Exhibit 10.1
FREMONT MICHIGAN INSURACORP,
INC.
AGENT STOCK PURCHASE
PLAN
(Effective: December 1, 2008)
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.
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:
|
|
|
|
|
|
|
|
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.
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