Exhibit 10.2


 


ZENITH NATIONAL INSURANCE CORP.


 


FORM


OF


RESTRICTED STOCK AWARD AGREEMENT


FOR EMPLOYEES


(TIME-BASED VESTING)


 


THIS RESTRICTED STOCK AWARD
AGREEMENT (the “Award Agreement”) is made and
entered into as of «Award_Date» (the “Date of Grant”), by and between Zenith National Insurance
Corp., a Delaware corporation (the “Company”), and «Name» (the “Grantee”).  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Zenith National Insurance Corp. 2004
Restricted Stock Plan, as may be amended and restated from time to time and in
effect at the time of this Award Agreement (the “Plan”).  Where the context permits, references to the
Company or any of its Subsidiaries shall include the successors to the
foregoing.


 


Pursuant to the Plan, the
Administrator has determined that the Grantee is to be granted Restricted
Stock, subject to the terms, conditions and restrictions set forth in the Plan
and herein, and hereby grants such Restricted Stock.


 


1.             Grant of Restricted Stock.  The Company hereby grants to the Grantee «Award2» shares of Restricted Stock (the “Award”) on the terms, conditions and restrictions set forth
in this Award Agreement and as otherwise provided in the Plan.


 


2.             Purchase Price; Method of
Payment.  The purchase price per share
of Restricted Stock shall be $1.00.  The
purchase price may be paid (i) in cash or its equivalent, (ii) shares
of unrestricted Stock owned by the Grantee for greater than six (6) months,
the Fair Market Value of which on the purchase date is equal to the purchase
price of the Restricted Stock, (iii) to the extent permitted by law,
cancellation of indebtedness, (iv) services rendered or (v) any
combination of the foregoing.  In the
absence of any other form of payment tendered by the Grantee, the purchase
price shall be paid by services rendered.


 


3.             Restrictions with Respect to
Restricted Stock.


 


(a)           Restrictions.  The Restricted Stock granted hereunder and
any interest therein, may not be sold, transferred, pledged, hypothecated,
assigned or otherwise disposed of, except by will or the laws of descent and
distribution, prior to the lapsing of restrictions set forth in the Plan and
this Award Agreement.  Any attempt to
dispose of any Restricted Stock in contravention of any such restrictions shall
be null and void and without effect.


 


(b)           Restricted Period; Lapse of
Restrictions.  Except as
otherwise provided in the Plan or this Award Agreement, the restrictions set
forth in Paragraph 3(a) shall lapse with respect to fifty percent (50%) of
the shares of Restricted Stock granted hereunder on the second


 

















 


(2nd) anniversary
of the Date of Grant, and with respect to the remaining fifty percent (50%) of
such shares on of the fourth (4th) anniversary of the Date of Grant, so long as the
Grantee is employed by the Company or any Subsidiary as of each such
anniversary.


 


4.             Form of Restricted
Stock.  The Company may, in its
discretion, reflect ownership of Restricted Stock through the issuance of stock
certificates, in book-entry form or any combination thereof, in accordance with
Section 5(e) of the Plan.


 


5.             Unrestricted Shares.  Promptly after each lapse of restrictions
relating to the Restricted Stock without forfeiture, and provided that the
Grantee shall have complied with his or her obligations under Paragraph 9
hereof, the Company shall, with respect to such Unrestricted Shares:


 


(a)           If such Unrestricted Shares were initially issued in
certificated form, issue to the Grantee or the Grantee’s personal
representative a stock certificate representing a number of shares of Stock,
free of the restrictive legend described in Paragraph 7, equal to the number of
shares of Restricted Stock with respect to which such restrictions have
lapsed.  If certificates representing
such Restricted Stock shall have theretofore been delivered to the Grantee,
such certificates shall be returned to the Company, complete with any necessary
signatures or instruments of transfer prior to the issuance by the Company of
such unlegended shares of Stock; or


 


(b)           If such Unrestricted Shares were initially issued in
book-entry form, transfer such Unrestricted Shares to the Grantee in the form
and registration as indicated by the Grantee.


 


6.             Rights as a Stockholder.  Subject to the restrictions set forth in the
Plan and this Award Agreement, the Grantee shall possess all incidents of
ownership with respect to the Restricted Stock granted hereunder, including the
right to vote such Restricted Stock and the right to receive dividends (whether
ordinary, extraordinary or in kind) with respect to such Restricted Stock;
provided, however, that all dividends accrued on shares of Restricted Stock
while they are still subject to the restrictions set forth in Paragraph 3(a) will
not be paid by the Company to the Grantee until the restrictions with respect
to such shares have lapsed in accordance with Paragraph 3(b).


 


If the restrictions set
forth in Paragraph 3(a) do not lapse in accordance with Paragraph 3(b),
then, as of the date that it is determined that the restrictions will not
lapse, (a) the Restricted Stock shall be cancelled, (b) the Grantee
shall possess no further incidents of ownership of such Restricted Stock and (c) the
Grantee shall not be entitled to any of the dividends accrued on the shares of
Restricted Stock while they were subject to the restrictions set forth in
Paragraph 3(a).


 


7.             Certificate; Restrictive
Legend.  Any certificate issued for
Restricted Stock prior to the lapse of any outstanding restrictions relating
thereto shall be inscribed with the following legend, or such other legend as
determined by the Administrator:


 


THIS CERTIFICATE AND THE
SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS,
INCLUDING FORFEITURE


 

















 


PROVISIONS AND RESTRICTIONS
AGAINST TRANSFER (THE “RESTRICTIONS”), CONTAINED IN THE ZENITH NATIONAL
INSURANCE CORP. AMENDED AND RESTATED 2004 RESTRICTED STOCK PLAN AND THE
RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND
THE COMPANY.  ANY ATTEMPT TO DISPOSE OF
THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE,
ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND
VOID AND WITHOUT EFFECT.


 


8.             Termination of Employment.  Except as may otherwise be set forth in this
Award Agreement or the Plan [or the written Employment Agreement, if any,
between the Grantee and the Company or its subsidiary], the following
provisions shall apply upon the termination of Grantee’s employment:


 


(a)           Upon the Grantee’s death or termination of employment due to
Disability, the restrictions set forth in Paragraph 3(a) shall lapse.


 


(b)           Upon termination of the Grantee’s employment with the Company
or any Subsidiary thereof for any reason (other than death or Disability) prior
to the lapsing of restrictions with respect to any portion of the Restricted
Stock granted hereunder, the Grantee shall forfeit any rights to the shares of
Restricted Stock with respect to which the restrictions have not lapsed and
shall have no further rights thereto.


 


(c)           Upon forfeiture of any shares of Restricted Stock, to the
extent the Grantee paid the purchase price of such forfeited shares in a manner
other than services rendered, the Company shall repurchase such shares from the
Grantee at a price per share equal to the lesser of (i) the Fair Market
Value of such shares at the time of forfeiture or (ii) the price Grantee
paid for such shares initially.


 


9.             Taxes.  Pursuant to Section 9(d) of the
Plan, the Company (or Subsidiary, as the case may be) may require the Grantee
to remit to the Company (or Subsidiary, as the case may be) in cash an amount
sufficient to satisfy any federal, state and local tax withholding requirements
related to the Award.  With the approval
of the Administrator, the Grantee may satisfy the foregoing requirement by
electing to have the Company withhold from delivery shares of Stock or by
delivering shares of Stock already owned by the Grantee for at least 6 months,
in each case, having a value equal to the minimum amount of tax required to be
withheld.  Such shares shall be valued at
their Fair Market Value on the date on which the amount of tax to be withheld
is determined, and fractional share amounts shall be settled in cash.  Such an election may be made with respect to
all or any portion of the shares of Stock to be delivered pursuant to the
Award.


 


The Grantee shall promptly
notify the Company of any election made pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended.


 


10.           Adjustments.  The Award and all rights and obligations
under this Award Agreement are subject to Section 3 of the Plan.


 

















 


11.           Notices.  Whenever any notice is required or permitted
hereunder, such notice shall be in writing and shall be given by personal
delivery or first class, certified or registered mail with return receipt
requested.  Any notice required or
permitted to be delivered hereunder shall be deemed to have been duly given on
the date which it is personally delivered or, whether actually received or not,
on the third business day after mailing to the respective parties named below.


 


	
  If to the Company:

  	
  Zenith National Insurance Corp.

  
	
   

  	
  21255 Califa St

  
	
   

  	
  Woodland Hills, CA 91367

  
	
   

  	
  Attn.: Michael E. Jansen, Executive Vice President

  
	
   

  	
  and General Counsel

  
	
   

  	
  Facsimile: 818-713-0177

  
	
   

  	
   

  
	
  If to the Grantee:

  	
  «Name»

  
	
   

  	
  «Address_Line_1»

  
	
   

  	
  «City_State_Zip»

  



 


Either party may change such
party’s address for notices by duly giving notice pursuant hereto.


 


12.           Compliance with Laws.


 


(a)           Shares of Stock shall not be issued pursuant to the Award
granted hereunder unless the issuance or delivery of such shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933 (the “Securities
Act”) and the Exchange Act, shall be subject to the requirements of
any stock exchange upon which the Stock may then be listed, and shall be
further subject to the approval of counsel for the Company with respect to such
compliance.  The Company shall be under
no obligation to effect the registration pursuant to the Securities Act, of any
interests in the Plan or any shares of Stock to be issued hereunder or to
effect similar compliance under any state laws.


 


(b)           All certificates for shares of Stock delivered under the Plan
shall be subject to such stop-transfer orders and other restrictions as the
Administrator may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock may then be listed, and any applicable federal or state
securities law, and the Administrator may cause a legend or legends to be
placed on any such certificates to make appropriate reference to such
restrictions.  The Administrator may
require, as a condition of the issuance or delivery of certificates evidencing
shares of Stock pursuant to the terms hereof, that the recipient of such shares
make such agreements and representations as the Administrator, in its sole
discretion, deems necessary or desirable.


 


13.           Protections Against
Violations of Agreement.  No
purported sale, assignment, mortgage, hypothecation, transfer, pledge,
encumbrance, gift, transfer in trust (voting or other) or other disposition of,
or creation of a security interest in or lien on, any of the shares of Stock
underlying the Award by any holder thereof in violation of the provisions of
this Award


 

















 


Agreement, the Plan or the certificate of incorporation or the bylaws
of the Company, will be valid, and the Company will not transfer any such
shares on its books nor will any such shares be entitled to vote, nor will any
dividends be paid thereon, unless and until there has been full compliance with
such provisions to the satisfaction of the Company.  The foregoing restrictions are in addition to
and not in lieu of any other remedies, legal or equitable, available to enforce
said provisions.


 


14.           Failure to Enforce Not a
Waiver.  The failure of the Company to
enforce at any time any provision of the Award Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.


 


15.           Governing Law.  The Award Agreement shall be governed by and
construed according to the laws of the State of Delaware without regard to its
principles of conflict of laws.


 


16.           Incorporation of the Plan.   The Plan, as it exists on the date of the
Award Agreement and as amended from time to time, is hereby incorporated by
reference and made a part hereof, and the Award and this Award Agreement shall
be subject to all terms and conditions of the Plan.  In the event of any conflict between the
provisions of the Award Agreement and the provisions of the Plan, the terms of
the Plan shall control, except as expressly stated otherwise.  The term “Section” generally refers to
provisions within the Plan (except where denoted otherwise); provided, however,
the term “Paragraph” shall refer to a provision of this Award Agreement.


 


17.           Amendments.  This Award Agreement may be amended or
modified at any time, but only by an instrument in writing signed by each of
the parties hereto.


 


18.           Counterparts.        This Award Agreement may be
executed in counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


 


19.           Invalid Provision.   The invalidity or unenforceability of any
particular provision hereof shall not affect the other provisions hereof, and
this Award Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.


 


20.           Entire Agreement.    This Award Agreement and the Plan, as it
exists on the date of this Award Agreement and as amended from time to time
[and the written Employment Agreement, if any, between the Grantee and the
Company or its subsidiary], contain the entire agreement and understanding of
the parties hereto with respect to the subject matter contained herein and therein
and supersede all prior communications, representations and negotiations in
respect thereto.


 


21.           Captions and Headings.   The captions and headings of the paragraphs
and subparagraphs of this Award Agreement are provided for convenience only and
are not to serve as a basis for interpreting or construing this Award
Agreement.


 


22.           Agreement Not a Contract of
Employment.  Neither the
Plan, the granting of the Award, the Award Agreement nor any other action taken
pursuant to the Plan shall constitute or be evidence of any agreement or
understanding, express or implied, that the Grantee has a right


 

















 


to continue to be employed by, or to provide services as a director,
consultant or advisor to, the Company, any Subsidiary or affiliate thereof for
any period of time or at any specific rate of compensation.


 


23.           Authority of the
Administrator.  The
Administrator shall have full authority to interpret and construe the terms of
the Plan and the Award Agreement.  The
determination of the Administrator as to any such matter of interpretation or
construction shall be final, binding and conclusive.


 


24.           Binding Effect.  The Award Agreement shall apply to and bind
the Grantee and the Company and their respective permitted assignees or
transferees, heirs, legatees, executors, administrators and legal successors.


 


25.           Tax Representation.  The Grantee has reviewed with his or her own
tax advisors the federal, state, local and foreign tax consequences of the
transactions contemplated by this Award Agreement.  The Grantee is relying solely on such
advisors and not on any statement or representations of the Company or any of
its agents.  The Grantee understands that
he or she (and not the Company) shall be responsible for any tax liability that
may arise as a result of the transactions contemplated by the Award Agreement.


 


26.           Acceptance.  The Grantee hereby acknowledges receipt of a
copy of the Plan, the prospectus and this Award Agreement.  Grantee has read and understands the terms
and provisions thereof, and accepts the Award subject to all the terms and
conditions of the Plan and the Award Agreement.


 


IN WITNESS WHEREOF, the
parties hereto have executed and delivered the Award Agreement as of the day
and year first above written.


 


	
   

  	
  ZENITH NATIONAL INSURANCE
  CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  [                                 ]

  
	
   

  	
  Title: 

  	
  [                                 ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
  Name:

  	
  «Name»

  
	
   

  	
  Address:

  	
  «Address_Line_1»

  
	
   

  	
   

  	
  «City_State_Zip»

  
	
   

  	
  Social Security No.: «SSN»

  
	
   

  	
   

  	
   

  
	
   

  	
  Date: