Exhibit 10.1
THIRD
AMENDED AND RESTATED
ZENITH
NATIONAL INSURANCE CORP. 2004 RESTRICTED STOCK PLAN
(as amended and
restated May 13, 2008)
Section 1.
General Purpose of Plan;
Definitions.
This plan is the Zenith National Insurance
Corp. 2004 Restricted Stock Plan (the “ Plan ”).
The purpose of the Plan is to enable the Company (as defined below)
to attract and retain highly qualified personnel who will
contribute to the Company’s success and to provide incentives
to Participants (as defined below) that are linked directly to
increases in stockholder value and will therefore inure to the
benefit of all stockholders of the Company.
For
purposes of the Plan, the following terms shall be defined as set
forth below:
(a)
“
Administrator ” means the Board or the Committee, as
appointed by the Board in accordance with Section 2
below.
(b)
“ Beneficial
Owner ” shall have the meaning set forth in
Rule 13d-3 under the Exchange Act.
(c)
“ Board
” means the board of directors of the Company.
(d)
“ Change in
Control ” means, following the Effective Date, one of the
following events:
(1)
any Person is or becomes the
Beneficial Owner, directly or indirectly, of securities of the
Company representing 50% or more of the combined voting power of
the Company’s then outstanding securities, excluding any
Person who becomes such a Beneficial Owner in connection with a
transaction described in subclause (x) of clause
(3) below; or
(2)
the following individuals
cease for any reason to constitute a majority of the number of
directors then serving on the Board: (i) directors who,
on the date hereof, constitute the Board and (ii) any new
director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest,
including but not limited to a consent solicitation, relating to
the election of directors of the Company) whose appointment or
election by the Board or nomination for election by the
Company’s stockholders was approved or recommended by a vote
of a majority of the directors then still in office who either were
directors on the date hereof or whose appointment, election or
nomination for election was previously so approved or recommended;
or
(3)
there is consummated a merger
or consolidation of the Company with any other corporation, other
than (x) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or any subsidiary of
the Company, at least 50% of the combined voting power of the
securities of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation,
or (y) a merger or consolidation effected to implement a
recapitalization or reincorporation of the Company (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company representing
50% or more of the combined voting power of the Company’s
then outstanding securities; or
(4)
the stockholders of the
Company approve a plan of complete liquidation or dissolution of
the Company or there is consummated the sale or disposition by the
Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all or
substantially all of the Company’s assets to an entity, of
which at least 50% of the combined voting power of its voting
securities is owned by substantially all of the stockholders of the
Company immediately prior to such sale in substantially the same
proportions as their ownership of the Company immediately prior to
such sale.
(e)
“ Committee
” means the Compensation Committee of the Board. If at
any time or to any extent the Board does not administer the Plan,
then the functions of the Board specified in the Plan shall be
exercised by the Committee.
(f)
“ Company
” means Zenith National Insurance Corp., a Delaware
corporation (or any successor corporation).
(g)
“ Disability
” means the inability of a Participant to substantially
perform his or her duties and responsibilities to the Company or to
any Parent or Subsidiary by reason of a physical or mental
disability or infirmity (i) for a continuous period of six
(6) months, or (ii) at such earlier time as the
Participant submits medical evidence satisfactory to the
Administrator that the Participant has a physical or mental
disability or infirmity that will likely prevent the Participant
from returning to the performance of the Participant’s work
duties for six (6) months or longer. The date of such
Disability shall be the last day of such six-month period or the
day on which the Participant submits such satisfactory medical
evidence, as the case may be.
(h)
“ Effective
Date ” shall have the meaning set forth in
Section 10.
(i)
“ Eligible
Recipient ” means an employee or director of the Company
or of any Parent or Subsidiary.
(j)
“ Exchange
Act ” means the Securities Exchange Act of 1934, as
amended from time to time.
(k)
“ Fair Market
Value ” means, as of any given date, with respect to any
awards granted hereunder, (A) the closing sale price of a
share of Stock on such date on the principal securities exchange on
which the Company’s equity securities are listed or traded,
(B) the fair market value of a share of Stock as determined in
accordance with a method prescribed in the agreement evidencing any
award hereunder, or (C) the fair market value of a share of
Stock as otherwise determined by the Administrator in the good
faith exercise of its discretion.
(l)
“ Parent
” means any entity that is the Beneficial Owner of 50% or
more of the combined voting power of all classes of stock of the
Company.
(m)
“ Participant
” means any Eligible Recipient selected by the Administrator,
pursuant to the Administrator’s authority in Section 2
below, to receive awards of Restricted Stock.
(n)
“ Person
” shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used
in Sections 13(d) and 14(d) thereof, except that such
term shall not include (i) the Company or any Parent or
Subsidiary, (ii) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of
its affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by
substantially all of the stockholders of the Company in
substantially the same proportions as their ownership of stock of
the Company.
(o)
“ Plan
” shall have the meaning set forth in the first paragraph of
this Section 1.
(p)
“ Restricted
Period ” shall have the meaning set forth in
Section 5(f)(i).
(q)
“ Restricted
Stock ” means shares of Stock subject to restrictions on
sale, transfer, pledge or assignment during a Restricted Period
pursuant to Section 5.
(r)
“ Restricted
Stock Award Agreement ” shall have the meaning set forth
in Section 5(d).
(s)
“ Stock
” means the common stock, par value $1.00 per share, of the
Company.
(t)
“ Subsidiary
” means any entity with respect to which the Company is the
Beneficial Owner of 50% or more of the total combined voting power
of all classes of stock of such entity.
(u)
“ Unrestricted
Stock ” means Restricted Stock for which the Restricted
Period has lapsed.
Section 2.
Administration.
The
Plan shall be administered in accordance with the requirements of
Rule 16b-3, promulgated under the Exchange Act, by the Board
or, at the Board’s sole discretion, by the Committee, which
shall be appointed by the Board, and which shall serve at the
discretion of the Board.
The
Administrator shall have the power and authority to grant awards of
Restricted Stock to Eligible Recipients pursuant to the terms of
the Plan. Except as otherwise provided herein, the
Administrator shall have the authority:
(a)
to select those Eligible
Recipients who shall be Participants;
(b)
to determine whether and
to what extent awards of Restricted Stock are to be granted
hereunder to Participants;
(c)
to determine the number of
shares of Stock to be covered by each award granted hereunder and
the purchase price thereof; and
(d)
to determine the terms and
conditions, not inconsistent with the terms of the Plan, of each
award granted hereunder, including, but not limited to, the
restrictions applicable to awards of Restricted Stock and the
conditions under which restrictions applicable to such awards of
Restricted Stock shall lapse.
The
Administrator shall have the authority, in its sole discretion, to
adopt, alter and repeal such administrative rules, guidelines and
practices governing the Plan as it shall from time to time deem
advisable; to interpret the terms and provisions of the Plan and
any award issued under the Plan (and any agreements relating
thereto); and to otherwise supervise the administration of the
Plan.
All
decisions made by the Administrator pursuant to the provisions of
the Plan shall be final, conclusive and binding on all persons,
including the Company and the Participants.
Section 3.
Stock
Subject to Plan.
The
total number of shares of Stock reserved and available for issuance
under the Plan shall be 995,000 shares. Such shares
ma
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