Employers Holdings, Inc. 10375 Professional Circle Reno, Nevada 89521
Exhibit
7
00000
Xxxxxxxxxxxx Xxxxxx
Xxxx,
Xxxxxx 00000
August
29, 2008
Xxxx
X. Xxxx
c/o
AmCOMP Incorporated
000
X.X. Xxxxxxx Xxx
Xxxxx
Xxxx Xxxxx, XX 00000
Gentlemen:
This
letter agreement sets forth our
understanding with respect to that certain Voting and Support Agreement, dated
January 10, 2008 (the "Agreement"),
by and between Employers Holdings, Inc. ("Employers")
and you. Capitalized terms used in this letter agreement shall have
the meaning ascribed to them in the Agreement.
Notwithstanding
anything to the contrary in the Agreement, including Section 6.1(d), it is
acknowledged and agreed that the Agreement shall remain in full force and effect
in accordance with the terms and conditions of the Agreement following the
execution of Amendment No. 2 to the Agreement and Plan of Merger (the "Amendment") in the
form set forth as Exhibit
A. For the avoidance of doubt, it is specifically agreed that
the Agreement shall not be terminated or impaired in any manner as a result of
the decrease in the Merger Consideration provided for in the
Amendment.
This
letter agreement may not be amended or waived except by an instrument in writing
signed by the parties hereto. This letter agreement may be signed in
any number of counterparts (including by facsimile and .pdf file), each of which
will be deemed to be an original copy and which, when taken together, shall
constitute one agreement. This letter agreement will be governed by
the laws of the State of Delaware
The
parties hereto agree that irreparable damage would occur in the event any
provision of this letter agreement was not performed in accordance with the
terms hereof and that the parties shall be entitled, without the need to post a
bond or other security, to the specific performance of the terms hereof, in
addition to any other remedies at law or at equity.
* * *
Please
confirm your agreement with the provisions of this letter agreement by
countersigning below. Upon execution of this letter agreement by the
parties hereto, this letter agreement will constitute a valid and binding
agreement between the parties, enforceable in accordance with its
terms.
By:
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/s/ Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Chief Executive Officer
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Accepted
and Agreed
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as
of the date first written above:
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Xxxx
X. Xxxx
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/s/ Xxxx X. Xxxx | |