|
Exhibit
10.1
AMERISAFE,
Inc.
2008 Management Annual
Incentive Compensation Plan
| 1. |
Purpose . The purpose of the AMERISAFE, Inc. 2008
Management Annual Incentive Compensation Plan is to reinforce
corporate, organizational, and business development goals, to
promote the achievement of year-to-year financial and other
business objectives, and to reward the performance of eligible
employees in fulfilling their personal
responsibilities. |
| 2. |
Definitions . The following terms, as used herein, shall
have the following meanings: |
| |
(a) |
“Affiliate” shall mean, with respect to the Company
or any of its subsidiaries, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common
control with the Company. |
| |
(b) |
“Award” shall mean an incentive compensation award,
granted pursuant to the Plan, that is contingent upon the
attainment of Performance Goals with respect to the Performance
Period. |
| |
(c) |
“Board” shall mean the Board of Directors of the
Company. |
| |
(d) |
“Change in Control” shall mean (i) for the
purposes of vesting of any Award, the occurrence of a Change in
Control as defined in the Company’s 2005 Equity Incentive
Plan; and (ii) for purposes of payment of any Award, a change
in ownership or effective control of the Company, or in the
ownership of a substantial portion of the Company’s assets,
with the meaning of Section 409A of the Code. |
| |
(e) |
“Code” shall mean the U.S. Internal Revenue Code of
1986, as amended. |
| |
(f) |
“Committee” shall mean the Compensation Committee
of the Board of Directors. |
| |
(g) |
“Company” shall mean AMERISAFE, Inc. |
| |
(h) |
“Exchange Act” shall mean the Securities Exchange
Act of 1934, as amended. |
| |
(i) |
“Participant” shall mean any employee of the
Company of an Affiliate who is, pursuant to Section 4 of the
Plan, selected to participate in the Plan. |
| |
(j) |
“Performance Goals” shall mean performance goals
based on one or more of the following criteria, where applicable:
(i) return on average equity, assets, investment, or capital;
(ii) gross premium written; (iii) net combined, loss, or
expense ratio; (iv) gross, net, or operating income;
(v) earnings or book value per share (basic or diluted);
(vi) cash flow; (vii) sales; (viii) operating or
profit margin; (ix) share price or total shareholder return;
(x) earnings from operations; (xi) economic value added;
(xii) Company performance in comparison to a peer company
group selected by the Committee; and (xiii) strategic business
criteria, consisting of one or more objectives based on meeting
specified goals, including but not limited to market
|
1
| |
penetration or share,
business expansion, customer satisfaction, successful and efficient
administration, financial management, project management,
development or management of information technology, regulatory
compliance, management of independent contractors, or goals
relating to acquisitions, investments, joint ventures, or similar
matters. Where applicable, the Performance Goals may be expressed
in terms of attaining a specified level of the particular criterion
or attainment of a percentage increase or decrease in the
particular criterion, and may be applied to one or more of the
Company or an Affiliate of the Company, all as determined by the
Committee. The Performance Goals may include a threshold level of
performance below which no payment will be made (or no vesting will
occur), a maximum level of performance above which no additional
payment will be made (or at which full vesting will occur), and
such intermediate levels as the Committee may deem
appropriate.
|
| |
(k) |
“Performance Period” shall mean, unless the
Committee determines otherwise, a calendar year. |
| |
(l) |
“Person” shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof. |
| |
(m) |
“Plan” shall mean the AMERISAFE, Inc. 2007
Management Annual Incentive Compensation Plan, as amended from time
to time. |
| |
(n) |
“Retirement” means a Participant’s retirement
from active employment with the Company and each of its
Affiliates. |
| 3. |
Administration . The Plan shall be administered by the
Committee. The Committee shall have the authority, in its sole
discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all
the powers and authorities either specifically granted to it under
the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Awards;
to determine the persons to whom and the time or times at which
Awards shall be granted; to determine the terms, conditions,
restrictions, and performance criteria, including Performance
Goals, relating to any Award; to determine whether, to what extent,
and under what circumstances an Award may be settled, cancelled,
forfeited, or surrendered; to construe and interpret the Plan and
any Awards; and to make all other determinations deemed necessary
or advisable for the administration of the Plan. The Committee
shall have the authority to make equitable adjustments to the
Performance Goals in recognition of unusual or non-recurring events
affecting the Company or any Affiliate of the Company, in response
to changes in applicable laws of regulations, or loss or expense
determined to be extraordinary or unusual in nature or infrequent
in occurrence. All determinations and interpretations of the
Committee shall be final and binding on all persons, including the
Company and the Participant (or any person claiming any rights
under the Plan from or through any Participant). Subject to
applicable law, the Committee may delegate all or any part of its
authority under the Plan to any officer or officers of the
Company. |
2
|
