Exhibit 10.3(f)
Form Revised January 2008
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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N/A
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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 2008 for recipients
of awards of Restricted Stock; provided
, that such
requirements and restrictions must be uniform for all recipients of
such awards made during 2008. 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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A.
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Forfeiture
Restrictions . Except as provided otherwise in
the Participant's employment, severance or
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