WHEREAS, the Company seeks to employ Executive as Chief Executive Officer Aon Consulting Worldwide, Inc.; and
WHEREAS, Executive desires to serve and to be employed upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. Employment. The Company hereby agrees to employ the Executive and the Executive hereby agrees to be employed upon the terms and subject to the conditions contained in this Agreement. The term of employment of the Executive pursuant to this Agreement (the Employment Period) shall commence effective as of July15, 2005 (the Effective Date) and shall end on July16, 2010, unless earlier terminated pursuant to Section 4 hereof.
2. Position and Duties; Responsibilities; Board Service. (a) Position and Duties. The Company shall employ the Executive during the Employment Period as Chief Executive Officer Aon Consulting Worldwide, Inc. During the Employment Period, the Executive shall perform faithfully and loyally and to the best of his abilities the duties assigned to him hereunder and shall devote his full business time, attention and effort to the affairs of the Company and its subsidiaries and shall use his best efforts to promote the interests of the Company and its subsidiaries. The Executive may engage in charitable, civic or community activities and, with the prior approval of the Chief Executive Officer of the Company (the CEO), may serve as a director of any other business corporation, provided that (i) such activities or service do not interfere with his duties hereunder or violate the terms of any of the covenants contained in Sections 6, 7, or 8 hereof and (ii) such other business corporation provides the Executive with director and officer insurance coverage which, in the opinion of the CEO, is adequate under the circumstances.
(b) Responsibilities. The Executive shall have the authority and responsibility for the Companys global consulting business. The Executive shall also perform such other duties (not inconsistent with the position of Chief Executive Officer) on behalf of the Company and its subsidiaries as may from time to time be authorized or directed by the CEO. The Executive shall report to the CEO.
3. Compensation. (a) Base Salary. During the Employment Period, the Company shall pay to the Executive a base salary at the rate of $675,000 per annum (Base Salary), payable semi-monthly in accordance with the Companys executive payroll policy.
Such Base Salary shall be reviewed annually on the Companys regular executive salary review schedule, and shall be subject to upward but not lower adjustment at the discretion of the CEO and Organization and Compensation Committee of the Board of Directors.
(b) Annual Bonus. During the Employment Period, commencing in calendar year 2005, the Executive shall be eligible for a target annual incentive bonus of 100% of the Executives Base Salary as in effect at the end of the Bonus Year determined pursuant to the terms of the senior management incentive plan as in effect from time to time; provided, however, that (i) Executives maximum bonus for the 2005 Bonus Year shall be 150% of his Base Salary in effect at the end of such year and the actual incentive bonus paid for the 2005 Bonus Year shall not be less than $700,000; (ii) Executives maximum bonus for Bonus Years after 2005 shall be established in accordance with the Companys shareholder-approved Senior Officer Incentive Compensation Plan as it may be amended from time to time; and (iii) the Executives annual incentive bonus for each of Bonus Years shall be subject to the terms and conditions of the Aon Incentive Stock Program.
(c) Stock Award. On the Effective Date, the Executive shall receive a restricted stock unit award of 125,000 shares of common stock of the Company, which restricted stock units shall be subject to terms and conditions generally applicable to restricted stock unit grants under the Aon Stock Incentive Plan; provided, however, such stock shall vest in installments of 12,500 shares at the end of each of the first four years beginning on the Effective Date and in a final installment of 75,000 shares at the end of the fifth year beginning on the Effective Date. In the event of termination of the Executives employment by the Company without Cause pursuant to Sections 4(d) and 4(f) hereof such award shall fully vest as of the date of termination.
(d) Stock Option. (i) On the Effective Date, the Executive shall be granted non-qualified option of 175,000 shares of the common stock of the Company. The non-qualified stock option shall be granted pursuant to the terms of the Aon Stock Incentive Plan. Such options shall vest in accordance with the terms generally applicable to option grants under the Aon Stock Incentive Plan; provided, however, such option shall vest 33% at the end of the second year beginning on the Effective Date and 33% and 34% respectively, on the end of each of the third and fourth years beginning on the Effective Date. In the event of termination of the Executives employment by the Company without Cause pursuant to Sections 4(d) and 4(f) hereof such option shall fully vest as of the date of termination.
(e) Other Benefits. During the Employment Period, the Executive shall be entitled to participate in the Companys employee benefit plans generally available to executives of the Company (such benefits being hereinafter referred to as the Employee Benefits). The Executive also shall be entitled to vacation (not less than 4 weeks per year) or illness in accordance with the Companys policy for executives and to receive all other fringe benefits as are from time to time made generally available to executives of the Company.
(f) Expense Reimbursement. During the Employment Period the Company shall reimburse the Executive in accordance with the Companys policies and procedures, for all proper expenses incurred by him in the performance of his duties hereunder.
4. Termination. (a) Death. Upon the death of the Executive, this Agreement shall automatically terminate and the Executives executor, administrator or designated beneficiary shall be entitled to receive the Executives Base Salary which shall have accrued to the date of such death. The Company shall pay to the Executives executor or administrator of Executives estate a lump sum cash amount equal to the Executives Base Salary, at the rate in effect at the date of such death, to which the Executive would have been entitled from the date of such death until the end of the Employment Period, reduced by the amount of any benefit paid under any individual or group life insurance policy maintained by the Company for the benefit of the Executive.
(b) Disability. The Company may, at its option, terminate this Agreement upon written notice to the Executive if the Executive, because of physical or mental incapacity or disability, fails to perform the essential functions of his position, with reasonable accommodation, if relevant, required of him hereunder for a continuous period of 120 days or any 180 days within any 12-month period. Upon such termination, the Executive or his legal representative shall be entitled to receive the Base Salary which shall have accrued to the date of termination, plus continuation of Base Salary, at the rate in effect at the date of such termination of employment, until the end of the Employment Period; provided, however, that the amount of any benefit payable under any disability insurance policy maintained by the Company for the benefit of the Executive shall be deducted from the payments of such Base Salary. In the event of any dispute regarding the existence of the Executives incapacity or disability hereunder, the matter shall be resolved by the determination of an independent physician agreed to between the Executive and the Company specializing in the claimed area of incapacity or disability. The Executive shall submit to appropriate medical examinations for purposes of such determination.
(c) Cause. (i) The Company may at any time, at its option, terminate the Executives employment under this Agreement immediately for Cause (as hereinafter defined). The Companys decision in this regard shall be taken by the Governance Committee of the Board (Governance Committee). The Executive shall be given at least seven days advanced written notice of any meeting at which the Governance Committee proposes to put forward for a vote a decision on whether or not to terminate the Executive for Cause and the written notice shall describe in reasonable detail the basis on which the Governance Committee may conclude that Cause exists. The Executive shall have the opportunity to appear in person and to make such written and/or oral presentation to such meeting of the Governance Committee as the Executive thinks fit. If a majority of the Governance Committee authorizes by affirmative vote a termination for Cause at such meeting (whether or not the Executive makes any oral or written presentations at such meeting) such determination shall be final and binding upon the Company and the Executive once such decision is confirmed in writing and communicated to the Executive.
(ii) As used in this Agreement, the term Cause shall mean any one or more of the following:
(A) any failure or inability (other than by reason of physical or mental disability determined in accordance with Section 4(b)) of the Executive to perform his material duties under this Agreement to the satisfaction of at least a majority of the members of the Governance Committee, including, without limitation, any refusal by the
Executive to perform such duties or to perform such specific directives of the CEO which are consistent with the scope and nature of the Executives duties and responsibilities under this Agreement;
(B) any intentional act of fraud, embezzlement or theft by the Executive in connection with his duties hereunder or in the course of his employment hereunder or the Executives admission or conviction of, or plea of nolo contendere to, a felony or of any crime involving moral turpitude, fraud, embezzlement, theft or misrepresentation;
(C) any gross negligence or willful misconduct of the Executive resulting in a loss to the Company or any of its subsidiaries, or damage to the reputation of the Company or any of its subsidiaries;
(D) any breach by the Executive of any one or more of the covenants contained in Section 6, 7 or 8 hereof; or
(E) any violation of any statutory or common law duty of loyalty to the Company or any of its subsidiaries.
(iii) The exercise of the right of the Company to terminate this Agreement pursuant to this Section 4(c) shall not abrogate the rights or remedies of the Company in respect of the breach giving rise to such termination.
(iv) If the Company terminates the Executives employment for Cause, as defined in Section 4(c)(ii)(B), (C), (D) or (E), he shall be entitled to:
(A) accrued Base Salary through the date of the termination of his employment; and
(B) other Employee Benefits to which the Executive is entitled upon his termination of employment with the Company, including regular and supplemental retirement and disability benefits, in accordance with the terms of the plans and programs of the Company.
(v) if the Company terminates the Executives employment for Cause, as defined in Section 4(c)(ii)(A), he shall be entitled to:
(A) the payments specified by Sections 4(c)(iv)(A) and (B); and
(B) the continuation of the Base Salary, at the rate in effect at the date of such termination of employment, for a period of two years from the date of such termination of employment.
(d) Termination Without Cause. If, during the Employment Period, the Company terminates the employment of the Executive hereunder for any reason other than a reason set forth in Section 4(a), (b) or (c), the Company shall give the Executive 12 months prior written notice of such termination, and:
(i) Concurrent with such termination, the Executive shall be entitled to receive the payments and benefits specified by Sections 4(c)(iv)(A) and (B);
(ii) a lump sum cash payment equal to the product of (x) two, and (y) the sum of the Base Salary and the Executives target annual incentive bonus under the Senior Executive Plan for the Bonus Year in which the Executives employment terminates; provided that for this purpose the Executives Base Salary and target annual bonus shall be no less than his initial Base Salary and initial target bonus.
Notwithstanding the foregoing provisions of this Section 4(d), if any payment specified by this Section 4(d) would not be deductible by the Company for federal income tax purposes by reason of Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code), or any similar or successor statute (excluding Section 280G of the Code), such payment shall be deferred and the amount thereof (plus earnings thereon in accordance with the terms of such deferral) shall be paid to the Executive at the earliest time that such payment shall be deductible by the Company.
(e) Voluntary Termination. The Executive may voluntarily terminate his employment with the Company prior to the end of the Employment Period for any reason. If the Executive voluntarily terminates his employment pursuant to this Section 4(e), the Executive shall give the Company 12 months prior written notice and shall be entitled to the payments specified by Sections 4(c)(iv)(A) and (B).
(f) Termination for Good Reason. (i) Upon 30 days prior written notice to the Company, the Executive may voluntarily terminate the Executives employment with Good Reason (as hereinafter defined). If the Executive voluntarily terminates employment pursuant to this Section 4(f), the Executives entitlement to compensation and benefits shall cease immediately, except that the Executive shall be entitled to the payments and benefits specified in Section 4(d);
(ii) As used in this Agreement, the term Good Reason shall mean during the Employment Period, without the written consent of the Executive, the following, provided that an isolated, insubstantial or inadvertent action not taken in bad faith or failure not occurring in bad faith which is remedied by the Company promptly after receipt of notice thereof given by the Executive shall not constitute Good Reason:
(A) the assignment to the Executive of duties materially inconsistent in any respect with the Executives position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by this Agreement;
(B) any failure by the Company to comply with the provisions of Section 3 hereof;
(C) any requirement by the Company that the Executives principal office be located more than 50 miles outside of the greater Chicago metropolitan area; or
(D) any other material breach by the Company of this Agreement.
5. Federal and State Withholding. The Company shall deduct from the amounts payable to the Executive pursuant to this Agreement the amount of all required federal, state and local withholding taxes in accordance with the Executives Form W-4 on file with the Company, and all applicable federal employment taxes.
6. Noncompetition; Nonsolicitation. (a) General. The Executive acknowledges that in the course of his employment with the Company he has and will become familiar with trade secrets and other confidential information concerning the Company and its subsidiaries and that his services will be of special, unique and extraordinary value to the Company and its affiliates.
(b) Noncompetition. The Executive agrees that during the period of his employment with the Company and for a period of two years thereafter (the Noncompetition Period) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or consultant to any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business, in which the Executive was involved or had knowledge, being conducted by, or contemplated by, the Company or any of its subsidiaries as of the termination of the Executives employment in any geographic area in which the Company or any of its subsidiaries is then conducting such business.
(c) Nonsolicitation. The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly, induce or attempt to induce any employee of the Company or any of its subsidiaries to terminate or abandon his or her employment for any purpose whatsoever.
(d) Exceptions. (i) Section 6 (b) shall not apply if the employment of the Executive is terminated pursuant to Sections 4(d) or 4(f); (ii) Section 6(b) shall not apply if, after termination of employment, Executive is employed by McKinsey & Company or substantially similar strategic consulting firm, however, Section 6(b) shall apply if Executive is employed by Mercer Consulting or one of its affiliates or any other consulting firm which is predominately in the business of employee benefits consulting or human resources outsourcing; (iii) nothing in this Section 6 shall prohibit the Executive from being (A) a stockholder in a mutual fund or a diversified investment company or (B) a passive owner of not more than two percent of the outstanding stock of any class of a corporation, any securities of which are publicly traded, so long as Executive has no active participation in the business of such corporation.
(e) Reformation. If, at any time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. This Agreement shall not authorize a court to increase or broaden any of the restrictions in this Section 6.
(f) Consideration; Breach. The Company and the Executive agree that the payments to be made, and the benefits to be provided, by the Company to the Executive pursuant to Section 3 hereof shall be made and provided in consideration of the Executives agreements contained in Section 6 hereof. In the event that the Executive shall commit a material breach of any provision of Section 6 hereof, the Company shall be entitled immediately to terminate making all remaining payments and providing all remaining benefits pursuant to Section 3 hereof and upon such termination the Company shall have no further liability to the Executive under this Agreement.
7. Confidentiality. The Executive shall not, at any time during the Employment Period or thereafter, make use of or disclose, directly or indirectly, any (i) trade secret or other confidential or secret information of the Company or of any of its subsidiaries or (ii) other technical, business, proprietary or financial information of the Company or of any of its subsidiaries not available to the public generally or to the competitors of the Company or to the competitors of any of its subsidiaries (Confidential Information), except to the extent that such Confidential Information (a) becomes a matter of public record or is published in a newspaper, magazine or other periodical available to the general public, other than as a result of any act or omission of the Executive, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, provided that the Executive gives prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order, or (c) is necessary to perform properly the Executives duties under this Agreement. Promptly following the termination of the Employment Period, the Executive shall surrender to the Company all records, memoranda, notes, plans, reports, computer tapes and software and other documents and data which constitute Confidential Information which he may then possess or have under his control (together with all copies thereof).
8. Inventions. The Executive hereby assigns to the Company his entire right, title and interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and ideas, writings and copyrightable material, which may be conceived by the Executive or developed or acquired by him during the Employment Period, which may pertain directly or indirectly to the business of the Company or any of its subsidiaries. The Executive agrees to disclose fully all such developments to the Company upon its request, which disclosure shall be made in writing promptly following any such request. The Executive shall, upon the Companys request, execute, acknowledge and deliver to the Company all instruments and do all other acts which are necessary or desirable to enable the Company or any of its subsidiaries to file and prosecute applications for, and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries.
9. Enforcement. The parties hereto agree that the Company and its subsidiaries would be damaged irreparably in the event that any provision of Section 6, 7, or 8 of this Agreement were not performed in accordance with its terms or were otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach. Accordingly, the Company and its successors and permitted assigns shall be entitled, in addition to other rights and remedies existing in their favor, to an injunction or injunctions to prevent any breach or threatened breach of any of such provisions and to enforce such provisions specifically (without posting a bond or other security). The Executive agrees that he will submit himself to
the personal jurisdiction of the courts of the State of Illinois in any action by the Company to enforce any provision of Section 7, 8 or 9 of this Agreement.
10. Survival. Sections 3, 4, 6, 7, 8, 9 and 10 of this Agreement shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Period.
11. Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when (i) delivered personally or by overnight courier to the following address of the other party hereto (or such other address for such party as shall be specified by notice given pursuant to this Section 12) or (ii) sent by facsimile to the following facsimile number of the other party hereto (or such other facsimile number for such party as shall be specified by notice given pursuant to this Section 12), with the confirmatory copy delivered by overnight courier to the address of such party pursuant to this Section 12:
If to the Company, to:
200 East Randolph
Chicago, Illinois 60601
Attention: President and Chief Executive Officer
with copies to:
200 East Randolph
Chicago, Illinois 60601
Attention: General Counsel
If to the Executive, to the Executives home address as shown on the Companys records.
13. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement or the validity, legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
14. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, which may have related in any manner to the subject matter hereof.
15. No Mitigation. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.
16. Successors and Assigns. This Agreement shall be enforceable by the Executive and his heirs, executors, administrators and legal representatives, and by the Company and its successors and assigns, and shall be binding on such successors and assigns.
17. Headings; Inconsistency. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. In the event of any inconsistency between the terms of this Agreement and any form, award (including the award agreements attached hereto as Exhibits A, B and C), plan or policy of the Company or any other agreement between the Executive and the Company, the terms of this Agreement shall control.
18. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to principles of conflict of laws.
19. Amendment and Waiver. The provisions of this Agreement may be amended or waived only by the written agreement of the Company and the Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.
20. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
/s/ Jeremy Farmer
Senior Vice President
/s/ Andrew M. Appel
Andrew M. Appel