Exhibit 10.2
This Document Constitutes Part Of A Prospectus Covering Securities That Have Been Registered Under The Securities Act of 1933.
MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------
Terms and Conditions of 10-Year Restricted Stock Awards to U.S. Grant Recipients - --------------------------------------------------------------------------------
This award of restricted stock, granted on [Grant Date] under the Marsh & McLennan Companies ("MMC") 2000 Senior Executive Incentive and Stock Award Plan (the "Plan"), is subject to the following terms and conditions:
I. AWARD VESTING AND DISTRIBUTION
------------------------------
A. Vesting Period
--------------
Your award of restricted stock is scheduled to vest on the earlier of
(1) [Vesting Date] or (2) the later of your Normal or Deferred
Retirement Date (as such terms are defined in MMC's primary retirement
plan applicable to you).
B. Stock Distribution
------------------
The shares will be distributed as soon as practicable after the
vesting, except for employees expected to be covered under Section
162(m)(3) of the U.S. Internal Revenue Code of 1986, as amended. For
covered employees, MMC may exchange the restricted stock for restricted
stock units prior to vesting and defer distribution until the date that
would result from applying clause (2) from Section IA herein, or such
earlier date pursuant to Sections IVA, IVB or VA herein.
Employees covered under 162(m)(3), according to U.S. Internal Revenue
Service regulations, include (1) the chief executive officer of MMC as
of the last day of the year of distribution and (2) the four
highest-paid executive officers of MMC, other than the chief executive
officer, who are employed on the last day of the year of distribution.
II. RIGHTS OF RESTRICTED STOCK
--------------------------
You will receive dividends on the restricted stock, and you can vote your
shares. The shares may not be transferred or assigned by you unless and
until the restriction period has ended and the shares have been registered
to you.
III. TAXES
-----
The value of restricted stock generally is not taxable on the date of
grant. During the restriction period, the receipt of dividends on the
shares is taxable as additional compensation and reported on a current
basis as W-2 income. When the shares vest and are distributed, you will be
given further information regarding the tax consequences of your receipt of
the shares, and you must pay all withholding taxes required by law. It is
recommended that you consult with your personal tax advisor for more
detailed information regarding the tax treatment of the award.
-1-
IV. TERMINATION OF EMPLOYMENT
-------------------------
If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, your right to the restricted stock shall be as
follows:
A. Death
-----
If you die, the restricted stock will vest immediately to the person or
persons to whom your rights shall pass by will or the laws of descent
and distribution.
B. Permanent Disability
--------------------
If you become totally and permanently disabled as determined under
MMC's long-term disability program, the restricted stock will vest
immediately.
C. Retirement
----------
As stated in Section IA, if the shares are restricted until your
retirement, then the restricted stock will vest on the later of your
Normal or Deferred Retirement Date.
D. All Other Employment Terminations
---------------------------------
If you cease to be an active employee of the Company before the end of
the restriction period for any reason other than death, permanent
disability, or normal or deferred retirement, or you fail to perform
any condition precedent in a manner satisfactory to the Compensation
Committee of the MMC Board of Directors (the "Committee"), all of your
rights, title and interest in and to the restricted stock shall be
forfeited.
V. CHANGE IN CONTROL PROVISIONS
----------------------------
A. Change in Control
-----------------
Upon the occurrence of a "change in control" of MMC, as defined in the
Plan, the restricted stock will vest on the date of the change in
control, and the shares will be distributed to you as soon as
practicable thereafter.
B. Additional Payment
------------------
Should you receive shares from the vesting of restricted stock that has
been accelerated because of a change in control, all or part of the
value (the total market price of the shares on the date of vesting) of
those shares (the Accelerated Shares) may be subject to a 20% federal
excise tax. The excise tax is imposed when the value of the Accelerated
Shares (plus any other payments which are determined to be contingent
on a change in control) is more than 2.999 times the average of your
last five years W-2 earnings.
-2-
If a change in control occurs and you receive Accelerated Shares, MMC
will determine if the 20% federal excise tax is payable. If it is
payable, MMC will pay to you, within five days of making the
computation, an amount of money (the Additional Payment) equal to the
excise tax plus additional amounts for federal, state and local taxes
so that the excise tax and income taxes on the excise tax payment will
not cost you any money. If the Additional Payment is later determined
to be less than the amount of taxes you owe, a further payment will be
made to you. If the Additional Payment is more than the amount you owe,
you will be required to reimburse MMC for the difference.
VI. OTHER PROVISIONS
----------------
A. This award of restricted stock does not give you any right to continue
to be employed by the Company, or limit, in any way, the right of your
employer to terminate your employment, at any time, for any reason not
specifically prohibited by law.
B. MMC is not liable for the non-issuance or non-transfer, nor for any
delay in the issuance or transfer of any shares of common stock due
you, which results from the inability of MMC to obtain, from each
regulatory body having jurisdiction, all requisite authority to issue
or transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares. Your acceptance of this award constitutes your agreement that
the shares of common stock acquired hereunder, if any, will not be sold
or otherwise disposed of by you in violation of any applicable
securities laws or regulations.
C. This award is subject to all of the terms and conditions herein and the
provisions of the Plan, and your acceptance hereof shall constitute
your agreement to the administrative regulations of the Committee. In
the event of any inconsistency between these terms and conditions and
the provisions of the Plan, the provisions of the Plan shall prevail.
You may obtain a copy of the Plan by making a request to MMC.
D. The restricted stock is awarded in accordance with such additional
administrative regulations as the Committee may, from time to time,
adopt. All decisions of the Committee upon any questions arising under
these terms and conditions or the Plan shall be conclusive and binding.
E. During your lifetime, no right hereunder related to the restricted
stock shall be transferable except by will or the laws of descent and
distribution.
-3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K of MMC for its last fiscal year, MMC's Registration Statement on Form 8 dated February 3, 1987, describing MMC common stock, including any amendment or reports filed for the purpose of updating such description, and MMC's Registration Statement on Form 8-A/A dated January 26, 2000, describing the Preferred Stock Purchase Rights attached to the common stock, including any further amendment or reports filed for the purpose of updating such description, which have been filed by MMC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein.
All documents subsequently filed by MMC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the end of MMC's last fiscal year and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Participants may receive without charge, upon written or oral request, a copy of any of the documents incorporated herein by reference and any other documents that constitute part of this Prospectus by contacting Ms. Kelly Gamble, Senior Manager, Global Compensation, at 212/948-3523 or via internal electronic mail (Lotus Notes) or the internet (kelly.gamble@mmc.com).
-4-
This Document Constitutes Part Of A Prospectus Covering Securities That Have Been Registered Under The Securities Act of 1933.
MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------
Terms and Conditions of 10-Year Restricted Stock Unit Awards
(issued in lieu of Restricted Stock Awards)
-------------------------------------------
This award of restricted stock units, granted on [Grant Date] under the Marsh & McLennan Companies ("MMC") 2000 Senior Executive Incentive and Stock Award Plan (the "Plan"), is subject to the following terms and conditions:
I. AWARD VESTING AND DISTRIBUTION
------------------------------
A. Vesting Period
--------------
Your award of restricted stock units is scheduled to vest on the
earlier of (1) [Vesting Date] or (2) the later of your Normal or
Deferred Retirement Date (as such terms are defined in MMC's primary
retirement plan applicable to you).
B. Stock Distribution
------------------
The shares will be distributed as soon as practicable after the
vesting, except for employees expected to be covered under Section
162(m)(3) of the U.S. Internal Revenue Code of 1986, as amended. For
covered employees, MMC may defer distribution until the date that would
result from applying clause (2) from Section IA herein, or such earlier
date pursuant to Sections IVA, IVB or V herein.
Employees covered under 162(m)(3), according to U.S. Internal Revenue
Service regulations, include (1) the chief executive officer of MMC as
of the last day of the year of distribution and (2) the four
highest-paid executive officers of MMC, other than the chief executive
officer, who are employed on the last day of the year of distribution.
II. RIGHTS OF RESTRICTED STOCK UNITS
--------------------------------
You will receive dividend equivalent payments on the restricted stock
units. Unless and until both the vesting conditions of the award have been
satisfied and the shares have been registered to you in accordance with the
terms and conditions described herein, you have none of the attributes of
ownership to such shares of stock (e.g., units cannot be used as payment
for stock option exercises; units may not be transferred or assigned; units
have no voting rights).
-1-
III. TAXES
-----
The value of restricted stock units generally is not taxable on the date of
grant. During the restriction period, the receipt of dividend equivalents
is taxable on a current basis as additional compensation and will be
included in your payroll checks. When the units vest and are distributed,
you will be given further information regarding the tax consequences of
your receipt of the shares; at that time you will be required to pay all
withholding taxes required by law. It is recommended that you consult with
your personal tax advisor for more detailed information regarding the tax
treatment of the award.
IV. TERMINATION OF EMPLOYMENT
-------------------------
If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, your right to the restricted stock units shall be as
follows:
A. Death
-----
If you die, the restricted stock units will vest immediately to the
person or persons to whom your rights shall pass by will or the laws of
descent and distribution.
B. Permanent Disability
--------------------
If you become totally and permanently disabled as determined under
MMC's long-term disability program, the restricted stock units will
vest immediately.
C. Retirement
----------
As stated in Section IA, if the shares are restricted until your
retirement, then the restricted stock units will vest on the later of
your Normal or Deferred Retirement Date.
D. All Other Employment Terminations
---------------------------------
If you cease to be an active employee of the Company before the end of
the restriction period for any reason other than death, permanent
disability, or normal or deferred retirement, or you fail to perform
any condition precedent in a manner satisfactory to the Compensation
Committee of the MMC Board of Directors (the "Committee"), all of your
rights, title and interest in and to the restricted stock units shall
be forfeited.
V. CHANGE IN CONTROL PROVISIONS
----------------------------
Upon the occurrence of a "change in control" of MMC, as defined in the
Plan, the restricted stock units will vest on the date of the change in
control, and the shares will be distributed to you as soon as practicable
thereafter.
-2-
VI. OTHER PROVISIONS
----------------
A. This award of restricted stock units does not give you any right to
continue to be employed by the Company, or limit, in any way, the right
of your employer to terminate your employment, at any time, for any
reason not specifically prohibited by law.
B. MMC is not liable for the non-issuance or non-transfer, nor for any
delay in the issuance or transfer of any shares of common stock due
you, which results from the inability of MMC to obtain, from each
regulatory body having jurisdiction, all requisite authority to issue
or transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares. Your acceptance of this award constitutes your agreement that
the shares of common stock acquired hereunder, if any, will not be sold
or otherwise disposed of by you in violation of any applicable
securities laws or regulations.
C. This award is subject to all of the terms and conditions herein and the
provisions of the Plan, and your acceptance hereof shall constitute
your agreement to the administrative regulations of the Committee. In
the event of any inconsistency between these terms and conditions and
the provisions of the Plan, the provisions of the Plan shall prevail.
You may obtain a copy of the Plan by making a request to MMC.
D. The restricted stock units are awarded in accordance with such
additional administrative regulations as the Committee may, from time
to time, adopt. All decisions of the Committee upon any questions
arising under these terms and conditions or the Plan shall be
conclusive and binding.
E. During your lifetime, no right hereunder related to the restricted
stock units shall be transferable except by will or the laws of descent
and distribution.
-3-
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K of MMC for its last fiscal year, MMC's Registration Statement on Form 8 dated February 3, 1987, describing MMC common stock, including any amendment or reports filed for the purpose of updating such description, and MMC's Registration Statement on Form 8-A/A dated January 26, 2000, describing the Preferred Stock Purchase Rights attached to the common stock, including any further amendment or reports filed for the purpose of updating such description, which have been filed by MMC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference herein.
All documents subsequently filed by MMC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the end of MMC's last fiscal year and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Participants may receive without charge, upon written or oral request, a copy of any of the documents incorporated herein by reference and any other documents that constitute part of this Prospectus by contacting Ms. Kelly Gamble, Senior Manager, Global Compensation, at 212/948-3523 or via internal electronic mail (Lotus Notes) or the internet (kelly.gamble@mmc.com).
-4-
This Document Constitutes Part Of A Prospectus Covering Securities That Have Been Registered Under The Securities Act of 1933.
MARSH & McLENNAN COMPANIES
2000 SENIOR EXECUTIVE INCENTIVE AND STOCK AWARD PLAN
----------------------------------------------------
Terms and Conditions of 7-Year Restricted Stock Awards to U.S. Grant Recipients - -------------------------------------------------------------------------------
This award of restricted stock, granted on [Grant Date] under the Marsh & McLennan Companies ("MMC") 2000 Senior Executive Incentive and Stock Award Plan (the "Plan"), is subject to the terms and conditions below. This award is intended to serve as recognition of your potential for future contributions to the success of MMC and to provide an appropriate additional incentive to remain with the Company so as to influence future outcomes in carrying out your professional and executive responsibilities.
I. AWARD VESTING AND DISTRIBUTION
------------------------------
A. Vesting Period
--------------
Your award of restricted stock is scheduled to vest on the earlier of
(1) [Vesting Date] or (2) the later of your Normal or Deferred
Retirement Date (as such terms are defined in MMC's primary retirement
plan applicable to you).
B. Stock Distribution
------------------
The shares will be distributed as soon as practicable after the
vesting, except for employees expected to be covered under Section
162(m)(3) of the U.S. Internal Revenue Code of 1986, as amended. For
covered employees, MMC may exchange the restricted stock for restricted
stock units prior to vesting and defer distribution until the date that
would result from applying clause (2) from Section IA herein, or such
earlier date pursuant to Sections IVA, IVB or VA herein.
Employees covered under 162(m)(3), according to U.S. Internal Revenue
Service regulations, include (1) the chief executive officer of MMC as
of the last day of the year of distribution and (2) the four
highest-paid executive officers of MMC, other than the chief executive
officer, who are employed on the last day of the year of distribution.
II. RIGHTS OF RESTRICTED STOCK
--------------------------
You will receive dividends on the restricted stock, and you can vote your
shares. The shares may not be transferred or assigned by you unless and
until the restriction period has ended and the shares have been registered
to you.
III. TAXES
-----
The value of restricted stock generally is not taxable on the date of
grant. During the restriction period, the receipt of dividends on the
shares is taxable as additional compensation and reported on a current
basis as W-2 income. When the shares vest and are distributed, you will be
given further information regarding the tax consequences of your receipt of
the shares, and you must pay all withholding taxes required by law. It is
recommended that you consult with your personal tax advisor for more
detailed information regarding the tax treatment of the award.
-1-
IV. TERMINATION OF EMPLOYMENT
-------------------------
If your employment with MMC or any of its subsidiaries or affiliates (the
"Company") terminates, your right to the restricted stock shall be as
follows:
A. Death
-----
If you die, the restricted stock will vest immediately to the person or
persons to whom your rights shall pass by will or the laws of descent
and distribution.
B. Permanent Disability
--------------------
If you become totally and permanently disabled as determined under
MMC's long-term disability program, the restricted stock will vest
immediately.
C. Retirement
----------
As stated in Section IA, if the shares are restricted until your
retirement, then the restricted stock will vest on the later of your
Normal or Deferred Retirement Date.
D. All Other Employment Terminations
---------------------------------
If you cease to be an active employee of the Company before the end of
the restriction period for any reason other than death, permanent
disability, or normal or deferred retirement, or you fail to perform
any condition precedent in a manner satisfactory to the Compensation
Committee of the MMC Board of Directors (the "Committee"), all of your
rights, title and interest in and to the restricted stock shall be
forfeited.
V. CHANGE IN CONTROL PROVISIONS
----------------------------
A. Change in Control
-----------------
Upon the occurrence of a "change in control" of MMC, as defined in the
Plan, the restricted stock will vest on the date of the change in
control, and the shares will be distributed to you as soon as
practicable thereafter.
B. Additional Payment
------------------
Should you receive shares from the vesting of restricted stock that has
been accelerated because of a change in control, all or part of the
value (the total market price of the shares on the date of vesting) of
those shares (the Accelerated Shares) may be subject to a 20% federal
excise tax. The excise tax is imposed when the value of the Accelerated
Shares (plus any other payments which are determined to be contingent
on a change in control) is more than 2.999 times the average of your
last five years W-2 earnings.
-2-
If a change in control occurs and you receive Accelerated Shares, MMC
will determine if the 20% federal excise tax is payable. If it is
payable, MMC will pay to you, within five days of making the
computation, an amount of money (the Additional Payment) equal to the
excise tax plus additional amounts for federal, state and local taxes
so that the excise tax and income taxes on the excise tax payment will
not cost you any money. If the Additional Payment is later determined
to be less than the amount of taxes you owe, a further payment will be
made to you. If the Additional Payment is more than the amount you owe,
you will be required to reimburse MMC for the difference.
VI. OTHER PROVISIONS
----------------
A. This award of restricted stock does not give you any right to continue
to be employed by the Company, or limit, in any way, the right of your
employer to terminate your employment, at any time, for any reason not
specifically prohibited by law.
B. MMC is not liable for the non-issuance or non-transfer, nor for any
delay in the issuance or transfer of any shares of common stock due
you, which results from the inability of MMC to obtain, from each
regulatory body having jurisdiction, all requisite authority to issue
or transfer shares of MMC common stock, if counsel for MMC deems such
authority necessary for the lawful issuance or transfer of any such
shares. Your acceptance of this award constitutes your agreement that
the shares of common stock acquired hereunder, if any, will not be sold
or otherwise disposed of by you in violation of any applicable
securities laws or regulations.
C. This award is subject to all of the terms and conditions h ...
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