RESTRICTED STOCK AWARD
THIS RESTRICTED STOCK AWARD is made the 5th day of December, 2000 by and between American
Physicians Capital, Inc. ("Company") and the undersigned ("Grantee"), pursuant to the American Physicians
Capital, Inc. Stock Compensation Plan ("Plan"). Capitalized terms not defined in this Agreement shall have the
meanings respectively ascribed to them in the Plan.
WHEREAS, the Company desires to encourage the Grantee to make greater efforts on behalf of the Company
and its Affiliates to achieve the Company's long-term business plans and objectives and to further identify the
interests of Grantee with the interests of the Company's shareholders;
WHEREAS, the Company desires to grant this restricted stock award to the Grantee pursuant to the Plan, a
copy of which is attached hereto;
NOW, THEREFORE, it is agreed between the parties as follows:
1. GRANT OF RESTRICTED STOCK AWARD. Subject to the terms and conditions hereof, including without
limitation the restrictions set forth in Section 2(a) of this Agreement, the Company hereby grants to the Grantee a
total of ________________ shares of the Company's Common Stock.
2. RESTRICTIONS ON TRANSFER OF SHARES SUBJECT TO AWARD.
(A) The shares under the award shall not be transferred, pledged, assigned, or otherwise alienated or
hypothecated until the occurrence of the events set forth in this Section 2, at which time such restrictions shall
lapse. Except as set forth below, the restrictions on such shares shall lapse as follows, if the Grantee is still
employed with the Company or an Affiliate on such dates:
Restrictions shall be deemed to lapse at the close of business on such anniversary date. Notwithstanding the
foregoing, the restrictions set forth above shall immediately lapse in the event of any of the following events: (i) the
Grantee's death or termination of employment due to
Percentage of Award
Anniversary of Grant Date As