Fpic Insurance Group, Inc. Amended And Restated Director Stock Option Plan (june 1, 2005)

Exhibit 10(gggg)
FPIC INSURANCE GROUP, INC. AMENDED AND RESTATED DIRECTOR STOCK PLAN


TABLE OF CONTENTS
1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION 3 4. ELIGIBILITY 3 5. SHARES SUBJECT TO THE PLAN; ANTI-DILUTION ADJUSTMENTS 4 6. AWARDS UNDER THE PLAN 4 7. STOCK OPTIONS 4 8. STOCK APPRECIATION RIGHTS 6 9. CONTINGENT STOCK AWARDS 7 10. RESTRICTED STOCK AWARDS 8 11. NONASSIGNABILITY 9 12. AMENDMENT OR DISCONTINUANCE OF PLAN 9 13. NO OBLIGATION TO EXERCISE OPTION OR SAR 9 14. RIGHTS OF A SHAREHOLDER 9 15. EFFECTIVE DATE; DURATION OF THE PLAN 10 16. EFFECT OF PLAN 10 17. SUCCESSORS 10 18. LEGAL CONSTRUCTION 10


FPIC INSURANCE GROUP, INC. AMENDED AND RESTATED DIRECTOR STOCK PLAN 1. PURPOSE 1.1 The purpose of the FPIC Insurance Group, Inc. Amended and Restated Director Stock Plan is to provide an incentive to Directors of the Company who are in a position to contribute materially to expanding and improving the Company' s profits, to aid in attracting and retaining Directors of outstanding ability and to encourage ownership of Shares by Directors. The Plan originally became effective on January 13, 1996. The Plan, as amended and restated, is effective as of April 22, 2005, subject to the approval of the amended and restated Plan by the shareholders of the Company. The Plan shall remain in effect as provided in Section 15.2 herein. 2. DEFINITIONS 2.1 For purposes of the Plan, the following terms shall have the definition that is attributed to them, unless another definition is clearly indicated by a particular usage and context. (a) " Award " means a grant of Restricted Stock, Contingent Stock, an Option or an SAR. (b) " Board " means the Company' s Board of Directors. (c) " Code " means the Internal Revenue Code of 1986, as amended. (d) " Committee " means the Committee, as specified in Section 3.1, appointed by the Board to administer the Plan. (e) " Company " means FPIC Insurance Group, Inc. (f) " Contingent Stock " means stock issued, subject to certain conditions, to a Grantee pursuant to Section 9 hereof. (g) " Directors " means the members of the Board and members of the Board of Directors of First Professionals Insurance Company, Inc. who are not also members of the Board, in each case who are not employees either of the Company or an affiliate thereof. (h) " Dividend Equivalent " means, with respect to Shares subject to an Award, a right to be paid an amount equal to the dividends declared and paid on an equal number of outstanding Shares. (i) " Fair Market Value " means on, or with respect to, any given date: (i) If the Shares are listed on a national stock exchange, the closing market price of such Shares as reported on the composite tape for issues listed on such exchange on such 1 date or, if no trades shall have been reported for such date, on the next preceding date on which there were trades reported; provided, that if no such quotations shall have been made within the 10 business days preceding such date, Fair Market Value shall be determined under (iii) below. (ii) If the Shares are not listed on a national stock exchange but are traded on the over-the-counter market, the mean between the closing dealer bid and asked price of such Shares of Common Stock as reported by the National Association of Securities Dealers through their Automated Quotation System for such date, or if no quotations shall have been made on such date, on the next preceding date on which there were quotations; provided that, if no such quotations shall have been made within the 10 business days preceding such date, Fair Market Value shall be determined under (iii) below. (iii) If (i) or (ii) do not apply, the Fair Market Value of a Share without regard to any control premium or discount for lack of control as determined by the Committee in good faith consistent with the valuation by the Company as provided by a third party appraiser for other corporate purposes before adjustments or any discounts applied due to lack of marketability. The Committee may rely upon the most recent valuation and there shall be no requirement to cause a more recent valuation to be made. (j) " Grantee " means a Director who has received an Award. (k) " Option " means the right to purchase from the Company Shares at a specified price and subject to the terms of the Plan and such other conditions and restrictions as the Committee deems appropriate. (l) " Option Price " means the purchase price per Share subject to an Option. (m) " Optionee " means a Director who has been awarded an Option under the Plan. (n) " Optioned Shares " means Shares subject to outstanding Options. (o) " Permanent and Total Disability " shall have the same meaning as given to that term by Code Section 22(e)(3) and any regulations or rulings promulgated thereunder. 2 (p) " Plan " means the FPIC Insurance Group, Inc. Amended and Restated Director Stock Plan, as amended from time to time. (q) " Restricted Stock " means Shares issued, subject to restrictions, to a Grantee pursuant to Section 10 hereof. (r) " SAR " means a stock appreciation right. (s) " Share " means one share of $0.10 par value common stock of FPIC Insurance Group, Inc. 3. ADMINISTRATION 3.1 The Plan shall be administered by the Board or such committee as the Board shall select consisting solely of two or more members of the Board. The Board or any such committee, as the case may be, shall be referred to as the " Committee" for purposes of this Plan. To the extent a Committee other than the Board is authorized to administer the Plan, the members of such Committee shall be appointed from time to time by and shall serve at the discretion of, the Board. 3.2 The action of a majority of the Committee at which a quorum is present, or acts reduced to or so approved in writing by a majority of the Committee, shall be the valid acts of the Committee. 3.3 The Committee shall have full and final authority in its discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without limitation, discretion to: (a) conclusively interpret the provisions of the Plan and any agreement entered into under the Plan and to decide all questions of fact arising in its application; (b) determine the individuals to whom Awards shall be made under the Plan; (c) determine the type of Award to be made to such Directors and the amount, size and terms of each Award; (d) determine the time when Awards will be granted to Directors; and (e) make all other determinations necessary or advisable for the administration of the Plan. 4. ELIGIBILITY 4.1 Each Grantee shall be a Director. 3 5. SHARES SUBJECT TO THE PLAN; ANTI-DILUTION ADJUSTMENTS 5.1 Subject to adjustment pursuant to Section 5.5 hereof, the aggregate number of Shares that may be issued under Awards granted pursuant to the Plan shall not exceed 915,000 Shares. 5.2 Shares may be authorized and unissued Shares or treasury shares. 5.3 The maximum number of Shares that may be awarded pursuant to the Contingent Stock or Restricted Stock Award provisions of Sections 9 and 10 shall be twenty-five percent (25%) of the total Shares authorized for issuance under the Plan. 5.4 Any Shares subject to an Award that for any reason expires or is terminated unexercised or unvested as to such Shares shall not be treated as having been issued under the Plan. Similarly, Shares withheld by the Company upon exercise of an Option to satisfy the Option Price shall not be treated as having been issued under the Plan. 5.5 In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, spin-off, stock split, reverse stock split, share combination, share exchange, extraordinary dividend, or any change in the corporate structure affecting the Shares, such adjustment shall be made in the number and kind of Shares that may be delivered under the Plan as set forth in Section 5.1 and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards, the Option Price, grant price or other price of Shares subject to outstanding Awards, any performance conditions relating to Shares, the market price of Shares, or per-Share results and other terms and conditions of outstanding Awards, as may be determined to be appropriate and equitable by the Committee, in its sole discretion, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to any Award shall always be rounded down to a whole number. 6. AWARDS UNDER THE PLAN 6.1 Awards under the Plan may be in the form of Options, Contingent Stock, Restricted Stock and SARs, or such other forms as the Committee may in its discretion deem appropriate but in any event that are consistent with the Plan's purpose, including any combination of the above. 7. STOCK OPTIONS 7.1 Options granted pursuant to the Plan shall be evidenced by agreements in such form as the Committee shall from time to time approve, which agreements shall contain or shall be subject to the following terms and con ...