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FPIC > SEC Filings for FPIC > Form 8-K on 9-Mar-2009All Recent SEC Filings

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Form 8-K for FPIC INSURANCE GROUP INC


9-Mar-2009

Change in Directors or Principal Officers, Financial Statements and Exhi


Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Compensation Actions Regarding Named Executive Officers

On March 3, 2009, the Compensation Committee (the "Committee") of the Board of Directors of FPIC Insurance Group, Inc. (the "Company") took the actions described below.

The executive officers defined as "named executive officers" in Item 402(a)(3) of Regulation S-K and who were named in the summary compensation table in the proxy statement for the Company's 2008 Annual Meeting of Shareholders are referred to below in this Current Report on Form 8-K as "the named executive officers."

Amendment and Restatement of 2008 Senior Executive Annual Incentive Plan:

The Committee approved the amendment and restatement of the Company's 2008 Senior Executive Annual Incentive Plan (the "Incentive Plan"). Under the Incentive Plan, the Company may grant annual cash incentive awards to its executive officers based on the satisfaction of pre-established performance goals.

The only substantive change made by the amendment and restatement is to eliminate the Committee's discretion to pay an award under the Incentive Plan to participants whose employment terminates prior to payment of that award.

This description of the amendment and restatement of the 2008 Senior Executive Annual Incentive Plan is qualified by the text of the Amended and Restated 2008 Senior Executive Annual Incentive Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.

2009 Cash Bonus Levels:

The Committee approved target cash bonus award levels for the named executive officers for 2009 under the Company's Amended and Restated 2008 Senior Executive Annual Incentive Plan. The bonuses established for the named executive officers will be based on the achievement by the Company of certain financial performance and strategic goals, including among other things the achievement of specified levels of total revenues, operating earnings per diluted share and return on average equity. Mr. White's bonus will also be based in part on his achievement of certain personal performance objectives. The target bonus established for Mr. Byers is 100%, and those for Messrs. Divita and White are 50%, of their respective base salaries; depending upon achievement of the goals established by the Committee, actual bonuses may be from 50% to 150% of the target bonuses, provided that if minimum performance levels are not achieved, no bonus will be awarded.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description of Exhibit

10.1* Amended and Restated 2008 Senior Executive Annual Incentive Plan



* Management contract or compensatory plan or arrangement

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