Form Approved by
the Board on December 12, 2008
Exhibit 10.3(g)
Form of
FPIC INSURANCE GROUP,
INC.
AMENDED AND RESTATED
OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK 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 Budget and
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 Restricted
Stock Award Agreement (including Annex A hereto and all documents
incorporated herein by reference), an award of restricted shares of
Company common stock (the “Restricted Stock”), as set
forth below:
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Date of Grant:
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_________________________________
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Number of Shares of
Restricted Stock:
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_________________________________
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Vesting Period:
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Date of Grant
through ________________
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Performance
Goal:
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Vesting
Schedule:
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The Shares of
Restricted Stock subject to this Award shall vest as follows:
1/3 shall vest on
____________________;
1/3 shall vest on
____________________; and
1/3 shall vest on
____________________; provided, that the Participant remains
employed through each such vesting date.
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Post-Vesting Retention and Restrictions on
Transfer:
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After vesting, the Shares issued to the Participant
pursuant to the Award will be subject to such retention
requirements and restrictions on transfer as the Committee shall
adopt or modify during the calendar year that includes the date of
grant for recipients of awards of Restricted Stock; provided
, that such requirements and restrictions must be uniform for all
recipients of such awards made during the calendar year that
includes the date of grant. Certificates representing
such Shares may bear appropriate restrictive legends.
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THESE SHARES OF
RESTRICTED STOCK ARE SUBJECT TO FORFEITURE AS PROVIDED IN ANNEX A
HERETO AND THE PLAN.
Further terms and
conditions of the Award are set forth in Annex A hereto, which is
an integral part of this Restricted Stock 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
Restricted Stock Award Agreement including Annex A 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 :
___________________________
Attachment: Annex A
ANNEX A
TO
FPIC INSURANCE GROUP,
INC.
AMENDED AND RESTATED
OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD
AGREEMENT
It is understood
and agreed that the Award of Restricted Stock evidenced by the
Restricted Stock Award Agreement to which this is annexed and a
part is subject to the following additional terms and
conditions:
1.
Forfeiture and Transfer Restrictions .
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Forfeiture
Restrictions . Except as provided ot
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