UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 22, 2008
ZENITH NATIONAL INSURANCE CORP.
(Exact name of registrant as specified in its charter)
Delaware |
| 1-9627 |
| 95-2702776 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
of incorporation) |
| File Number) |
| Identification No.) |
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21255 Califa Street, Woodland Hills, CA |
| 91367-5021 | ||
(Address of principal executive offices) |
| (Zip Code) | ||
Registrant’s telephone number, including area code (818) 713-1000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 September 22, 2008, the Registrant entered into an amended and restated employment agreement (the “Agreement”) with Stanley R. Zax, the Registrant’s Chairman and President (CEO).
Under the Agreement, Mr. Zax’s term of employment is extended to December 31, 2012 from December 31, 2009. His annual base compensation remains at $2,500,000 (with such future increases as may be granted by the Compensation Committee) and he is entitled to discretionary bonuses and bonuses under the Registrant’s Executive Officer Bonus Plan (both as may be awarded by the Compensation Committee).
The Agreement contains similar terms and provisions as the prior agreement, except that Mr. Zax no longer has the right to terminate his employment upon a change in control for any reason and receive a severance payment. Instead, under the new Agreement Mr. Zax (or his estate) only has the right to receive a lump-sum severance payment 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 Agreement the Registrant will also continue to provide Mr. Zax and/or his family with insurance benefits for two years after termination, and the new Agreement clarifies that Mr. Zax is eligible to receive a pro-rata portion of his annual bonus in the year of termination (or the prior year’s bonus) in certain instances depending on the date within the year of his termination.
A copy of the Agreement is attached as Exhibit 10.1 to this Current Report and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
The following exhibit is filed as part of this report:
Number |
| Exhibit |
10.1 |
| Amended and Restated Employment Agreement between Zenith National Insurance Corp. and Stanley R. Zax |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZENITH NATIONAL INSURANCE CORP. | ||||||
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Dated: | September 22, 2008 |
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| By | : | /s/ | Michael E. Jansen |
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| Name: | Michael E. Jansen | |||
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| Title: | Executive Vice President | |||
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| and General Counsel | |||
Index to Exhibits
Number |
| Exhibit |
10.1 |
| Amended and Restated Employment Agreement between Zenith National Insurance Corp. and Stanley R. Zax |
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