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Ace Limited 1995 Long-term Incentive Plan

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Sectors: Insurance
Effective Date: January 01, 1995
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Exhibit 10.33

Conformed Copy

ACE LIMITED 1995

LONG-TERM INCENTIVE PLAN

(As Amended Through the Third Amendment thereof, effective November 16, 2006)

SECTION 1

GENERAL

1.1. Purpose . The ACE Limited 1995 Long-Term Incentive Plan (the " Plan" ) has been established by ACE Limited (the " Company" ) to:

(a) attract and retain Directors of the Company and employees of the Company and Related Companies; (b) motivate participating employees and Directors, by means of appropriate incentives, to achieve long-range goals; (c) provide incentive compensation opportunities that are competitive with those of other major corporations; and (d) further identify Participants' interests with those of the Company' s other shareholders through compensation that is based on the Company' s common stock;

and thereby promote the long-term financial interest of the Company and the Related Companies, including the growth in value of the Company' s equity and enhancement of long-term shareholder return.

1.2. Participation . Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time from among the employees of the Employers and from among the Directors of the Company those persons who will be granted one or more Awards under the Plan, and thereby become " Participants" in the Plan. In the discretion of the Committee, and subject to the terms of the Plan, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Except as otherwise agreed by the Committee and the Participant, or except as otherwise provided in the Plan, an Award under the Plan shall not affect any previous Award under the Plan or an award under any other plan maintained by the Company or the Related Companies.

1.3. Operation and Administration . The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 6. Capitalized terms in the Plan shall be defined as set forth in Section 10 or elsewhere in the Plan.

SECTION 2

OPTIONS 2.1. Definitions . The grant of an Option under this Section 2 entitles the Participant to purchase shares of Stock at a price fixed at the time the Option is granted, or at a price

determined under a method established at the time the Option is granted, subject to the terms of this Section 2. Options granted under this Section 2 may be either Incentive Stock Options or Non-Qualified Stock Options, as determined in the discretion of the Committee, except that, to the extent required by the Code, a Director who is not an employee of the Company or a Related Company may not be granted an Incentive Stock Option. An " Incentive Stock Option" is an Option that is intended to satisfy the requirement applicable to an " incentive stock option" described in section 422(b) of the Code. A " Non-Qualified Option" is an Option that is not intended to be an " incentive stock option" as that term is described in section 422(b) of the Code.

2.2. Eligibility . The Committee shall designate the Participants to whom Options are to be granted under this Section 2 and shall determine the number of shares of Stock to be subject to each such Option. To the extent that the aggregate fair market value of Stock with respect to which Incentive Stock Options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and all Related Companies) exceeds $100,000, such options shall be treated as Non-Qualified Stock Options, to the extent required by section 422 of the Code.

2.3. Price . The determination and payment of the purchase price of a share of Stock under each Option granted under this Section 2 shall be subject to the following: (a) The purchase price shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option is granted; provided, however, that in no event shall such price be less than the greater of (i) 100% of the Fair Market Value of a share of Stock as of the date on which the Option is granted; or (ii) the par value of a share of Stock on such date.

(b) Subject to the following provisions of this subsection 2.3, the full purchase price of each share of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise and, as soon as practicable thereafter, a certificate representing the shares so purchased shall be delivered to the person entitled thereto. (c) The purchase price shall be payable in cash or in shares of Stock (valued at Fair Market Value as of the day of exercise), or in any combination thereof, as determined by the Committee.

(d) A Participant may elect to pay the purchase price upon the exercise of an Option through a cashless exercise arrangement as may be established by the Committee.

2.4. Exercise . Except as otherwise expressly provided in the Plan, an Option granted under this Section 2 shall be exercisable in accordance with the following terms of this subsection 2.4:

(a) The terms and conditions relating to exercise of an Option shall be established by the Committee, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards, or achievement of Stock ownership objectives by the Participant.


-2- (b) No Option may be exercised by a Participant: (i) prior to the date on which the Participant completes one Year of Service with the Company or any Related Company after the date as of which the Option is granted (provided, however, that the Committee may permit exercise following the Participant' s Date of Termination for any period, ending not later than the Expiration Date for the Option as the Committee determines, regardless of whether the Participant had completed one Year of Service at the Date of Termination); or (ii) after the Expiration Date applicable to that Option. (c) The exercise of an Option will result in the surrender of the corresponding rights under a tandem Stock Appreciation Right, if any. 2.5. Post-Exercise Limitations . The Committee, in its discretion, may impose such restrictions on shares of Stock acquired pursuant to the exercise of an Option (including stock acquired pursuant to the exercise of a tandem Stock Appreciation Right) as it determines to be desirable, including, without limitation, restrictions relating to disposition of the shares and forfeiture restrictions based on service, performance, Stock ownership by the Participant, and such other factors as the Committee determines to be appropriate.

2.6. Expiration Date . The " Expiration Date" with respect to an Option means the date established as the Expiration Date by the Committee at the time of the grant; provided, however, that the Expiration Date with respect to any Option shall not be later than the earliest to occur of:

(a) the ten-year anniversary of the date on which the Option is granted;

(b) if the Participant' s Date of Termination occurs by reason of death or Disability, the one-year anniversary of such Date of Termination; or (c) if the Participant' s Date of Termination occurs by reason of Retirement, the date on which the Expiration Date would expire if the Participant' s Date of Termination occurred on the ten-year anniversary of such date on which the Option is granted or, if earlier, the date of the Participant' s death; or

(d) if the Participant' s Date of Termination occurs for reasons other than Retirement, death or Disability, the three-month anniversary of such Date of Termination.

Notwithstanding any provision of the Plan to the contrary, the Committee may provide that, following a Participant' s Date of Termination, regardless of the reason for such Date of Termination, the Expiration Date with respect to any Option granted to such Participant shall be any date determined by the Committee, provided that such Expiration Date may not be later than the ten-year anniversary of the date on which the Option was granted.

2.7. Restoration Option . In the event the Participant exercises an Option and pays all or a portion of the purchase price in Common Stock, in the manner permitted by subsection 2.3, such Participant may, in the Committee' s discretion, be issued a new Option to purchase additional shares of Stock equal to the number of shares of Stock surrendered to the Company in such payment plus the number of shares surrendered to satisfy the Participant' s tax liability. Such new Option shall have an exercise price equal to the Fair Market Value per share on the date such new Option is granted, shall first be exercisable not less than six months from the date of grant of the new Option and shall have an Expiration Date that is the same as the Expiration Date of the original Option so exercised by payment of the purchase price in shares of Stock.


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2.8. Limited Stock Appreciation Rights . The Committee may award Limited Stock Appreciation Rights in tandem with an Option, regardless of whether the Option is in tandem with a Stock Appreciation Right. An award of Limited Stock Appreciation Rights entitles the Participant to receive, in connection with a Change in Control, a cash payment in cancellation of the tandem Options (and any Stock Appreciation Rights in tandem with such Options) which are outstanding on the date the Change in Control occurs (regardless of whether such Options are then presently exercisable). The payment amount shall be equal to the difference between the exercise price per share of any Stock covered by the tandem Option and the " Market Price" of a share of Stock. For purposes of this subsection 2.8, the term " Market Price" shall mean the greater of (a) the highest price per share of Stock paid in connection with the Change in Control and (b) the highest price per share of Stock as reported on the Composite Transaction Reporting System on the New York Stock Exchange (which includes other participating exchanges and over-the-counter markets) during the 30-day period ending on the date of the Change in Control.

SECTION 3

STOCK APPRECIATION RIGHTS

3.1. Definition . Subject to the terms of this Section 3, a Stock Appreciation Right granted under the Plan entitles the Participant to receive, in cash or Stock (as determined in accordance with subsection 3.4), value equal to all or a portion of the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) a specified price which shall not be less than 100% of the Fair Market Value of the Stock at the time the Stock Appreciation Right is granted, or, if granted in tandem with an Option, the exercise price with respect to shares under the tandem Option.

3.2. Eligibility . Subject to the provisions of the Plan, the Committee shall designate the Participants to whom Stock Appreciation Rights are to be granted under the Plan, shall determine the exercise price or a method by which the price shall be established with respect to each such Stock Appreciation Right, and shall determine the number of shares of Stock on which each Stock Appreciation Right is based. A Stock Appreciation Right may be granted in connection with all or any portion of a previously or contemporaneously granted Option or not in connection with an Option. If a Stock Appreciation Right is granted in connection with an Option, then, in the discretion of the Committee, the Stock Appreciation Right may, but need not be granted in tandem with the Option.

3.3. Exercise . The exercise of Stock Appreciation Rights shall be subject to the following:

(a) The terms and conditions relating to exercise of a Stock Appreciation Right shall be established by the Committee, and may include, without limitation, conditions relating to completion of a specified period of service, achievement of performance standards, or achievement of Stock ownership objectives by the Participant.


-4- (b) If a Stock Appreciation Right is not in tandem with an Option, then the Stock Appreciation Right shall be exercisable in accordance with the terms established by the Committee in connection with such rights; provided, however, that except as otherwise expressly provided in the Plan, no Stock Appreciation Right may be exercised by a Participant (i) prior to the date on which he completes one Year of Service with the Company or any Related Company after the date as of which the Stock Appreciation Right is granted (provided, however, that the Committee may permit earlier exercise following the Participant' s Date of Termination by reason of death or Disability); or (ii) after the Expiration Date applicable to that Stock Appreciation Right.

(c) If a Stock Appreciation Right is in tandem with an Option, then the Stock Appreciation Right shall be exercisable at the time the tandem Option is exercisable. The exercise of a Stock Appreciation Right will result in the surrender of the corresponding rights under the tandem Option.

3.4. Settlement of Award . Upon the exercise of a Stock Appreciation Right, the value to be distributed to the Participant, in accordance with subsection 3.1, shall be distributed in shares of Stock (valued at their Fair Market Value at the time of exercise), in cash, or in a combination thereof, in the discretion of the Committee.

3.5. Post-Exercise Limitations . The Committee, in its discretion, may impose such restrictions on shares of Stock acquired pursuant to the exercise of a Stock Appreciation Right as it determines to be desirable, including, without limitation, restrictions relating to disposition of the shares and forfeiture restrictions based on service, performance, ownership of Stock by the Participant, and such other factors as the Committee determines to be appropriate.

3.6. Expiration Date . If a Stock Appreciation Right is in tandem with an Option, then the " Expiration Date" for the Stock Appreciation Right shall be the Expiration Date for the related Option. If a Stock Appreciation Right is not in tandem with an Option, then the " Expiration Date" for the Stock Appreciation Right shall be the date established as the Expiration Date by the Committee; provided, however, that subject to the following provisions of this subsection 3.6, the Expiration Date with respect to any Stock Appreciation Right shall not be later than the earliest to occur of:

(a) the ten-year anniversary of the date on which the Stock Appreciation Right is granted;

(b) if the Participant' s Date of Termination occurs by reason of death or Disability, the one-year anniversary of such Date of Termination; or (c) if the Participant' s Date of Termination occurs by reason of Retirement, the three-year anniversary of such Date of Termination; or (d) if the Participant' s Date of Termination occurs for reasons other than Retirement, death or Disability, the three-month anniversary of such Date of Termination.


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SECTION 4

RESTRICTED STOCK

4.1. Definition . Subject to the terms of this Section 4, Restricted Stock Awards under the Plan are grants of Stock to Participants, the vesting of which is subject to such conditions as may be established by the Committee, with some or all of those conditions relating to performance or events occurring after the date of grant.

4.2. Eligibility . The Committee shall designate the Participants to whom Restricted Stock is to be granted, and the number of shares of Stock that are subject to each such Award. The Award of shares under this Section 4 may, but need not be made in conjunction with a cash-based incentive compensation program maintained by the Company, and may, but need not, be in lieu of cash otherwise awardable under such program.

4.3. Terms and Conditions of Awards . Shares of Restricted Stock granted to Participants under the Plan shall be subject to the following terms and conditions:

(a) Restricted Stock granted to Participants may not be sold, assigned, transferred, pledged or otherwise encumbered, except as hereinafter provided, for a period of not less than one year after the time of the grant of such Stock (the " Restricted Period" ). Except for such restrictions, the Participant as owner of such shares shall have all the rights of a shareholder, including but not limited to the right to vote such shares and, except as otherwise provided by the Committee, the right to receive all dividends paid on such shares.

(b) Except as otherwise determined by the Committee, a Participant whose Date of Termination occurs prior to the end of the Restricted Period for any reason shall forfeit all shares of Restricted Stock remaining subject to any outstanding Restricted Stock Award.

(c) The Committee may, in its discretion, condition the vesting of shares of Restricted Stock on the achievement of performance goals. (d) Each certificate issued in respect of such Stock shall be registered in the name of the Participant and deposited in a bank designated by the C
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