-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JdYBW+NmHUhqeC4q4bN6ENiax8JkseyDfaUdAaDxSFqSibMK+BIqELgnU4I7uAvh Lb251Z+z4/u8JBQRCaCEmQ== 0000079282-10-000021.txt : 20100429 0000079282-10-000021.hdr.sgml : 20100429 20100429164758 ACCESSION NUMBER: 0000079282-10-000021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100427 FILED AS OF DATE: 20100429 DATE AS OF CHANGE: 20100429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RILEY THOMAS E CENTRAL INDEX KEY: 0001179933 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13619 FILM NUMBER: 10782342 MAIL ADDRESS: STREET 1: 111 SW 8TH AVENUE STREET 2: #1602 CITY: FT LAUDERDALE STATE: FL ZIP: 33301 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BROWN & BROWN INC CENTRAL INDEX KEY: 0000079282 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 590864469 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PO BOX 1348 CITY: TAMPA STATE: FL ZIP: 33601 BUSINESS PHONE: 8132224182 MAIL ADDRESS: STREET 1: PO BOX 1348 CITY: TAMPA STATE: FL ZIP: 33601 FORMER COMPANY: FORMER CONFORMED NAME: POE & BROWN INC DATE OF NAME CHANGE: 19930827 FORMER COMPANY: FORMER CONFORMED NAME: POE & ASSOCIATES INC DATE OF NAME CHANGE: 19920703 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-04-27 0 0000079282 BROWN & BROWN INC BRO 0001179933 RILEY THOMAS E 220 S RIDGEWOOD AVE DAYTONA BEACH FL 32114 0 1 0 0 Regional President Common Stock, $.10 par value 2010-04-27 4 D 0 31407 0 D 268886 D Common Stock, $.10 par value 2010-04-27 4 A 0 31407 0 A 300293 D Common Stock, $.10 par value 204248 D Common Stock, $.10 par value 94171 I 401(K) Common Stock, $.10 par value 3620 I Spouse Stock Options 15.78 2013-03-22 2013-03-23 Common Stock 180762 180762 D Stock Options 18.48 2017-11-26 2018-02-26 Common Stock 190000 190000 D In February In February 2008, the reporting person was inadvertently awarded 31,407 shares under the Issuer's Performance Stock Plan (the "PSP") in excess of the maximum number of shares permitted to be awarded in a particular calendar year. In order to assure achievement of the full intent of that grant and the potential deductibility of associated expense upon vesting pursuant to Section 162(m) of the Internal Revenue Code, on April 27, 2010 the Compensation Committee replaced 31,407 shares previously awarded under the PSP with 31,407 new shares under the PSP with vesting conditions identical to those associated with the February 2008 grant. These securities were granted pursuant to the PSP. Based on the satisfaction of conditions established pursuant to the PSP, the Reporting Person has voting rights and dividend entitlement with respect to a portion of these shares based on the satisfaction of certain performance-based criteria, but full ownership will not vest until the satisfaction of additional conditions. Number of shares may reflect reinvested dividends. Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan. Reporting Person disclaims beneficial ownership in shares owned by Spouse of Reporting Person. Granted by the Compensation Committee of the Board of Directors pursuant to the Company's 2000 Incentive Stock Option Plan (the "Plan"). These options vest and become exercisable on 11/26/17 unless vesting is accelerated based on satisfaction of conditions established pursuant to the Plan. LAUREL L GRAMMIG FOR THOMAS E RILEY PER POWER OF ATTORNEY 2010-04-29 EX-99 2 poa.htm POWER OF ATTORNEY

LIMITED POWER OF ATTORNEY

 

            This Statement confirms that the undersigned, Thomas E. Riley (the "Insider"), has authorized and designated Laurel L. Grammig and Jennifer Hayes, and each of them (each of the foregoing is referred to as an "Authorized Signer") to execute and file on the Insider's behalf any and all Forms 3, 4 and 5 (including any amendments thereto) that the Insider may be required to file with the United States Securities and Exchange Commission as a result of the Insider's ownership of, and transaction in, securities of Brown & Brown, Inc. (the "Company").

 

            The authority of the Authorized Signers under this Confirming Statement shall continue until the Insider is no longer required to file Forms 3, 4 and 5 with regard to the Insider's ownership of, or transactions in, securities of the Company, unless revoked in writing.  The Insider acknowledges that none of the Authorized Signers is assuming any of the Insider's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

            3/14/08                                                /s/ THOMAS E. RILEY

Date:                                                                 Signature                                                                      

                                                                    

 

 

 

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