employers_ex10-1.htm


    Exhibit
10.1


     

    EMPLOYERS
HOLDINGS, INC.

    EQUITY
AND INCENTIVE PLAN

     

    FORM
OF RESTRICTED STOCK UNIT AGREEMENT

     

    THIS
RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), is made effective as of
____________ (the "Date of Grant"), between Employers Holdings, Inc. (the
"Company") and the individual named as the grantee on the signature page hereto
(the "Grantee").  Capitalized terms not defined herein will have the
meanings ascribed to such terms in the Company Equity and Incentive Plan, as
amended from time to time (the "Plan").  To the extent that there is a
conflict between the terms of the Plan and this Agreement, the terms of the Plan
will govern.

     

    1.           Grant of Restricted Stock
Units.  The Company hereby grants to the Grantee, subject to
adjustment as set forth in the Plan, __________________ Restricted Stock Units
(the "RSUs").  The RSUs shall be subject to the terms and conditions
set forth herein and, to the extent applicable, the Plan.

     

    2.           Vesting of Restricted Stock
Units.

     

       
(a)           Subject to Sections 2(b) and 2(c) below, the RSUs shall become vested as to 25% of the RSUs on each of
the first four anniversaries following the Date of Grant, provided that the
Grantee has been continuously employed by the Company or any Subsidiary of the Company through the relevant vesting dates and
subject to accelerated
vesting as set forth in Section 3 below and Section 7 of the Plan.

     

       
(b)           Termination
of Employment by Reason of Death or
Disability.  If
the Grantee's employment with the Company and any Subsidiary of the Company
terminates by reason of death or the Grantee's total and permanent disability (as
defined in any agreement between the Grantee and the Company or, if no such
agreement is in effect, as determined by the Committee (or its
delegate) in its good faith
discretion), then the RSUs
shall become fully vested
as of such date of termination.

     

       
(c)           Termination
of Employment other than
by Reason of
Death or
Disability.  Subject to Section
3 below, if the Grantee's employment with the Company and any
Subsidiary of the Company terminates for any reason other than by reason of death or the Grantee's total and permanent
disability, then all of the Grantee's
unvested RSUs
shall immediately be
forfeited and canceled as of such date without consideration.

     

    3.           Change in Control
Provisions.  In the event of a Change of Control:

     

       
(a)           If RSUs Are
Assumed.  If the RSUs are assumed or substituted for in connection with a Change in Control,
then, upon the termination of the Grantee’s employment without Cause during the 24-month period
following such Change in Control, (i) such RSUs shall become fully vested, (ii)
any restrictions, payment conditions, and
forfeiture conditions 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      applicable to such RSUs shall lapse, and (iii) any performance conditions imposed with
respect to such
RSUs shall be deemed to be fully
achieved.

    

     

       
(b)           If
RSUs
Are
Not
Assumed.  With respect to outstanding
RSUs that are not assumed or substituted in
connection with a Change in Control, upon the occurrence of the Change in
Control (i) such RSUs shall become fully vested, (ii) any
restrictions, payment conditions, and forfeiture conditions applicable to any
such RSUs shall lapse, and (iii) any performance
conditions imposed with respect to such RSUs shall be deemed to be fully
achieved.

     

       
(c)           Definition
of Assumed or Substituted For.  For purposes of this Section
3, RSUs shall be considered assumed or substituted
for if, following the Change in Control, such RSUs remain subject to the same terms and
conditions that were applicable to such units immediately prior to the Change in
Control, except that such units confer the right to receive, for each such unit the consideration (whether stock, cash
or other securities or property) received in the Change in Control by holders of
shares of Stock for each share of Stock held on the effective date of the
Change in
Control (and if
holders were offered a
choice of consideration, the type of consideration chosen by the greatest number
of holders of the outstanding shares).  Such assumption or
substitution shall comply with the applicable provisions of section 409A of the
Code.

     

       
(d)           Discretionary
Cashout.  Notwithstanding any other
provision of the Plan or this Agreement, in the event of a Change in Control,
the Committee may, in its discretion, provide that upon the occurrence of the
Change in Control, the RSUs shall be cancelled in exchange
for a payment in an amount
equal to (i) the
consideration paid per share of Stock in the Change in Control multiplied by
(ii) the number of RSUs granted hereunder that had not been settled as of such
date.  Such payment shall be made
within 30 days following
such Change in Control.

     

    4.           Settlement of
RSUs.  Unless otherwise provided in Section 3 above or in the
Plan, including, without limitation, by reason of a Change in Control, the RSUs
shall be settled in whole shares of Stock (i.e., the Grantee shall
receive one share of Stock for each RSU) within 30 days following the date such
RSUs become vested.

     

    5.           No Right to Continued
Employment.  Neither the Plan nor this Agreement shall be
construed as giving the Grantee the right to continue in the employ or service
of the Company or any Subsidiary of the Company or to be entitled to any
remuneration or benefits not set forth in the Plan, this Agreement or other
agreement or to interfere with or limit in any way the right of the Company or
any such Subsidiary to terminate such Grantee's employment.

     

    6.           Legend on
Certificates.  The certificates representing the whole shares
of Stock issued in settlement of the RSUs that are delivered to the Grantee
pursuant to Section 4 of the Agreement shall be subject to such stop transfer
orders and other restrictions as the Committee may determine is required by the
rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon which such shares of Stock are listed, any
applicable federal or state laws and the Company's Certificate of Incorporation
and Bylaws, and the Committee may cause a legend or legends to be put on any
such certificates to make appropriate reference to such
restrictions.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    7.           Transferability.  An
RSU may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Grantee otherwise than by will or by the laws
of descent and distribution, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Subsidiary of the Company; provided
that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.

     

    8.           Tax
Withholding.   The Company shall have the power and the
right to deduct or withhold from the grant of RSUs, or require the Grantee or
beneficiary to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to any taxable event arising as a result of this
Agreement.  Without limiting the foregoing, the Company shall be
entitled to require, as a condition of delivery of the shares of Stock in
settlement of the RSUs, that the Grantee agree to remit an amount in cash
sufficient to satisfy all then current and/or estimated future federal, state
and local withholding, and other taxes relating thereto.

     

    9.           Securities
Laws.  Upon the acquisition of any shares of Stock pursuant to
the settlement of the RSUs, the Grantee will make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement.

     

    10.         Notices.  Any
notice under this Agreement shall be addressed to the Company in care of the
Chief Legal Officer, addressed to the principal executive office of the Company
and to the Grantee at the address last appearing in the records of the Company
for the Grantee or to either party at such other address as either party hereto
may hereafter designate in writing to the other.  Any such notice
shall be deemed effective upon receipt thereof by the addressee.

     

    11.         Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to the conflicts
of laws provisions thereof.

     

    12.         Restricted Stock Units
Subject to Plan.  By entering into this Agreement the Grantee
agrees and acknowledges that the Grantee has received and read a copy of the
Plan.  The RSUs and the Shares issued upon settlement thereof are
subject to the Plan, which is hereby incorporated by reference.  In
the event of a conflict between any term or provision contained herein and a
term or provision of the Plan, the applicable terms and provisions of the Plan
shall govern and prevail.

     

    13.         No Stockholder
Rights.  The Grantee shall have no rights of a stockholder of
the Company with respect to the RSUs, including, but not limited to, the rights
to vote and receive ordinary dividends other than the dividend equivalents
described in paragraph 1 above, until the date of issuance of a stock
certificate for such shares of Stock.

     

    14.         Repayment Upon
Restatement:  In the event the Company is required to restate
any of its financial statements, the Company may require the Grantee to repay to
the 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

      Company
the aggregate Fair Market Value of any RSUs that were settled or to cancel any
outstanding RSUs.

    

     

    15.         Section 409A
Compliance. It is intended that this Agreement shall comply with the
provisions of section 409A of the Code so as not to subject the Grantee to the
payment of additional taxes or interest under section 409A of the
Code.  In furtherance of this intent, this Agreement shall be
interpreted, operated, and administered in a manner consistent with these
intentions, and to the extent that any regulations or other guidance issued
under section 409A of the Code would result in the Grantee being subject to
payment of additional income taxes or interest under section 409A of the Code,
the Grantee and the Company agree to amend this Agreement the extent feasible to
avoid the application of such taxes or interest under section 409A of the
Code.

     

    16.         Signature in
Counterparts.  This Agreement may be signed in counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

     

    IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto.

     

    


    
      	 
    	
              EMPLOYERS
      HOLDINGS, INC.

            	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    
	 
    	
              By:

            	 
    	 
    
	 
    	 
    	
              Douglas
      D. Dirks

            	 
    
	 
    	 
    	
              President
      and Chief Executive Officer

            	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    
	 
    	
              GRANTEE

            	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    
	 
    	 
    	 
    	 
    


    

    


     

     

    


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