-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A9n2Oj10wopKcZd+w83/o9QtFxO8cYCsKD2Z1m0r/PvGSiUWr7h5739/dcjxUDWW SmKO3kJrveB/BAzigminVA== 0001140361-10-016001.txt : 20100409 0001140361-10-016001.hdr.sgml : 20100409 20100409175933 ACCESSION NUMBER: 0001140361-10-016001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100325 FILED AS OF DATE: 20100409 DATE AS OF CHANGE: 20100409 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Duca Christopher C CENTRAL INDEX KEY: 0001488406 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15886 FILM NUMBER: 10743459 MAIL ADDRESS: STREET 1: C/O THE NAVIGATORS GROUP, INC. STREET 2: 6 INTERNATIONAL DRIVE, STE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 6 INTERNATIONAL DR STREET 2: SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 BUSINESS PHONE: 9149348999 MAIL ADDRESS: STREET 1: 6 INTERNATIONAL DR STREET 2: SUITE 100 CITY: RYE BROOK STATE: NY ZIP: 10573 3 1 doc1.xml FORM 3 X0203 3 2010-03-25 0 0000793547 NAVIGATORS GROUP INC NAVG 0001488406 Duca Christopher C C/O THE NAVIGATORS GROUP, INC. 6 INTERNATIONAL DRIVE RYE BROOK NY 10573 0 1 0 0 Pres & CEO, NMC (sub) Common Stock 12071 D Common Stock 500 I Held by spouse Stock Appreciation Rights 19.10 2011-09-01 Common Stock 10000 D Employee Stock Option (right to buy) 19.10 2011-09-01 Common Stock 10000 D Employee Stock Option (right to buy) 29.11 2014-02-28 Common Stock 5000 D Employee Stock Option (right to buy) 33.19 2015-03-08 Common Stock 10000 D Excludes unvested shares of restricted stock awards. Vested in four equal installments on September 1, 2002, September 1, 2003, September 1, 2004 and September 1, 2005. Vested in four equal installments on February 28, 2005, February 28, 2006, February 28, 2007 and February 28, 2008. Vested in four equal installments on March 8, 2006, March 8, 2007, March 8, 2008 and March 8, 2009. Mr. Duca is the President and Chief Executive Officer of Navigators Management Company, Inc., a wholly-owned subsidiary of Issuer. Exhibit List 24. Power of Attorney /s/ Emily B. Miner, attorney-in-fact 2010-04-08 EX-24 2 poa1.htm POWER OF ATTORNEY Unassociated Document

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Bruce J. Byrnes and Emily B. Miner, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of The Navigators Group, Inc. (the “Company”), Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;

 
(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5, and timely file such forms (including amendments thereto) with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 
(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibi lities to comply with Section 16 of the Securities Exchange Act of 1934.

The undersigned agrees that each such attorney-in-fact herein may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.

This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or otherwise revoked in a manner as provided below.

Except as otherwise specifically provided herein, the power of attorney granted herein shall not in any manner revoke in whole or in part any power of attorney that each person whose signature appears below has previously executed. This power of attorney shall not be revoked by any subsequent power of attorney each person whose signature appears below may execute, unless such subsequent power specifically refers to this power of attorney or is specifically entered into in regard to the purposes outlined in the first paragraph hereof and is dated as of a later date or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney.

 
 
 

The statutory disclosures entitled “CAUTION TO THE PRINCIPAL” and “IMPORTANT INFORMATION FOR THE AGENT” are included below solely for the purpose of ensuring compliance with Section 5-1501B of the New York General Obligations Law governing the execution of a power of attorney by an individual and, except for ensuring the validity of this power of attorney, shall not form part of, or in any way affect the interpretation of, this Power of Attorney.  Notwithstanding anything to the contrary contained herein, this Power of Attorney is limited to the powers granted as described above and does not grant the attorneys and agents the authority to spend the undersigned's money or sell or dispose of any of the undersigned's property.

CAUTION TO THE PRINCIPAL: Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority. When your agent exercises this authority, he or she must act according to any instructions you have provided or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities. Your agent can act on your behalf only after signing the Power of Attorney before a notary public. You can request information from your agent at any time. If you are revoki ng a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located. You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly. Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this. The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us. If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of March 2010.
 

 
  By:    /s/ Christopher C. Duca
  Name: Christopher C. Duca
 
 
 STATE OF NEW YORK  )
  ) ss.: 
 COUNTY OF WESTCHESTER   )
 

On the 31st day of March, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Christopher C. Duca, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
   /s/ Augustin R. Cruz
  Notary Public
 

 
 
 


IMPORTANT INFORMATION FOR THE AGENT: When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

 
(1)
act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

 
(2)
avoid conflicts that would impair your ability to act in the principal’s best interest;

 
(3)
keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

 
(4)
keep a record of all receipts, payments, and transactions conducted for the principal; and

 
(5)
disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

Liability of agent: The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.


 
 
 


I have read the foregoing Power of Attorney.  I am the person identified therein as agent for the principal named therein.
 
 
   /s/ Bruce J. Byrnes
  Bruce J. Byrnes
 
 
 STATE OF NEW YORK  )
  ) ss.: 
 COUNTY OF WESTCHESTER   )
 

On the 31st day of March, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Bruce J. Byrnes, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
   /s/ Augustin R. Cruz
  Notary Public
 
 
I have read the foregoing Power of Attorney. I am the person identified therein as agent for the principal named therein.
 
 
 
   /s/ Emily B. Miner
  Emily B. Miner
 
 
 STATE OF NEW YORK  )
  ) ss.: 
 COUNTY OF WESTCHESTER   )
 

On the 31st day of March, 2010, before me, the undersigned, a Notary Public in and for said State, personally appeared Emily B. Miner, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.
 
 
   /s/ Augustin R. Cruz
  Notary Public
 
 
 
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