Exh 10.1 - 2005 Bonus Plan




Exhibit 10.1 



SeaBright Insurance
Holdings, Inc.
Bonus Plan 2005 





Objective: 



To provide a positive incentive to
achieve and exceed the board approved budget goals for a calendar year. Act as a
complement to our overall “pay for performance” compensation program by
augmenting our long-term stock option plan and competitive base salary. 



Plan: 



Plan consists of three distinct
benchmarks of achievement. They are as follows: 



          	 	1. 	
               Threshold – adjustment to target value at which a reduced bonus
               pool is earned and below which no bonus pool is earned. 


               



          	 	2. 	
               Target – the value at which a full bonus pool is earned and is equal to the
               board approved after-tax GAAP profit for year, adjusted to exclude all capital
               gains and losses. 


               



          	 	3. 	
               Maximum – the value at which the maximum bonus pool is earned which is
               capped at 200% of the pool earned at target. 


               




Plan Outline: 



     	I)	
          Each bonus-qualified position (manager and above) that is eligible for
          participation in any pool that may be earned has a pre-designated percentage
          that is applied against base salary. 


          



Bonus Percent Tiers are: 



	 	•	
15% at Target
	 	•	
20% at Target
	 	•	
30% at Target
	 	•	
40% at Target
	 	•	
50% at Target
	 	•	
65% at Target
	 	 	
 






          	II)	
               Each year the Compensation Committee approves the annual bonus plan and approves
               the values for the establishment of any bonus pool. The Compensation Committee
               shall further approve the individual award of bonuses paid to Section 16
               designated officers. The Compensation Committee may revise the annual bonus plan
               from time to time to take into account and adjust for equity added to
               the Corporation from capital raising activities. 


               



          	III)	
               The plan consists of two major components: 


               



          	 	i) 	
               Board approved corporate after-tax earnings, adjusted for the elimination of
               capital gains and losses, must be achieved within the board-approved values
               before a bonus pool is established. Approved earnings are inclusive of bonus
               payments at target. 


               


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          	 	ii) 	
               If a “bonus pool” is earned, the next component establishes the amount
               a bonus eligible employee will receive.  


               



	 	•	
Individual bonus amounts are calculated, based upon the accomplishment of individual pre-agreed business unit
or department quantitative goals, plus selected individual personal achievement goals.








	 	
All
such values shall be contained in a formal “Bonus Exhibit” which is agreed upon
and signed by the bonus eligible employee and the responsible executive officer. 











	 	•	
The only exception to this second component is the positions of Executive Vice President
and Chief Financial Officer whose bonus shall depend solely upon the accomplishment of the
corporate “target” threshold or maximum. 






     	IV)	
          All individual employee bonus amounts that may result from the application of
          the plan are subject to modification based upon the sole discretion of the
          supervising executive officer, and the CEO. 


          



     	V)	
          Prior to the payment of any bonus amounts, a schedule shall be created listing
          each participant and the recommended amount for each. Such list must be
          submitted to the Chief Executive Officer for approval. 


          



     	VI)	
          Payment of any earned bonus shall be made on or about March 15, immediately
          after the close of the bonus eligible calendar year. 


          


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