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Aon plc – ‘10-Q’ for 3/31/18 – ‘EX-10.4’

On:  Friday, 5/4/18, at 4:10pm ET   ·   For:  3/31/18   ·   Accession #:  1628280-18-5956   ·   File #:  1-07933

Previous ‘10-Q’:  ‘10-Q’ on 10/27/17 for 9/30/17   ·   Next:  ‘10-Q’ on 7/27/18 for 6/30/18   ·   Latest:  ‘10-Q’ on 4/26/24 for 3/31/24   ·   1 Reference:  By:  Aon plc – ‘10-K’ on 2/19/21 for 12/31/20

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/04/18  Aon plc                           10-Q        3/31/18  107:15M                                    Workiva Inc Wde… FA01/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    993K 
 2: EX-10.1     Material Contract -- exhibit101                     HTML     63K 
 3: EX-10.2     Material Contract -- exhibit102                     HTML     81K 
 4: EX-10.4     Material Contract -- exhibit104                     HTML     40K 
 5: EX-12.1     Statement re: Computation of Ratios                 HTML     51K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
16: R1          Document and Entity Information                     HTML     49K 
17: R2          Condensed Consolidated Statements of Income         HTML    115K 
                (Unaudited)                                                      
18: R3          Condensed Consolidated Statements of Comprehensive  HTML     60K 
                Income (Unaudited)                                               
19: R4          Condensed Consolidated Statements of Financial      HTML    119K 
                Position (Unaudited)                                             
20: R5          Condensed Consolidated Statements of Financial      HTML     36K 
                Position (Unaudited) (Parenthetical)                             
21: R6          Condensed Consolidated Statement of Shareholders'   HTML     82K 
                Equity (Unaudited)                                               
22: R7          Condensed Consolidated Statements of Cash Flows     HTML    144K 
                (Unaudited)                                                      
23: R8          Basis of Presentation                               HTML     36K 
24: R9          Accounting Principles and Practices                 HTML    180K 
25: R10         Revenue from Contracts with Customers               HTML     78K 
26: R11         Discontinued Operations                             HTML     56K 
27: R12         Cash and Cash Equivalents and Short-term            HTML     36K 
                Investments                                                      
28: R13         Other Financial Data                                HTML    100K 
29: R14         Acquisitions and Dispositions of Businesses         HTML     63K 
30: R15         Restructuring                                       HTML     70K 
31: R16         Goodwill and Other Intangible Assets                HTML     70K 
32: R17         Debt                                                HTML     48K 
33: R18         Income Taxes                                        HTML     37K 
34: R19         Shareholders' Equity                                HTML     80K 
35: R20         Employee Benefits                                   HTML     74K 
36: R21         Share-Based Compensation Plans                      HTML     76K 
37: R22         Derivatives and Hedging                             HTML     97K 
38: R23         Fair Value Measurements and Financial Instruments   HTML    123K 
39: R24         Commitments and Contingencies                       HTML     58K 
40: R25         Segment Information                                 HTML     34K 
41: R26         Guarantee of Registered Securities                  HTML    837K 
42: R27         Accounting Principles and Practices (Policies)      HTML    202K 
43: R28         Accounting Principles and Practices Accounting      HTML    157K 
                Principles and Practices (Tables)                                
44: R29         Revenue from Contracts with Customers (Tables)      HTML     65K 
45: R30         Discontinued Operations (Tables)                    HTML     54K 
46: R31         Other Financial Data (Tables)                       HTML    108K 
47: R32         Acquisitions and Dispositions of Businesses         HTML     46K 
                (Tables)                                                         
48: R33         Restructuring (Tables)                              HTML     71K 
49: R34         Goodwill and Other Intangible Assets (Tables)       HTML     72K 
50: R35         Debt (Tables)                                       HTML     46K 
51: R36         Shareholders' Equity (Tables)                       HTML     75K 
52: R37         Employee Benefits (Tables)                          HTML     69K 
53: R38         Share-Based Compensation Plans (Tables)             HTML     76K 
54: R39         Derivatives and Hedging (Tables)                    HTML     90K 
55: R40         Fair Value Measurements and Financial Instruments   HTML    117K 
                (Tables)                                                         
56: R41         Segment Information (Tables)                        HTML     32K 
57: R42         Guarantee of Registered Securities (Tables)         HTML    834K 
58: R43         Accounting Principles and Practices - Schedule of   HTML     40K 
                Changes in Accounting Principle (Details)                        
59: R44         Accounting Principles and Practices (Narrative)     HTML     53K 
                (Details)                                                        
60: R45         Accounting Principles and Practices - Schedule of   HTML     77K 
                Changes to Balance Sheet for Topic 606 (Details)                 
61: R46         Accounting Principles and Practices - Schedule of   HTML     57K 
                Impact of Topic 606 on Statement of Income                       
                (Details)                                                        
62: R47         Accounting Principles and Practices - Schedule of   HTML     54K 
                Impact of Topic 606 on Cash Flow Statement                       
                (Details)                                                        
63: R48         Revenue from Contracts with Customers -             HTML     56K 
                Disaggregation of Revenue (Details)                              
64: R49         Revenue from Contracts with Customers - Contract    HTML     46K 
                Assets Rollforward (Details)                                     
65: R50         Discontinued Operations (Details)                   HTML     57K 
66: R51         Discontinued Operations Income Statement (Details)  HTML     60K 
67: R52         Cash and Cash Equivalents and Short-term            HTML     39K 
                Investments (Details)                                            
68: R53         Other Financial Data - Schedule of Other Income     HTML     49K 
                (Details)                                                        
69: R54         Other Financial Data - Schedule of Allowance for    HTML     41K 
                Doubtful Accounts (Details)                                      
70: R55         Other Financial Data - Schedule of Other Current    HTML     45K 
                Assets (Details)                                                 
71: R56         Other Financial Data - Schedule of Other            HTML     41K 
                Non-current Assets (Details)                                     
72: R57         Other Financial Data - Schedule of Other Current    HTML     49K 
                Liabilities (Details)                                            
73: R58         Other Financial Data - Schedule of Other            HTML     50K 
                Non-current Liabilities (Details)                                
74: R59         Acquisitions and Dispositions of Businesses -       HTML     67K 
                Acquisitions (Details)                                           
75: R60         Acquisitions and Dispositions of Businesses -       HTML     37K 
                Dispositions (Details)                                           
76: R61         Restructuring Narrative (Details)                   HTML     56K 
77: R62         Restructuring - Schedule of Restructuring and       HTML     58K 
                Related Expenses (Details)                                       
78: R63         Restructuring - Schedule of Restructuring Reserve   HTML     42K 
                (Details)                                                        
79: R64         Goodwill and Other Intangible Assets Rollforward    HTML     40K 
                (Details)                                                        
80: R65         Goodwill and Other Intangible Assets (Details 2)    HTML     72K 
81: R66         Debt Narrative (Details)                            HTML     69K 
82: R67         Debt Schedule of Commercial Paper (Details)         HTML     38K 
83: R68         Income Taxes (Details)                              HTML     39K 
84: R69         Shareholders' Equity (Details)                      HTML     64K 
85: R70         Shareholders' Equity (Details 2)                    HTML     87K 
86: R71         Employee Benefits (Details)                         HTML     74K 
87: R72         Share-Based Compensation Plans - Share-based        HTML     40K 
                compensation expenses recognized (Details)                       
88: R73         Share-Based Compensation Plans - Restricted share   HTML     70K 
                unit activity (Details)                                          
89: R74         Share-Based Compensation Plans - Performance Share  HTML     38K 
                Awards Narrative (Details)                                       
90: R75         Share-Based Compensation Plans - Schedule of        HTML     41K 
                Performance-based plans (Details)                                
91: R76         Derivatives and Hedging - Foreign Exchange Risk     HTML     37K 
                Management Narrative (Details)                                   
92: R77         Derivatives and Hedging - Notional and fair values  HTML     57K 
                of derivative instruments (Details)                              
93: R78         Derivatives and Hedging - Schedule of amounts of    HTML     47K 
                derivative gains (losses) recognized in the                      
                Consolidated Financial Statements (Details)                      
94: R79         Derivatives and Hedging - Interest Rate Management  HTML     37K 
                Risk Narrative (Details)                                         
95: R80         Derivatives and Hedging - Foreign Hedge (Details)   HTML     34K 
96: R81         Fair Value Measurements and Financial Instruments   HTML     71K 
                - Schedule of assets and liabilities that are                    
                measured at fair value on a recurring basis                      
                (Details)                                                        
97: R82         Fair Value Measurements and Financial Instruments   HTML     39K 
                - Schedule of financial instruments where the                    
                carrying amounts and fair values differ (Details)                
98: R83         Commitments and Contingencies Narrative (Details)   HTML     97K 
99: R84         Segment Information (Details)                       HTML     37K 
100: R85         Guarantee of Registered Securities (Narrative)      HTML     60K  
                (Details)                                                        
101: R86         Guarantee of Registered Securities - Condensed      HTML    126K  
                Consolidating Statement of Income (Details)                      
102: R87         Guarantee of Registered Securities - Condensed      HTML     85K  
                Consolidating Statement of Comprehensive Income                  
                (Details)                                                        
103: R88         Guarantee of Registered Securities - Condensed      HTML    191K  
                Consolidating Statement of Financial Position                    
                (Details)                                                        
104: R89         Guarantee of Registered Securities - Condensed      HTML    154K  
                Consolidating Statement of Cash Flows (Details)                  
106: XML         IDEA XML File -- Filing Summary                      XML    194K  
105: EXCEL       IDEA Workbook of Financial Reports                  XLSX    126K  
10: EX-101.INS  XBRL Instance -- aon-20180331                        XML   5.34M 
12: EX-101.CAL  XBRL Calculations -- aon-20180331_cal                XML    322K 
13: EX-101.DEF  XBRL Definitions -- aon-20180331_def                 XML   1.02M 
14: EX-101.LAB  XBRL Labels -- aon-20180331_lab                      XML   1.99M 
15: EX-101.PRE  XBRL Presentations -- aon-20180331_pre               XML   1.40M 
11: EX-101.SCH  XBRL Schema -- aon-20180331                          XSD    218K 
107: ZIP         XBRL Zipped Folder -- 0001628280-18-005956-xbrl      Zip    376K  


‘EX-10.4’   —   Material Contract — exhibit104


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 <!   C:   C: 
  Exhibit  

Exhibit 10.4


March 1, 2018

Michael J. O’Connor
200 E. Randolph
Chicago, IL 60601

Re:    Employment Letter
                
Dear Mike,
Aon Corporation (the “Company”) is pleased to confirm in this Employment Letter (this “Letter”) the terms of your continued employment as Chief Executive Officer, Aon Risk Solutions. Subject to your acceptance of this Letter, your continued employment in this position will be deemed to have commenced as of March 1, 2018 (the “Effective Date”).
1.    General.
At-Will Employment. Your employment with the Company pursuant to this Letter constitutes at-will employment and is not for a specified period. Nothing in this Letter is intended or should be construed as a contract for, or guarantee of, continued employment. This Letter supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, whether oral or written, respecting your employment, including, without limitation, the Employment Agreement between you and the Company dated March 29, 2013 (your “2013 Agreement”).
Responsibilities. You will continue to serve in the position of Chief Executive Officer, Aon Risk Solutions, and be a Level 1 senior executive of the Company (or comparable level if levels are changed). You will have the authority and responsibility consistent with your position, which shall be the authority and responsibility typically held by a senior executive of a global, publicly-traded company (e.g., CHRO, CAO, COO, etc.). You will also perform other duties on behalf of the Company and its subsidiaries as may from time to time be authorized or directed by the Company’s Chief Executive Officer (the “CEO”).
Outside Activities. You may engage in charitable, civic or community activities and, with the prior approval of the General Counsel of Aon plc (the “GC”), may serve as a director of any other business corporation, provided that (a) such activities or service do not interfere with your duties hereunder or violate the terms of any restrictive covenants applicable to you, (b) such activities are consistent with the Aon Code of Business Conduct and are reviewed and approved by the GC, and (c) such other business corporation provides you with director and officer insurance coverage which, in the opinion of the Company, is adequate under the circumstances.
2.    Compensation.
Base Salary. During your employment pursuant to this Letter, the Company will continue to pay you a base salary at the rate of $900,000 per year (“Base Salary”), payable semi-monthly in accordance with the Company’s executive payroll policy. Your Base Salary will be reviewed annually on the Company’s regular executive salary review schedule, and will be subject to adjustment at the discretion of the Organization and Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”), which adjusted amount will be thereafter your “Base Salary” for all purposes hereunder.
Annual Incentive Compensation. You will be eligible to participate in the annual incentive compensation program for the Company’s senior executives in accordance with the provisions of such program, as amended from time to time. Your target bonus will be 100% of your Base Salary in effect at the end of such year. You acknowledge and agree that any such annual incentive compensation program awards will be subject to payment pursuant to and in accordance with the Aon Incentive Stock Program, payable in a combination of cash and an Aon equity-based award, if applicable.
Long-Term Incentive Compensation. You will be eligible to participate in the long-term incentive compensation programs for the Company’s senior executives in accordance with the provisions of such programs, as



amended from time to time, pursuant to which you will be eligible to receive, subject to the approval of the Compensation Committee, an annual equity award in an amount that reflects and is consistent with your role and contribution.
Employee Benefits. During the course of employment, you will be entitled to participate in the Company’s employee benefit plans generally available to senior executives of the Company. In particular, you will be eligible to participate in an executive health program. Nothing in this Letter will require the Company to establish, maintain or continue any of the benefits already in existence or hereafter adopted for executives of the Company and nothing in this Letter will restrict the right of the Company to amend, modify or terminate such programs.
Vacation Time. You will not accrue vacation time, but will be entitled to paid vacation time in accordance with usual Company practices applicable to similarly situated employees.
Expense Reimbursement. In accordance with Company policies and procedures and on prescribed Company forms, the Company will reimburse you for all proper expenses incurred by you in the performance of your duties hereunder.
Severance and Change in Control Protection. You will be eligible to participate in the severance and change in control plan for the Company’s senior executives in accordance with the provisions of such plan, as amended from time to time.
Restrictive Covenants. The compensation and benefits described above will be provided to you in consideration of your agreement to execute and comply with the Company’s standard non-competition and non-solicitation agreement for senior executives. By accepting this Letter, you acknowledge the receipt and sufficiency of such consideration.

If you accept the above-described terms and conditions of employment with the Company, please sign below and return this Letter to the Company.

Sincerely,

/s/ Anthony R. Goland

Anthony R. Goland
Chief Human Resources Officer
Aon Corporation

ACCEPTED AND AGREED:

_/s/__Michael J. O’Connor__

MICHAEL J. O’CONNOR


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:5/4/188-K,  CORRESP,  UPLOAD
For Period end:3/31/18
3/1/183,  4
3/29/13S-4
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/21  Aon plc                           10-K       12/31/20  138:19M                                    Workiva Inc Wde… FA01/FA
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Filing Submission 0001628280-18-005956   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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