ex101toform8k03581_01312008.htm


    Exhibit
      10.1

     

    INTEGRATION
      BONUS AND ENHANCED SEVERANCE AGREEMENT

     

    THIS
      INTEGRATION BONUS AND ENHANCED SEVERANCE AGREEMENT (the “Agreement”) is entered
      into by and among AmCOMP Incorporated, a Delaware corporation (the
“Company”),Employers Holdings, Inc., a Nevada corporation (“Parent”) and Debra
      Cerre-Ruedisili (the “Executive”), effective as of the date of execution of the
      Merger Agreement (as defined below) (the “Effective Date”).  Terms
      capitalized but not defined herein shall have the meanings given them in the
      Employment Agreement (as defined below).

     

    WHEREAS,
      the Executive is employed by the Company in the position of Executive Vice
      President and Chief Operating Officer;

     

    WHEREAS,
      the Company and the Executive entered into that certain Amended and Restated
      Employment Agreement, dated as of August 22, 2005 (the “Employment
      Agreement”);

     

    WHEREAS,
      the Company and Parent have entered into that certain agreement and plan of
      merger (the “Merger Agreement”) pursuant to which wholly owned subsidiary of
      Parent will merge with and into the Company (the “Merger”) upon closing of the
      Merger;

     

    WHEREAS,
      the Company and Parent recognize the importance of the Executive’s contribution
      and assistance in ensuring a smooth transition and integration and of the
      Executive’s continuation of employment through the closing of the Merger, and
      for a period thereafter; and

     

    WHEREAS,
      the Executive desires to continue in employment and assist and cooperate in
      facilitating the closing of the Merger and to perform such transition and
      integration planning functions and duties as may be requested by the Company
      and
      Parent, on the terms and conditions set forth herein.

     

    NOW,
      THEREFORE, in consideration of the mutual agreements set forth herein and for
      other good and valuable consideration, the receipt and adequacy of which is
      hereby acknowledged, the Company, Parent and the Executive hereby agree as
      follows:

     

    1.           
      Term.  The
      Agreement shall commence on the Effective Date and shall terminate when all
      payments to the Executive pursuant to Sections 3 and 4 have been made (the
      “Term”).  The Executive’s employment with the Company shall terminate
      upon the date that is 60 calendar days following the closing of the Merger
      (the
“Separation Date”)..

     

    2.           
      Duties.  During
      the Term, the Executive will be required to cooperate and otherwise use her
      best
      efforts to ensure a smooth transition and integration for a successful Merger
      between the Company and Parent and to perform such other transition, integration
      and planning functions and duties as may be assigned by the Board of Directors
      of the Company prior to the close of the Merger (the “Company Board”), and by
      the Chief Executive Officer or the President and Chief Operating Officer of
      Parent from and following the close of the Merger.

     

    
      
        	 	
                 1

              	
                 

              


      

    

    
      
        

      

    

    
    

     

    3.           
      Integration
      Bonus.  Subject to the consummation of the Merger, and provided
      that the Executive satisfactorily performs her duties, as described in Section
      2
      above, as determined in good faith by the Company Board prior to the close
      of
      the Merger, and by the Chief Executive Officer or the President and Chief
      Operating Officer of Parent from and following the close of the Merger, and
      either the Executive remains employed by the Company through the Separation
      Date
      or the Executive’s employment is terminated by Parent or the Company other than
      for Cause on or prior to the Separation Date, the Executive will be entitled
      to
      receive a bonus (the “Integration Bonus”) in an amount equal to $200,000,
      payable as soon as practicable, but in no event later than, 15 calendar days
      following the Separation Date.

     

    4.           
      Separation and
      Severance Payment.  The parties acknowledge and agree that the
      Executive’s employment with the Company shall terminate as of the Separation
      Date, and the Executive shall continue to be eligible to receive the severance
      payments and benefits subject and pursuant to the terms and conditions set
      forth
      in Section 7 of the Employment Agreement, except as modified below:

     

    
      	
               

            	
              (a)

            	
              Provided
                that either the Executive remains employed by the Company through
                the
                Separation Date, or the Executive’s employment is terminated by the
                Company or Parent pursuant to clause (iv) of Section 7(a) of the
                Employment Agreement at any time following the closing of the Merger,
                then, in lieu of (and not in addition to) the payments and benefits
                set
                forth in Section 7(c) of the Employment Agreement, Parent will pay,
                or
                will cause the Company to pay, to the Executive, 18 equal months
                of
                severance pay commencing on the Separation Date; each monthly payment
                shall be an amount equal to the sum of (i) one-sixth the Executive’s
                annual Salary in effect immediately prior to such termination (i.e.,
                an
                amount representing two months’ Salary) and (ii) one-twelfth of the amount
                of incentive compensation and bonuses approved and accrued for the
                Executive in respect of the most recent fiscal year preceding such
                termination (the “Enhanced Merger Severance”) and Parent will provide, or
                will cause the Company to provide the Executive with the benefits
                referenced in Section 5(b) of the Employment Agreement for 18 months
                following the Separation Date. 

            


    

     

    
      	
               

            	
              (b)

            	
              In
                consideration for the Enhanced Merger Severance, the Executive
                acknowledges and agrees that she is subject to, and will continue
                to be
                subject to, the terms and conditions of the restrictive covenants
                set
                forth in Section 9 of the Employment Agreement for the 18-month period
                set
                forth therein (the “Restricted Period”).  The Executive further
                agrees to make herself available to the Company and Parent and to
                assist
                the Company and Parent during the Restricted Period in performing
                such
                duties as the Company or Parent may request from time to time.
                

            


    

     

     

    
      
        	 	
                 2

              	
                 

              


      

    

    
      
        

      

    

    
    

     

     

    
      	
               

            	
              (c)

            	
              Notwithstanding
                anything to the contrary contained in the Agreement, (i) if the Executive
                is determined to be a “specified employee” (within the meaning of Section
                409(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended
                (the
                “Code”)), then any portion of the Enhanced Merger Severance that is
                otherwise due to be paid or provided to the Executive during the
                first six
                months after the Separation Date shall, to the extent required to
                avoid
                negative tax consequences under Section 409A of the Code, be suspended
                and
                instead paid on the date that is six months and one day following
                the
                Separation Date; and (ii) the Executive shall not be considered to
                have
                terminated employment with the Company for purposes of this Agreement
                or
                the Employment Agreement unless the Executive would be considered
                to have
                incurred a “separation from service” from the Company within the meaning
                of Section 409A of the Code. 

            


    

     

    5.           
      Survival of the
      Employment Agreement.  Notwithstanding anything to the contrary
      contained in the Agreement, except as modified pursuant to Section 4 above,
      the
      Employment Agreement remains in effect and the Executive remains subject to
      the
      terms and conditions set forth therein.

     

    6.           
      Entire
      Agreement.  The Agreement, together with the Employment
      Agreement, as hereby modified, sets forth the entire agreement of the parties
      hereto in respect of the subject matter contained herein and, as of the
      Effective Date, supersedes all prior agreements, promises, covenants,
      arrangements, communications, representations or warranties, whether oral or
      written, by any officer, employee or representative of any party hereto and,
      as
      of the Effective Date, any prior agreements of the parties hereto in respect
      of
      the subject matter contained herein are hereby terminated and
      cancelled.

     

    7.           
      Withholding.  All
      amounts payable to the Executive under the Agreement shall be subject to
      applicable withholding of income, wage and any other applicable
      taxes.

     

    8.           
      Amendment or
      Modification; Waiver.  No provisions of the Agreement may be
      modified, waived or discharged unless such waiver, modification or discharge
      is
      agreed to in writing signed by the Executive and such officer of the Company,
      prior to the close of the Merger, and Parent from and following the close of
      the
      Merger, as may be specifically designated by the Company Board or the Board
      of
      Directors of Parent, respectively.  No waiver by any party hereto at
      any time of any breach by another party hereto of, or compliance with, any
      condition or provision of the Agreement to be performed by such other party
      shall be deemed a waiver of similar or dissimilar provisions or conditions
      at
      the same or at any prior or subsequent time.

     

    9.           
      Law
      Governing.  The Agreement shall be governed by and construed in
      accordance with the laws of the State of Florida, except that body of law
      relating to choice of laws.

     

    10.           
      No Right To Continued
      Employment.  Nothing in the Agreement shall confer upon the
      Executive any right to continue in the employ of the Company or shall interfere
      with or restrict in any way the rights of the Company or Parent, which are
      hereby expressly reserved, to discharge the Executive at any time for any reason
      whatsoever, with or without cause.

     

    11.           
      Severability;
      Enforcement.  If any provision of the Agreement, or the
      application thereof to any person, place, or circumstance, shall be held by
      a
      court of competent jurisdiction to be invalid, unenforceable, or void, the
      remainder of the Agreement and such provisions as applied to other persons,
      places and circumstances shall remain in full force and effect.

     

    
      
        	 	
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    12.           
      Agreement Void if
      No
      Merger.  Notwithstanding anything to the contrary contained in
      the Agreement, if the Merger is not consummated, then the Agreement shall be
      of
      no further force or effect and the Executive shall have no rights to receive
      any
      amounts hereunder, including, without limitation, the benefits set forth in
      Sections 3 and 4.  Notwithstanding anything to the contrary contained
      in the Agreement, neither the Company nor Parent shall be under any obligation
      to consummate the Merger or any other transaction at any time.

     

    13.           
      Counterparts.  The
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    IN
      WITNESS WHEREOF, the parties have executed the Agreement as of the Effective
      Date.

     

    
      	 	
              AmCOMP
                Incorporated

            
	 	 
	 	
              By:

            	
              
                /s/
                  Fred R. Lowe

              

            
	 	 	
              Name:

            	
              Fred
                R. Lowe

            
	 	 	
              Title:

            	
              Chief
                Executive Officer

            
	 	 	 	 
	 	
              Date:

            	
              
                January
                  31, 2008

              

            


    

    


    


    
      	 	
              Employers
                Holdings, Inc.

            
	 	 
	 	
              By:

            	
              
                /s/
                  Ann W. Nelson

              

            
	 	 	
              Name:

            	
              Ann
                W. Nelson

            
	 	 	
              Title:

            	
              Executive
                Vice President

            
	 	 	 	 
	 	
              Date:

            	
              
                January
                  30, 2008

              

            


    

    


    


    
      	 	
              Executive

            
	 	 
	 	
              
                /s/
                  Debra Cerre-Ruedisili

              

            
	 	 	
              Debra
                Cerre-Ruedisili

            
	 	 	 
	 	
              Date:

            	
              
                January
                  30, 2008

              

            


    

    
 

    
       

      
        
          	 	
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