Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Directors
On August 6, 2009, the Compensation Committee of the Board of Directors
(the "Committee") completed a review of the performance of Mr. Stanley A.
Galanski, President & Chief Executive Officer of The Navigators Group, Inc. (the
"Company"), and of Mr. Galanski's compensation relative to peers in the
marketplace. As a result of this review, the Committee elected to increase Mr.
Galanski's base salary to $725,000 per annum effective as of August 16,
2009. The Committee also approved a grant of 25,000 restricted common shares
under the Company's Amended 2005 Incentive Stock Plan, which grant will follow
the vesting and performance criteria under the Company's Admirals' Program. A
description of the vesting and performance criteria under the Company's
Admirals' Program can be found in the "Compensation Discussion and Analysis"
section contained in the Company's Annual Proxy Statement dated March 13, 2009.