AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”), effective as of February 8, 2008, to be effective as of January 1, 2008, is by and between First Acceptance Corporation, a Delaware corporation (the “ Company ”), and Keith Bornemann (“ Executive ”).

     In consideration of the continued employment of Executive by the Company, the grant to Executive by the Company on the date hereof of an equity award, and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive, intending to be legally bound, hereby agree as follows:

     1.  Employment . The Company agrees to employ Executive, and Executive accepts such employment, upon the terms and conditions set forth in this Agreement, for the period beginning as of the date hereof and ending upon his separation pursuant to Section 4 hereof (the “ Employment Period ”).

     2.  Position and Duties .

     (a) During the Employment Period, Executive shall serve as Corporate Controller of the Company and shall have the normal duties, responsibilities, functions and authority of such position.

     (b) During the Employment Period, Executive shall report to the Chief Financial Officer of the Company and shall devote his best efforts and his full business time and attention (except for time devoted to charitable and non-profit activities and service as a director on the board(s) of directors of companies (whether public or private) other than the Company, in each case, in a manner that does not interfere with the performance of his duties to the Company, vacation periods in accordance with the terms set forth herein, and periods of illness) to the business and affairs of the Company. Executive shall perform his duties, responsibilities and functions to the Company hereunder to the best of his abilities in a diligent, trustworthy and businesslike manner.

     3.  Compensation and Benefits .

     (a) Commencing on the date hereof and continuing throughout the Employment Period, Executive’s base salary shall be $135,000 per annum (the “ Base Salary ”). Executive’s Base Salary shall be payable by the Company in regular installments consistent with the Company’s general payroll practices. Executive’s Base Salary for any partial year shall be pro rated based upon the number of days elapsed in such year within the Employment Period. The Company shall perform an annual review of Executive’s Base Salary based on Executive’s performance of his duties and the Company’s other compensation policies; provided that the Base Salary shall not be reduced below $135,000.

     (b) During the Employment Period, Executive shall be eligible for an annual bonus of up to 35.0% of the Base Salary payable to Executive with respect to each fiscal year of the Company (the “ Annual Bonus ”). In each year, the amount of the Annual Bonus shall be determined based upon the Company’s evaluation of Executive’s personal performance and such

other criteria as may be determined by the Company. Each such bonus shall be paid to Executive reasonably promptly following the determination of the amount of such bonus, but in any event within the time periods required by applicable law (including Treasury Regulation 1.409A-1(b)(4)).

     (c) During the Employment Period, Executive shall be entitled to such health and welfare benefits (including participation in any 401(k) plan, profit sharing plan and/or stock purchase plan, and consideration for participation in any stock option plan) as are made available to the Company’s employees. Executive shall be entitled to three (3) weeks vacation per year.

     (d) During the Employment Period, the Company shall pay or reimburse Executive for all reasonable expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s normal requirements with respect to reporting and documentation of such expenses.

     (e) All amounts payable to Executive hereunder shall be subject to all withholding of the Company required by law.

     (f) The Company will indemnify and hold harmless Executive against all expenses, liabilities and losses arising in connection with any action, suit or proceeding that he is made a party to, or threatened to be made a party to, by reason of his employment with the Company or the fact that he, or a person of whom he is or was the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, in each case to the fullest extent provided for under the Company’s articles of incorporation and bylaws, each as in effect on the date of this Agreement.

     4.  Term; Severance .

     (a) The Employment Period will continue until Executive’s resignation, death or Disability (as defined below) or the Company’s termination of the Employment Period at any time with or without Cause (as defined below), in each case a “ Separation ” hereunder. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive, but not sooner than the date on which the notice is delivered.

     (b) In the event that the Company terminates Executive’s employment without Cause or Executive resigns with Good Reason (as defined below) within twelve (12) months following the occurrence of an event described in Section 4(f), Executive shall be entitled to:

     (i) receive his Base Salary through the effective date of the Separation,

     (ii) receive compensation, in accordance with Company policy, for any accrued and unused vacation as of the date of the Separation,

     (iii) reimbursement for expenses in accordance with Section 3(d) ,

     (iv) any accrued and unpaid bonus owed to Executive as of the date of the Separation (but only to the extent the targets or other criteria regarding such bonus are met during the relevant period),

     (v) receive an amount equal to Executive’s then current Base Salary, payable in regular installments in accordance with the Company’s general payroll practices in effect on the date of the Separation, for the period commencing on the day immediately following the Separation and continuing through the first anniversary of the Separation (the “ Severance Period ”); provided that, if the Company terminates Executive’s employment without Cause or Executive resigns with Good Reason, in each case, within twelve (12) months following a Change in Control (as defined below), then Executive shall be entitled to receive an amount equal to 150% of Executive’s then current Base Salary, payable in one lump sum as of the effective date of such Change in Control, and

     (vi) continue to participate during the Severance Period (at the Company’s expense to the same extent as participation for other employees of the Company is at the Company’s expense) in all employee health benefit programs made generally available to the Company’s employees (other than bonus and incentive compensation plans) to the extent permitted under the terms of such programs and under applicable law (it being understood that if Executive is unable to participate in any such plan by reason of prohibitions under the terms of such programs or under applicable law, the Company shall, in lieu of such participation, pay to Executive an amount in cash equivalent to the value of such participation); provided that Executive will be entitled to the amounts payable pursuant to clauses (v) and (vi) of this Section 4(b) if and only if Executive has executed and delivered to the Company a General Release in form and substance substantially similar to Exhibit A attached hereto. Notwithstanding the foregoing, all such rights to payments pursuant to clauses (v) and (vi) of this Section 4(b) shall cease in the event that the Company determines that Executive has breached any provision of Section 5 , Section 6 or Section 7 hereof. For purposes hereof, “ Change in Control ” means any transaction or event constituting a “Change in Control” as defined in the Company’s 2002 Long Term Incentive Plan, as amended.

     (c) In the event Executive ceases to be employed by the Company for any reason other than a termination by the Company without Cause or Executive’s resignation for Good Reason within twelve (12) months following the occurrence of an event described in Section 4(f), Executive shall be entitled to receive only his Base Salary through the effective date of the Separation, compensation, in accordance with Company policy, for any accrued and unused vacation, reimbursement for expenses in accordance with Section 3(d) , and any accrued and unpaid bonus (but only to the extent the targets or other criteria regarding such bonus are met during the relevant period), and Executive shall not be entitled to any other salary, compensation or benefits from the Company or its Subsidiaries (as defined below) thereafter.

     (d) Except as otherwise expressly provided herein, all of Executive’s rights to salary, bonuses, fringe benefits and other compensation hereunder which would otherwise accrue or become payable after the Separation shall cease upon such termination (other than those expressly required under applicable law, such as COBRA).

     (e) For purposes of this Agreement, “ Cause ” shall mean (i) Executive’s commission of a felony or a crime involving moral turpitude, (ii) any act of dishonesty or fraud

on the part of Executive that has caused material harm to the Company, and/or (iii) the willful and continued failure by Executive to substantially perform his duties and obligations under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness), or the gross negligence or willful misconduct by Executive with respect to the Company or any of its Subsidiaries, after a demand by the Company that specifically identifies the manner in which the Company believes that he has not substantially performed his duties or has committed gross negligence or willful misconduct and the failure by Executive to cure such failure within 30 days after delivery of such demand.

     (f) For purposes of this Agreement, “ Good Reason ” shall mean one or more of the following reasons that are not cured by the Company within 30 days after notice by Executive to the Board of such failure or breach, which notice must be provided by the Executive within 90 days following the occurrence of the failure or breach: (i) the Company reduces the amount of Executive’s compensation in a manner that constitutes a breach of this Agreement, or otherwise fails to perform in any material respect or breaches in any material respect its other obligations under this Agreement; (ii) the Company assigns to Executive any duties materially inconsistent with his position, duties, responsibilities and status with the Company, materially reduces his authority, materially changes his reporting responsibilities, titles or offices, or removes Executive from any such positions (except in connection with the termination of his employment by the Company for Cause, by Executive other than for Good Reason, or as a result of Executive’s death or Disability) or (iii) the Company changes Executive’s place of work to a location more than 50 miles from the Company’s current corporate headquarters. Notwithstanding anything contained herein to the contrary, Executive may not terminate his employment with the Company pursuant to Section 4(f)(ii) within the six (6) month period immediately following a Change in Control of the Company.

     (g) For purposes of this Agreement, “ Disability ” shall mean Executive’s incapacitation or other absence from his full-time duties hereunder for six consecutive months or for at least 180 days during any 12-month period, in either case as a result of a mental or physical illness or injury.

     (h) Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by Executive as a result of employment by another employer or by retirement benefits after the date of Separation or otherwise.

     (i) Six Month Delay of Certain Payments . It is intended that (i) each payment or installment of payments provided under this Agreement is a separate “payment” for purposes of Section 409A of the Code and (ii) that the payments satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A, including those provided under Treasury Regulations 1.409A-1(b)(4) (regarding short-term deferrals), 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception), and 1.409A-1(b)(9)(v) (regarding reimbursements and other separation pay). Notwithstanding the foregoing, in the event the payment of any amounts payable pursuant to this Section 4 hereof within six months of the date of Executive’s termination of employment would cause Executive to incur any additional tax under Section 409A of the Code (“ Section 409A ”) (as determined by Executive’s counsel, if requested by Executive), then payment of such amounts shall be delayed until the date that is six (6) months

following Executive’s termination date (the “ Earliest Payment Date ”). If this provision becomes applicable, it is anticipated that payments that would have been made prior to the Earliest Payment Date in the absence of this provision would be paid as a lump sum on the Earliest Payment Date and the remaining severance benefits or other payments would be paid according to the schedule otherwise applicable to the payments.

     5.  Confidential Information . Executive acknowledges that the information, observations and data (including trade secrets) to be obtained by him while employed by the Company and/or any of its Subsidiaries concerning the business or affairs of the Company and/or its Subsidiaries (“ Confidential Information ”) are the property of the Company and its Subsidiaries. Therefore, Executive agrees that he shall not disclose to any person, other than in the course of the performance of his duties to the Company, or use for his own purposes any Confidential Information, unless and to the extent that (i) the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions or (ii) such disclosure or use is authorized by the Company. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any of its Subsidiaries which Executive may then possess or have under his control. For purposes of this Agreement, “ Subsidiary ” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company directly or through one of more Subsidiaries.

     6.  Inventions, Patents and Other Intellectual Property . Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, and all other proprietary information and all similar or related information (whether or not patentable) which relate to the Company’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and/or its Subsidiaries, whether before or after the date of this Agreement (“ Work Product ”), belong to the Company or such Subsidiary. Executive shall promptly disclose such