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ZNT > SEC Filings for ZNT > Form 8-K on 8-Jun-2009All Recent SEC Filings

Show all filings for ZENITH NATIONAL INSURANCE CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ZENITH NATIONAL INSURANCE CORP


8-Jun-2009

Change in Directors or Principal Officers, Financial Statements an


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

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.



Item 9.01. Financial Statements and Exhibits.

(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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