EXHIBIT 10.3
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 ROBERT E. MEYER (hereinafter referred to as the "Executive").
WHEREAS the Executive is presently employed as Senior Vice President and Chief
Actuary of the workers' compensation business 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 SENIOR VICE PRESIDENT AND CHIEF ACTUARY OF
THE WORKERS' COMPENSATION BUSINESS 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
SENIOR VICE PRESIDENT AND CHIEF ACTUARY OF THE WORKERS' COMPENSATION BUSINESS 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.
2
(B)
DURING HIS EMPLOYMENT HEREUNDER, THE
EXECUTIVE