Exhibit 10.3(i)
Form of
FPIC INSURANCE GROUP,
INC.
AMENDED AND RESTATED
OMNIBUS INCENTIVE PLAN
PERFORMANCE UNIT AWARD
AGREEMENT
January 5, 2009
[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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January 5, 2009
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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
2009 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 2009 for recipients of
awards of Performance Units; provided , that such
requirements and restrictions must be uniform for all recipients of
such awards made during 2009.
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Performance
Period:
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January 1, 2009
– December 31, 2010
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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 2009 and
2010. 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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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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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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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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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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provided ,
that no adjustment shall be made to the extent such adjustment
would cause the Award not to qualify as performance-based
compensation within the meaning of Section 162(m) of the Internal
Revenue Code and regulations thereunder.
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 Un
it 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 Company shall issue to
the Participant the Shares to which the
Participant is entitled. The Company shall issue such
Shares without restriction on transfer other than those provided in
Annex A or under the Plan. The Company shall issue such
Shares, at its option, (i) by delivery of a stock certificate in
the name of the Participant or his or her designee to the custody
of the Participant or (ii) by crediting to a book-entry account
maintained by the Company’s stock transfer agent or its
designee for the benefit of the Participant or his or her
designee.
3.
Vesting and Forfeiture
. Except as provided on Annex
A or in the Participant's employment, severance or other
agreement (if applicable) (the terms of which are incorporated
herein by reference) :
(a)
Normal Vesting and
Forfeiture . Except
as provided elsewhere herein: (i) the Award shall become 100%
vested at 12:00 midnight on the last day of the Performance Period
(the “End of the Performance Period”) and (ii) if the
Participant’s employment is
