This Employment Agreement, (the “ Agreement ”) is made as of the 23rd day of December, 2008, between
Selective Insurance Company of America , a New Jersey corporation with a principal place of business at 40
Wantage Avenue, Branchville, New Jersey 07890 (the “ Company ”) and Ronald J. Zaleski , an individual
residing at [Address Intentionally Omitted] (the “ Executive ”).
SECTION 1. DEFINITIONS .
1.1. Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth
“ Accounting Firm ” has the meaning given to such term in Section 3.6(b) hereof.
“ Agreement ” has the meaning given to such term in the Preamble hereto.
“ Board ” means the Board of Directors of the Company’s Parent.
“ Cause ” means any one or more of the following:
(i) the Executive shall have been convicted by a court of competent jurisdiction of, or pleaded guilty or
nolo contendere to, any felony under, or within the meaning of, applicable United States federal or state law;
(ii) the Executive shall have breached in any respect any one or more of the material provisions of this
Agreement, including, without limitation, any failure to comply with the Code of Conduct, and, to the extent
such breach may be cured, such breach shall have continued for a period of thirty (30) days after written
notice by the Company’s Chief Executive Officer to the Executive specifying such breach; or
(iii) the Executive shall have engaged in acts of insubordination, gross negligence or willful misconduct in
the performance of the Executive’s duties and obligations to the Company.
For purposes of clauses (ii) and (iii) of this definition of “Cause”, no act, or failure to act, on the part of the
Executive shall be considered grounds for “Cause” under such clauses if such act, or such failure to act, was done
or omitted to be done based upon authority or express direction given by the Chief Executive Officer or based
upon the advice of counsel for the Company.