8-K 1 a09-14726_18k.htm 8-K

 

 

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)  June 3, 2009

 

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.)

 

 

 

 

 

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 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
Executive Vice President of Registrant and
President of Zenith Insurance

 

$

700,400

 

 

 

 

 

Michael E. Jansen
Executive Vice President and General Counsel of
Registrant and Zenith Insurance

 

$

500,000

 

 

 

 

 

Robert E. Meyer
Senior Vice President of Registrant and
Executive Vice President and Chief Actuary of Zenith Insurance

 

$

497,750

 

 

 

 

 

Davidson M. Pattiz
Executive Vice President of Registrant and
Executive Vice President, Claims Operations of Zenith Insurance

 

$

500,000

 

 

 

 

 

Kari L. Van Gundy
Executive Vice President, Chief Financial Officer and Treasurer of
Registrant and Zenith Insurance

 

$

450,000

 

 

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

 

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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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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.

 

 

 

 

 

 

 

 

Dated:

June 5, 2009

 

By:

 

/s/ Michael E. Jansen

 

 

 

Name:

Michael E. Jansen

 

 

 

Title:

Executive Vice President and General Counsel

 

Index to Exhibits

 

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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