Exhibit 10.1
AMENDMENT
TO
PICO HOLDINGS,
INC.
2005 LONG-TERM INCENTIVE
PLAN
2009 RESTRICTED STOCK UNIT AWARD
AGREEMENT
THIS AGREEMENT is dated
April 2, 2009, between PICO Holdings, Inc. (the
“Company”), and W. Raymond Webb
(“Executive”);
WHEREAS, pursuant to the PICO
Holdings, Inc. 2005 Long-Term Incentive Plan (the
“Plan”), the Company granted to Executive a Restricted
Stock Unit Award of 30,000 stock units (the “Award”)
upon the terms and conditions set forth in an award agreement dated
March 3, 2009 (the “Award Agreement”) and in the
Plan;
WHEREAS, the Plan allows
Participants to elect to defer the time at which shares of Stock
will be delivered with respect to their Restricted Stock Awards in
accordance with the terms specified in the applicable award
agreement;
WHEREAS, the Award Agreement does
not contain any terms regarding the deferral of delivery of stock
with respect to the Restricted Stock Award;
WHEREAS, under the terms of the
Plan, the Compensation Committee has the authority to amend the
Award Agreement; and
WHEREAS, the Compensation Committee
has approved this Agreement to amend the Award Agreement to allow
Executive to elect to defer delivery of shares of Stock with
respect to the Award and has approved a Distribution Election
Form.
NOW, THEREFORE, in consideration of
the mutual promises and covenants made here and the mutual benefits
to be derived herefrom the parties agree as follows:
1.
Defined Terms . Capitalized terms used herein and not
otherwise defined herein shall have the meaning assigned to such
terms in the Plan and/or the Award Agreement.
2.
Amendment of Award Agreement . Effective as of March 3,
2009, Section 6.1 of the Award Agreement is
