NEVADA

(State or Other Jurisdiction of

Incorporation)

001-33245

(Commission File Number)

04-3850065

(I.R.S. Employer Identification No.)

9790 Gateway Drive
Reno, Nevada

(Address of Principal Executive Offices)

89521

(Zip Code)

Registrant's telephone number including area code: (888) 682-6671

No change since last report

(Former Name or Address, if Changed Since Last Report)

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

The awards to our Grantees who are named executive officers are as follows:

Douglas D. Dirks, President and Chief Executive Officer

75,000

25,000

Martin J. Welch, President and Chief Operating Officer, EICN and ECIC

37,500

12,500

William E. Yocke, Executive Vice President and Chief Financial Officer

25,000

8,333

Lenard T. Ormsby, Executive Vice President and Chief Legal Officer

25,000

8,333

Ann W. Nelson, Executive Vice President, Corporate and Public Affairs

20,000

6,667

Martin J. Welch

$400,000

William E. Yocke

$350,000

Lenard T. Ormsby

$345,000

Ann W. Nelson

$225,000

10.1

Form of Stock Option Agreement.

10.2

Form of Performance Share Agreement.

EMPLOYERS HOLDINGS, INC.

By:

/s/ Lenard T. Ormsby

Name:

Lenard T. Ormsby

Title:

Executive Vice President, Chief

Legal Officer and General Counsel

Dated:

August 10, 2007

10.1

Form of Stock Option Agreement

10.2

Form of Performance Share Agreement

1.

Exercise Price: $[__] per Option Share

2.

Number of Option Shares: [___]

3.

Type of Option: Nonqualified stock option

4.

Vesting: The Options granted hereunder will become vested in accordance with the following schedule, provided that the Optionee has been continuously employed by the Company through the relevant vesting dates and subject to accelerated vesting as set forth in Section 7 of the Plan and as set forth below:

Date of Vesting

Option Shares Vested

February 8, 2008

1/4^th of the Option Shares

February 8, 2009

1/4^th of the Option Shares

February 8, 2010

1/4^th of the Option Shares

February 8, 2011

1/4^th of the Option Shares

5.

Exercise of Option:

(a)

The Option may be exercised with respect to vested Option Shares, from time to time, in whole or in part (but with respect to whole shares only), by delivery of a written notice (the “Exercise Notice”) from the Optionee to the Company, which Exercise Notice shall:

(i)

state that the Optionee elects to exercise the Option;

(ii)

state the number of Option Shares with respect to which the Optionee is exercising the Option;

(iii)

in the event that the Option shall be exercised by the representative of the Optionee’s estate, include appropriate proof of the right of such person to exercise the Option;

(iv)

state the date upon which the Optionee desires to consummate the purchase of such Option Shares (which date must be prior to the termination of the Option); and

(v)

comply with such further provisions as the Company may reasonably require.

(b)

Payment of the Exercise Price for the Option Shares to be purchased on the exercise of the Option shall be made, in full, by: (i) certified or bank cashier’s check payable to the order of the Company, (ii) unless otherwise determined by the Committee at the time of exercise, in the form of Shares already owned by the Optionee that have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Shares as to which such Option shall be exercised, (iii) unless otherwise determined by the Committee at the time of exercise, authorization for the Company to withhold a number of shares otherwise payable pursuant to the exercise of an Option having a Fair Market Value less than or equal to the aggregate Exercise Price, (iv) any other form of consideration approved by the Committee and permitted by applicable law or (v) any combination of the foregoing.

(c)

As a condition of delivery of the Option Shares, the Company shall have the right to require the Optionee to remit to the Company in cash an amount sufficient to satisfy any federal, state and local withholding tax requirements related thereto. The Optionee may satisfy the foregoing requirement by electing to have the Company withhold from delivery Shares or by delivering already owned unrestricted Shares, in each case, having a value equal to the minimum amount of tax required to be withheld. Such shares shall be valued at their Fair Market Value on the date as of which the amount of tax to be withheld is determined.

6.

Expiration Date:

(a)

General. Subject to earlier termination upon the occurrence of certain events related to the termination of the Optionee’s employment as provided in Section 6(c) of the Plan, the Options granted hereunder shall expire on the seventh (7th) annual anniversary of the Date of Grant, unless earlier exercised (such seven year period, the “Option Term”). This Agreement does not constitute an employment contract.

(b)

Death or Disability. If the Optionee's employment terminates by reason of the Optionee’s total and permanent disability (as defined in any agreement between the Optionee and the Company or, if no such agreement is in effect, as determined by the Committee in its good faith discretion) or death, the Option Shares shall vest in full as of the date of such termination of employment and the Option shall remain exercisable for a period of one year thereafter, regardless of the otherwise scheduled expiration of the Option Term.

(c)

Retirement. If the Optionee's employment terminates by reason of the Optionee’s retirement (as defined below), the Option Shares shall continue vesting in accordance with the schedule set forth in Section 4 of this Agreement and shall remain exercisable for a period of three years following such date of termination, but in no event following the expiration of the Option Term, in each case, so long as the Optionee refrains from engaging in Harmful Conduct, provided, however, that if the Optionee dies during such post-termination exercise period, the Option shall remain exercisable with respect to the vested Option Shares for no less than one year following the Optionee’s death, regardless of the otherwise scheduled expiration of the Option Term. For purposes of this

(d)

Without Cause. If the Company terminates the Optionee’s employment other than for Cause, a portion of the Option Shares shall vest as of the date of such termination of employment equal to the product of (a) the total number of Option Shares granted pursuant to this Agreement and (b) a fraction, the numerator of which is the number of full months elapsed since the Date of Grant and the denominator of which is 42. The Option shall remain exercisable with respect to the vested Option Shares for a period of one year thereafter, but in no event following the expiration of the Option Term, provided, however, that if the Optionee dies during such post-termination exercise period, the Option Shares shall remain exercisable for no less than one year following the Optionee’s death, regardless of the otherwise scheduled expiration of the Option Term.

(e)

Cause. If the Company terminates the Optionee’s employment for Cause, the unexercised portion of the Option Shares, whether vested or unvested, shall terminate immediately and the Optionee shall have no right thereafter to exercise any part of the Option Shares.

(f)

Voluntary Termination. If the Optionee terminates his or her employment voluntarily and not for any of the reasons set forth above, the Option Shares, to the extent vested on the date of termination of employment, shall remain exercisable for 90 days following such termination of employment, provided, however, that if the Optionee dies during such post-termination exercise period, the Option shall remain exercisable with respected to vested Option Shares for no less than one year following the Optionee’s death, regardless of the otherwise scheduled expiration of the Option Term.

7.

Change in Control Provisions. In the event of a Change of Control:

(a)

If Option Is Assumed. If the Option is assumed or substituted for in connection with a Change in Control, then, upon the termination of the Optionee’s employment without cause during the 24-month period following such Change in Control (i) the Option shall become fully vested and exercisable, and (ii) any restrictions, payment conditions, and forfeiture conditions applicable to such Option shall lapse.

(b)

If Option Is Not Assumed. If the Option is not assumed or substituted in connection with a Change in Control, then upon the occurrence of the Change in Control (i) the Option shall become fully vested and exercisable, and (ii) any restrictions, payment conditions, and forfeiture conditions applicable to the Option granted shall lapse.

(c)

Definition of Assumed or Substituted For For purposes of this Section 7, the Option shall be considered assumed or substituted for if, following the Change in Control, the Option remains subject to the same terms and conditions that were applicable to the Option immediately prior to the Change in Control except that the Option confers the right to purchase or receive, for each share subject to the Option, the consideration (whether stock, cash or other securities or property) received in the Change in Control by holders of shares of Stock for each share of Stock held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the greatest number of holders of the outstanding shares).

(d)

Discretionary Cashout. Notwithstanding any other provision of the Plan or this Agreement, in the event of a Change in Control in which the consideration paid to the holders of shares of Stock is solely cash, the Committee may, in its discretion, provide that upon the occurrence of the Change in Control, the Committee may, in its discretion, provide that the Option shall, upon the occurrence of the Change in Control, be cancelled in exchange for a payment in an amount equal to (i) the excess of the consideration paid per share of Stock in the Change in Control over the exercise price per share of Stock subject to the Option multiplied by (ii) the number of Shares granted under the Option that have not been exercised at such time.

8.

Governing Law: This Agreement shall be governed by and construed under the internal laws of the State of Nevada.

9.

Amendment: This Agreement may not be amended, terminated, suspended or otherwise modified except in a written instrument duly executed by both parties.

10.

Entire Agreement: This Agreement (and the other writings incorporated by reference herein) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

EMPLOYERS HOLDINGS, INC.

OPTIONEE

By:

By:

Douglas D. Dirks

[Insert Name of Optionee]

President and Chief Executive Officer

1.

Performance Period: January 1, 2007 to December 31, 2009 (the "Performance Period").

2.

Number of Performance Shares: The number of Performance Shares that the Grantee may earn hereunder will be determined in accordance with the provisions of Exhibit A, which is attached to and forms a part of this Agreement.

3.

Performance Goals. The Performance Shares will become payable only upon the achievement of certain Performance Goals (as defined in Exhibit A) and the satisfaction of such other terms and conditions as are set herein and in the Plan.

4.

Payment of Performance Shares: To the extent Performance Shares are payable pursuant to this Agreement, payment of one share of common stock, par value $.01, of the Company ("Stock") for each Performance Share that becomes payable under this Agreement will be made following certification by the Committee that the Performance Goals have been achieved, but no later than 75 days after completion of the Performance Period (the "Payment Date").

5.

Termination:

(a)

General. In the event the Grantee's employment terminates prior to the expiration of the Performance Period, payment of the Performance Shares shall be made to the extent provided in subsections (b) through (e) of this Section 5.

(b)

Death or Disability. If the Grantee's employment terminates by reason of the Grantee’s total and permanent disability (as defined in any agreement between the Grantee and the Company or, if no such agreement is in effect, as determined by the Committee in its good faith discretion) or death, the Performance Shares shall become payable upon the Payment Date subject to, and to the extent of, the actual achievement of the Performance Goals, as determined by the Committee.

(c)

Retirement. If the Grantee's employment terminates by reason of the Grantee’s retirement (as defined below), the Performance Shares shall become payable upon the Payment Date subject to, and to the extent of, the actual achievement of the Performance Goals, as determined by the Committee, so long as the Grantee refrains from engaging in Harmful Conduct. For purposes of

(d)

Involuntary Termination. If the Company terminates the Grantee’s employment other than for Cause a portion of the Performance Shares shall be deemed earned as of the date of such termination of employment equal to the product of (a) the total number of Performance Shares granted pursuant to this Agreement and (b) a fraction, the numerator of which is the number of full months elapsed since the Date of Grant and the denominator of which is 36, and shall become payable upon the Payment Date, based on the actual achievement of the Performance Goals, as determined by the Committee.

(e)

For Cause; Voluntary Termination. If the Company terminates the Grantee’s employment for Cause or the Grantee voluntarily terminates his/her employment for any reason other than for any of the reasons set forth above, the Performance Shares, and any rights thereto, shall terminate immediately and the Grantee shall have no right thereafter to payment of any portion of the Performance Shares.

6.

Change in Control Provisions. In the event of a Change of Control:

(a)

If Performance Share Are Assumed. If the Performance Shares are assumed or substituted for in connection with a Change in Control, then, upon the termination of the Grantee’s employment without cause during the 24-month period following such Change in Control, (i) such Performance Shares shall become fully vested, (ii) any restrictions, payment conditions, and forfeiture conditions applicable to such Performance Shares shall lapse, and (iii) any performance conditions imposed with respect to such Performance Shares shall be deemed to be fully achieved.

(b)

If Performance Share Are Not Assumed. With respect to outstanding Performance Shares that are not assumed or substituted in connection with a Change in Control, upon the occurrence of the Change in Control (i) such Performance Shares shall become fully vested, (ii) any restrictions, payment conditions, and forfeiture conditions applicable to any such Performance Shares shall lapse, and (iii) any performance conditions imposed with respect to such Performance Shares shall be deemed to be fully achieved.

(c)

Definition of Assumed or Substituted For. For purposes of this Section 6, Performance Shares shall be considered assumed or substituted for if, following the Change in Control, such Performance Shares remain subject to the same terms and conditions that were applicable to such shares immediately prior to the Change in Control except that such shares confer the right to receive, for each such share the consideration (whether stock, cash or other securities or property) received in the Change in Control by holders of shares of Stock for each share of Stock held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the greatest number of holders of the outstanding shares).

(d)

Discretionary Cashout. Notwithstanding any other provision of the Plan or this Agreement, in the event of a Change in Control in which the consideration paid to the holders of shares of Stock is solely cash, the Committee may, in its discretion, provide that upon the occurrence of the Change in Control, the Performance Shares shall be cancelled in exchange for a payment in an amount equal to (i) the excess of the consideration paid per share of Stock in the Change in Control multiplied by (ii) the number of Performance Shares granted hereunder determined as if any performance conditions imposed with respect to such shares were fully achieved.

7.

Tax Withholding. The Company shall have the power and the right to deduct or withhold, or require the Grantee or beneficiary to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement. Without limiting the foregoing, the Company shall be entitled to require, as a condition of delivery of the shares of Stock in settlement of the Performance Shares, that the Grantee agree to remit an amount in cash sufficient to satisfy all then current and/or estimated future federal, state and local withholding, and other taxes relating thereto.

8.

Legend on Certificates. The certificates representing the shares of Stock issued in respect of the Performance Shares that are delivered to the Grantee pursuant to this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may determine are required by the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares of Stock are listed, any applicable federal or state laws and the Company's Certificate of Incorporation and Bylaws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

9.

Transferability. The Performance Shares may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Grantee otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Subsidiary; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

10.

Repayment Upon Restatement: In the event the Company is required to restate any of its financial statements applicable to the Performance Period, the Company may require the Grantee to repay to the Company the aggregate Fair Market Value of any Performance Shares that became payable upon the achievement of the Performance Goals, to the extent such Performance Goals would not have been achieved had such restatement not been required.

11.

Governing Law: This Agreement shall be governed by and construed under the internal laws of the State of Nevada.

12.

Amendment: This Agreement may not be amended, terminated, suspended or otherwise modified except in a written instrument duly executed by both parties.

13.

Entire Agreement: This Agreement (and the other writings incorporated by reference herein) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior written or oral negotiations, commitments, representations and agreements with respect thereto.

EMPLOYERS HOLDINGS, INC.

OPTIONEE

By:

By:

Douglas D. Dirks

[Insert Name of Optionee]

President and Chief Executive Officer

Number of Performance Shares Granted

(at target)

[          ]

Date of Grant:

August 8, 2007

Beginning of Performance Cycle:

January 1, 2007

End of Performance Cycle:

December 31, 2009