ex10_1.htm


    
      

      Exhibit 10.1


    


    
      	
              January
      4, 2010

            	
              REVISED OFFER
  LETTER

            


    

    


    


    


    Scott
Maw

    782
Whispering Woods

    Columbus,
OH   43065

    


    


    Dear
Scott,

    


    This will
confirm our recent discussions regarding our offer of employment at SeaBright
Insurance Company, a subsidiary of SeaBright Insurance Holdings, Inc.,
(collectively, “SeaBright”).  We are offering the following terms and
conditions for your employment as a regular full time employee:

    


    Title:

    Senior
Vice President, Chief Financial Officer

     

    Reporting
To:

    John
Pasqualetto, Chairman and Chief Executive Officer

     

    Proposed
Date of Hire:

    February
22, 2010 or sooner as mutually agreed upon.

    


    Compensation:

    A base
salary of approximately $14,583.34 per pay period which equates to an annual
salary of $350,000.00.  SeaBright currently has 24 pay periods in a
year (approximately the 15th and
last day of each month).

    


    Our
salary program is one that emphasizes salary increases based on merit while
recognizing the value of the job to our companies.  SeaBright’s annual
Merit Review Program is conducted April 1st of
each year.

    


    Bonus:

    65%
annual bonus at target level, with a swing of 0% to 130% of your annual salary
earned as of December 31st of
each year, based on the achievement of SeaBright Insurance Holdings Inc., and
SeaBright Insurance Company above or below target levels and personal objectives
that are set from time-to-time.

    


    You must
be employed in good standing by SeaBright Insurance Company at the time of
payment to be eligible.  The bonus payment will be at the sole
discretion of SeaBright and its Board of Directors.

    


    Bonus
Guarantee:

    2010
Performance Year

    For Bonus
Plan Year 2010 only, we will guarantee a minimum bonus paid of 65% payable on or
before March 15, 2011.  Such grant is subject to approval by the
Compensation Committee of SeaBright’s Board.

    


    You must
be employed in good standing by SeaBright Insurance Company at the time of
payment to be eligible.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      Scott
Maw

      January
4, 2010

      
        Page 2 of
6

        
          

          

        

      

    

    Sign
on Restricted Stock:

    We will
recommend to SeaBright’s Board of Directors the needed number of shares that
equals $500,000 of SeaBright’s Restricted Stock Grants to be awarded to you in
accordance with SeaBright’s attached Amended and Restated 2005 Long-Term Equity
Incentive Plan (the “Plan”).  Such grant is subject to approval by the
Compensation Committee of SeaBright’s Board at the next regularly scheduled
meeting following your date of hire.

    


    $250,000
(50%) of such Restricted Stock Grant will vest twelve months from the date of
grant.  If you terminate your employment with SeaBright on a voluntary
basis within 36 months of your employment date, the Restricted Stock Grant which
vests twelve months from the date of grant is subject to your repayment to
SeaBright of 100% of its value, calculated as the dollar value of the shares at
the date of grant or the replacement of the actual shares.

    


    The
remainder $250,000 (50%) of the total $500,000 Restricted Stock Grant will vest
on the third anniversary of your date of grant (“cliff vesting”).

    


    Prior to
vesting, the restricted common stock may not be sold, pledged or transferred and
will be subject to other restrictions as more fully described in “the
Plan.”

    


    2010
Performance Year – Long-Term Equity Incentive Plan:

    It is our
intent in connection with the 2010 calendar year only to guarantee your
participation at a specified level in the Plan as set forth
below.  The participation will be subject to our usual proportionate
distribution between Restricted Stock Grants and Incentive Stock
Options.  The proportion for Restricted Stock Grants is 75% and the
proportion for Incentive Stock Options is 25%.  We will utilize your
base salary of $350,000 as the “Equivalent Value” to calculate the actual number
of Restricted Stock Grants and Incentive Stock Options.

    


    Restricted
Stock Guarantee:

    


    We will
recommend to SeaBright’s Board of Directors the needed number per the above
“Equivalent Value” of Restricted Stock Grants applying the 75% proportional
distribution to be awarded to you in accordance with the Plan.  Such
grant is subject to approval by the Compensation Committee of SeaBright’s
Board.  It is anticipated that this award will be made in the first
quarter of calendar year 2011.  The Restricted Stock Grants will vest
100% consistent with our Plan, including three year (“cliff vesting”) from the
date of the grant. Prior to 100% vesting, the restricted common may not be sold,
pledged or transferred and will be subject to other restrictions as fully
described in the Plan (see attached).

    


    You must
be employed in good standing by SeaBright Insurance Company at the time of the
grant to be eligible.

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        Scott
Maw

        January
4, 2010

        
          Page 3 of
6

          
            

            

          

        

      

    

    Incentive
Stock Options Guarantee:

    


    We will
recommend to SeaBright’s Board of Directors the needed number per the above
“Equivalent Value” of Incentive Stock Options applying the 25% proportional
distribution to be awarded to you in accordance with the Plan.  Such
grant is subject to approval by the Compensation Committee of SeaBright’s
Board.  It is anticipated that this award will be made in the first
quarter of calendar year 2011.

    


    These
options will vest over 4 years from your date of grant according to the
following schedule as long as you are employed at SeaBright at the end of each
year:

    


    At the
end of year one:   25%

    At the
end of year two:   50%

    At the
end of year three: 75%

    At the
end of year four:  100%

    


    The
exercise price of these options will be equal to the closing price of
SeaBright’s stock as listed on the NYSE on the date of the grant.

    


    You must
be employed in good standing by SeaBright Insurance Company at the time of the
grant to be eligible.

    


    Relocation:

    The
entire value of this relocation package is capped at $200,000.00.  You
will be entitled to the benefits of SeaBright’s Corporate Relocation Package
which includes:

    


           
Sale of a
Residence:

    
      	
               
      

            	
              ·

            	
              Closing
      costs on the sale of your current
home.

            


    

    
      	
               
      

            	
              ·

            	
              Real
      estate broker’s fee not exceeding the reasonable and customary rate
      effective in the area.

            


    

    


          
 Reimbursement of
Moving Expenses:

    
      	
               
      

            	
              ·

            	
              All
      reasonable expenses in connection with packing, loading, transporting,
      insurance, unloading and unpacking (optional) of normal household goods
      and personal belongings will be
reimbursed.

            


    

    


    The company will reimburse
for reasonable temporary living expenses.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Scott
Maw

      January
4, 2010

      
        Page 4 of
6

        
          

          

        

      

    

    Reimbursement of House
Hunting Expenses:

    
      	
               
      

            	
              ·

            	
              All
      reasonable expenses relating to two trips for the employee and
      spouse/partner to find a new residence will be reimbursed, including
      transportation, meals, lodging and car
rental.

            


    

    


    Travel

    
      	
               
      

            	
              ·

            	
              While
      your family is still residing in Ohio, we agree to pay reasonable travel
      expense to return to Ohio at appropriate
  intervals.

            


    

    


    
       
       All reimbursable expenses
will be grossed-up for tax purposes, using an assumed tax rate of
25%.

    

    


      
     Recapture

    
      	
               
      

            	
              ·

            	
              The
      relocation expense is subject to your repayment to SeaBright of 50% of the
      actual relocation expenses you incur should you terminate your employment
      with SeaBright on a voluntary basis within 12 months of your employment
      date.

            


    

    


    Severance
Protection:

    In the
event you are terminated from SeaBright (other than for Cause as defined below)
due to elimination of position or a material change in control of SeaBright
during the first 12 months of your employment, you will be entitled to 100% of
your annual base salary, payable from the date of termination for a period of
twelve (12) months thereafter.

    


    Cause, as
defined for purposes of this provision, means:  (1) An act of
misconduct, (2) fraud or dishonesty related to the duties of the position; (3) A
conviction of a felony or any crime involving dishonesty, breach of trust, or
physical or emotional harm to any person (or entering a plea of guilty or nolo
contendere with respect to any such crime); (4) Failure to follow directives or
perform specified duties, or (5) insubordination; or (6) Improper conduct toward
any employee or agent of SeaBright.

    


    Prior
Employer Relocation:

    It is our
understanding that you are subject to a 50% “repayment” provision in connection
with your relocation to Ohio paid by your current employer.  We are
told that amount is approximately $75,000.

    


    Should
that repayment be due, we agree to either pay directly to your employer or
reimburse you for that expense.

    


             Recapture

    
      	
               
      

            	
              ·

            	
              The
      repayment expense in connection with your prior employer is 100%
      reimbursable to us should you terminate your employment with SeaBright on
      a voluntary basis within 12 months of your employment
  date.

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      
        Scott
Maw

        January
4, 2010

        
          Page 5 of
6

          
            

            

          

        

      

    

    Insured
Benefits:

    You will
be eligible to participate in SeaBright’s group medical, dental, prescription,
vision, life, and disability insurance programs the first of the month
coinciding or following your date of hire.

    


    401(k)
Plan:

    All full
time employees who meet the eligibility requirements are immediately eligible to
participate in the SeaBright Insurance Company 401(k)
Plan.  Enrollment will become effective as soon as administratively
feasible which typically means 1 to 2 pay periods.

    


    SeaBright
will make a matching contribution to your account in an amount equal to 100% of
the first 5% of your eligible compensation, contributed to the Plan as pretax
contributions.  You will be 100% vested in these contributions when
made.

                                              

    Vacation:

    An amount
equal to four weeks vacation annually, plus floating holidays as provided in
SeaBright’s vacation policy and holiday schedule.  Your vacation
allowance will accrue based on your date of hire.

                                              

    Confidentiality
and Other Agreements:

    You are
required by the Board of Directors to sign SeaBright’s Confidentiality
Agreement, Code of Conduct-Senior Financial Employees, Conflict of Interest and
Code of Conduct Policy and the Policy on Insider Trading.

    


    Compliance
With Other Agreements:

    It is
understood that you have complied and will continue to fully comply with any
policies covering trade secrets, inventions, confidential information,
non-competition or solicitation from any former employer.

    


    Background
and Reference Check:

    This
offer is contingent upon the completion of a satisfactory background and
reference check.  This shall be at the sole discretion of SeaBright
and/or its Board of Directors.

    


    At-Will
Employment:

    Your
employment at SeaBright is "at will" and may be terminated by either you or
SeaBright at any time with or without cause, with or without prior notice or
warning.

    


    Employment
Agreement:

    This
Offer of Employment contemplates the execution of a more formal employment
agreement between the parties over the next 12 months from date of
hire.

    


    Proposal Expiration:

    Terms of
Proposed Employment will expire if no written acceptance is received by January
5, 2010.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      
        Scott
Maw

        January
4, 2010

        
          Page 6 of
6

          
            

            
As we
understand, you may have an additional financial exposure related to your
resignation’s notice obligations.  This exposure involves a potential
return to Chase of realized profits in connection with the exercise of certain
stock options.  Such exposure is estimated at $110,000.  We
agree to work in good faith to help alleviate the cost should it
arise.

        

      

    

    


    Scott, I
speak not only for myself, my management team, and our Board when I express how
pleased and excited we all are to welcome you to the SeaBright
family.

    


    Offered
on behalf of SeaBright by:

    


    


    


    
      	
              /s/ Gene Gerrard

            	 
      	
              1/4/10

            	 
      
	
              Gene
      Gerrard

            	 
      	
              Date

            	 
      
	
              AVP,
      Human Resources

            	
               

            	 
      	 
      


    

    
      


      


      Enclosures
– Amended and Restated 2005 Long-Term Equity Incentive Plan, Confidentiality
Agreements, Mutual Non-Disclosure Agreement, Employment Application, 2010 W4,
Direct Deposit Form, I-9, and Release for Background Check.

      
         

        
          

          
Candidate
Declaration

      

    

    I
have read and discussed the offer of employment as outlined in this
letter.  I understand the conditions of employment with SeaBright and
I accept this offer.

    


    
      	
              /s/
      Scott H. Maw

            	 
      	
              1/5/10

            	 
	
              Signature

            	 
      	
              Date

            	 


    

    


    
      
        
          

          

        

      

    

    If
you accept SeaBright’s offer of employment as outlined in this letter, please
remember to sign one copy and return it to Human Resources in the self-addressed
envelope, along with a completed:

    


    
      	
               
      

            	
              q

            	
              Confidentiality
      Agreement

            


    

    
      	
               
      

            	
              q

            	
              Disclosure Authorization
      Form

            


    

    
      	
               
      

            	
              q

            	
              I-9

            


    

    
      	
               
      

            	
              q

            	
              W4

            


    

    
      	
               
      

            	
              q

            	
              Direct Deposit Form
      (include a
      voided check)

            


    

    
      	
               
      

            	
              q

            	
              Application

            


    

    
      	
               
      

            	
              q

            	
              Mutual Non-Disclosure
      Agreement

            


    

    


    Upon
receipt of this letter and accompanying forms, Human Resources will send you a
new hire package that contains information about SeaBright’s employment
practices and forms for enrollment in SeaBright’s insured benefits
program.

    


    


    
      	 
      	 
	
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