Form Of Executive Performance Stock Incentive Plan

INSPIRE INSURANCE SOLUTIONS, INC.
EXECUTIVE PERFORMANCE STOCK INCENTIVE PLAN


Section 1. Purposes.


The INSpire Insurance Solutions, Inc. Executive Performance Stock Incentive Plan (the "Plan") was established by the Board of Directors of INSpire Insurance Solutions, Inc. (the "Company"), effective as of January 1, 1999, subject to approval by the shareholders of the Company. The purpose of the Plan is to provide incentivized, at-risk compensation for a select group of management or highly compensated employees of the Company or its Subsidiaries whom the Company believes can contribute materially to the continued growth, development and success of the Company.


Section 2. Definitions.


As used in this Plan, the following terms shall have the meanings indicated below:


(a) "Base Award" shall mean a Base Award as described in Section 4 hereto.


(b) "Base Compensation" shall mean the Participant's base salary payable by the Company or its Subsidiaries, without regard to any bonuses or incentive plan compensation, and prior to the Elective Deferral the Participant agrees to the terms of this Plan.


(c) "Committee" shall mean the Compensation Committee of the Company's Board of Directors.


(d) "Designated Beneficiary" shall mean a beneficiary or beneficiaries designated by a Participant, in accordance with the terms and conditions of Section 15 of the Plan, to receive the Participant's Plan Account in the event of the Participant's death, or in the absence of an effective designation by the Participant, the Participant's surviving spouse, or if there is no surviving spouse, the Participant's estate.


(e) "Election to Defer Base Compensation" shall mean that written election (documented by a form adopted from time-to-time by the Company's management or the Committee) which documents a Participant's annual and irrevocable election to participate in the Plan and to defer his or her Base Compensation in accordance with the terms and conditions of the Plan.


(f) "Elective Deferral" shall mean the portion of a Participant's Base Compensation that the Participant elects to forego with respect to a Performance Period in accordance with the terms and conditions of the Plan.


(g) "Fair Market Value" shall mean Fair Market Value as defined in the Inspire Insurance Solutions, Inc. Second Amended and Restated 1997 Stock Option Plan.


(h) "Participant" shall mean a participant as described in Section 3 hereof.


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(i) "Performance Period" shall mean the period during which the achievement of the Target Performance Goal(s) selected by the Committee with respect to any award pursuant to the Plan is to be measured.


(j) "Performance Stock" shall mean shares of Common Stock of the Company, par value $.01 per share that are awarded pursuant to this Plan.


(k) "Plan Account" shall mean a general ledger account established for a Participant in accordance with the terms and conditions of Section 11 of the Plan.


(l) "Securities Act" shall mean the Securities Act of 1933, as amended from time to time.


(m) "Subsidiaries" shall mean those corporations, more than 50% of whose outstanding voting securities the Company has the right, directly or indirectly, to vote for the elections of directors, and who are identified by the Committee to be covered by this Plan.


(n) "Success Award" shall mean a Success Award as described in Section 4 hereto.


(o) "Target Performance Goal(s)" shall mean a performance goal established by the Committee, at any time ending on or before the 90th day of the applicable Performance Period (but in no event after 25% of the Performance Period has elapsed), based on any or all of the following business criteria, which may apply to the individual in question, an identifiable business unit or the Company as a whole: stock price, market share, sales, earnings per share, return on equity or costs, return on invested capital or net assets employed, cumulative total return to shareholders, whether compared to preselected peer groups or not, consolidated pre-tax earnings, net revenues, net earnings, operating income, earnings before interest and taxes, and cash flow, for the applicable performance period, all as computed in accordance with generally accepted accounting principles as in effect from time to time and as applied by the Company in the preparation of its financial statements and subject to such other special rules and conditions as the Committee may establish at any time ending on or before the deadline described above for the establishment of the Performance Goal. The foregoing shall constitute the sole business criteria upon which the performance goals under this Plan shall be based.


Section 3. Eligibility and Participation.


Participants in the Plan shall include (i) directors of the Company and (ii) employees of the Company and its Subsidiaries if they hold an officer position of Vice President or higher in the Company or its Subsidiaries. Participants may participate in the Plan for a specified Performance Period by timely filing with the Company an El ...