Date of report (Date of earliest event reported) | September 4, 2012 |
Marsh & McLennan Companies, Inc. |
(Exact Name of Registrant as Specified in Charter) |
Delaware | 1-5998 | 36-2668272 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1166 Avenue of the Americas, New York, NY | 10036 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code | (212) 345-5000 |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
10.1 | Letter Agreement, dated September 19, 2012, between Marsh & McLennan Companies, Inc. and J. Michael Bischoff |
99.1 | Press release issued by Marsh & McLennan Companies, Inc. on September 4, 2012 (incorporated by reference to the Company's Current Report on Form 8-K originally filed on September 4, 2012) |
MARSH & McLENNAN COMPANIES, INC. | ||
By: | /s/ Luciana Fato | |
Name: | Luciana Fato | |
Title: | Deputy General Counsel & | |
Corporate Secretary |
99.1 | Press release issued by Marsh & McLennan Companies, Inc. on September 4, 2012 (incorporated by reference to the Company's Current Report on Form 8-K originally filed on September 4, 2012) |
Brian Duperreault President and Chief Executive Officer Marsh & McLennan Companies, Inc. 1166 Avenue of the Americas New York, New York 10036 www.mmc.com |
1. | Duties and Responsibilities |
2. | Compensation and Benefits |
a. | Annual Base Salary: You will receive an annual base salary of the amount set forth on Exhibit A, payable in installments in accordance with the Company’s payroll procedures in effect from time to time. Your base salary includes compensation for all time worked, as well as appropriate consideration for sick days, personal days, and other time off. Your base salary will be considered for adjustment in succeeding years as part of the Company’s normal performance management process. |
b. | Vacation: You are entitled to 5 weeks of vacation annually, in accordance with our Company policy. |
c. | Annual Bonus: You are eligible for an annual bonus on the terms set forth on Exhibit A. Bonus awards are discretionary and may be paid in the form of cash, deferred cash or Marsh & McLennan Companies stock units, or a combination thereof. Except as provided in this paragraph and in Section 3(a), to qualify for an annual bonus, you must remain continuously and actively employed by the Company, without having tendered a notice of resignation, through the date of the bonus payment, in accordance with the terms and conditions of the award. The annual bonus shall be paid no later than March 15 of the year following the year for which such bonus is earned. In the event you terminate your employment with the Company after attaining age 65 and your termination of employment does not entitle you to receive severance benefits under Article 5 of the Senior Executive Severance Plan (as defined in Section 3(a)), the Company shall pay you a prorated annual bonus that shall (i) be based on the portion of the year elapsed as of the date of your termination determined by prorating (x) an amount determined based on the degree of achievement of goals at year-end under the bonus program in effect on the date of your termination, except that should any goals be of a subjective nature, the degree of achievement thereof shall be determined by the Compensation Committee of the Marsh & McLennan Companies Board of Directors (“Compensation Committee”) in its sole discretion or (y) if a Change in Control (as defined in the Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan) has occurred, your target annual bonus for the calendar year in which the date of your termination occurs; (ii) not exceed the amount calculated for you under the MMC Senior Management Incentive Compensation Plan and (iii) be payable at the same time as annual bonuses for the year are paid to the Company’s senior executives generally and in no event later than March 15 of the year following the year in which the date of your termination occurs; provided that, prior to the date of payment, you have executed and delivered to the Company a valid waiver and release of claims agreement (including restrictive covenants) in a form satisfactory to the Company (the “Release”) and such Release has become irrevocable as provided therein. In the event of your Permanent Disability (as defined below) or death, the Company shall pay you (or your estate in the case of death) a prorated target annual bonus for the year in which your termination occurs based on the portion of the year elapsed as of the date of your termination. Any such bonus amount shall be paid within 30 days of your death. In the event of your Permanent Disability, your prorated annual bonus payment is conditioned upon, and subject to, your execution and delivery to the Company within 30 days of the date of such event a Release and such Release has become irrevocable as provided therein (the “Release Effective Date”). Payment of any such annual bonus amount shall then be paid within 30 days following the Release Effective Date. |
d. | Annual Long-Term Incentive Compensation: You are eligible to participate in Marsh & McLennan Companies’ long-term incentive program with a target long-term incentive compensation award as set forth on Exhibit A. Long-term incentive awards are discretionary and are governed by terms and conditions approved by the Compensation Committee as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or other plan under which the long-term incentive award is granted). In accordance with Company practice, you may be required to enter into a “Restrictive Covenants Agreement” in connection with long-term incentive awards. |
e. | Restricted Stock Units: You have been approved for an award of Restricted Stock Units (RSUs) as set forth on Exhibit A. Your award will be granted on October 1, 2012, and will be converted from the dollar value of the grant into RSUs based upon the average of the high and low prices of Marsh & McLennan Companies common stock on the New York Stock Exchange one trading day prior to the effective date of the grant. The RSU award will be subject to standard terms and conditions approved by the Compensation Committee as set forth in the award agreement and in Marsh & McLennan Companies’ 2011 Incentive and Stock Award Plan (or other plan under which the long-term incentive award is granted). You will receive additional information regarding these RSUs, including the terms and conditions of the award, shortly after the award is granted. |
f. | Benefit Programs: You and your eligible family members will continue to have the opportunity to participate in the employee benefit plans, policies and programs provided by Marsh & McLennan Companies, on such terms and conditions as are generally provided to similarly situated employees of the Company. These plans may include retirement, savings, medical, life, disability, and other insurance programs as well as an array of work/life effectiveness policies and programs. Please be aware that nothing in this letter agreement shall limit Marsh & McLennan Companies’ ability to change, modify, cancel or amend any such policies or plans. In addition, you will continue to be eligible to participate in the Marsh & McLennan Companies Executive Financial Services Program, as in effect from time to time. |
3. | Termination of Employment |
a. | You will be designated as a “Key Employee” under the Marsh & McLennan Companies, Inc. Senior Executive Severance Pay Plan (the “Senior Executive Severance Plan”). In the event that your employment with the Company terminates for any reason, the Senior Executive Severance Plan in effect at the time of your termination will exclusively govern the terms under which you may be eligible to receive severance and/or other transition benefits from the Company. In the event that the reason for your termination of employment entitles you to receive severance benefits under Article 5 of the Senior Executive Severance Plan, the Company shall also pay you the earned annual bonus, if any, for the calendar year that preceded your termination to the extent not theretofore paid. |
b. | 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. You hereby agree to execute any and all documentation to effectuate |
c. | 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. |
Annual Base Salary | $650,000, retroactively effective to March 16, 2012. |
Annual Target Bonus Opportunity | Bonus awards are discretionary. Anticipated target bonus of $1,250,000 commencing with the 2012 performance year (awarded in 2013). Actual bonus may vary from target, based on achievement of individual performance objectives and/or Marsh & McLennan Companies’ performance as Marsh & McLennan Companies may establish from time to time. |
Annual Target Long Term Incentive Opportunity | Long-term incentive awards are discretionary. Anticipated target grant date fair value of $750,000, commencing with the award made in 2013. |
Restricted Stock Unit Award | Restricted Stock Units with an October 1 grant date fair value of $1,500,000. |
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