Employers Holdings, Inc. Sample Contracts

AGREEMENT AND PLAN OF MERGER by
Agreement and Plan of Merger • January 11th, 2008 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Delaware

This Agreement and Plan of Merger (this "Agreement") is made and entered into as of January 10, 2008 by and among AmCOMP Incorporated, a Delaware corporation (the "Company"), Employers Holdings, Inc., a Nevada corporation ("Parent"), and Sapphire Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). Parent, Merger Sub and the Company are sometimes referred to herein as a "Party" and collectively as the "Parties."

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EMPLOYMENT AGREEMENT
Employment Agreement • November 19th, 2020 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

This Employment Agreement (this “Agreement”) by and between Employers Holdings, Inc., a Nevada corporation (the “Company”) and Katherine H. Antonello (the “Employee”) is entered into as of the 17th day of November, 2020, effective as of April 1, 2021 (the “Effective Date”). Effective as of the Effective Date, this Agreement amends, restates and supersedes, in its entirety, the Employment Agreement effective as of August 5, 2019, as amended, by and between the Employee and the Company (the “Prior Employment Agreement”), which shall terminate as of the Effective Date. In addition, effective as of the Effective Date, this Agreement shall replace and supersede, in its entirety, any other prior employment agreement or agreements between the Employee and the Company (these agreements, together with the Prior Employment Agreement, the “Prior Agreements”) and the Prior Agreements shall be of no force or effect. Notwithstanding the foregoing, if the Employee’s employment terminates for any reas

VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • January 17th, 2008 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Delaware

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of January 10, 2008, by and among Employers Holdings, Inc., a Nevada corporation ("Parent"), and Welsh, Carson, Anderson & Stowe VII, L.P. ("Shareholder"). Parent and Shareholder are sometimes referred to herein as a "Party" and collectively as the "Parties".

Form of Agreement EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • April 28th, 2023 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS RESTRICTED STOCK UNIT AGREEMENT (this "Agreement"), is made effective as of March 15, 2023 (the "Date of Grant"), between Employers Holdings, Inc. (the "Company") and the individual named as the grantee on the signature page hereto (the "Grantee"), pursuant to the Company Equity and Incentive Plan, as amended from time to time (the "Plan"), which is a part of this Agreement. Capitalized terms not defined herein will have the meanings ascribed to such terms in 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.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 30th, 2010 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of December 28, 2010, by and between EMPLOYERS HOLDINGS, INC., a Nevada corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 4th, 2006 • Employers Holdings, Inc. • Nevada

Employers Insurance Company of Nevada, (the “Company”) and Lenard T. Ormsby (the “Employee”) enter this Employment Agreement (this “Agreement”) on this 1st day of January, 2006.

EXHIBIT A TO FIRST AMENDMENT CREDIT AGREEMENT Dated as of December 15, 2020 as amended by the First Amendment to the Credit Agreement, Dated as of February 16, 2023 among EMPLOYERS HOLDINGS, INC., as Borrower, THE GUARANTORS PARTY HERETO, as...
Credit Agreement • April 28th, 2023 • Employers Holdings, Inc. • Fire, marine & casualty insurance • New York

This CREDIT AGREEMENT is entered into as of December 15, 2020 by and among EMPLOYERS HOLDINGS, INC., a Nevada corporation (the “Borrower”), certain other subsidiaries of the Borrower from time to time as Guarantors hereunder, the lenders from time to time party to this Agreement (collectively, the “Lenders”; individually, each, a “Lender”), BANK OF MONTREAL, as administrative agent for the Lenders (the “Administrative Agent”) and the other agents and arrangers party hereto.

EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN FORM OF PERFORMANCE SHARE AGREEMENT
Performance Share Agreement • April 27th, 2017 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

[_______ _____] (the “Grantee”) is hereby granted, effective as of the ____th day of March, 2017 (the “Date of Grant”), an award (the “Performance Share Award”) of the number of performance shares (the "Performance Shares") that are specified herein pursuant to the Equity and Incentive Plan (the “Plan”) of Employers Holdings, Inc. (the “Company”), as amended from time to time. The Performance Share Award is subject to the terms and conditions set forth below in this Performance Share Agreement (this “Agreement”) and of the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") by and between Employers Insurance Company of Nevada, a Nevada corporation ("EICN"), EIG Mutual Holding Company (the "Company"), and Lenard T. Ormsby (the "Employee"), is made as of January 1, 2007.

EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN FORM OF
Performance Share Agreement • May 9th, 2013 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

[_______ _____] (the “Grantee”) is hereby granted, effective as of the ____th day of March, 201__ (the “Date of Grant”), an award (the “Performance Share Award”) of the number of performance shares (the "Performance Shares") that are specified herein pursuant to the Equity and Incentive Plan (the “Plan”) of Employers Holdings, Inc. (the “Company”), as amended from time to time. The Performance Share Award is subject to the terms and conditions set forth below in this Performance Share Agreement (this “Agreement”) and of the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

CREDIT AGREEMENT Dated as of December 15, 2020 among EMPLOYERS HOLDINGS, INC., as Borrower, THE GUARANTORS PARTY HERETO, as Guarantors, BANK OF MONTREAL, as Administrative Agent, and THE LENDERS PARTY HERETO BMO CAPITAL MARKETS CORP., as Sole Lead...
Credit Agreement • December 15th, 2020 • Employers Holdings, Inc. • Fire, marine & casualty insurance • New York

This CREDIT AGREEMENT is entered into as of December 15, 2020 by and among EMPLOYERS HOLDINGS, INC., a Nevada corporation (the “Borrower”), certain other subsidiaries of the Borrower from time to time as Guarantors hereunder, the lenders from time to time party to this Agreement (collectively, the “Lenders”; individually, each, a “Lender”), BANK OF MONTREAL, as administrative agent for the Lenders (the “Administrative Agent”) and the other agents and arrangers party hereto.

JOINT MARKETING AND NETWORK ACCESS AGREEMENT
Joint Marketing and Network Access Agreement • January 18th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • California

This Joint Marketing and Network Access Agreement is made by and between Employers Insurance Company of Nevada, together with its subsidiaries (“EICN”), on the one hand, and Blue Cross of California, BC Life & Health Insurance Company, and Comprehensive Integrated Marketing Services (collectively, “Blue Cross”), on the other, effective as of January 1, 2006 (“Effective Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2009 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

This Employment Agreement (this “Agreement”) by and between Employers Holdings, Inc., a Nevada corporation (the “Company”) and John P. Nelson (the “Employee”) is entered into as of the 17th day of December, 2008, effective as of January 1, 2009 (the “Effective Date”).

EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • April 30th, 2015 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

[_______ _____] (the “Optionee”) is granted, effective as of the ______ day of_______, 20____ (the “Date of Grant”), options (the “Options”) to purchase shares of common stock, par value $.01 (the “Stock”) of Employers Holdings, Inc. (the “Option Shares”) pursuant to the Employers Holdings, Inc. (the “Company”) Equity and Incentive Plan, as amended from time to time (the “Plan”). The Options are subject to the terms and conditions set forth below in this Stock Option Agreement (this “Agreement”) and in the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan will govern. Any term not defined in this Agreement will have the meaning assigned to such term in the Plan.

UNDERWRITING AGREEMENT
Underwriting Agreement • January 18th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • New York

EIG Mutual Holding Company, a Nevada mutual insurance holding company, to be renamed Employers Holdings, Inc. and converted into a Nevada stock corporation (the “Company”) in accordance with the Plan (as defined below), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) • shares (the “Firm Shares”) of its common stock, $0.01 par value per share (the “Common Stock”). The Company also proposes to issue and sell to the several Underwriters not more than an additional • shares (the “Additional Shares”) of its Common Stock, if and to the extent that you, as Managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of Common Stock granted to the Underwriters in Section 2 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Shares.”

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 3rd, 2014 • Employers Holdings, Inc. • Fire, marine & casualty insurance

THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 31, 2013, by and between EMPLOYERS HOLDINGS, INC., a Nevada corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 6th, 2014 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") by and between Employers Holdings, Inc., a Nevada corporation (the "Company"), and William E. Yocke (the "Employee"), is entered into November 3, 2014, and is effective November 10, 2014.

EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN STOCK OPTION AGREEMENT
Equity and Incentive Plan • August 10th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

[_______ _____] (the “Optionee”) is granted, effective as of the 8th day of August, 2007 (the “Date of Grant”), options (the “Options”) to purchase shares of common stock, par value $.01 (the “Stock”) of Employers Holdings, Inc. (the “Option Shares”) pursuant to the Equity and Incentive Plan (the “Plan”) of Employers Holdings, Inc. (the “Company”). The Options are subject to the terms and conditions set forth below in this Stock Option Agreement (this "Agreement") and in the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") by and between Employers Insurance Company of Nevada, a Nevada corporation ("EICN"), EIG Mutual Holding Company (the "Company"), and William E. Yocke (the "Employee"), is made as of January 1, 2007.

NEVADA STATE INDUSTRIAL INSURANCE SYSTEM DBA: EMPLOYERS INSURANCE COMPANY OF NEVADA QUOTA SHARE REINSURANCE PROGRAM
Agreement • January 18th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance

* Confidential treatment has been requested with respect to certain portions of this exhibit. Such portions are marked with a “[*]” in place of the redacted language. Omitted portions are filed separately with the Securities and Exchange Commission.

Employers Holdings, Inc. 10375 Professional Circle Reno, Nevada 89521
Please Confirm Your Agreement • September 3rd, 2008 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Delaware
SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • March 8th, 2021 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

This Agreement made and entered into this 8th day of March, 2021, by and between Employers Holdings, Inc. (hereinafter referred to as the “Company” or “Employer”) and Douglas D. Dirks (hereinafter referred to as “Employee”) (and individually referred to as the “Party” and collectively referred to as the “Parties”).

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • November 19th, 2020 • Employers Holdings, Inc. • Fire, marine & casualty insurance

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) by and between Employers Holdings, Inc., a Nevada corporation (the “Company”), and Katherine H. Antonello (the “Employee”), is made, and effective, as of November 17, 2020 (the “Amendment Effective Date”).

Employers Holdings, Inc. 10375 Professional Circle Reno, Nevada 89521
Please Confirm Your Agreement • September 3rd, 2008 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Delaware
Form of Agreement EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT
Form of Agreement • April 28th, 2023 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

[_______ _____] (the “Grantee”) is hereby granted, effective as of the 15th day of March 2023 (the “Date of Grant”), an award (the “Performance Share Award”) of the number of performance shares (the “Performance Shares”) that are specified herein pursuant to the Equity and Incentive Plan (the “Plan”) of Employers Holdings, Inc. (the “Company”), as amended from time to time. The Performance Share Award constitutes a Performance Award (as defined in the Plan), and is subject to the terms and conditions set forth below in this Performance Share Agreement (this “Agreement”) and of the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") by and between Employers Insurance Company of Nevada, a Nevada corporation ("EICN"), EIG Mutual Holding Company (the "Company"), and Douglas D. Dirks (the "Executive"), is made as of January 1, 2007.

EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Equity and Incentive Plan • August 7th, 2009 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made effective as of the 28th 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.

AMENDMENT NO. 1
Stock Purchase Agreement • October 25th, 2018 • Employers Holdings, Inc. • Fire, marine & casualty insurance • York

THIS AMENDMENT NO. 1 by and between Partner Reinsurance Company of the U.S., a New York corporation, Cerity Group, Inc., a Nevada corporation, and, Employers Holdings, Inc., a Nevada corporation (the "Parties" and individually a "Party") is made as of September 24, 2018 (the "Amendment").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 24th, 2018 • Employers Holdings, Inc. • Fire, marine & casualty insurance • New York

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of May 23, 2018, by and among Partner Reinsurance Company of the U.S., a New York corporation (the “Seller”), Cerity Group, Inc., a Nevada corporation (the “Purchaser”), and, solely for purposes of Section 11.20, Employers Holdings, Inc., a Nevada corporation (the “Guarantor” and, together with the Seller and the Purchaser, collectively, the “Parties” and individually a “Party”). Defined terms used and not defined herein have the meaning ascribed thereto in Exhibit A.

Employers Letterhead] SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • April 26th, 2021 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

This Agreement made and entered into this 17th day of March, 2021, by and between Employers Holdings, Inc. (hereinafter referred to as the “Company” or “Employer”) and Stephen V. Festa (hereinafter referred to as “Employee”) (and individually referred to as the “Party,” and collectively referred to as the “Parties”).

EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN FORM OF
Equity and Incentive • May 9th, 2012 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

[_______ _____] (the “Optionee”) is granted, effective as of the ______ day of_______, 20____ (the “Date of Grant”), options (the “Options”) to purchase shares of common stock, par value $.01 (the “Stock”) of Employers Holdings, Inc. (the “Option Shares”) pursuant to the Employers Holdings, Inc. (the “Company”) Equity and Incentive Plan, as amended from time to time (the “Plan”). The Options are subject to the terms and conditions set forth below in this Stock Option Agreement (this “Agreement”) and in the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan will govern. Any term not defined in this Agreement will have the meaning assigned to such term in the Plan.

EMPLOYERS HOLDINGS, INC. EQUITY AND INCENTIVE PLAN PERFORMANCE SHARE AGREEMENT
Equity and Incentive Plan • August 10th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

[_______ _____] (the “Grantee”) is hereby granted, effective as of the 8th day of August, 2007 (the “Date of Grant”), an award (the “Performance Share Award”) of the number of performance shares (the "Performance Shares") that are specified herein pursuant to the Equity and Incentive Plan (the “Plan”) of Employers Holdings, Inc. (the “Company”). The Performance Share Award is subject to the terms and conditions set forth below in this Performance Share Agreement (this “Agreement”) and of the Plan, which is a part of this Agreement. To the extent that there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall govern. Any term not defined herein shall have the meaning assigned to such term in the Plan. This Agreement does not constitute an employment contract.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 18th, 2007 • Employers Holdings, Inc. • Fire, marine & casualty insurance • Nevada

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this "Amendment") by and between Employers Insurance Company of Nevada, a Nevada corporation (“EICN” or the “Company”) and Martin J. Welch (the "Employee"), is made as of January 1, 2007.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2017 • Employers Holdings, Inc. • Fire, marine & casualty insurance

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) by and between Employers Holdings, Inc., a Nevada corporation (the “Company”), and Michael S. Paquette (the “Employee”), is made as of October 30, 2017, and is effective January 1, 2018.

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 2nd, 2016 • Employers Holdings, Inc. • Fire, marine & casualty insurance

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) by and between Employers Holdings, Inc., a Nevada corporation (the “Company”), and Terry Eleftheriou (the “Employee”), is made as of, and effective as of, January 29, 2016.

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