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FREMONT MICHIGAN INSURACORP, INC. AGENT STOCK PURCHASE PLAN

Purchase and Sale Agreement

FREMONT MICHIGAN INSURACORP, INC. AGENT STOCK PURCHASE PLAN | Document Parties: FREMONT MICHIGAN INSURACORP INC | Fremont Insurance Company You are currently viewing:
This Purchase and Sale Agreement involves

FREMONT MICHIGAN INSURACORP INC | Fremont Insurance Company

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Title: FREMONT MICHIGAN INSURACORP, INC. AGENT STOCK PURCHASE PLAN
Governing Law: Michigan     Date: 11/26/2008

FREMONT MICHIGAN INSURACORP, INC. AGENT STOCK PURCHASE PLAN, Parties: fremont michigan insuracorp inc , fremont insurance company
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Exhibit 10.1

FREMONT MICHIGAN INSURACORP, INC.

AGENT STOCK PURCHASE PLAN

(Effective: December 1, 2008)

 

 

I.

PURPOSE; GENERAL

1.1 Purpose. The Fremont Michigan InsuraCorp, Inc. Agent Stock Purchase Plan (the “ Plan ”) has been established by Fremont Michigan InsuraCorp, Inc., a Michigan corporation (the “ Company ”), to provide incentive to independent insurance agencies that sell products and services of its subsidiary, Fremont Insurance Company, a Michigan insurance corporation (the “ Insurance Company ”), by enabling them to participate in the Company’s long-term growth and success and to help align their success with the interests of the Company’s stockholders.

1.2 General. The Plan allows each Eligible Agency (defined below) and those Eligible Persons (defined below) designated by an Eligible Agency to purchase shares of the Common Stock (defined below) of the Company. An Eligible Agency may elect to apply all or a portion of its Earned Base Commissions and Profit-Sharing Commissions to purchase Common Stock under the Plan. Eligible Agencies and Eligible Persons may elect to make cash contributions to purchase Common Stock under the Plan. The Company offers shares of its Class A Common Stock under the Plan at a 10% discount from Fair Market Value on the Purchase Date. Participants pay no brokerage commissions or other charges on such purchases under the Plan.

1.3 Private Placement of Unregistered Common Stock. The Common Stock offered by the Company under this Plan has not been registered with, or approved, by the United States Securities and Exchange Commission (“ SEC ”). The offering of the Common Stock under the Plan is based on an exemption from such registration as set forth in §4(2) of the Securities Act of 1933, as amended (“ Act ”), and Rule 506 of Regulation D issued under the Act. The offering is being made only to eligible agencies of the Insurance Company and eligible persons designated by those agencies who are “accredited investors” as defined under Regulation D issued under the Act and to not more than 35 eligible persons in any 12 month period who may not be accredited investors, but are “sophisticated” investors. Resales of the unregistered Class A Common Stock will require registration or the availability of an exemption to registration such as SEC Rule 144.

 

 

II.

DEFINITIONS

2.1 “Accredited Investor” means any natural person who has, or the Company reasonably believes to have, either (a) an individual net worth, or joint net worth with that person’s spouse, at the time of the purchase that exceeds $1,000,000, or (b) an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year. An Accredited Investor also means an entity if all of the equity owners of the entity are accredited investors.

2.2 “Act” means the Securities Act of 1933, as amended.

2.3 “Committee” means the Compensation Committee of the Company’s Board of Directors.

2.4 “Common Stock” means the Company’s Class A Common Stock without par value that is available for purchase under this Plan.

2.5 “Company” means Fremont Michigan InsuraCorp, Inc., a Michigan corporation.


2.6 “Contribution Amount” means the dollar amount to be invested by a Participant on the next Purchase Date including the amount to be paid in cash by check plus, in the case of an Eligible Agency, the amount or percentage to be deducted from the payment of Earned Base Commissions or Profit-Sharing Commissions, to purchase shares of Common Stock for a Participant for whom an Enrollment/Subscription Agreement is submitted.

2.7 “Contribution Date” means the last business day of the Enrollment Period immediately prior to each Purchase Date and is the date by which the Company must have the Participant’s fully completed and executed Enrollment/Subscription Agreement together with a check for any purchases elected by the cash payment method.

2.8 “Disclosure Documents” means the (a) Plan; (b) Enrollment/Subscription Agreements; (c) Company’s Private Placement Memorandum dated December 1, 2008 for the Plan and any Private Placement Memorandum Supplements; (d) Company’s most recent Annual Report on Form 10-K; and (e) Company’s most recent Quarterly Report on Form 10-Q.

2.9 “Earned Base Commissions or Profit-Sharing Commissions” means those commissions that are fully earned and are due and payable to a participating Eligible Agency as determined by and solely from the records of the Insurance Company.

2.10 “Eligible Agency” shall have the meaning given in Section 3.1 below.

2.11 “Eligible Person” means a Principal, Key Employee or a Benefit Plan as defined in Section 3.2 below and designated by an Eligible Agency.

2.12 “Enrollment/Subscription Agreement” means the form attached hereto as Exhibit “A” as may be amended by the Company from time to time. Such form is the sole means for subscribing and making purchases of Common Stock under the Plan.

2.13 “Enrollment Period” shall mean the enrollment period between January 15, 2009 and February 27, 2009 for the first Purchase Date of March 5, 2009. For all subsequent Purchase Dates, the enrollment period shall be the period of time from the 15th day and until the last business day of February, May, August and November during which times Participants may submit Enrollment/Subscription Agreements to the Company.

2.14 “Fair Market Value” means, with respect to the Common Stock on a given date: (a) if the Common Stock is listed for trading on a national securities exchange (including, for this purpose, the National Market System (“NMS”) of the National Association of Securities Dealers Automated Quotation System (“NASDAQ”)) on that date, the closing share price on that exchange (or, if there is more then one, the principal such exchange), or, for the NMS, the last sale price, on the day immediately preceding the date as of which fair market value is being determined, or on the next preceding day on which shares were traded if no shares were traded on the immediately preceding day; (b) if the Common Stock is not listed for trading on any securities exchange (including the NMS) on that date but are reported by NASDAQ, and market information concerning the Common Stock is published on a regular basis in The Wall Street Journal or The New York Times, the average of the daily bid and low asked prices of the Common Stock, as so published, on the day nearest preceding the date in question for which the prices were published; (c) if (a) is inapplicable and market information concerning the Common Stock is not regularly published as described in (b), the average of the high bid and low asked prices of the Common Stock in the over-the-counter market averaged over the last ten (10) trading days nearest preceding the date in question as reported by NASDAQ (or, if NASDAQ does not report prices for the Shares, another generally accepted reporting service); or (d) if none of the above are applicable, the fair market value of a share as, of the date in question, determined by the Committee.

 

2


2.15 “Insurance Company” means Fremont Insurance Company, a Michigan insurance company.

2.16 “Maximum Contribution Amounts” means the highest amount that each Eligible Agency, including its designated Eligible Persons, may invest to purchase Common Stock under the Plan in any given calendar quarter as set forth in the chart below and is based upon the amount of Written Premiums by such Eligible Agency during the most recent previous calendar year with the Insurance Company:

 

 

 

 

 

Written Premiums:

  

Maximum Contribution Amounts:

Less than $1,000,000

  

$

30,000

$1,000,000 or more

  

$

50,000

2.17 “Minimum Purchase Amount” is Five Hundred Dollars ($500.00) and is the smallest amount that may be designated or paid by a Participant for the purchase of Common Stock in any quarter under the Plan.

2.18 “Participant” means an Eligible Person that has signed a fully completed Enrollment/Subscription Agreement that has been accepted by the Company in writing.

2.19 “Plan Agent” means the Registrar and Transfer Company, the Company’s stock transfer agent and registrar.

2.20 “Purchase Date” means March 5, 2009 for the first purchase under this Plan and for all subsequent purchases shall be the 5th day of March, June, September and December of each year or the next succeeding business day.

2.21 “Sophisticated Investor” means a person who has, or whom the issuer reasonably believes has, individually, or with the help of a purchaser representative, knowledge and experience in financial and business matters such that he is capable of evaluating the merits and risks of this investment.

2.22 “Written Premiums” means the written premiums, less cancellations and returns, recorded by the Insurance Company for an Eligible Agency.

2.23 “SEC” means the United States Securities and Exchange Commission.

 

 

III.

PARTICIPATION

3.1 Eligible Agency. Any independent insurance agency under contract with and selling products of the Insurance Company may participate as an Eligible Agency if the agency (a) is an appointed agent of and in good standing with the Insurance Company and (b) has been designated by the Company as an Eligible Agency. The Company may, in its sole discretion, designate eligibility based upon any one or more other factors, which it deems appropriate.

3.2 Eligible Persons. In addition, each Eligible Agency may designate one or more of the following persons as eligible to purchase shares under the Plan: (a) principals, members, general partners, officers and stockholders of the Eligible Agency (“ Principals ”); (b) key employees of an Eligible Agency (“ Key Employees ”); and (c) individual retirement plans of Principals and Key Employees and Keogh plans of Principals and Key Employees (“ Benefit Plans ”).

 

3


No later than January 10th, or the next business day following such day, of each year, each Eligible Agency shall provide the Company a list of all Eligible Persons designated by such Eligible Agency as of such date for the next succeeding year. The Eligible Agency shall notify the Company of any deletions from such list no later than the next Contribution Date. Eligible Agencies may not add any Principals, Key Employees, or Benefit Plans to the list of Eligible Persons designated by such Eligible Agency until January 10th of the next succeeding year.

The Company or its designee shall, in its sole discretion, determine whether any Eligible Agency, or Eligible Person is eligible to be a Participant in the Plan. Each Eligible Person or Participant must also establish to the satisfaction of the Company that it is an “accredited Investor.” Provided, however, the Company may waive this requirement for a limited number of Participants if the person is a “sophisticated investor” and the Company is assured that such person’s participation will not jeopardize the offering of the shares under the Plan as an exemption to registration under the Act. Further, the Company reserves the right, in its sole discretion, to revoke an agency’s status as an Eligible Agency at any time and for any reason. In the event that the agency relationship with the Insurance Company is terminated for any reason, the status of an Eligible Agency and its designated Eligible Persons shall automatically terminate without notice.

An Eligible Agency and Eligible Person are under no obligation to participate in the Plan or to purchase shares of Common Stock under the Plan. The Plan is for th


 
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