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| ZNT > SEC Filings for ZNT > Form 8-K on 8-Jun-2009 | All Recent SEC Filings |
8-Jun-2009
Change in Directors or Principal Officers, Financial Statements an
The following disclosure is made pursuant to Item 5.02(e) regarding officer compensation arrangements:
On June 3, 2009, Zenith National Insurance Corp. (the "Registrant") entered into amended and restated employment agreements (the "Agreements") with the following Executive Officers of the Registrant: Jack D. Miller, Michael E. Jansen, Robert E. Meyer, Davidson M. Pattiz and Kari L. Van Gundy.
The Agreements extend the term of employment for each of Messrs. Miller, Jansen, Meyer and Pattiz and Ms. Van Gundy to December 31, 2012 from October 31, 2009 and are identical except for their duties with the Registrant and its wholly-owned subsidiary, Zenith Insurance Company ("Zenith Insurance") and the amounts of their Base Compensation. The duties and the amounts of Base Compensation (which are subject to such future increases as may be granted by the Compensation Committee, which may also award discretionary bonuses and bonuses under the Registrant's Executive Officer Bonus Plan) are:
Jack D. Miller $ 700,400 Executive Vice President of Registrant and President of Zenith Insurance Michael E. Jansen $ 500,000 Executive Vice President and General Counsel of Registrant and Zenith Insurance Robert E. Meyer $ 497,750 Senior Vice President of Registrant and Executive Vice President and Chief Actuary of Zenith Insurance Davidson M. Pattiz $ 500,000 Executive Vice President of Registrant and Executive Vice President, Claims Operations of Zenith Insurance Kari L. Van Gundy $ 450,000 Executive Vice President, Chief Financial Officer and Treasurer of Registrant and Zenith Insurance |
These Base Compensation amounts are unchanged from previous amounts, except for Ms. Van Gundy's, which increased $50,000, as well as being scheduled to increase another $50,000 up to $500,000 on June 1, 2010.
The Agreements contain similar terms and provisions as the prior employment agreements, except that Messrs. Miller, Jansen, Meyer and Pattiz and Ms. Van Gundy no longer have the right to terminate employment upon a change in control for any reason
and receive severance payments, and they (or their estates) will only have the right to receive lump-sum severance payments upon termination of employment in the following instances:
Death One year's compensation and one year's bonus
Disability One year's compensation (less disability payments) and one
year's bonus
Without cause Two years' compensation and two years' bonus
Good Reason Two years' compensation and two years' bonus
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Under the Agreements, in such instances the Registrant will also provide Messrs. Miller, Jansen, Meyer and Pattiz and Ms. Van Gundy and/or their families with insurance benefits for two years after termination, and the new Agreements clarify eligibility to receive pro-rata portions of annual bonuses in the year of termination (or the prior year's bonus) in certain instances depending on the date within the year of termination. The Agreements continue to contain provisions relating to non-competition and the execution of releases by the Executive Officers in order to receive severance payments and benefits upon termination.
Copies of the Agreements are attached as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report and incorporated herein by reference.
(d) Exhibits
The following exhibits are filed as part of this current report:
Number Exhibit
10.1 Amended and Restated Employment Agreement between Zenith National
Insurance Corp. and Jack D. Miller
10.2 Amended and Restated Employment Agreement between Zenith National
Insurance Corp. and Michael E. Jansen
10.3 Amended and Restated Employment Agreement between Zenith National
Insurance Corp. and Robert E. Meyer
10.4 Amended and Restated Employment Agreement between Zenith National
Insurance Corp. and Davidson M. Pattiz
10.5 Amended and Restated Employment Agreement between Zenith National
Insurance Corp. and Kari L. Van Gundy
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