Date of report (Date of earliest event reported)
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October 3, 2011
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Marsh & McLennan Companies, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-5998
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36-2668272
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1166 Avenue of the Americas, New York, NY
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(212) 345-5000
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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MARSH & McLENNAN COMPANIES, INC.
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By:
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/s/ Luciana Fato
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Name:
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Luciana Fato
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Title:
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Deputy General Counsel &
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Corporate Secretary
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1.
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Term of Employment
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2.
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Duties and Responsibilities
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3.
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Marsh & McLennan Companies Support of the Center
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4.
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Compensation and Benefits
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a.
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Annual base salary: You will continue to receive your current annual base salary of $900,000 through December 31, 2011. Effective January 1, 2012, your annual base salary will be $850,000. Annual base salary is payable in installments in accordance with the Company’s payroll procedures in effect from time to time.
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b.
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Vacation: You are entitled to 5 weeks of vacation annually, in accordance with our Company policy.
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c.
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Annual bonus: You will be paid an annual bonus for 2011 performance equal to $1,537,500 (the “2011 Bonus”). You will not be eligible for an annual bonus for 2012 performance or thereafter. Except as provided in this paragraph, to qualify for the 2011 Bonus, you must remain continuously and actively employed by the Company through the date of the bonus payment. The annual bonus shall be paid no later than March 15, 2012. In the event of your termination of employment by the Company other than for “Cause”, as defined in the Senior Executive Severance Plan (as defined in Section 5), your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) the 2011 Bonus to the extent not theretofore paid within 30 days following such event; provided that in the event of your termination of employment other than for Cause or your Permanent Disability, any such 2011 Bonus payment is conditioned upon, and subject to, your execution and delivery to the Company of the Waiver and Release Agreement as described in Section 7(a)(ii) and such Waiver and Release Agreement becoming irrevocable as provided therein.
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d.
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Annual Long-Term Incentive Compensation: You are not eligible to receive any additional awards under the Marsh & McLennan Companies’ long-term incentive program.
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e.
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Benefit Programs: You and your domestic partner and eligible family members are eligible for participation in employee benefit plans, policies and programs provided by the Company on such terms and conditions as are generally provided to similarly situated employees of the Company. Please be aware that nothing in this letter agreement shall limit the Company’s ability to change, modify, cancel or amend any such policies or plans. In addition, you will be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time.
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f.
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Transition Support: The Company will provide you with an office and administrative support through December 31, 2011. The Company will reimburse you for reasonable business-related travel expenses incurred by you in the performance of your duties hereunder through and including December 31, 2011 in accordance with the Company’s written practices and policies.
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5.
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Termination of Employment
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a.
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In consideration of the payments and other benefits hereunder, when your employment terminates for any reason and at any time, you will not be eligible for any severance payments or benefits under any severance plan or arrangement sponsored by the Company, including but not limited to the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). Any equity-based awards that are outstanding at your termination of employment will be treated in accordance with their Terms and Conditions. If you terminate your employment with the Company, the Company shall have the right to discontinue further funding in support of the Center.
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b.
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Upon the termination of your employment for any reason, you shall immediately resign, as of your date of termination, from all positions that you then hold with any member of the Affiliated Group. For purposes of this letter agreement, the term “Affiliated Group” means Marsh & McLennan Companies and any corporation, partnership, joint venture, limited liability company, or other entity in which Marsh & McLennan Companies has a 10% or greater direct or indirect interest. You hereby agree to execute any and all documentation to effectuate such resignations upon request by the Company, but you shall be treated for all purposes as having so resigned upon your date of termination, regardless of when or whether you execute any such documentation.
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c.
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During the term of this letter agreement, and, subject to any other business obligations that you may have, following your date of termination, you agree to assist the Affiliated Group in the investigation and/or defense of any claims or potential claims that may be made or threatened to be made against any member of the Affiliated Group, including any of their officers or directors (a “Proceeding”), and will assist the Affiliated Group in connection with any claims that may be made by any member of the Affiliated Group in any Proceeding. You agree, unless precluded by law, to promptly inform Marsh & McLennan Companies if you are asked to participate in any Proceeding or to assist in any investigation of any member of the Affiliated Group. In addition, you agree to provide such services as are reasonably requested by the Company to assist any successor to you in the transition of duties and responsibilities to such successor. Following the receipt of reasonable documentation, the Company agrees to reimburse you for all of your reasonable out-of-pocket expenses associated with such assistance. Your request for any reimbursement, including reasonable documentation, must be submitted as soon as practicable and otherwise consistent with Company policy. In any event, your request for a taxable reimbursement, including reasonable documentation, must be submitted by the October 31st of the year following the year in which the expense is incurred. The Company will generally reimburse such expenses within 60 days of the date they are submitted, but in no event will they be reimbursed later than the December 31st of the year following the year in which the expense is incurred. The right to reimbursement under this Section 5(c) is not subject to liquidation or exchange for another benefit,
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6.
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Restrictive Covenants
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7.
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Waiver and Release
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8.
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Miscellaneous
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a.
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Notices. Notices given pursuant to this letter agreement shall be in writing and shall be deemed received when personally delivered, or on the date of written confirmation of receipt by (i) overnight carrier, (ii) telecopy, (iii) registered or certified mail, return receipt requested, postage prepaid, or (iv) such other method of delivery as provides a written confirmation of delivery. Notice to the Company shall be directed to:
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b.
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Assignment of this Agreement. This letter agreement is personal to you and shall not be assignable by you without the prior written consent of Marsh & McLennan Companies. This letter agreement shall inure to the benefit of and be binding upon the Company and its respective successors and assigns. Marsh & McLennan Companies may assign this letter agreement, without your consent, to any member of the Affiliated Group or to any other respective successor (whether directly or indirectly, by agreement, purchase, merger, consolidation, operation of law or otherwise) to all, substantially all or a substantial portion of the business and/or assets of the Company, as applicable. If and to the extent that this letter agreement is so assigned, references to the “Company” throughout this letter agreement shall mean the Company as hereinbefore defined and any successor to its business and/or assets as applicable.
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c.
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Merger of Terms. Except as set forth in Section 6 above, this letter agreement supersedes all prior discussions and agreements between you and the Company with respect to the subject matters covered herein, including, without limitation, the Prior Agreement and the Letter Agreement, dated as of February 8, 2010 and effective as of March 31, 2010, between you and Marsh & McLennan Companies.
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d.
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Indemnification. The Company shall indemnify you to the extent permitted by its bylaws with respect to the work you have performed for, or at the request of, the Company or any member of the Affiliated Group during the term of this letter agreement.
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e.
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Governing Law; Amendments. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to principles of conflict of laws. This letter agreement may not be amended or modified other than by a written agreement executed by you and an authorized employee of Marsh & McLennan Companies.
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f.
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Choice of Forum. The Company and you each hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any New York state court or federal court of the United States of America sitting in the State of New York, and any appellate court thereof, in any action or proceeding arising out of or relating to this letter agreement or for recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York state court or, to the extent permitted by law, in such federal court. The Company and you agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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g.
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Arbitration of Claims.
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h.
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Severability; Captions. In the event that any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this letter agreement will be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. The captions in this letter agreement are not part of the provisions of this letter agreement and will have no force or effect.
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i.
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Section 409A.
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j.
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Withholding Requirements. All amounts paid or provided to you under this letter agreement shall be subject to any applicable income, payroll or other tax withholding requirements.
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