Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Stephen V. Festa
On January 25, 2021, Stephen V. Festa informed the Board of Directors of
Employers Holdings, Inc. (the "Company") of his intention to retire as the
Company's Executive Vice President and Chief Operating Officer. In consideration
of Mr. Festa's services, and subject to his satisfaction of his obligations
under that certain Amended and Restated Employment Agreement by and between
Employers Holdings, Inc. and Stephen V. Festa, dated June 26, 2017, and
effective as of January 1, 2018 (the "Employment Agreement") through March 17,
2021 (the "Separation Date"), his execution of a separation agreement and
release of claims (the "Separation Agreement") in accordance with the terms of
the Employment Agreement, and his compliance with the restrictive covenants set
forth in the foregoing, the Company has agreed to treat Mr. Festa's retirement
as a termination without "Cause" as defined in, and for purposes of, the
Employment Agreement, and its equivalent for purposes of the applicable equity
grant agreements or annual bonus grant letter under the Company's annual bonus
and long-term incentive programs. Following the Separation Date, Mr. Festa will
receive severance equal to two times his base salary payable over a twenty-four
month period, continuation of healthcare coverage for 18 months, with Mr. Festa
paying the employee portion, and the performance shares previously granted to
Mr. Festa will vest in accordance with the terms of the applicable award
agreements.
The Separation Agreement will be effective as of the Separation Date and is a
condition for Mr. Festa to be entitled to the severance benefits described above
under the Employment Agreement. The Separation Agreement contains various
restrictive covenants, including covenants relating to non-disclosure,
non-competition, non-solicitation, confidentiality and cooperation that will
remain in effect for their stated duration.
Tracey L. Berg
On January 25, 2021, Tracey L. Berg informed the Board of Directors of the
Company of her intention to resign as the Company's Executive Vice President and
Chief Innovation Officer effective April 1, 2021.
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EMPLOYERS HOLDINGS, INC. 
