Aon plc – ‘10-Q’ for 6/30/00 – EX-10

On:  Friday, 8/11/00, at 2:44pm ET   ·   For:  6/30/00   ·   Accession #:  948572-0-44   ·   File #:  1-07933

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Aon Corporation                                       22    100K 
 2: EX-10       Aon Stock Award Plan                                   5     24K 
 3: EX-12       Computation of Ratios of Earnings - Exhibit 12         2     16K 
 4: EX-15       Unaudited Interim Financial Information                1      7K 
 5: EX-27       FDS 5                                                  2±     8K 

EX-10   —   Aon Stock Award Plan

EX-10
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                   Exhibit 10(a)

Aon STOCK AWARD PLAN
(AS AMENDED AND RESTATED THROUGH FEBRUARY, 2000)

1.  PURPOSE                                                                     

      Aon Corporation and its subsidiaries (the "Corporation"),  has adopted the
Aon Stock  Award Plan (as  amended  and  restated  through  February  2000) (the
"Plan").  The  purpose  of the  Plan is to  foster  and  promote  the  long-term
financial success of the Corporation and materially  increase  stockholder value
by: (a)  strengthening the Corporation's  capability to develop,  maintain,  and
direct an outstanding  management team; (b) motivating  superior  performance by
means of long-term performance related incentives; (c) encouraging and providing
for  obtaining an ownership  interest in the  Corporation;  (d)  attracting  and
retaining  outstanding  executive  talent by  providing  incentive  compensation
opportunities   competitive  with  other  major  companies;   and  (e)  enabling
executives to participate  in the long-term growth and financial  success of the
Company.                                                                        

2.  ADMINISTRATION                                                              

      The Plan  shall  be  administered  by the  Organization  and  Compensation
Committee  (the  "Committee")  of Aon  Corporation's  Board  of  Directors  (the
"Board").  Subject to the  limitations of the plan, the Committee shall have the
sole and complete authority to: (a) select from the regular, full-time employees
of the Corporation, those who shall participate in the Plan ("Participant"); (b)
make  awards in such forms and  amounts as it shall  determine;  (c) impose such
limitations,  restrictions  and  conditions  upon such  awards as it shall  deem
appropriate;  (d) interpret the Plan and adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan; (e) correct any
defect or omission or reconcile any  inconsistency  in this Plan or in any award
granted  hereunder;  and (f) make all  other  determinations  and take all other
actions deemed necessary or advisable for the  implementation and administration
of the Plan.  The  Committee's  determinations  on matters  within its authority
shall be conclusive and binding upon the Corporation and all other persons.     

3.  TYPES OF AWARDS                                                             

      Awards of the common stock,  $1.00 par value per share of the  Corporation
(the  "Common  Stock")  under this Plan may be in the form of any one or more of
the following:  (a) incentive stock options (as defined by Internal Revenue Code
Section 422 and referred to herein as "ISO's");  (b) regular  stock options (not
intended  to be  accorded  favored  tax  treatment,  and  referred  to herein as
"RSO's"); and (c) stock awards granted pursuant to Section 7.                   

4.  SHARES SUBJECT TO THE PLAN                                                  

      Since the adoption of the Plan in 1987,  after giving effect to subsequent
additions  approved by shareholders  and stock splits,  the aggregate  number of
shares of Common  Stock which may be issued  pursuant  to awards  under the Plan
shall be 19,350,000, subject to adjustment pursuant to Section 10 hereof.       

5.  STOCK OPTION TERMS AND CONDITIONS                                           

      The  Committee may make option grants of Common Stock in the form of ISO's
and/or RSO's (collectively referred to as "Option Grant").                      

      The purchase  price per share of Common  Stock  subject to an Option Grant
shall not be less than 100% of the fair market  value of the Common Stock on the
date such Option  Grant is made.  "Fair  Market  Value" as used in the Plan with
regard to a date  means the  arithmetic  mean of the high and low  prices of the
Common Stock as quoted on the New York Stock Exchange,  as published in The Wall
Street  Journal,  or, if The Wall Street  Journal is no longer  published,  such
other periodical as is chosen by the Committee.                                 

EX-10
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
      An Option  Grant  shall vest after a  Participant's  period of  continuous
employment by the  Corporation  from the date of the Option Grant ("Grant Date")
in accordance with the schedule set forth below:                                

Participant's Full Years of Continuous                    
   Employment From Grant Date       Percent Vested
   --------------------------       --------------

         2                         33%
         3                         34%
         4                         33%

      A Participant,  following the vesting of any portion of an Option Grant as
set forth above, may elect to exercise an option by giving written notice to the
Corporation on such form as the Committee may prescribe.  Payment for all shares
to be purchased  pursuant to an exercise of an option shall be made in a form or
manner authorized by the Committee,  including,  but not limited to, cash or, if
the Committee so permits,  (a) by delivery of  certification of ownership to the
Corporation of the number of shares of Common Stock which have been owned by the
holder  for at least  six (6)  months  prior to the date of  exercise  having an
aggregate  Fair Market Value of not less than the product of the purchase  price
of the option  multiplied  by the number of shares  the  Participant  intends to
purchase  upon  exercise  of the  option  on the date of  delivery;  or (b) in a
cashless exercise through a broker. Delivery of such certificates is conditioned
on the  Participant's  prior  compliance with this Section and with the terms of
Section 9. Upon receipt of such stock  certificate,  the  Participant is free to
hold or subject to Section 15 dispose of it at will.  The  Participant  does not
have the right to vote any shares of Common Stock  subject to an Option Grant or
receive dividends on such shares prior to the time that the option to which they
are subject is exercised. The Committee at its discretion may alter the terms of
the vesting of Option Grants; provided however, no Option Grant may be exercised
after the tenth  (10th)  anniversary  of the date of the  making of such  Option
Grant.                                                                          

      Notwithstanding any provision  contained in the Plan to the contrary,  the
maximum  number of shares for which Option Grants may be made under this Plan to
any one  Participant in any one calendar year is 675,000 shares of Common Stock,
subject to adjustment pursuant to Section 10 hereof.                            

6.  LIMITATION ON ISO'S                                                         

      Notwithstanding  anything  in the  Plan  to the  contrary,  to the  extent
required  from  time to time by the  Internal  Revenue  Code and  promulgation's
thereunder ("Code"),  the following additional  provisions shall apply to Option
Grants which are intended to qualify as ISO's:                                  

      (a)   The aggregate  Fair Market Value  (determined  as of the Grant Date)
            of the  shares of  Common  Stock  with  respect  to which  ISO's are
            exercisable  for  the  first  time  by any  Participant  during  any
            calendar  year  (under  all  plans  of the  Corporation)  shall  not
            exceed  $100,000  or  such  other  amount  as  may  subsequently  be
            specified  by the  Code;  provided  that,  to the  extent  that such
            limitation  is exceeded,  any excess  options (as  determined  under
the Code) shall be deemed to be RSO's.                  

      (b)   Any  ISO's  authorized  under  the Plan  shall  contain  such  other
            provisions as the Committee shall deem  advisable,  but shall in all
            events be  consistent  with and  contain or be deemed to contain all
           provisions required in order to qualify the Option Grants as ISO's.

      (c)   All ISO's must be granted  within ten years from the effective  date
of this Plan.                                           

EX-10
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
7.  STOCK AWARD TERMS AND CONDITIONS                                            

      The Committee may in its discretion  make grants of Common Stock,  subject
to this Section 7 (herein referred to as "Stock Awards"). The Stock Awards shall
vest after a  Participant's  period of continuous  employment by the Corporation
from the date of the Stock  Award  (the  "Award  Date") in  accordance  with the
schedule set forth below:                                                       

Participant's Full Years of Continuous                  
       Employment From Award Date           Percent Vested
       --------------------------           --------------

             3                              20
             4                              10
             5                              10
             6                              10
             7                              10
             8                              10
             9                              10
             10                             20

      Within 30 days of the vesting of any portion of a Stock Award by virtue of
the  Participant's  completing  the full years of  continuous  employment as set
forth  above,  the  Corporation   shall  deliver  to  the  Participant  a  stock
certificate covering the requisite number of shares of Common Stock. Delivery of
such certificates is conditioned on the Participant's  prior compliance with the
terms of Section 9. Upon receipt of such stock  certificate,  the Participant is
free to hold or, subject to Section 15,  dispose of it at will. The  Participant
does not have the right to vote any shares of Common  Stock  subject to an Award
or receive  dividends  on such  shares  prior to the time they are  vested.  The
Committee in its  discretion may alter the terms of the vesting of Stock Awards.
The  Committee  shall have the  discretion  to discharge all or a portion of its
obligation  under this paragraph by paying to the Participant an amount of money
equal to the fair market value of all or a portion of the undelivered  shares of
Common  Stock  on the date the  Stock  Award  becomes  vested,  less  applicable
withholding taxes.                                                              

8.  EMPLOYMENT TERMINATION                                                      

      If a  Participant's  employment  terminates for any reason,  other than by
death or  disability,  all  unvested  Option  Grants  and Stock  Awards  will be
forfeited.  If  a  Participant's  employment  terminates  because  of  death  or
disability, all unvested Option Grants and Stock Awards will continue to vest in
accordance with Sections 5 and 7, respectively.  The Committee,  however,  shall
have the discretion to accelerate the vesting of any unvested Option Grant or to
deliver  shares of Common  Stock  representing  all or a portion of any unvested
Stock  Award,  with  respect to  specific  terminating  Participants  if,  after
reviewing all of the facts and circumstances of such termination,  the Committee
determines that such delivery is appropriate and equitable.                     

      Any  participant  who  terminates  employment,  other  than  by  death  or
disability,  will be permitted to exercise any vested Option Grants, pursuant to
Section  5, for a period  of 30 days  immediately  following  the  Participant's
termination  of  employment,  after  which  any  vested  Option  Grants  will be
forfeited.                                                                      

9.  WITHHOLDING TAXES                                                           

      A  Participant  shall  have the duty to pay to the  Corporation  an amount
equal to the taxes  required  by any  government  to be  withheld  or  otherwise
deducted  and  paid  by the  Corporation  as a  result  of the  exercise  by the
Participant of any Option Grant or the delivery to the Participant of any shares
subject to an Option Grant and/or Stock Award. Shares of Common Stock subject to
an  exercised  Option  Grant  and/or  Stock Award shall not be  delivered to the
Participant until such time as such payment has been made.                      

      The Committee  may, in its  discretion and subject to such rules as it may
adopt,  permit or, in the  absence of the  receipt of payment  therefore  within
prescribed time periods,  require the Participant to pay all or a portion of the
withholding taxes (federal, state and local) by electing to have the Corporation
withhold  shares of Common Stock  otherwise  issuable having a Fair Market Value
equal to all or any  portion  of the  withholding  tax to be  satisfied  in this
manner.                                                                         

      However,  in no event will the amount of shares of Common  Stock  withheld
exceed  the  amount  necessary  to  satisfy  the  required   minimum   statutory
withholding.                                                                    

EX-10
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
10.  ADJUSTMENT IN EVENT OF CHANGES IN CAPITALIZATION                           

      In  the  event  of  a  recapitalization,   stock  split,  stock  dividend,
combination  or  exchange of shares,  merger,  consolidation,  rights  offering,
separation,  reorganization or liquidation, or any other change in the corporate
structure or shares of the  Corporation,  the Committee may make such  equitable
adjustments,  to prevent  dilution  or  enlargement  of  rights,  as it may deem
appropriate,  including  but not  limited  to (a) the  maximum  number of shares
available to be issued  pursuant to Section 4; (b) the maximum  number of shares
of Common Stock which may be granted in a single year pursuant to Section 5; (c)
the number of shares of Common Stock subject to outstanding Option Grants and/or
Stock Awards and (d) the exercise price of outstanding Option Grants.           

11.  NO RIGHT TO CONTINUED EMPLOYMENT                                           

      Nothing in the Plan shall confer on a Participant any right to continue in
the employ of the  Corporation or in any way affect the  Corporation's  right to
terminate the Participant's  employment at any time without prior notice and for
any or no reason.                                                               

12.  IMPACT ON OTHER BENEFITS                                                   

      The  value of any  shares  of  Common  Stock  delivered  (or money in-lieu
thereof) under this Plan shall not be includable as compensation or earnings for
purposes of any other benefit plan offered by the Corporation.                  

13.  BENEFICIARY                                                                

      Any  shares  deliverable  after a  Participants  death  (or  money in-lieu
thereof)  shall be  delivered  (or paid) to the  beneficiary  as  designated  in
writing by the  Participant.  If no beneficiary  is so designated,  delivery (or
payment) will be made to the  Participant's  estate.  The Participant may change
the  designated  beneficiary  of this Plan by filing with the Committee  written
notices of such change.                                                         

14.  TERMINATION OR AMENDMENT OF THE PLAN                                       

      The Board shall have the right to amend or terminate the Plan at any time.
An  outstanding  Option  Grant or Stock  Award,  however,  may not in any way be
adversely  affected or limited by any Plan  amendment  or  termination  approved
after  the  Grant  Date or the  Award  Date,  as the  case may be,  without  the
Participant's  written consent (or, if the  Participant is not then living,  the
affected beneficiary);  provided, that adjustments pursuant to Section 10 herein
shall not be subject to the foregoing limitations of this Section 14.           

15.  REGULATORY COMPLIANCE AND LISTING                                          

      The  delivery  of any  shares  of  Common  Stock  under  this  Plan may be
postponed by the  Corporation  for such period as may be required to comply with
any  applicable  requirements  under the Federal or State  securities  laws, any
applicable listing or other requirements of any national securities exchange and
requirements  under any other law or  regulation  applicable  to the delivery of
such shares, and the Corporation shall not be obligated to deliver any shares of
Common Stock under this Plan if such  delivery  shall  constitute a violation of
any provision of any law or of any regulation of any  governmental  authority or
any national securities exchange.  In addition,  the shares of Common Stock when
delivered may be subject to  conditions,  including  transfer  restrictions,  if
required to comply with applicable securities law.                              

16.  MISCELLANEOUS                                                              

      The shares of Common  Stock to be  delivered  under the Plan may be either
authorized but unissued shares or shares which have been or may be reacquired by
the Corporation, as determined from time to time by the Committee.              

      To  the  extent  any  shares  of  Common  Stock  are  not  delivered  to a
Participant or beneficiary because the Option Grant or Stock Award was forfeited
or canceled,  or the shares of Common Stock are not delivered because the Option
Grant or Stock  Award is settled in cash or used to satisfy the  applicable  tax
withholding  obligation,  such shares shall not be deemed to have been delivered
for  purposes  of  determining  the  maximum  number of  shares of Common  Stock
available for delivery under the Plan.                                          

      If the  exercise  price of an Option Grant under this Plan is satisfied by
tendering  shares of Common Stock to the  Corporation (by either actual delivery
or by  attestation),  only the  number of shares of Common  Stock  issued net of
shares of Common  Stock  tendered  shall be deemed  delivered  for  purposes  of
determining  the maximum number of shares of Common Stock available for delivery
under the Plan.                                                                 

EX-10
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
17.  TRANSFERABILITY                                                            

      No Option  Grant  and/or  Stock  Award and no right  under any such Option
Grant and/or Stock Award shall be transferable  by a Participant  otherwise than
by will or by the laws of descent and distribution;  provided,  however, that if
so determined by the Committee,  a Participant may, in the manner established by
the Committee;                                                                  

      (a)   designate a beneficiary or  beneficiaries  to exercise the rights of
            the Participant and receive any property  distributable with respect
            to any  Option  Grants  and/or  Stock  Awards  upon the death of the
Participant, or;                                        

      (b)   transfer an Option  Grant  and/or  Stock Award to any member of such
            Participant's  "immediate  family"  (as such term is defined in Rule
            16a-1(e) promulgated by the Securities and Exchange Commission under
            the  Securities  Exchange Act of 1934, as amended,  or any successor
            rule  or  regulation)  or to a trust  or  family  partnership  whose
           beneficiaries are members of such Participant's "immediate family."

Each  Option  Grant and Stock  Award or right  under any Option  Grant and Stock
Award  shall  be  exercisable  during  the  Participant's  lifetime  only by the
Participant, or by a member of such Participant's immediate family or a trust or
family  partnership for members of such immediate  family pursuant to a transfer
as described above, or if permissible under applicable law, by the Participant's
guardian or legal  representative.  No Option  Grant and/or Stock Award or right
under any such  Option  Grant  and/or  Stock  Award may be  pledged,  alienated,
attached or otherwise encumbered, any purported pledge,  alienation,  attachment
or encumbrance thereof shall be void and unenforceable against the Corporation. 

18.  DEFERRAL OF AWARDS                                                         

      The Committee  may, in its  discretion and subject to such rules as it may
adopt,  permit a Participant  to defer all or a portion of such shares of Common
Stock otherwise deliverable pursuant to the Plan.                               

19.  EFFECTIVE DATE OF THE PLAN                                                 

      The Plan as amended and restated shall become  effective as of the date of
approval of this Plan by the Board and the stockholders of the Company.         

4 Subsequent Filings that Reference this Filing

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

 2/16/24  Aon plc                           10-K       12/31/23  141:142M                                   Workiva Inc Wde… FA01/FA
 2/17/23  Aon plc                           10-K       12/31/22  135:18M                                    Workiva Inc Wde… FA01/FA
 2/18/22  Aon plc                           10-K       12/31/21  141:20M                                    Workiva Inc Wde… FA01/FA
 2/19/21  Aon plc                           10-K       12/31/20  138:19M                                    Workiva Inc Wde… FA01/FA