-----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, BZ1i4dFCMaH5wloiu8zgTPtoYf5XgP7T+cXiuM90oczlrRzkKVrrYugxgSLgwSg1 Fo9vFo65f+f7A6beAbkKYA== 0000079282-10-000026.txt : 20100429 0000079282-10-000026.hdr.sgml : 20100429 20100429181138 ACCESSION NUMBER: 0000079282-10-000026 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100427 FILED AS OF DATE: 20100429 DATE AS OF CHANGE: 20100429 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KIRK KENNETH D CENTRAL INDEX KEY: 0001180827 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13619 FILM NUMBER: 10783198 MAIL ADDRESS: STREET 1: 5019 E CRESTVIEW DR CITY: PARADISE VALLEY STATE: AZ ZIP: 85253 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 0001180827 KIRK KENNETH D 2800 N CENTRAL AVE STE 1600 PHOENIX AZ 85004 0 1 0 0 Regional President Common Stock, $.10 par value 2010-04-27 4 D 0 23290 0 D 266728 D Common Stock, $.10 par value 2010-04-27 4 A 0 23290 0 A 290018 D Common Stock, $.10 par value 675036 I Irrevocable Trust w/ Spouse Common Stock, $.10 par value 4373 I 401(k) Plan Stock Options 15.78 2007-01-01 2013-03-23 Common Stock 100118 100118 D Stock Options 15.78 2013-03-22 2013-03-23 Common Stock 13282 13282 D Stock Options 18.48 2017-11-26 2018-02-26 Common Stock 115000 115000 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 grants. 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 vary periodically based on contributions to plan. 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 KENNETH D KIRK PER POWER OF ATTORNEY 2010-04-29 -----END PRIVACY-ENHANCED MESSAGE-----