-----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, UqwrDoLn4Ud9P9PpjK/um48qDD++fvc4NhqOko0c8yvnD3fyNoejT/HjIeAnqLbD MiVbkKjI+tv0JmYt3cNx+w== 0000079282-10-000025.txt : 20100429 0000079282-10-000025.hdr.sgml : 20100429 20100429175814 ACCESSION NUMBER: 0000079282-10-000025 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: LYDECKER CHARLIE CENTRAL INDEX KEY: 0001208262 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13619 FILM NUMBER: 10783137 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 0001208262 LYDECKER CHARLIE 220 S RIDGEWOOD AVE DAYTONA BEACH FL 32114 0 1 0 0 Regional Executive VP Common Stock, $.10 par value 2010-04-27 4 D 0 23290 0 D 118272 D Common Stock, $.10 par value 2010-04-27 4 A 0 23290 0 A 141562 D Common Stock, $.10 par value 214634 D Common Stock, $.10 par value 13441 I 401(k) Plan Common Stock, $.10 par value 24 I Children Stock Options 15.78 2013-03-23 2013-03-24 Common Stock 50000 50000 D Stock Options 18.48 2017-11-26 2018-02-26 Common Stock 100000 100000 D In February 2008, the reporting person was inadvertently awarded 23,290 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 23,290 shares previously awarded under the PSP with 23,290 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. A total of 1,674 of these shares were acquired through the Company's Employee Stock Purchase Plan in August 2008 and 1,547 in August 2009. Number of shares may reflect reinvested dividends. Owned jointly with spouse. Based upon information supplied by the Plan's recordkeeper. Number of shares varies periodically based on contributions to plan. Reporting person disclaims beneficial ownership of securities owned by children who share reporting person's household. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. 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 accelerated based on satisfaction of conditions established pursuant to the Plan. LAUREL L GRAMMIG FOR CHARLES LYDECKER 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, Charles Lydecker (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.

 

            4/29/10                                                /s/ CHARLES H. LYDECKER

Date:                                                                 Signature                                                                      

                                                                    

 

 

 

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