Exhibit 10-1


 


April 1, 2005 
“Revised 5/18/05”


 


Mr. Elliot Orol


200 East 82nd Street


New York, New York 10028


 


Dear Elliot:


 


To confirm our recent
conversations, I am  pleased to extend a
formal offer of  full time employment
with The Navigators Group, Inc.  Terms of
our offer are as follows:


 


	
  Position

  	
   

  	
  Senior Vice
  President and General Counsel of

  
	
   

  	
   

  	
  Navigators
  Management Company

  
	
   

  	
   

  	
  Navigators
  Insurance Company

  
	
   

  	
   

  	
  NIC
  Insurance Company

  
	
   

  	
   

  	
   

  
	
  Position
  Reports to:

  	
   

  	
  Stan
  Galanski

  



 


 


Scope or
Responsibility:


 


Manage the legal needs of
Navigators and specific projects as assigned by the President. Provide counsel
to NMC’s management team on relevant legal matters. Provide counsel to Human
Resources manager on employment related legal matters. Serve as Chief Compliance
Officer for Navigators. Manage the  state
filings, agency licensing, and regulatory compliance function.


 


Key
Functional Responsibilities:


 


1.               Serve
as Chief Compliance Officer


2.               Provide
legal counsel to Navigator’s executive management team and staff.


3.               Coordinate
use of outside legal counsel in a cost effective manner.


4.               Serve
as Chair of the PSA/ Commission Practices Committee


5.               Manage
the state filings / regulatory compliance unit in Schaumburg.


 





















 


6.               Handle
contract approval process and get involved in contract negotiations as required
for written contracts ranging from leases to agency agreements.


7.               Serve
on the Disclosure Committee


8.               Provide
legal counsel to Human Resources on employment related legal issues.


9.               Other
responsibilities as may be assigned by the President of NMC.


 


	
  Base
  Salary:

  	
   

  	
  $210,000
  annually, payable semi-monthly.

  
	
   

  	
   

  	
   

  
	
  Cash
  Bonus:

  	
   

  	
  You will be
  eligible for an annual incentive compensation award based upon a combination
  of corporate and individual performance. For 2005, your target bonus award is
  60% of your base salary. Your actual award will be between 0 and 150% of your
  target, based upon performance. Annual incentive awards are paid through a
  combination of cash and long term incentives (stock, stock options or SAR’s).

  
	
   

  	
   

  	
   

  
	
  Pension
  Plan:

  	
   

  	
  You will be
  eligible for participation in the Money Purchase Plan beginning in 2006.
  Although contributions are not guaranteed, Navigators has contributed an
  amount equal to 15% of a participating employees’ base salary to the pension
  plan each year since the inception of the plan. The benefit is entirely
  funded by Navigators. At the conclusion of each calendar year, the Board of
  Directors determines the amount of the contribution as a percentage of base
  salary, based upon the Company’s results.

  
	
   

  	
   

  	
   

  
	
  Medical/Dental/Life:

  	
   

  	
  Navigators
  maintains high quality company benefits, including medical, dental and life
  insurance; a 401-k plan; a discounted Employee Stock Purchase Plan;
  Educational Assistance and an Employee Assistance Plan.

  
	
   

  	
   

  	
   

  
	
  Vacation:

  	
   

  	
  You will be
  eligible for 4 weeks paid vacation annually.

  
	
   

  	
   

  	
   

  
	
  Location:

  	
   

  	
  Rye Brook,
  New York. It is expected that your responsibilities will require periodic
  travel.

  



 


Subject to acceptable
performance, I will recommend that you be promoted to Senior Vice President and
General Counsel of The Navigators Group, Inc. within the next six months.  Your salary will be adjusted to an annual
base salary of $225,000 at the time of that promotion.


 





















 


All specific benefit terms
outlined in this offer letter are subject to the specific plan descriptions
provided in our employee manual.


 


I have enjoyed having the
opportunity to work with you over the past 150 days and recognize the broad
involvement you’ve had in the company.  I
look forward to your ongoing contribution to Navigators going forward.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Stanley
  A. Galanski

  	
   

  
	
   

  	
   

  
	
   

  	
  Stanley A.
  Galanski

  
	
   

  	
  President

  
	
   

  	
  The
  Navigators Group, Inc.

  
	
   

  	
  Navigators
  Insurance Company

  
	
   

  	
  NIC
  Insurance Company

  
	
   

  	
  Navigators
  Management Company, Inc.

  



 


 


cc:           Marilynn
Gallo