than
all of the Participant Shares purchased for his or her Account on the same Purchase Date; and
provided further that except that no Executive Officer or Director may withdraw Participant Shares
prior to the expiration six (6) months after the purchase of such Participant Shares with Cash
Deposits made by the Executive Officer or Director.



          (d) In the event that a Participant withdraws his or her Participant Shares, the Shares
subject to withdrawal shall be taken from the Shares that have been credited to the Participant
Shares Account for the longest period of time. The withdrawal of any shares of Common Stock from a
Participant’s Participant Shares Account shall be subject to the provisions of Section 11(b)
hereof.



     11. Forfeiture of Grant Units.



          (a) In the event of the Termination of a Participant, then, unless the Committee shall
otherwise determine in its sole discretion, any Shares subject to Grant Units that that do not
become vested pursuant to Section 7(c) or Section 7(d) hereof shall be forfeited and cancelled as
of the date of Termination.



          (b) In the event that a Participant withdraws Shares from his or her Participant Shares
Account, any unvested Grant Units that were granted on the Purchase Date of the Shares so withdrawn
shall be forfeited and cancelled as of the date of withdrawal.



     12. Beneficial Ownership of the Shares held in the Accounts.



          (a) A Participant will be the beneficial owner of any Participant Shares held for the Account
of the Participant under the Plan. The Corporation shall have no right to sell or withdraw the
shares of Common Stock held in the Participant Shares Accounts.



          (b) The Participants will have the right to direct the Company as to the voting of Participant
Shares held in their respective Participant Shares Accounts and that are entitled to vote at any
meeting of the shareholders of the Corporation and will receive all communications addressed by the
Company to its shareholders.



7









 





          (c) All cash dividends, stock dividends or stock splits paid with respect to Participant
Shares shall be credited to the Participant Shares Account.



          (d) Participants will not be entitled to receive any dividends or dividend equivalents on
Grant Units unless specifically provided for at the time of dividend; shall not have any voting or
other rights of a stockholder of the Company with respect to Grant Units, and shall not have any
interest in or right to receive Shares prior to the time the Committee determines whether the
payment of Grant Units will be made solely in Shares or in Shares and cash in accordance with the
Plan.



          (e) If the Company shall offer any subscription rights to its shareholders, the Committee
shall to the extent it is able provide to each Participant who then has Shares allocated to his or
her Participant Shares Account the right to exercise, sell, or assign, in accordance with the terms
thereof, all subscription rights issued with respect to the shares in his or her Participant Shares
Account and to receive any shares subscribed for free and clear of any restrictions under the Plan.



          (f) Any Shares of Common Stock registered in the name of the Company and held for the
Accounts of Participants shall be held in trust for the Participants as the beneficial owners of
such Shares. The Company shall have no interest in the Shares in the Accounts and shall have no
right to sell or dispose of the Shares other than as expressly provided herein.



     13. Rights not Transferable. No Participant shall be permitted to sell, assign, transfer, pledge, or otherwise dispose of
or encumber either his right to participate in the Plan or his interest in any Shares being held by
the Company for the Account of a Participant prior to the withdrawal or distribution thereof as
herein contemplated. Except as otherwise provided by law, the right and interest of a Participant
under the Plan shall not be liable for or subject to the debts, contracts or liabilities of such
Participant.



     14. Termination or Amendment of Plan. The Company reserves the right to amend, modify, suspend, or terminate the Plan at any
time without notice, provided that no such amendment, modification, suspension, or termination
shall adversely affect, without the Participant’s written consent, any Shares or Grant Units
credited to the Account of the Participant. If at any time the Committee determines that the Plan
or any Awards hereunder may be subject to Code Section 409A, the Committee shall have the right, in
its sole discretion, to amend the Plan or the terms of the Grant Units to be exempt from the
requirements of Code Section 409A or to satisfy the requirements of Code Section 409A, including by
adding conditions with respect to the vesting and/or payment of said Grant Units.



     15. Interpretation. This Plan is subject to the terms, conditions and definitions as
set forth in the 2008 Equity Plan. The Participant Shares and Grant Units are to be construed as
Awards under the 2008 Plan. The Plan and the enrollment form (in such form as may be from time to
time approved by the Committee) shall be deemed to be the Award Notice (as defined in the 2008
Equity Plan) with respect to the Awards (as defined in the 2008 Equity Plan) to Participants
hereunder. Any determination or interpretation by the Committee under or pursuant to this Plan or
the 2008 Equity Plan shall be final and conclusive on all persons affected thereby.



8









 





     16. No Right to Employment. Neither this Plan or any action taken hereunder shall be
construed as giving any person the right to be retained as an Employee.



     17. Transition Provisions. The initial Participating Employers under the Plan are the
Company and each of its Subsidiaries at November 23, 2010. Notwithstanding the provisions of
Section 5(a) hereof, all persons who are Employees or Directors of Participating Employers on
November 23, 2010, shall be eligible to participate in the Plan subject to the limitation set forth
in Section 5(b) hereof.




9