<PAGE> 1
As filed with the Securities and Exchange Commission on August 1, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FPIC INSURANCE GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3359111
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1000 Riverside Avenue, Suite 800, Jacksonville, Florida 32204
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 354-5910
FLORIDA PHYSICIANS INSURANCE COMPANY EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
William R. Russell
President and Chief Executive Officer
FPIC Insurance Group, Inc.
1000 Riverside Avenue, Suite 800
Jacksonville, Florida 32204
(904) 354-5910
(Name, address and telephone number of agent for service)
___________________________________
Copies to:
John R. Byers
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
50 N. Laura Street
Suite 2800
Jacksonville, Florida 32202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Proposed Proposed Amount of
Title of Securities Amount to Maximum Offering Price Maximum Aggregate Registration
to be Registered be Registered1 Per Share2 Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock,$0.10 par 120,000 shares $8.50 $1,020,000 $351.72
value
- --------------------------------------------------------------------------------------------------------------------------
1 Plus such indeterminate number of additional shares as may become available for sale pursuant to the anti- dilution
provisions of such Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminate amount of interests in the employee benefit plan described herein.
2 Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h).
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act of 1933")
and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this Registration
Statement the following documents heretofore filed with the Commission.
(a) The Registrant's prospectus which is part of the Registrant's
Amendment No. 4 to Registration Statement on Form S-1 (File
No. 333-4585) that was filed with the Commission on August 1,
1996.
(b) Description of the Registrant's Common Stock as set forth in
the Registration Statement on Form 8-A/A dated July 30, 1996.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Prospectus and to be a part
thereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed to constitute a part hereof except as so modified or superseded.
2
<PAGE> 3
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
Subsection (1) of Section 607.0850 of the Florida Business Corporation
Act (the "FBCA") empowers a corporation to indemnify any person who was or is a
party to any proceeding (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability incurred in connection
with such proceeding (including any appeal thereof) if he or she acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Subsection (2) of Section 607.0850 of the FBCA empowers a corporation
to indemnify any person who was or is a party to any proceeding by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that such person acted in any of the capacities set forth in the preceding
paragraph, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expenses of litigating
the proceeding including appeals, provided that the person acted under the
standards set forth in the preceding paragraph. However, no indemnification
may be made for any claim, issue or matter as to which such person is adjudged
to be liable unless, and only to the extent that, the court in which such
proceeding was brought, or any other court of competent jurisdiction,
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the court deems proper.
Section 607.0850(3) of the FBCA provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in the defense of any proceeding referred to in subsections (1)
and (2) of Section 607.0850 or in the defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses actually and
reasonably incurred by him or her in connection therewith. Subsection (4)
provides that any indemnification under
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subsections (1) and (2) of Section 607.0850, unless determined by a court,
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in subsections (1) and (2) of Section 607.0850.
Such determination shall be made:
(a) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to such proceeding;
(b) if such a quorum is not obtainable, or, even if
obtainable, by a majority vote of a committee duly designated by the
board of directors (in which directors who are parties may participate)
consisting solely of two or more directors not at the time parties to
the proceeding;
(c) by independent legal counsel:
(1) selected by the board of directors as
prescribed in paragraph (a) or a committee selected as
prescribed in paragraph (b); or
(2) if no quorum of directors can be obtained
under paragraph (a) no committee can be designated under
paragraph (b), by a majority vote of the full board of
directors (in which directors who are parties may
participate); or
(d) by the shareholders by a majority vote of a quorum of
shareholders who were not parties to such proceedings or if no quorum
is obtainable, by a majority vote of shareholders who were not parties
to such proceeding.
Expenses incurred by a director or officer in defending a civil or
criminal proceeding may be paid by the corporation in advance of the final
disposition thereof upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately determined that
such director or officer is not entitled to indemnification under Section
607.0850.
Section 607.0850(7) of the FBCA states that indemnification and
advancement of expenses are not exclusive and empowers the corporation to make
any other further indemnification or advancement of expenses of its directors,
officers, employees or agents under any bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, for actions in an official capacity
and in other capacities while holding an office. However, a corporation cannot
indemnify or advance expenses if a judgment or other final adjudication
establishes that the actions of the director, officer, employee or agent (a)
violated criminal law, unless the director, officer, employee or agent had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful,
4
<PAGE> 5
(b) derived an improper personal benefit from such transaction, (c) was or is a
director in a circumstance where the liability under Section 607.0834 of the
FBCA (relating to unlawful distributions) applies, or (d) engages in willful
misconduct or conscious disregard for the best interests of the corporation in
a proceeding by or in right of the corporation to procure a judgment in its
favor or in a proceeding by or in right of a shareholder.
Section 607.0850(9) of the FBCA permits any director, officer, employee
or agent who is or was a party to a proceeding to apply for indemnification or
advancement of expenses to any court of competent jurisdiction. Section
607.0850(12) of the FBCA permits a corporation to purchase and maintain
insurance for a director, officer, employee or agent against any liability
incurred in his or her official capacity or arising out of his or her status as
such regardless of the corporation's power to indemnify him or her against such
liability under this section.
The Company's articles provide that the Company's directors and
officers will not be liable for any monetary damages to the Company or its
shareholders to the full extent permitted by Florida law.
The Company's articles and bylaws provide that the Company's directors
and officers shall be indemnified to the fullest extent allowed by law. The
Company has also entered into indemnification agreements with its directors and
officers and has committed to obtaining directors and officers liability
insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
Exhibits required to be filed with the Registration Statement are
listed in the following Exhibit Index. Certain of such exhibits that have
heretofore been filed with the Commission and that are designated by reference
to their exhibit number in prior filings are hereby incorporated herein by
reference and made a part hereof.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
5
<PAGE> 6
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
6
<PAGE> 7
(c) The undersigned Registrant hereby undertakes to
deliver or cause to be delivered with the prospectus, to each person to whom
the prospectus is sent or given, a copy of the latest annual report to
shareholders that is incorporated in the prospectus and furnished pursuant to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to any provision or arrangement
for such indemnification, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
7
<PAGE> 8
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Jacksonville, State of Florida, on
the 25th day of July, 1996.
FPIC INSURANCE GROUP, INC.
(Registrant)
By: /s/ STEVEN R. SMITH
---------------------------------
Steven R. Smith
Executive Vice President
and Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
(Signature) (Title) (Date)
--------- ----- ----
<S> <C> <C>
* Chairman of the Board July 25, 1996
- ---------------------------------- of Directors
Gaston J. Acosta-Rua, M.D.
* Director July 25, 1996
- -----------------------------------
Richard J. Bagby, M.D.
* Director July 25, 1996
- ----------------------------------
Robert O. Baratta, M.D.
* Director July 25, 1996
- ----------------------------------
James W. Bridges, M.D.
* Vice President and July 25, 1996
- ---------------------------------- Chief Financial Officer
Robert B. Finch (Principal Financial Officer)
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
(Signature) (Title) (Date)
---------- ----- ----
<S> <C> <C>
* Director July 25, 1996
- ----------------------------------
Curtis E. Gause, D.D.S.
* Director July 25, 1996
- ----------------------------------
J. Stewart Hagen, M.D.
* Director July 25, 1996
- ----------------------------------
Louis C. Murray, M.D.
* President, Chief Executive July 25, 1996
- ---------------------------------- Officer and Director
William R. Russell (Principal Executive Officer)
* Controller (Principal July 25, 1996
- ---------------------------------- Accounting Officer)
Donald J. Sabia
* Director July 25, 1996
- ----------------------------------
Guy T. Selander, M.D.
* Director July 25, 1996
- ----------------------------------
David M. Shapiro, M.D.
* Director July 25, 1996
- ----------------------------------
D. L. Van Eldik, M.D.
* Vice Chairman of the July 25, 1996
- ---------------------------------- Board of Directors
James G. White, M.D.
* Director July 25, 1996
- ----------------------------------
Henry M. Yonge, M.D.
*By: /s/STEVEN R SMITH
------------------------------
Steven R. Smith
(Attorney-in-fact)
</TABLE>
9
<PAGE> 10
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Employee Stock Purchase Plan Committee has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jacksonville, State of Florida, on July 25, 1996.
FLORIDA PHYSICIANS INSURANCE
COMPANY EMPLOYEE STOCK
PURCHASE PLAN
By: /s/ STEVEN R. SMITH
-----------------------------------
Name: Steven R. Smith
Secretary to the Employee Stock
Purchase Plan Committee
10
<PAGE> 11
EXHIBIT INDEX
Exhibit No.
4(a) Restated Articles of Incorporation (incorporated by reference
to Exhibit 3(a) to Registration Statement on Form S-4 (File
No. 333-2040), first filed with the Commission on March 7,
1996).
4(b) Bylaws (incorporated by reference to Exhibit 3(b) to
Registration Statement on Form S-4 (File No. 333-2040), first
filed with the Commission on March 7, 1996).
4(c) Specimen certificate of the Common Stock to be registered
hereunder (incorporated by reference to Exhibit 4 of the
Registrant's Registration Statement on Form S-1 (File No.
333-4585), first filed with the Commission on May 24, 1996).
5 Opinion of Counsel.
23(a) Consent of KPMG Peat Marwick, L.L.P.
23(b) Consent of Counsel (included in Exhibit 5).
24 Powers of Attorney
99 Florida Physicians Insurance Company Employee Stock Purchase
Plan
JK2 77190.1
11
<PAGE> 1
Exhibit 5
OPINION OF COUNSEL
<PAGE> 2
EXHIBIT 5
LEBOEUF, LAMB, GREENE & MACRAE
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
50 N. LAURA STREET
SUITE 2800
JACKSONVILLE, FL 32202-3650
(904) 354-8000
FACSIMILE: (904) 353-1673
July 25, 1996
FPIC Insurance Group, Inc.
1000 Riverside Avenue
Jacksonville, FL 32204
Ladies and Gentlemen:
We have acted as counsel to FPIC Insurance Group, Inc., a Florida
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the offer and sale of 120,000 shares of
the Company's common stock, par value $0.10 per share (the "Common Stock"),
pursuant to the Florida Physicians Insurance Company Employee Stock Purchase
Plan (the "Plan").
We have examined such documents, corporate records and other
instruments, and have made such other and further investigations as we have
deemed relevant and necessary for the purposes of this opinion. We have
assumed, without inquiry, the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of all natural
persons and the conformity with authentic original documents of any copies
thereof submitted to us for our examination.
Based upon the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. The Company has been incorporated under the laws of the State
of Florida and the Company's status is active.
2. The Common Stock will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement shall have become effective
under the Securities Act; (ii) the Common Stock shall have been issued and sold
in the manner contemplated by the Plan; and
<PAGE> 3
FPIC Insurance Group, Inc.
July 25, 1996
Page 2
(iii) certificates representing the Common Stock shall have been executed,
countersigned and registered and delivered to the purchasers against payment of
the agreed consideration therefor.
The opinions rendered herein are limited to the laws of the State of
Florida and the Federal laws of the United States.
This opinion is being delivered in connection with the Registration
Statement and, accordingly, may not be used for any other purpose without our
prior written consent. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our
attention with respect to the opinions expressed above, including any changes
in applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Common Stock for the Company
and as having prepared this opinion, and to the use of this opinion as an
exhibit to the Registration Statement. We also consent to the use of our name
as counsel for the Company and to any references to this firm in the prospectus
that constitutes part of the Registration Statement.
In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae, L.L.P
<PAGE> 1
Exhibit 23(a)
CONSENT OF KPMG PEAT MARWICK, L.L.P.
<PAGE> 2
EXHIBIT 23(A)
The Board of Directors
Florida Physicians Insurance Group, Inc.:
We consent to the use of our report incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the Prospectus. Our
reports refers to a change in the accounting method for certain investments in
debt and equity securities and for reinsurance.
KPMG Peat Marwick LLP
Jacksonville, Florida
August 1, 1996
<PAGE> 1
EXHIBIT 24
SPECIAL POWER OF ATTORNEY
kNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc., (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each
and any of them, his or her true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ J. STEWART HAGEN, M.D.
---------------------------
J. Stewart Hagen, M.D.
<PAGE> 2
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and
any of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ Henry M. Yonge, M.D.
------------------------
Henry M. Yonge, M.D.
<PAGE> 3
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and
any of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ D.L. VAN ELDIK, M.D.
------------------------
D.L. Van Eldik, M.D.
<PAGE> 4
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer or
FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and appoints
Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and any of
them, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ Guy T. Selander, M.D.
-------------------------------
Guy T. Selander, M.D.
<PAGE> 5
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and
any of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ GASTON J. ACOSTA-RUA, M.D.
------------------------------
Gaston J. Acosta-Rua, M.D.
<PAGE> 6
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and
any of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ WILLIAM R. RUSSELL
-----------------------
William R. Russell
<PAGE> 7
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and
any of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ LOUIS C. MURRAY, M.D.
-------------------------
Louis C. Murray, M.D.
<PAGE> 8
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or
Officer of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes
and appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and
each and any of them, his or her true and lawful attorneys-in-fact and agents
with full power of subsititution and resubstitution, for him or her and in his
or her name, place and stead, to sign that ceretain Form S-8 Registration
Statement, on behalf of the Corporation's Employee Stock Purchase Plan, and any
and all amendments (including post-effective amendments) thereto relating to
the registration of up to 120,000 (one hundred and twenty t housand) shares of
the Corporation's Common Stock and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ JAMES G. WHITE
-------------------------------
James G. White, M.D.
<PAGE> 9
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer or
FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and appoints
Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and any of
them, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ Richard J. Bagby, M.D.
-------------------------------
Richard J. Bagby, M.D.
<PAGE> 10
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer or
FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and appoints
Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and any of
them, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ David M. Shapiro, M.D.
-------------------------------
David M. Shapiro, M.D.
<PAGE> 11
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and
any of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ JAMES W. BRIDGES, M.D.
---------------------------
James W. Bridges, M.D.
<PAGE> 12
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and
appoints Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and
any of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him or her and in his or her
name, place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ CURTIS E. GAUSE, D.D.S.
---------------------------
Curtis E. Gause, D.D.S.
<PAGE> 13
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer or
FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and appoints
Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and any of
them, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ Robert B. Finch
-------------------------------
Robert B. Finch
<PAGE> 14
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer or
FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and appoints
Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and any of
them, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ Donald J. Sabia
-------------------------------
Donald J. Sabia
<PAGE> 15
SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer or
FPIC Insurance Group, Inc. (the "Corporation") hereby constitutes and appoints
Steven R. Smith, Steven M. Rosenbloom and Robert B. Finch, and each and any of
them, his or her true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, to sign that certain Form S-8 Registration Statement, on
behalf of the Corporation's Employee Stock Purchase Plan, and any and all
amendments (including post-effective amendments) thereto relating to the
registration of up to 120,000 (one hundred and twenty thousand) shares of the
Corporation's Common Stock and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have executed this special power of attorney this
20th day of July, 1996.
/s/ Robert O. Baratta, M.D.
-------------------------------
Robert O. Baratta, M.D.
<PAGE> 1
FLORIDA PHYSICIANS INSURANCE COMPANY
EMPLOYEE STOCK PURCHASE PLAN
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
1. DESIGNATION AND PURPOSE OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. SHARES AVAILABLE FOR PURCHASE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5. GRANTING OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6. OPTIONS NOT TRANSFERABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
7. EFFECTIVENESS, AMENDMENT, SUSPENSION AND TERMINATION
OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. PROVISIONS WITH RESPECT TO GRANTING OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
9. EXERCISE OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. CONDITIONS ON THE EXERCISE OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11. ISSUANCE OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
12. RIGHTS OF EMPLOYEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. INTERPRETATION OF THE PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
<PAGE> 3
FLORIDA PHYSICIANS INSURANCE COMPANY
EMPLOYEE STOCK PURCHASE PLAN
1. DESIGNATION AND PURPOSE OF THE PLAN
1.1 The Plan shall be known as the "FLORIDA PHYSICIANS INSURANCE
COMPANY EMPLOYEE STOCK PURCHASE PLAN". The purpose of the Plan is to encourage
Employees of Florida Physicians Insurance Company and of certain Subsidiaries to
purchase and own the Stock of the Company, thereby promoting their increased
interest in the Company's affairs, growth and development. It is the intention
of the Company that the Plan qualify as an "employee stock purchase plan" under
Section 423 of the Code.
2. DEFINITIONS
2.1 For purposes of the Plan the following terms shall have the
definition which is attributed to them, unless another definition is clearly
indicated by a particular usage and context.
(a) "Board" means the Company's Board of Directors.
(b) "Code" means the Internal Revenue Code of 1986, as
amended.
(c) "Committee" means the Employee Stock Purchase Plan
Committee, a committee appointed by the Board consisting of two or
more members of the Board who are not Employees of the Company. The
Committee shall administer the Plan.
(d) "Company" means Florida Physicians Insurance Company
until the Restructure and on and after the Restructure, FPIC Insurance
Group, Inc.
(e) "Date of Subscription" means the date on which the
Company has received a duly executed subscription agreement, or if
later, the effective date of such subscription agreement, and full
payment of the purchase price.
(f) "Effective Date of Grant" means the date on which the
Committee makes an award of an Option.
(g) "Eligible Employee" means all Employees
(i) who have been employed not less than two years,
and
(ii) whose customary employment is more than
20 hours per week.
1
<PAGE> 4
(h) "Employee" means any individual within the meaning of
Code Section 423 who performs services for the Company, or for a Parent or
Subsidiary the employees of which have been designated by the Board as
participating, and is included on the regular payroll of the Company, a Parent
or Subsidiary.
(i) "Exchange Act" means the Securities Exchange Act of
1934, as amended.
(j) "Fair Market Value" means on, or with respect to,
any given date:
(i) If determined on the date of the IPO, the
initial offering price to the public.
(ii) If not on the date of the IPO and 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 date or, if no trade
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 ten business
days preceding such date, Fair Market Value shall be
determined under (iv) below.
(iii) If not on the date of the IPO and 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 as reported by the
National Association of SecuritiesDealers 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 ten business days
preceding such date, Fair Market Value shall be determined
under (iv) below.
(iv) If (i), (ii), and (iii) 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. To the extent that
Code Section 423, or the regulations thereunder, require
another method or
2
<PAGE> 5
determination of fair market value, such requirements shall be
used.
(k) "IPO" means the initial public offering of the
Company's common stock pursuant to a registration statement on Form
S-1 filed by the Company with the U.S. Securities and Exchange
Commission.
(l) "Option" means the right to purchase from the Company
a stated number of Shares at a specified price. An Option may be
granted to an Employee subject to the terms of this Plan, and such
other conditions and restrictions as the Committee deems appropriate.
(m) "Option Price" means the purchase price per Share
subject to an Option, as described in Section 4.1.
(n) "Parent" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company
if, at the time of a granting of an Option, each of the corporations
(other than the Company) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.
(o) "Plan" means Florida Physicians Insurance Company
Employee Stock Purchase Plan, as evidenced herein and as amended from
time to time.
(p) "Restructure" means the corporate reorganization
pursuant to which Florida Physicians Insurance Company shall become
the wholly owned subsidiary of FPIC Insurance Group, Inc.
(q) "SEC Rule 16b-3" means Rule 16b-3 of the Securities
and Exchange Commission promulgated under the Exchange Act.
(r) "Section 16 Person" means a person subject to Section
16b of the Exchange Act with respect to transactions involving equity
securities of the Company.
(s) "Share" means one share of the $1.00 par value common
stock of the Company. On and after the Restructure, "Share" means one
share of the $0.10 par value common stock of FPIC Insurance Group,
Inc.
(t) "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Company if, at the time of
the granting of an Option, each of the corporations (other than the
last corporation) in the unbroken chain owns stock possessing 50% or
more of the total combined voting
3
<PAGE> 6
power of all classes of stock in one of the other corporations in such
chain.
3. SHARES AVAILABLE FOR PURCHASE
3.1 Subject to Sections 3.2 and 3.3, prior to the Restructure the
maximum number of Shares that may be issued upon the exercise of options
granted herein shall be 24,000 Shares and on and after the Restructure the
maximum number of Shares that may be issued upon the exercise of Options
granted herein shall be 120,000 Shares.
3.2 In the event that the Shares shall be split up, divided, combined
or otherwise reclassified through recapitalization, merger, consolidation,
stock dividend or split, combination or exchange of Shares or spin-off or
otherwise, the Committee may make such equitable adjustments in the Plan and
the then outstanding offerings as it deems necessary and appropriate including,
but not limited to, changing the number of Shares reserved under the Plan and
the price of the current offering; provided that any such adjustment shall be
consistent with Sections 423 and 424 of the Code and the regulations thereunder
or as required pursuant to, or is advisable as a result of, generally accepted
accounting principles applicable to the Company.
3.3 If an Option shall for any reason terminate or expire, any
Share covered by such Option immediately prior to its termination or expiration
shall again become available for sale pursuant to the exercise of other Options
granted or to be granted pursuant to the Plan.
3.4 For Options issued prior to the Restructure, any Option still
unexercised and outstanding on the effective date of the Restructure shall be
deemed to be an Option to purchase FPIC Insurance Group, Inc. shares as
adjusted pursuant to Section 3.2.
4. OPTION PRICE
4.1 The Option Price per Share covered by any Option granted under
the Plan shall not be less than the lesser of (i) an amount equal to 85% of the
Fair Market Value of a Share at the time such Option is granted, or (ii) an
amount equal to 85% of the Fair Market Value of a Share at the time such Option
is exercised.
5. GRANTING OF OPTIONS
5.1 The Committee may, by decision of a majority thereof, determine
in its sole and final discretion whether or not to grant Options to Eligible
Employees. Only Employees of the Company shall be eligible to participate in
the Plan. The Committee, in its sole and absolute discretion, may approve such
limitations and
4
<PAGE> 7
restrictions on the Options and/or the Shares issued pursuant to the exercise
of Options as the Committee shall determine, including, but not limited to,
restrictions on the resale of Shares obtained upon the exercise of an Option
for a period of time after exercise.
5.2 All Employees who are Eligible Employees on the Effective Date of
Grant shall receive a grant subject to the following terms and conditions:
(a) The Committee shall have the authority to limit the
maximum number of Shares to be issued and sold upon the
exercise of Options granted to a number not to exceed the
number of Shares then authorized for sale pursuant to the
Plan. The Committee may further limit the number of Shares
which may be purchased by any Employee during an offering
period in accordance with Code Section 423(b)(5).
(b) No Eligible Employee shall be granted an Option if
such Employee, immediately after the grant of such Option,
would own, within the meaning of Section 423(b)(3) of the Code,
stock possessing 5% or more of the total combined voting power
or value of all classes of stock of the Company or of a Parent
or a Subsidiary of the Company.
(c) No Employee may purchase in any calendar year more
than the number of Shares determined by dividing the
Employees's annual base salary as of the first day of the
calendar year, or $25,000, whichever is less, by the Fair
Market Value of a Share at such day.
(d) No Employee shall be granted an Option which would
permit such Employee's rights to purchase Shares of any class
of the Company or of a Parent corporation or of a Subsidiary
corporation of the Company pursuant to all stock purchase
plans of the Company for which such Employee is eligible to
participate and of any such Parent or Subsidiary to accrue
at a rate which would exceed an aggregate of $25,000 of fair
market value of such securities (determined at the time such
Option is granted) in any calendar year.
(e) All Employees granted Options shall have the same
rights and privileges pursuant to Code Section 423(b)(5).
6. OPTIONS NOT TRANSFERABLE
6.1 No Option granted to an Employee to purchase shares of Stock
pursuant to the Plan may be sold, pledged, assigned or transferred in any
manner during his lifetime, however, such Option
5
<PAGE> 8
may be transferable by will or the laws of descent and distribution.
7. EFFECTIVENESS, AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
7.1 The effectiveness of the Plan is subject to the condition that it
shall have been approved by the shareholders of the Company within twelve
months after its adoption. Unless such approval by the shareholders shall have
been obtained, this Plan and any Option granted pursuant thereto shall be null
and void and without effect.
7.2 The Plan may be amended by the Board, without shareholder
approval, at any time and in any respect, unless shareholder approval of the
amendment in question is required under Florida law, the Code (including
without limitation, Code Section 423 and Treasury Regulation Section
1.423-2(c)(4) thereunder), any exemption from Section 16 of the Exchange Act
(including without limitation, SEC Rule 16b-3) for which the Company intends
Section 16 Persons to qualify, any national securities exchange or system on
which Shares are then listed or reported, by any regulatory body having
jurisdiction with respect to the Plan, or under any other applicable laws,
rules or regulations.
7.3 The Plan provisions that determine the amount, price and
timing of option grants to Section 16 Persons may not be amended more than once
every six months, other than to comport with changes in the Code, the Employee
Retirement Income Security Act of 1974, or the rules thereunder, unless the
Company's legal counsel determines that such restriction on amendments is not
necessary to secure or maintain any exemption from Section 16 of the Exchange
Act for which the Company intends Section 16 Persons to qualify.
7.4 The Plan may be terminated at any time, provided however, that
no such termination shall in any way affect the rights of the holders of
outstanding options to purchase shares in accordance with the provisions
hereof.
8. PROVISIONS WITH RESPECT TO GRANTING OF OPTIONS
8.1 Options shall be granted pursuant to the Plan only in accordance
with the provisions set forth in Section 5 and this Section 8 of the Plan.
8.2 If the Committee shall determine to grant Options as provided in
the Plan, such determination, and the exercise price per Share covered thereby
and the duration of the Option, shall be communicated to all Eligible Employees
within a reasonable time thereafter by posting written notice thereof in a
conspicuous place in all offices and other facilities where any Eligible
Employees
6
<PAGE> 9
are employed or by giving written notice in such other manner as the Committee
in its sole discretion shall deem advisable.
8.3 No Option shall be granted pursuant to the Plan unless in the
opinion of the Company's legal counsel a Registration Statement under the
Securities Act of 1933, as amended, with respect to the Shares covered thereby
shall have been filed with the Securities and Exchange Commission or unless an
exemption from registration in accordance with regulations duly promulgated by
said Commission under said Act shall then be applicable, and no Option granted
pursuant to the Plan shall be exercisable, and no Shares shall be sold or
issued upon the exercise of any Option, unless in the opinion of the Company's
legal counsel such a Registration Statement shall be in effect and a prospectus
with respect to such Shares, which at the time of such exercise, sale or issue,
as the case may be, meets the requirements of Section 10(a) of said Act, shall
then be available for delivery to Eligible Employees or unless an exemption
from registration in accordance with regulations duly promulgated by said
Commission under said Act shall then be applicable.
9. EXERCISE OF OPTIONS
9.1 Subject to the provisions of Section 8 hereof and to the
conditions set forth in Section 10 hereof, any Eligible Employee who holds an
Option may exercise said Option for which it was granted in whole at any time,
or in part from time to time, by delivering a duly executed subscription
agreement to the Company or its duly authorized agent or representative, such
subscription agreement to be accompanied by payment in full in cash for such
shares at the exercise price per Share therefor.
9.2 The Company may in its discretion establish payroll deduction
accounts on its books for all participating Employees. Employee contributions
credited to such payroll deduction accounts shall not exceed 10% of participant
Employee's base salary or such lesser amount as the Committee may prescribe.
10. CONDITIONS ON THE EXERCISE OF OPTIONS
10.1 The Committee in its discretion shall determine the latest
date an Option may be exercised, provided, however, no Option may be exercised
after the expiration of 27 months from the date such Option is granted.
10.2 Each Employee exercising an Option must on each Date of
Subscription be an Eligible Employee.
11. ISSUANCE OF CERTIFICATES
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11.1 Certificates for Shares purchased by an Eligible Employee
upon exercise of an Option shall be issued and delivered to such Employee as
soon as practicable after such exercise. The Committee may place such legends
on such certificates as the Committee in its sole discretion deems necessary or
appropriate.
12. RIGHTS OF EMPLOYEES
12.1 An Eligible Employee shall not have any rights as a Shareholder
of the Company by virtue of any Option until the date of issue of the
certificate or certificates for the shares of Stock purchased by him pursuant
to its exercise.
13. INTERPRETATION OF THE PLAN
13.1 Determinations of the Committee as to any question which may
arise with respect to the interpretation or administration of any provisions of
the Plan shall, unless otherwise determined by the Board, be final. The
Company may prescribe administrative rules under the Plan.
The Plan is adopted effective as of January 13, 1996.
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