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Form of
FPIC INSURANCE GROUP, INC.
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
PERFORMANCE UNIT AWARD AGREEMENT
[Date]
[Name]
[Address]
In accordance with the terms of the Amended and Restated Omnibus
Incentive Plan (the “Plan”) maintained by FPIC
Insurance Group, Inc. (the “Company”), pursuant to
action of the Compensation Committee of the Company’s Board
of Directors (acting as the “Committee” as defined in
the Plan), the Company hereby grants to you (the
“Participant”), subject to the terms and conditions set
forth in this Performance Unit Award Agreement (including Annexes A
and B hereto and all documents incorporated herein by reference),
an award (the “Award”) of contingent stock
(“Performance Units”), as set forth below:
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Date of Grant:
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____________, 20__
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Target Number of Performance Units:
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_________________
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Earned Number of Performance Units:
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Target Number multiplied by Payout Percentage multiplied by Vesting
Percentage
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Payout:
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One share of the Company’s Common Stock, $.10 par value, for
each Performance Unit earned
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Payout Percentage:
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As determined by the Committee in accordance with Annexes A and
B
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Performance Goal(s):
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As set forth on Annex A
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Performance Period:
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As set forth on Annex A
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Vesting:
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Normal: 100% at 12:00 midnight on the last day of the
Performance Period. Otherwise as provided on Annex
B
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Retention and Restrictions on Transfer:
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As provided on Annex A
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THIS AWARD IS SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX B HERETO
AND THE PLAN.
Further terms and conditions of the Award are set forth in Annexes
A and B hereto, which are an integral part of this Performance Unit
Award Agreement.
All terms, provisions and conditions applicable to the Award set
forth in the Plan and not set forth herein are hereby incorporated
by reference herein. To the extent any provision hereof is
inconsistent with the Plan, the Plan will govern. The Participant
hereby acknowledges receipt of a copy of this Performance Unit
Award Agreement including Annexes A and B hereto and a copy of the
Plan and agrees to be bound by all the terms and provisions hereof
and thereof.
FPIC INSURANCE GROUP, INC.
By: ______________________________
Agreed
:
___________________________
Attachments: Annex
A
Annex
B
ANNEX A
TO
FPIC INSURANCE GROUP, INC.
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
2008 PERFORMANCE UNIT AWARD AGREEMENT
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Retention and Restrictions on Transfer:
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The Shares issued to the Participant on payout of the Award will be
subject to such retention requirements and restrictions on transfer
as the Committee shall adopt or modify during 2008 for recipients
of awards of Performance Units; provided , that such
requirements and restrictions must be uniform for all recipients of
such awards made during 2008.
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Performance Period:
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January 1, 2008 – December 31, 2009
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Performance Goals and Payout Percentages:
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The following table sets forth the Threshold, Target and Maximum
Performance Goals for the Performance Period and the Payout
Percentages resulting from achievement of these Performance
Goals. For each 1/10th of a percentage point variation
from the Target Performance Goal between the Threshold and Maximum
Performance Goals, the award will change by 2.50 percentage
points. For example, achievement of 11.0% return on
average equity would result in a Payout Percentage of
75%.
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Performance Goals:
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The following levels of ROAE:
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Payout Percentage:
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Less than Threshold
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-
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0%
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Threshold
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10.0%
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50%
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Target
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12.0%
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100%
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Maximum
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14.0%
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150%
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More than Maximum
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-
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150%
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“ROAE” shall mean the average of the Company’s
“returns on average equity” for the calendar years 2008
and 2009. For this purpose, “return on average
equity” shall mean the percentage, rounded to the nearest
tenth of one percent, obtained by dividing the Company’s net
income during the applicable year by average common
shareholders’ equity during such year, as adjusted as
applicable for:
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·
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the cumulative effect of accounting changes during the Performance
Period;
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the effect of changes in tax laws during the Performance Period as
reflected in the Company’s financial statements for the
Performance Period;
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·
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the impact of mergers and acquisitions completed during the
Performance Period on the financial results of the Company for the
lesser of the subsequent 18 months or the remainder of the
Performance Period;
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·
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the effect of state-levied guaranty fund assessments levied during
the Performance Period to the extent not recovered during the
Performance Period so as to be neutral to the determination of
financial performance; and
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·
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costs and expenses accrued or incurred during the Performance
Period associated with merger and acquisition activities that do
not ultimately result in a transaction.
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ANNEX B
TO
FPIC INSURANCE GROUP, INC.
AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
PERFORMANCE UNIT AWARD AGREEMENT
Under and subject to the provisions of the Plan, the Company has
granted to the Participant an Award of Performance Units as set
forth in this Agreement. The Award is subject to the following
terms and conditions (which together with Annex A and the other
terms of this Agreement are referred to as this
“Agreement”).
1.
Determination of
Units Earned . The number of Performance Units,
if any, earned under this Agreement shall be determined by the
Committee in accordance with this Agreement and the Plan as soon as
reasonably practicable after the end of the Performance Period (but
no later than 15 calendar days after the filing of the
Company’s Annual Report on Form 10-K for the last year of the
Performance Period) and will be dependent upon the degree of
attainment of the Performance Goal(s) during the Performance
Period. Performance Units will be forfeited and not be
deemed to be earned unless and to the extent vested in accordance
with Paragraph 3 below.
2.
Payout of
Award . Each Performance Unit earned under this
Agreement shall entitle the recipient to receive a payout of one
share of common stock, $.10 par value, of the Company (a
“Share”). Except as provided elsewhere
herein, as soon as reasonably practicable after the determination
of the Performance Units earned ( but
no later than 15 calendar days after the filing of the
Company’s Annual Report on Form 10-K for the last year of the
Performance Period) and
upon the satisfaction of the applicable withholding obligations,
the Co
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