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 28
th 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
un
