Exhibit
10.2


 


ZENITH NATIONAL INSURANCE CORP.

2004 RESTRICTED STOCK PLAN

RESTRICTED STOCK AWARD AGREEMENT


 


 


THIS
RESTRICTED STOCK AWARD AGREEMENT (the “Award
Agreement”) is made and entered into as of [                      ]
(the “Date of Grant”), by and between
Zenith National Insurance Corp., a Delaware corporation (the “Company”), and [                         ]
(the “Grantee”).  Capitalized terms not defined herein shall
have the meaning ascribed to them in the Zenith National Insurance Corp. 2004
Restricted Stock Plan (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 [                ]
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 with
respect to such Restricted Stock; provided however, that extraordinary or
non-cash dividends shall be subject to the same restrictions that apply to the
underlying Restricted Stock.


 


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.
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.


 


(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.:
   William J. Owen, Sr. Vice President

  
	
   

  	
  and
  Chief Financial Officer

  
	
   

  	
  Facsimile:
   818-592-0480

  
	
   

  	
   

  
	
  If to the Grantee:

  	
  [Name
  of Grantee]

  
	
   

  	
  [Address]

  



 





















 


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,
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:

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Social
  Security No.:

  	
   

  
	
   

  	
  Date: