SIGNATURE

0001104659-04-039540.txt : 20041214 0001104659-04-039540.hdr.sgml : 20041214 20041214163447 ACCESSION NUMBER: 0001104659-04-039540 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041209 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20041214 DATE AS OF CHANGE: 20041214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAVIGATORS GROUP INC CENTRAL INDEX KEY: 0000793547 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 133138397 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15886 FILM NUMBER: 041201866 BUSINESS ADDRESS: STREET 1: ONE PENN PLAZA STREET 2: 55TH FL CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 2122442333 MAIL ADDRESS: STREET 1: ONE PENN PLAZA 55TH FL CITY: NEW YORK STATE: NY ZIP: 10119 8-K 1 a04-14853_18k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported event): December 9, 2004

The Navigators Group, Inc.

(Exact name of registrant as specified in its chapter)

DELAWARE	0-15886	13-3138397
(State of organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)

One Penn Plaza, New York, NY		10119
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 244-2333

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 1.01 Entry Into A Material Definitive Agreement

The Company issued a common stock grant award to Stanley A. Galanski, President and Chief Executive Officer, pursuant to the 2002 Stock Incentive Plan, incorporated herein by reference, and the award certificate attached as Exhibit 10.1

The Navigators Group, Inc.

/s/ Terence N. Deeks

Terence N. Deeks

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		THE NAVIGATORS GROUP, INC.
		(Registrant)

		/s/ Bradley D. Wiley
		Name: Bradley D. Wiley
		Title: Senior Vice President, Financial Compliance
		Officer and Secretary

Date: December 14, 2004

INDEX TO EXHIBITS

Number		Description

10.1		Common Stock Grant Award to Stanley A. Galanski under the 2002 Stock Incentive Plan.

EX-10.1 2 a04-14853_1ex10d1.htm EX-10.1

Exhibit 10.1

THE NAVIGATORS GROUP, INC.

2002 STOCK INCENTIVE PLAN

STOCK GRANT AWARD CERTIFICATE AND RESTRICTED STOCK AGREEMENT

This Certificate, when executed by a duly authorized officer of The Navigators Group, Inc. (the “Company”), evidences the grant to the Participant named herein of a stock grant Award for shares of the Common Stock of the Company in accordance with the 2002 Stock Incentive Plan (the “Plan”).

1.		Participant: Stanley A. Galanski

2.		Number of shares of Common Stock subject to the Award: 13,793

3.		Effective date of the Award: December 9, 2004

4.		Award Vesting Period:

		With respect to the shares subject to the Award, 50% of such shares vest on December 9, 2004 and the remaining 50% vest on January 1, 2006.

5.	Employee shall make such arrangements with the Company with respect to income tax withholding
as the Company shall determine in its sole discretion is appropriate to ensure payment of federal, state or local income taxes.

6.	Each participant receiving Common Stock resulting from an Award agrees that such Award and related
Common Stock shall be subject to, and governed by, all of the terms of the Plan, and represents and warrants to the Company that such Common Stock is for investment for his or her own account and will not sell or otherwise dispose of said Common Stock except in compliance with the Securities Act of 1933, as amended. By acceptance of this Certificate, the Participant agrees to abide by all terms and conditions of the Plan. Terms defined in the Plan are used in this Certificate as so defined.

This Certificate is not a security and does not represent the stock grant Award described herein but, rather, describes the Common Stock granted to the Participant as reflected on the books and records of the Company. Neither this Certificate nor the stock grant Award represented hereby are assignable or transferable by the Participant except as otherwise permitted under the Plan.