FIRST ACCEPTANCE CORP /DE/
EX-10.1 FORM OF RESTRICTED STOCK AGREEMENT
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<FILENAME>g91637exv10w1.txt
<DESCRIPTION>EX-10.1 FORM OF RESTRICTED STOCK AGREEMENT
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                                                                    EXHIBIT 10.1

                        RESTRICTED STOCK AWARD AGREEMENT


         THIS RESTRICTED STOCK AWARD AGREEMENT (this "Agreement") is made and
entered into as of the ____ day of ____, _____ (the "Date of Grant"), between
First Acceptance Corporation, a Delaware corporation (the "Company"), and
___________________, (the "Participant"). Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the First
Acceptance Corporation 2002 Long Term Incentive Plan, as amended (the "Plan").

         WHEREAS, the Company has adopted the Plan, which permits the issuance
of restricted shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"); and

         WHEREAS, pursuant to the Plan, the Board has granted an award of
restricted stock to the Participant as provided herein;

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:

         1. Grant of Restricted Stock.

            (a) The Company hereby grants to the Participant an award (the
"Award") of 500 shares of Common Stock of the Company (the "Stock" or the
"Restricted Stock") on the terms and conditions set forth in this Agreement and
as otherwise provided in the Plan.

            (b) The Participant's rights with respect to the Award shall remain
forfeitable at all times prior to the date on which the restrictions shall lapse
in accordance with Section 3 hereof.


         2. Terms and Rights as a Stockholder.

            (a) Except as provided herein and subject to such other exceptions
as may be determined by the Committee in its discretion, the "Restriction
Period" for Restricted Shares granted herein shall expire on the date that is
six (6) months after the Date of Grant (as may be adjusted in accordance with
Section 7 hereof.)

            (b) The Participant shall have all rights of a stockholder with
respect to the Restricted Stock, including the right to receive dividends and
the right to vote such Stock, subject to the following restrictions:


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                  (i)      the Participant shall not be entitled to delivery of
                           the stock certificate for any Stock until the
                           expiration of the Restriction Period as to such
                           Stock;

                  (ii)     none of the Restricted Stock may be sold, assigned,
                           transferred, pledged, hypothecated or otherwise
                           encumbered or disposed of during the Restriction
                           Period as to such Stock; and

                  (iii)    except as otherwise determined by the Committee at or
                           after the grant of the Award hereunder, all of the
                           Restricted Stock shall be forfeited, and all rights
                           of the Participant to such Stock shall terminate,
                           without further obligation on the part of the
                           Company, unless the Participant remains in the
                           continuous service as a director of the Company for
                           the entire Restriction Period.

            Any Stock, any other securities of the Company and any other
property (except for cash dividends) distributed with respect to the Restricted
Stock shall be subject to the same restrictions, terms and conditions as such
Restricted Stock.

            (c) Notwithstanding the foregoing, the Restriction Period shall
automatically terminate as to all Restricted Stock awarded hereunder (as to
which such Restriction Period has not previously terminated) upon the occurrence
of the following events:

                  (i)      termination of the Participant's service as a
                           director with the Company which results from the
                           Participant's death, Retirement (as defined in the
                           Plan) or Total and Permanent Disability (as defined
                           in the Plan); or

                  (ii)     the occurrence of a Change in Control.

         3. Termination of Restrictions. At the end of the Restriction Period as
to any portion of the Restricted Stock, or at such earlier time as may be
determined by the Committee, all restrictions set forth in this Agreement or in
the Plan relating to such portion of the Restricted Stock shall lapse as to such
portion of the Restricted Stock, and a stock certificate for the appropriate
number of shares of such Stock, free of the restrictions and restrictive stock
legend, shall be delivered to the Participant or the Participant's beneficiary
or estate, as the case may be, pursuant to the terms of this Agreement.


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         4. Delivery of Stock.

            (a) As of the date hereof, certificates representing the Restricted
Stock shall be registered in the name of the Participant and held by the Company
or transferred to a custodian appointed by the Company for the account of the
Participant subject to the terms and conditions of the Plan and shall remain in
the custody of the Company or such custodian until their delivery to the
Participant or Participant's beneficiary or estate as set forth in Sections 4(b)
and (c) hereof or their reversion to the Company as set forth in Sections 2(b)
and 4(d) hereof.

            (b) Certificates representing Restricted Stock in respect of which
the Restriction Period has lapsed pursuant to this Agreement shall be delivered
to the Participant as soon as practicable following the date on which the
restrictions on such Restricted Stock lapse.

            (c) Certificates representing Restricted Stock in respect of which
the Restriction Period lapsed upon the Participant's death shall be delivered to
the executors or administrators of the Participant's estate as soon as
practicable following the receipt of proof of the Participant's death
satisfactory to the Company.

            (d) By accepting the grant of Restricted Stock under this Agreement,
Participant shall irrevocably grant to the Company a power of attorney to
transfer any shares forfeited to the Company and agrees to execute any documents
requested by the Company in connection with such forfeiture and transfer.
Participant hereby acknowledges that any breach by it of its obligations under
this Section 4(d) would cause substantial and irreparable damage to the Company,
and that money damages would be an inadequate remedy therefore, and,
accordingly, acknowledges and agrees that the Company shall be entitled to
specific performance to remedy the breach of such obligations (in addition to
the other rights and remedies provided for herein).

            (e) The face of each certificate representing Restricted Stock shall
bear a legend in substantially the following form:

                  TRANSFER OF THIS STOCK IS RESTRICTED IN ACCORDANCE WITH
                  CONDITIONS PRINTED ON THE REVERSE OF THIS CERTIFICATE.

            (f) The reverse of each certificate representing Restricted Stock
shall bear a legend in substantially the following form:

                  THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
                  TO AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN FIRST
                  ACCEPTANCE CORPORATION LONG TERM



                                      -3-
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                  INCENTIVE PLAN (THE "PLAN"), A COPY OF WHICH IS ON FILE AT THE
                  PRINCIPAL OFFICE OF THE COMPANY IN NASHVILLE, TENNESSEE. NO
                  TRANSFER OR PLEDGE OF THE SHARES EVIDENCED HEREBY MAY BE MADE
                  EXCEPT IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF
                  SAID PLAN. BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER,
                  TRANSFEREE OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE
                  PROVISIONS OF SAID PLAN.

         5. Effect of Lapse of Restrictions. To the extent that the Restriction
Period applicable to any Restricted Stock shall have lapsed, the Participant may
receive, hold, sell or otherwise dispose of such Stock free and clear of the
restrictions imposed under the Plan and this Agreement.

         6. No Right to Continued Service. This Agreement shall not be
construed as giving Participant the right to be retained as a director of the
Company or any Subsidiary or Affiliate.

         7. Adjustments. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, this Award in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 11 of the Plan) affecting the Company, any Subsidiary or
Affiliate, or the financial statements of the Company or any Subsidiary or
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan.

         8. Amendment to Award. Subject to the restrictions contained in Section
9 of the Plan, the Committee may waive any conditions or rights under, amend any
terms of, or alter, suspend, discontinue, cancel or terminate, the Award,
prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would
adversely affect the rights of the Participant or any holder or beneficiary of
the Award shall not to that extent be effective without the consent of the
Participant, holder or beneficiary affected.

         9. Withholding of Taxes. If the Participant makes an election under
section 83(b) of the Code with respect to the Award, the Award made pursuant to
this Agreement shall be conditioned upon the prompt payment to the Company of
any applicable withholding obligations or withholding taxes by the Participant
("Withholding Taxes"). Failure by the Participant to pay such Withholding Taxes
will render this Agreement and



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the Award granted hereunder null and void ab initio and the Restricted Stock
granted hereunder will be immediately cancelled. If the Participant does not
make an election under section 83(b) of the Code with respect to the Award, upon
the lapse of the Restriction Period with respect to any portion of Restricted
Stock (or property distributed with respect thereto), the Company shall satisfy
the required Withholding Taxes as set forth by Internal Revenue Service
guidelines for the employer's minimum statutory withholding with respect to
Participant and issue vested shares to the Participant without Restriction.

         10. Plan Governs. The Participant hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by all the terms and provisions thereof. The
terms of this Agreement are governed by the terms of the Plan, and in the case
of any inconsistency between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall govern.

         11. Severability. If any provision of this Agreement is, or becomes, or
is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to
any Person or the Award, or would disqualify the Plan or Award under any laws
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award, and the remainder of the Plan and
Award shall remain in full force and effect.

         12. Notices. All notices required to be given under this Grant shall be
deemed to be received if delivered or mailed as provided for herein, to the
parties at the following addresses, or to such other address as either party may
provide in writing from time to time.

         To the Company:      First Acceptance Corporation
                              3813 Green Hills Village Drive
                              Nashville, Tennessee 37215
                              Attn: Secretary
                              Facsimile: (615) 844-2898

         To the Participant:  The address then maintained with respect to the
                              Participant in the Company's records.

         13. Governing Law. The validity, construction and effect of this
Agreement shall be determined in accordance with the laws of the State of
Delaware without giving effect to conflicts of laws principles.

         14. Successors in Interest. This Agreement shall inure to the benefit
of and be binding upon any successor to the Company. This Agreement shall inure
to the benefit of the Participant's legal representatives. All obligations
imposed upon the Participant and


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all rights granted to the Company under this Agreement shall be binding upon the
Participant's heirs, executors, administrators and successors.

         15. Resolution of Disputes. Any dispute or disagreement which may arise
under, or as a result of, or in any way related to, the interpretation,
construction or application of this Agreement shall be determined by the
Committee. Any determination made hereunder shall be final, binding and
conclusive on the Participant and the Company for all purposes.





















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         IN WITNESS WHEREOF, the parties have caused this Restricted Stock Award
Agreement to be duly executed effective as of the day and year first above
written.


                                         FIRST ACCEPTANCE CORPORATION:


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                                         By:
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                                         Its:
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                                         PARTICIPANT:


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                                         Name:
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                                         Address:
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               SIGNATURE PAGE TO RESTRICTED STOCK AWARD AGREEMENT



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