EXHIBIT 10.2
EXECUTION COPY
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is entered into effective as of the 1st
of November 2004 ("Effective Date") on this 12th day of October 2004 by and
between ZENITH NATIONAL INSURANCE CORP., a Delaware corporation (the "Company"),
and JACK D. MILLER (hereinafter referred to as the "Executive").
WHEREAS the Executive is presently employed as President of Zenith Insurance
Company, a California corporation ("Zenith Insurance"), and a wholly owned
subsidiary of the Company, pursuant to a written Employment Agreement by and
between Zenith Insurance and the Executive dated October 20, 1997, which
agreement has been extended and modified pursuant to an Amendment dated as of
March 1, 2000 (as so amended, the "Existing Employment Agreement") and also
serves as an officer of the Company without any additional compensation; and
WHEREAS the Existing Employment Agreement expires on October 31, 2004, the
Company and the Executive deem it in their respective best interests to enter
into this Employment Agreement to supercede the Existing Employment Agreement;
NOW, THEREFORE, the parties agree as follows:
1.
Employment.
(A)
SUBJECT TO EARLIER TERMINATION AS PROVIDED
HEREIN, THE EXECUTIVE IS EMPLOYED AS PRESIDENT OF ZENITH INSURANCE FROM THE
EFFECTIVE DATE THROUGH THE TERM OF THIS
AGREEMENT (AS DEFINED BELOW).
THE EXECUTIVE SHALL ALSO SERVE, AS REQUESTED BY
THE COMPANY, AS AN OFFICER OF THE COMPANY AND ANY OF ITS SUBSIDIARIES AND
AFFILIATES WITHOUT ADDITIONAL COMPENSATION.
IN HIS CAPACITY AS PRESIDENT OF
ZENITH INSURANCE AND AS AN OFFICER OF THE COMPANY, ITS SUBSIDIARIES AND
AFFILIATES, THE EXECUTIVE SHALL DEVOTE HIS FULL BUSINESS TIME AND ENERGY TO THE
BUSINESS, AFFAIRS AND INTERESTS OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES
AND MATTERS RELATED THERETO.
DURING THE TERM OF THE AGREEMENT THE EXECUTIVE
SHALL HAVE NO OTHER EMPLOYMENT OTHER THAN WITH THE COMPANY OR A SUBSIDIARY OR AN
AFFILIATE OF THE COMPANY, EXCEPT WITH THE PRIOR WRITTEN APPROVAL OF THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD").
THE EXECUTIVE SHALL HAVE SUCH DUTIES
AND RESPONSIBILITIES AND SUCH EXECUTIVE POWER AND AUTHORITY AS IS CUSTOMARY FOR
AN OFFICER IN HIS POSITION AND AS SHALL BE ALLOCATED TO HIM IN SUCH CAPACITY AND
SUCH OTHER DUTIES AND RESPONSIBILITIES AS THE BOARD OR THE CHAIRMAN OF THE BOARD
AND PRESIDENT OF THE COMPANY (THE "CHAIRMAN") SHALL ASSIGN FROM TIME TO TIME
PROVIDED SUCH ASSIGNMENTS SHALL NOT BE INCONSISTENT WITH THE EXECUTIVE'S
POSITION WITH THE COMPANY.
THE COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT THE
EXECUTIVE SHALL HAVE THE RIGHT TO SERVE IN ANY CAPACITY WITH CIVIC, EDUCATIONAL,
CHARITABLE AND PROFESSIONAL ORGANIZATIONS AND TO MAKE AND MANAGE PERSONAL
BUSINESS INVESTMENTS THAT DO NOT VIOLATE THE NONCOMPETITION PROVISIONS OF
SECTION 10 OF THIS AGREEMENT SO LONG AS SUCH ACTIVITIES DO NOT INTERFERE WITH
THE DISCHARGE OF HIS DUTIES TO THE COMPANY HEREUNDER.
(B)
DURING HIS EMPLOYMENT HEREUNDER, THE
EXECUTIVE SHALL REPORT TO THE CHAIRMAN.
(C)
THE EXECUTIVE SHALL NOT BE REQUIRED TO
RELOCATE OUTSIDE OF SOUTHERN CALIFORNIA IN ORDER TO PERFORM THE SERVICES
HEREUNDER, WITHOUT THE EXECUTIVE'S CONSENT, EXCEPT FOR TRAVEL