Exhibit 10.9
AMERISAFE, INC.
2005 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
1. PURPOSE. The purpose of this 2005 Non-Employee Director Restricted
Stock Plan is to attract and retain qualified individuals who are not
employed by the Company to serve as Directors.
2. DEFINITIONS. As used in this Plan,
(a) "Annual Grant" means a grant of Restricted Stock to a
Non-Employee Director in accordance with Section 5 of this Plan.
(b) "Annual Meeting" means the Company's annual meeting of
shareholders.
(c) "Award" means any award of an Initial Grant or Annual Grant
under this Plan.
(d) "Award Agreement" means a written agreement between the
Company and a Non-Employee Director setting forth the terms,
conditions and restrictions of the Award granted to the Non-Employee
Director.
(e) "Board" means the Board of Directors of the Company.
(f) "Change in Control" shall have the meaning provided in
Section 6 of this Plan.
(g) "Common Shares" means the shares of common stock, par value
$0.01 per share, of the Company or any security into which such
Common Shares may be changed by reason of any transaction or event
of the type referred to in Section 3(b) of this Plan.
(h) "Company" means AMERISAFE, Inc., a Texas corporation.
(i) "Date of Grant" means (i) with respect to an Initial Grant,
the close of business on the date on which the Non-Employee
Director is first elected or appointed to the Board, and (ii)
with respect to an Annual Grant, the date on which the Annual
Meeting in any calendar year is first convened.
(j) "Director" means a member of the Board.
(k) "Effective Date" means __________, 2005.
(l) "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder, as such law,
rules and regulations may be amended from time to time.
(m) "Incumbent Directors" means the individuals who, as of the
Effective Date, are Directors of the Company and any individual
becoming a Director subsequent to the date thereof whose election,
nomination for election by the Company's shareholders, or
appointment, was approved by a vote of at least two-thirds of the
then Incumbent Directors (either by a specific vote or by approval
of the proxy statement of the Company in which such person is named
as a nominee for Director, without objection to such nomination);
provided, however, that an individual shall not be an Incumbent
Director if such individual's election or appointment to the Board
occurs as a result of an actual or threatened election contest (as
described in Rule 14a-12(c) of the Exchange Act) with respect to the
election or removal of Directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board.
(n) "Initial Grant" means a grant of shares of Restricted Stock to
a Non-Employee Director in accordance with Section 4 of this Plan.
(o) "Market Value per Share" means, as of any particular date, (i)
the closing sale price per Common Share on that date (or if there
are no sales on that date, on the next preceding trading date during
which a sale occurred) as reported on the Nasdaq National Market
System, or if the Common Shares are not then-traded on the Nasdaq
National Market System, the principal exchange on which the Common
Shares are then trading, or (ii) if clause (i) does not apply, the
fair value of the Common Shares as determined by the Board.
(p) "Non-Employee Director" means each member of the Board from
time to time who is not an employee of the Company or any of its
Affiliates.
(q) "Person" means any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).
(r) "Plan" means this 2005 Non-Employee Director Plan.
(s) "Restricted Stock" means Common Shares as to which neither the
substantial risk of forfeiture nor the prohibition on transfers
referred to in Section 4 or Section 5 of this Plan has lapsed.
(t) "Subsidiary" means a corporation, company or other entity (i)
more than 50 percent of whose outstanding shares or other securities
(representing the right to vote for the election of directors or
other managing authority) are, or (ii) which does not have
outstanding shares or other securities (as may be the case in a
partnership, limited liability company, business trust or other
legal entity), but more than 50 percent of whose ownership interest
representing the right generally to make decisions for such entity
is, now or hereafter, owned or controlled, directly or indirectly,
by the Company.
(u) "Total Disability" means the permanent or total disability of
a Non-Employee Director, as determined by the Board in good faith.
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(v) "Voting Securities" means, at any time, (i) the securities
entitled to vote generally in the election of Directors in the case
of the Company, or (ii) the securities entitled to vote generally in
the election of members of the board of directors or similar body in
the case of another legal entity.
3. SHARES AVAILABLE UNDER THE PLAN.
(a) Subject to adjustment as provided in Section 3(b) of this
Plan, the number of Common Shares that may be issued or transferred
as Restricted Stock and released from substantial risk of forfeiture
thereof shall not exceed in the aggregate ______ Common Shares. Such
shares may be authorized but unissued shares or treasury shares or a
combination of the foregoing.
(b) The number of shares available in Section 3(a) above shall be
adjusted to account for shares relating to Awards that are
forfeited. The number and type of shares available in Section 3(a)
shall also automatically be adjusted to reflect (a) any stock split,
combination of shares, recapitalization or other change in the
capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or
complete liquidation or other distribution of assets, issuance of
rights or warrants to purchase securities, or (c) any other
corporate transaction or event having an effect similar to any of
the foregoing.
4. INITIAL GRANTS
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