Exhibit 10.1 


EMPLOYERS HOLDINGS, INC. 

EQUITY AND INCENTIVE PLAN


DIRECTOR RESTRICTED STOCK UNIT AGREEMENT


                    THIS
DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made effective
as of the 28th day of May, 2009 (the “Date of Grant”), between
Employers Holdings, Inc. (the “Company”) and the individual named as the
grantee on the signature page hereto (the “Grantee”). Capitalized terms not
defined herein will have the meanings ascribed to such terms in the Company
Equity and Incentive Plan, as amended from time to time (the “Plan”). To the
extent that there is a conflict between the terms of the Plan and this
Agreement, the terms of the Plan will govern. 


                    Grant
of Restricted Stock Units. The Company hereby grants to the Grantee,
subject to adjustment as set forth in the Plan, __________________ Restricted
Stock Units (together with any additional Restricted Stock Units credited
pursuant to the applicable provisions of Section 4, the “RSUs”). The RSUs shall
be subject to the terms and conditions set forth herein and, to the extent
applicable, the Plan. 


                    Vesting
of Restricted Stock Units. 


                              Subject
to Sections 2(b) and (c) below, the RSUs shall become fully vested on the first
anniversary of the Date of Grant. 


                              Change
in Control. If the Grantee’s status as a member of the Board terminates as
of or following a Change in Control, then the RSUs shall become fully vested as
of such date of termination. 


                              Termination
of Status as a Director by Reason of Death. If the Grantee’s status as a
member of the Board terminates by reason of death, then the RSUs shall become
fully vested as of such date of termination. 


                              Termination
of Status as a Director other than by Reason of Death. Subject to Section
2(b) above, if the Grantee’s status as a member of the Board terminates for any
reason other than by reason of death, then the RSUs shall continue to vest in
accordance with the original vesting schedule set forth in Section 2(a) above. 


                    Deferral
Election. The Grantee may elect to defer settlement of the vested RSUs
until the later of (a) the first anniversary of the Date of Grant and (b) six
months following the Grantee’s termination of service as a member of the Board,
subject however to earlier settlement (i) upon or within 30 days following the
Grantee’s death or (ii) upon, or within 30 days following, a Change in Control that
constitutes a “change in control event” within the meaning of section 409A of
the Code. To do so, the Grantee must make a valid and timely election pursuant
to the terms of the deferral election form provided to the Grantee for this
purpose. 


                    Dividend
Equivalent Rights. In the event that a Grantee has made a deferral election
as to the settlement of vested RSUs pursuant to Section 3 above, the Grantee
shall be entitled to be credited with dividend equivalents with respect to the
vested RSUs beginning on the first anniversary of the Date of Grant, and
calculated as follows: on each date thereafter that a cash dividend is paid by
the Company while the vested RSUs are outstanding, the Grantee shall be
credited with an additional number of RSUs equal to the number of whole shares
of Stock (valued at the Fair Market Value on such date) that could be purchased
on such date with the aggregate dollar amount of the cash dividend that would
have been paid on the vested RSUs had the vested RSUs been issued as shares of
Stock. The additional RSUs credited under this Section 4 shall be subject to
the same terms and conditions applicable to the RSUs originally awarded
hereunder, including, without limitation, for purposes of crediting of
additional dividend equivalents. No dividend equivalent rights will be credited
to the RSUs unless and until distribution of such RSUs is deferred following
the first anniversary of the Date of Grant pursuant to Section 3 above. 


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                    Settlement
of RSUs. Unless the Grantee has made a valid deferral election pursuant to
Section 3 above or unless otherwise provided in the Plan, including, without
limitation, by reason of a Change in Control, the RSUs shall be settled in
whole shares of Stock (i.e., the
Grantee shall receive one share of Stock for each RSU) (a) within 30 days
following the first anniversary of the Date of Grant or (b) if earlier, upon,
or within 30 days following, the earlier to occur of (i) a Change in Control
that constitutes a “change in control event” within the meaning of section 409A
of the Code and (ii) the Grantee’s death. 


                    No
Right to Continued Service as a Director. Neither the Plan nor this
Agreement shall be construed as giving the Grantee the right to be retained as
a member of the Board. 


                    Legend
on Certificates. The certificates representing the whole shares of Stock
issued in settlement of the RSUs that are delivered to the Grantee pursuant to
Section 5 above shall be subject to such stop transfer orders and other
restrictions as the Committee may determine is required by the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any stock exchange upon which such shares of Stock are listed, any applicable
federal or state laws and the Company’s Certificate of Incorporation and
Bylaws, and the Committee may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions. 


                    Transferability.
An RSU may not be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by the Grantee otherwise than by will or by the laws
of descent and distribution, and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Subsidiary of the Company; provided
that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance. 


                    Taxes.
The Company shall be entitled to require, as a condition of delivery of the
shares of Stock or if applicable, cash, in settlement of the RSUs, that the
Grantee agree to remit when due an amount in cash sufficient to satisfy all then
current and/or estimated future federal, state and local withholding, and other
taxes relating thereto. 


                    Securities
Laws. Upon the acquisition of any shares of Stock pursuant to the
settlement of the RSUs, the Grantee will make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement. 


                    Notices.
Any notice under this Agreement shall be addressed to the Company in care of
the Chief Legal Officer, addressed to the principal executive office of the
Company and to the Grantee at the address last appearing in the records of the
Company for the Grantee or to either party at such other address as either
party hereto may hereafter designate in writing to the other. Any such notice
shall be deemed effective upon receipt thereof by the addressee. 


                    Governing
Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, without regard to the conflicts of laws provisions
thereof. 


                    Restricted
Stock Units Subject to Plan. By entering into this Agreement the Grantee
agrees and acknowledges that the Grantee has received and read a copy of the
Plan. The RSUs and the Shares issued upon settlement thereof are subject to the
Plan, which is hereby incorporated by reference. In the event of a conflict
between any term or provision contained herein and a term or provision of the
Plan, the applicable terms and provisions of the Plan shall govern and prevail.



                    No
Stockholder Rights. The Grantee shall have no rights of a stockholder of
the Company with respect to the RSUs, including, but not limited to, the rights
to vote and receive ordinary dividends other than the dividend equivalents
described in paragraph 1 above, until the date of issuance of a stock
certificate for such shares of Stock. 


                    Section
409A Compliance. It is intended that this Agreement and any related
deferral elections shall comply with the provisions of section 409A of the Code
so as not to subject the Grantee to the payment of additional taxes or interest
under section 409A of the Code. In furtherance of this intent, this Agreement
shall be interpreted, operated, and administered in a manner consistent with
these intentions, and to the extent that any regulations or other guidance
issued under section 409A of the Code would result in the Grantee being subject
to payment of additional income taxes or interest under section 409A of the
Code, the Grantee and the Company agree to amend this Agreement the extent
feasible to avoid the application of such taxes or interest under section 409A
of the Code. 


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                    Signature
in Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. 


                    IN
WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
hereto. 


	
 

	
 

	
 

	
 


	
 

	
EMPLOYERS
 HOLDINGS, INC.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
Douglas D.
 Dirks

	
 


	
 

	
President
 and Chief Executive Officer

	
 


	
 

	
 

	
 

	
 


	
 

	
GRANTEE

	
 


	
 

	
 

	
 


	
 

	


	
 





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