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As Of Filer Filing For·On·As Docs:Size 2/27/15 Chubb Ltd 10-K 12/31/14 146:48M |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.95M
2: EX-10.68 Material Contract HTML 76K
3: EX-10.69 Material Contract HTML 106K
4: EX-10.70 Material Contract HTML 80K
5: EX-10.71 Material Contract HTML 79K
6: EX-10.72 Material Contract HTML 81K
8: EX-21.1 Subsidiaries List HTML 110K
9: EX-23.1 Consent of Experts or Counsel HTML 42K
7: EX-12.1 Statement re: Computation of Ratios HTML 54K
10: EX-31.1 Certification -- §302 - SOA'02 HTML 47K
11: EX-31.2 Certification -- §302 - SOA'02 HTML 47K
12: EX-32.1 Certification -- §906 - SOA'02 HTML 41K
13: EX-32.2 Certification -- §906 - SOA'02 HTML 41K
100: R1 Document and Entity Information HTML 72K
75: R2 Consolidated Balance Sheets HTML 188K
93: R3 Consolidated Balance Sheets (Parenthetical) HTML 68K
104: R4 Consolidated Statements Of Operations and HTML 170K
Comprehensive Income
133: R5 Consolidated Statements of Operations and HTML 50K
Comprehensive Income (Parenthetical)
79: R6 Consolidated Statements Of Shareholders' Equity HTML 141K
92: R7 Consolidated Statements Of Shareholders' Equity HTML 66K
(Parenthetical)
68: R8 Consolidated Statements Of Cash Flows HTML 211K
56: R9 Consolidated Statements Of Cash Flows HTML 44K
(Parenthetical)
135: R10 Summary of significant accounting policies HTML 135K
106: R11 Acquisitions HTML 55K
105: R12 Investments HTML 534K
113: R13 Fair value measurements HTML 613K
114: R14 Reinsurance HTML 183K
110: R15 Intangible Assets HTML 127K
115: R16 Unpaid losses and loss expenses HTML 213K
94: R17 Taxation HTML 141K
101: R18 Debt HTML 99K
108: R19 Commitments, contingencies, and guarantees HTML 199K
145: R20 Shareholders' equity HTML 108K
125: R21 Share-based compensation HTML 159K
85: R22 Pension plans HTML 64K
107: R23 Other (income) expense HTML 64K
89: R24 Segment information HTML 376K
45: R25 Earnings per share HTML 71K
127: R26 Related party transaction HTML 47K
140: R27 Statutory Financial Information HTML 66K
62: R28 Information provided in connection with HTML 754K
outstanding debt of subsidiaries
61: R29 Condensed Unaudited Quarterly Financial Data HTML 121K
66: R30 Schedule I HTML 86K
67: R31 Schedule II HTML 147K
69: R32 Schedule IV HTML 109K
31: R33 Schedule VI HTML 86K
123: R34 Summary of significant accounting policies HTML 192K
(Policies)
83: R35 Investments (Tables) HTML 527K
86: R36 Fair value measurements (Tables) HTML 582K
50: R37 Reinsurance (Tables) HTML 171K
144: R38 Intangible Assets (Tables) HTML 124K
20: R39 Unpaid losses and loss expenses (Tables) HTML 128K
72: R40 Taxation (Tables) HTML 130K
131: R41 Debt (Tables) HTML 91K
47: R42 Commitments, contingencies, and guarantees HTML 170K
(Tables)
60: R43 Shareholders' equity (Tables) HTML 84K
65: R44 Share-based compensation (Tables) HTML 146K
76: R45 Pension plans (Tables) HTML 59K
30: R46 Other (Income) Expense (Tables) HTML 62K
55: R47 Segment information (Tables) HTML 365K
23: R48 Earnings per share (Tables) HTML 69K
129: R49 Statutory Financial Information (Tables) HTML 61K
46: R50 Information provided in connection with HTML 754K
outstanding debt of subsidiaries (Tables)
124: R51 Condensed Unaudited Quarterly Financial Data HTML 120K
(Tables)
51: R52 Summary of significant accounting policies HTML 106K
(Narrative) (Detail)
73: R53 Acquisitions (Detail) HTML 103K
22: R54 Investments (Narrative) (Detail) HTML 95K
27: R55 Investments (Schedule Of Amortized Cost And Fair HTML 147K
Value Of Fixed Maturities And Related
Other-Than-Temporary Impairment Recognized In
Accumulated Other Comprehensive Income) (Detail)
64: R56 Investments (Schedule Of Fixed Maturities By HTML 141K
Contractual Maturity) (Detail)
37: R57 Investments (Schedule Of Cost And Fair Value Of HTML 52K
Equity Securities) (Detail)
136: R58 Investments (Schedule Of Default Assumptions By HTML 62K
Moody's Rating Categories) (Details)
81: R59 Investments (Net Realized Gains (Losses) And HTML 123K
Losses Included In Net Realized Gains (Losses) And
Other Comprehensive Income) (Detail)
111: R60 Investments (Roll-Forward Of Pre-Tax Credit Losses HTML 58K
Related To Fixed Maturities For Which Portion Of
Other-Than-Temporary Impairment Was Recognized In
Other Comprehensive Income) (Detail)
54: R61 Investments (Schedule Of Other Investments) HTML 82K
(Details)
58: R62 Investments (Schedule Of Investments In HTML 77K
Partially-Owned Insurance Companies) (Details)
121: R63 Investments (Aggregate Fair Value And Gross HTML 136K
Unrealized Loss By Length Of Time Security Has
Continuously Been In Unrealized Loss Position)
(Detail)
116: R64 Investments (Schedule Of Sources Of Net Investment HTML 64K
Income) (Details)
84: R65 Investments (Schedule Of Components Of Restricted HTML 55K
Assets) (Detail)
119: R66 Fair Value Measurements (Narrative) (Detail) HTML 80K
52: R67 Fair value measurements Fair Value Measurements HTML 85K
(Annuitization Experience for GMIB Policies)
(Details)
90: R68 Fair Value Measurements (Financial Instruments HTML 178K
Measured At Fair Value On Recurring Basis)
(Detail)
139: R69 Fair Value Measurements (Fair Value And Maximum HTML 97K
Future Funding Commitments Related To Investments)
(Detail)
26: R70 Fair Value Measurements (Schedule Of Significant HTML 270K
Unobservable Inputs Used In Level 3 Liability
Valuations) (Detail)
44: R71 Fair Value Measurements (Carrying Values And Fair HTML 175K
Values Of Financial Instruments Not Measured At
Fair Value) (Detail)
74: R72 Reinsurance (Consolidated Reinsurance) (Details) HTML 77K
35: R73 Reinsurance (Reinsurance Recoverable on Ceded HTML 50K
Reinsurance) (Details)
143: R74 Reinsurance (Reinsurance Recoverable by Category HTML 79K
and Listing of Largest Reinsurers) (Details)
48: R75 Reinsurance Reinsurance (Assumed Life Reinsurance HTML 86K
Programs Involving Minimum Benefit Guarantees
Under Annuity Contracts - Schedule Of Guaranteed
Minimum Benefits Income And Expense) (Detail)
39: R76 Reinsurance (Assumed Life Reinsurance Programs HTML 80K
Involving Minimum Benefit Guarantees Under Annuity
Contracts - Narrative) (Detail)
43: R77 Reinsurance Reinsurance (Net Amount at Risk and HTML 53K
100 Percent Mortality) (Details)
28: R78 intangible Assets (Narrative) (Details) HTML 56K
33: R79 Intangible Assets (Roll-forward of Goodwill, by HTML 133K
Business Segment) (Details)
102: R80 Intangible Assets (Value Of Business Acquired HTML 53K
(VOBA) Roll-forward) (Details)
41: R81 Intangible Assets (Estimated Amortization Expense HTML 76K
Over Next Five Years) (Details)
137: R82 Unpaid losses and loss expenses (Narrative) HTML 290K
(Details)
70: R83 Unpaid losses and loss expenses (Unpaid Losses and HTML 86K
Loss Expenses Rollforward) (Details)
109: R84 Unpaid losses and loss expenses (A&E Loss HTML 77K
Roll-forward) (Details)
118: R85 Unpaid losses and loss expenses (Brandywine HTML 52K
Incurred Loss Activity) (Details)
40: R86 Unpaid losses and loss expenses (Westchester HTML 52K
Incurred Loss Activity) (Details)
42: R87 Taxation (Narrative) (Details) HTML 83K
134: R88 Taxation (Provision For Income Taxes) (Details) HTML 54K
36: R89 Taxation (Reconciliation Of The Difference Between HTML 78K
The Provision for Income Taxes and the Expected
Tax Provision at Swiss Statutory Income Tax Rate)
(Details)
103: R90 Taxation (Components Of Net Deferred Tax Assets) HTML 104K
(Details)
97: R91 Taxation (Reconciliation of Unrecognized Tax HTML 51K
Benefits) (Details)
122: R92 Debt (Narrative) (Details) HTML 64K
96: R93 Debt (Schedule of Debt Outstanding) (Details) HTML 134K
80: R94 Commitments, contingencies, and guarantees HTML 102K
(Narrative) (Detail)
128: R95 Commitments, contingencies, and guarantees HTML 140K
(Balance Sheet Locations, Fair Values In Asset Or
(Liability) Position, And Notional Values/Payment
Provisions Of Derivative Instruments) (Detail)
77: R96 Commitments, contingencies, and guarantees (Net HTML 81K
Realized Gains (Losses) Of Derivative Instrument
Activity In Consolidated Statement Of Operations)
(Detail)
49: R97 Commitments, contingencies, and guarantees (Future HTML 62K
Minimum Lease Payments) (Details)
87: R98 Shareholders' equity (Detail) HTML 101K
82: R99 Shareholders' equity (Rollforward Of Changes In HTML 57K
Common Stock Shares Issued And Outstanding)
(Details)
63: R100 Share-based compensation (Narrative) (Detail) HTML 127K
146: R101 Share-based compensation (Pre-tax and After-tax HTML 63K
Share-based Compensation Expense) (Details)
120: R102 Share-based compensation (Weighted Average HTML 57K
Assumptions for Option Grants) (Details)
95: R103 Share-based compensation (Rollforward Of Company's HTML 96K
Stock Options) (Details)
29: R104 Share-based compensation (Rollforward Of Company's HTML 82K
Restricted Stock) (Details)
130: R105 Pension plans (Narrative) (Details) HTML 66K
138: R106 Pension plans (Schedule of Expected Future Benefit HTML 57K
Payments) (Details)
132: R107 Other (Income) Expense (Details) HTML 66K
91: R108 Segment Information (Operations By Segment) HTML 269K
(Detail)
38: R109 Segment Information (Net Premiums Earned For HTML 126K
Segment By Product) (Detail)
112: R110 Segment Information (Net Premiums Earned By HTML 76K
Geographic Region) (Details)
53: R111 Earnings Per Share (Detail) HTML 81K
21: R112 Related party transaction (Details) HTML 44K
78: R113 Statutory Financial Information (Details) HTML 64K
71: R114 Information provided in connection with HTML 214K
outstanding debt of subsidiaries (Condensed
Consolidating Balance Sheet) (Detail)
126: R115 Information provided in connection with HTML 209K
outstanding debt of subsidiaries (Condensed
Consolidating Statement Of Operations and
Comprehensive Income) (Detail)
57: R116 Information provided in connection with HTML 322K
outstanding debt of subsidiaries (Condensed
Consolidating Statement Of Cash Flows) (Detail)
142: R117 Condensed Unaudited Quarterly Financial Data HTML 99K
(Details)
34: R118 Schedule I (Details) HTML 112K
99: R119 Schedule II (BALANCE SHEETS - Parent Company Only) HTML 141K
(Details)
117: R120 Schedule II Schedule II (STATEMENTS OF OPERATIONS HTML 99K
- Parent Company Only) (Details)
24: R121 Schedule II (STATEMENTS OF CASH FLOWS - Parent HTML 130K
Company Only) (Details)
98: R122 Schedule IV (Supplemental Information Concerning HTML 104K
Reinsurance) (Details)
88: R123 Schedule VI (Supplementary Information Concerning HTML 78K
Property and Casualty Operations) (Details)
141: XML IDEA XML File -- Filing Summary XML 233K
25: EXCEL IDEA Workbook of Financial Reports XLSX 835K
59: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 8.39M
14: EX-101.INS XBRL Instance -- ace-20141231 XML 11.56M
16: EX-101.CAL XBRL Calculations -- ace-20141231_cal XML 500K
17: EX-101.DEF XBRL Definitions -- ace-20141231_def XML 1.47M
18: EX-101.LAB XBRL Labels -- ace-20141231_lab XML 3.88M
19: EX-101.PRE XBRL Presentations -- ace-20141231_pre XML 2.23M
15: EX-101.SCH XBRL Schema -- ace-20141231 XSD 480K
32: ZIP XBRL Zipped Folder -- 0000896159-15-000006-xbrl Zip 722K
| ACE-12.31.2014-Ex 10.69 |
(a) | The “Participant” is [Insert Name], who is the individual recipient of the Performance Based Restricted Stock Award on the specified Grant Date. |
(b) | The
“Grant Date” is [Insert Date]. |
(c) | The “Commencement Date” is [Insert Date]. |
(d) | The number of “Covered Performance Shares” is [Insert Number], which is 50% [75% for Chief Executive Officer] of that portion of the Participant’s annual
Long-Term Incentive Award which is granted in the form of restricted shares for the year in which the Grant Date occurs, as reflected in the corporate records and shown in the Record-Keeping System in the Participant’s individual account records. |
(e) | The number of Premium Performance Shares is [Insert number equal to the number of Covered Performance Shares]. |
(a) | The Restricted Period shall end with respect to a number of the Covered Performance Shares determined by multiplying one quarter (1/4) of the Covered Performance Shares (the “First Installment”) by the applicable Performance Percentage on the later of the applicable Certification Date (as defined below) or the one-year
anniversary of the Grant Date, if the Performance Goal has been fully or partially satisfied for the measurement period beginning on the Commencement Date and ending on the one-year anniversary of the Commencement Date (the “First Installment Primary Performance Measurement Period”). If the Performance Goal with respect to the First Installment Primary Performance Measurement Period has not been fully satisfied such that the applicable Performance Percentage did not equal 100% for the First Installment Primary Performance Measurement Period, then the Restricted Period for all or a portion of the First Installment shall end on the earliest of the two-year, three-year, or four-year anniversary of the Grant Date (or, if later than the anniversary of the Grant Date, on the applicable Certification Date) on which the Performance Goal has been fully or partially satisfied for the measurement period beginning on the Commencement Date and ending on the two-year, three-year,
or four-year anniversary of the Commencement Date, as applicable (each, a “First Installment Secondary Performance Measurement Period”) and the Performance Percentage as measured over any First Installment Secondary Performance Measurement Period is greater than it was over the First Installment Primary Performance Measurement Period or any previous First Installment Secondary Performance Measurement Period. For any First Installment Secondary Performance Measurement Period pursuant to which the conditions of the previous sentence have been met, the Restricted Period shall end with respect to a number of the Covered Performance Shares determined by multiplying the number of shares in the First Installment by the applicable Performance Percentage for such First Installment Secondary Performance Measurement Period minus the greatest applicable Performance Percentage taken into account in any previous Performance Measurement Period for the First Installment on the
later of the applicable Certification Date (as defined below) or the applicable anniversary of the Grant Date. |
(b) | The Restricted Period shall end with respect to a number of the Covered Performance Shares determined by multiplying one quarter (1/4) of the Covered Performance Shares (the “Second Installment”) by the applicable Performance Percentage on the later of the applicable Certification Date or the two-year anniversary of the Grant Date, if the Performance Goal has been fully or partially satisfied for the measurement period beginning
on the one-year anniversary of the Commencement Date and ending on the two-year anniversary of the Commencement Date (the “Second Installment Primary Performance Measurement Period”). If the Performance Goal with respect to the Second Installment Primary Performance Measurement Period has not been fully satisfied such that the applicable Performance Percentage did not equal 100% for the Second Installment Primary Performance Measurement Period, then the Restricted Period for all or a portion of the Second Installment shall end on the earlier of the three-year anniversary or the four-year anniversary of the Grant Date (or, if later than the anniversary of the Grant Date, on the applicable Certification Date) on which the Performance Goal has been fully or partially satisfied for the measurement period beginning on the one-year anniversary of the Commencement Date and ending on the three-year or four-year anniversary date of the Commencement Date, as applicable
(each, a “Second Installment Secondary Performance Measurement Period”) and the Performance Percentage as measured over any Second Installment Secondary Performance Measurement Period is greater than it was over the Second Installment Primary Performance Measurement Period or any previous Second Installment Secondary Performance Measurement Period. For any Second Installment Secondary Performance Measurement Period pursuant to which the conditions of the previous sentence have been met, the Restricted Period shall end with respect to a number of the Covered Performance Shares determined by multiplying the number of shares in the Second Installment by the applicable Performance Percentage for such Second Installment Secondary Performance Measurement Period minus the greatest applicable Performance Percentage taken into account in any previous Performance Measurement Period for the Second Installment on the later of the applicable Certification Date (as defined
below) or the applicable anniversary of the Grant Date. |
(c) | The Restricted Period shall end with respect to a number of the Covered Performance Shares determined by multiplying one quarter (1/4) of the Covered Performance Shares (the “Third Installment”) by the applicable Performance Percentage on the later of the applicable Certification Date or the three-year anniversary of the Grant Date, if the Performance Goal has been fully or partially satisfied for the measurement period beginning on the two-year anniversary of the Commencement Date and ending on the three-year anniversary of the Commencement Date (the “Third Installment Primary Performance Measurement Period”). If the Performance
Goal with respect to the Third Installment Primary Performance Measurement Period has not been fully satisfied such that the applicable Performance Percentage did not equal 100% for the Third Installment Primary Performance Measurement Period, then the Restricted Period for all or a portion of the Third Installment shall end on the four-year anniversary of the Grant Date (or, if later than the anniversary of the Grant Date, on the applicable Certification Date) if the Performance Goal has been fully or partially satisfied for the measurement period beginning on the two-year anniversary of the Commencement Date and ending on the four-year anniversary of the Commencement Date (the “Third Installment Secondary Performance Measurement Period”) and the Performance Percentage as measured over the Third Installment Secondary Performance Measurement Period is greater than it was over the Third Installment Primary Performance Measurement Period. If, for the Third Installment
Secondary Performance Measurement Period, the conditions of the previous sentence have been met, the Restricted Period shall end with respect to a number of the Covered Performance Shares determined by multiplying the number of shares in the Third Installment by the applicable Performance Percentage for such Third Installment Secondary Performance Measurement Period minus the applicable Performance Percentage taken into account for the Third Installment Primary Performance Measurement Period on the later of the applicable Certification Date (as defined below) or the applicable anniversary of the Grant Date. |
(d) | The Restricted Period shall end with respect to a number of the Covered Performance Shares
determined by multiplying one quarter (1/4) of the Covered Performance Shares (the “Fourth Installment”) by the applicable Performance Percentage on the later of the applicable Certification Date or the four-year anniversary of the Grant Date, if the Performance Goal has been fully or partially satisfied for the measurement period beginning on the three-year anniversary of the Commencement Date and ending on the four-year anniversary of the Commencement Date (which measurement period shall be both the “Fourth Installment Primary Performance Measurement Period” and the “Fourth Installment Secondary Performance Measurement Period”). |
(e) | If the Cumulative Performance of the
Company during the period beginning on the Commencement Date and ending on the four-year anniversary of the Commencement Date (the “Four-Year Performance Measurement Period”) is greater than the Cumulative Performance of 65% of the Peer Companies, the Restricted Period shall end for any Covered Performance Shares that have not previously vested in accordance with this paragraph 2 on the date the Committee certifies that the requisite Cumulative Performance has been achieved during the |
(a) | For Covered Performance Shares
as to which the Restricted Period has not ended prior to the Date of Termination, the Restricted Period for such Covered Performance Shares shall end upon the Participant’s Date of Termination, and the Installments shall vest upon the Date of Termination, if the Date of Termination occurs by reason of the Participant’s death. |
(b) | For Covered Performance Shares as to which the Restricted Period has not ended prior to the Date of Termination, the Restricted Period for such Covered Performance Shares shall end upon the Participant’s Date of Termination, and the Installments shall vest upon the Date of Termination, if the Date of Termination occurs by reason of the Participant’s Long-Term Disability. |
(c) | If
the Participant's Date of Termination is a Change in Control Date of Termination, then, for Covered Performance Shares, if any, as to which the Restricted Period has not ended prior to the Participant’s Date of Termination, the Restricted Period for such Covered Performance Shares will end on the Change in Control Date of Termination; provided that if the Participant's Change in Control Date of Termination occurs within the 180-day period immediately preceding the date of a Change in Control, then the Restricted Period for all unvested Covered Performance Shares held by the Participant on the Date of Termination will end, and those Covered Performance Shares will vest on the date of a Change in Control. |
(a) | Except as provided in paragraphs 3, 4 and 5 above, the Participant will be vested in any Covered Performance Shares if the Date of Termination has not occurred prior to the last day of the Restricted Period with respect to those shares and the requirements of paragraph 2 have been satisfied. Upon vesting at the end of such Restricted Period, those
shares will be delivered to the Participant free of all restrictions. |
(b) | Except as otherwise determined by the Committee and as provided in paragraphs 3, 4 and 5 above, the Participant shall forfeit any Covered Performance Shares as of the Date of Termination, if such Date of Termination occurs prior to vesting of those shares. Any Covered Performance Shares that have not vested as of the end of the |
(c) | Notwithstanding anything to the contrary in any agreement between the Participant and the Company or a Subsidiary, the Participant acknowledges and agrees that the Covered Performance Shares and Premium Performance Shares shall vest (and the Restricted Period shall end) only as provided by, and subject to the terms of, this Performance Based Restricted Stock Award. |
(a) | The Restricted Period shall end for the number of the Premium Performance Shares determined by multiplying the number of Covered Performance Shares that became vested pursuant to the terms of paragraph 2 by the Premium Award Performance Percentage (as determined below). |
(b) | The
Premium Award Performance Percentage will be determined in accordance with the following schedule: |
If the Cumulative Performance of ACE Limited during the Four-Year Performance Measurement Period: | The Premium Award Performance Percentage will be: |
Does not exceed the 65th percentile of the Cumulative Performance of the Peer Companies | 0% |
Exceeds
the 65th percentile, but does not exceed the 75th percentile, of the Cumulative Performance of the Peer Companies | 50%, as increased to the extent, if any, provided pursuant to the following provisions of this paragraph (b) |
Exceeds the 75th percentile of the Cumulative Performance of the Peer Companies | 100% |
If the Cumulative Performance of ACE Limited exceeds the 65th percentile but does not exceed the 75th percentile of the Cumulative Performance of the Peer Companies during the Four-Year Performance Measurement Period, then the Premium Award Performance
Percentage will be a percentage between 50% and 100%, based on an interpolation of the ACE Limited Cumulative Performance falling between the 65th percentile and 75th percentile of the Cumulative Performance of the Peer Companies during the Four-Year Performance Measurement Period. | |
(c) | Notwithstanding the foregoing provisions of this paragraph 7, the Participant shall vest in the number of Premium Performance Shares determined above on the later of the Cumulative Performance Certification Date or the four-year anniversary of the Grant Date, but only if the Committee certifies that the requisite Cumulative Performance has been achieved during the applicable Four-Year Performance Measurement
Period on the Cumulative Performance Certification Date. Upon vesting at the end of such Restricted Period, those shares will be delivered to the Participant free of all restrictions. Except as provided in paragraph 3 for a Date of Termination that occurs because of Retirement, the Participant shall not be entitled to vesting of any Premium Performance Shares if the Date of Termination occurs before the later of the Cumulative Performance Certification Date or the four-year anniversary of the Grant Date for any reason. |
(a) | Cause. The term “Cause” shall mean - unless otherwise defined in an employment agreement between the Participant and the Company or Subsidiary - the occurrence of any of the following: |
(b) | Change in Control. The term “Change in Control” shall be defined as set forth in the Plan. |
(c) | Change
in Control Date Termination. The term “Change in Control Date of Termination” means the Participant’s Date of Termination that occurs because the Company and/or any of the Related Companies terminates the Participant’s employment with the Company and/or the Related Companies without Cause (other than due to death, a Long-Term Disability or a Retirement) or because the Participant terminates his or her employment for Good Reason, provided that such termination in accordance with this paragraph 13(c) occurs during the period commencing on the 180th day immediately preceding a Change in Control date and ending on the two-year anniversary of such Change in Control date. |
(d) | Competitive
Activity. The term “Competitive Activity” means the Participant’s: (i) engagement in an activity - whether as an employee, consultant, principal, member, agent, officer, director, partner or shareholder (except as a less than 1% shareholder of a publicly traded company) - that is competitive with any business of the Company or any Subsidiary conducted by the Company or such Subsidiary during the Participant’s employment with the Company or the two-year period following the Date of Termination; (ii) solicitation of any client and/or customer of the Company or any affiliate with respect to an activity prohibited
by subparagraph (d)(i); (iii) solicitation or employment of any employee of the Company or any affiliate for the purpose of causing such employee to terminate his or her employment with the Company or such affiliate; or (iv) failure to keep confidential all Company trade secrets, proprietary and confidential information. |
(e) | Cumulative Performance. The term “Cumulative Performance” means, as to ACE Limited or the Peer Companies, the growth in tangible book value per common shares outstanding as reported
under GAAP for ACE Limited or the Peer Companies during the Four-Year Performance Measurement Period beginning on the Commencement Date and ending on the fourth anniversary of the Commencement Date. The determination of the Cumulative Performance and its parameters is subject to rules established by the Committee within 90 days of the beginning of the Four-Year Performance Measurement Period. The Committee, in its discretion, may adjust the reported tangible book value for ACE Limited or the Peer Companies for any Four-Year Performance Measurement Period; provided, however, that no such adjustment may result in an increase in the number of Covered Performance Shares or Premium Performance Shares which vest (as described in paragraph 7) over the number of shares that would have otherwise vested had the reported tangible book value for either ACE Limited or the Peer Companies not been adjusted. |
(f) | Date
of Termination. A Participant’s “Date of Termination” means, with respect to an employee, the date on which the Participant’s employment with the Company and the Subsidiaries terminates for any reason, and with respect to a Director, the date immediately following the last day on which the Participant serves as a Director; provided that a Date of Termination shall not be deemed to occur by reason of a Participant’s transfer of employment between the Company and a Subsidiary or between two Subsidiaries; further provided that a Date of Termination shall not be deemed to occur by reason of a Participant’s
cessation of service as a Director if immediately following such cessation of service the Participant becomes or continues to be employed by the Company or a Subsidiary, nor by reason of a Participant’s termination of employment with the Company or a Subsidiary if immediately following such termination of employment the Participant becomes or continues to be a Director; and further provided that a Participant’s employment shall not be considered terminated while the Participant is on a leave of absence from the Company or a Subsidiary approved by the Participant’s employer. |
(g) | Director. The
term “Director” means a member of the Board, who may or may not be an employee of the Company or a Subsidiary. |
(h) | Forfeiture Payment. The term “Forfeiture Payment” means the pre-tax proceeds from sales or other transfers, if any, of the number of shares of Stock that became vested during the Restrictive Covenant Period pursuant to this Agreement and that the Participant has sold or otherwise transferred prior to the date of repayment required pursuant to subparagraph 21(b). For purposes of this definition, pre-tax proceeds for any shares of Stock that were transferred by the Participant
in a transaction other than a sale on the New York Stock Exchange means the Fair Market Value of such shares on the New York Stock Exchange as of the date of such transaction. |
(i) | Forfeiture Shares. The term “Forfeiture Shares” means the number of shares of Stock that became vested during the Restrictive Covenant Period pursuant to this Agreement and that remain held by the Participant as of the date of repayment required pursuant to subparagraph 21(b). It is the Participant’s responsibility to ensure that the shares of Stock delivered as Forfeiture Shares are the shares of Stock delivered previously pursuant to this Agreement. In the absence of Company records or written
documentation from Participant’s broker demonstrating this fact, the Participant must deliver to the Company the Forfeiture Payment determined as of the date that such shares of Stock delivered pursuant to this Agreement are transferred from Participant’s stock account or otherwise become indistinguishable from other shares of Stock that the Participant may hold. |
(j) | Good Reason. The term “Good Reason” shall
mean - unless otherwise defined in an in-force employment agreement between the Participant and the Company or Subsidiary - the occurrence of any of the following within the 60-day period preceding a Date of Termination without the Participant’s prior written consent: |
(k) | Long-Term Disability. A
Participant shall be considered to have a “Long-Term Disability” if the Participant is determined to be eligible for long-term disability benefits under the long-term disability plan in which the Participant participates and which is sponsored by the Company or a Subsidiary; or if the Participant does not participate in a long-term disability plan sponsored by the Company or a Subsidiary, then the Participant shall be considered to have a “Long-Term Disability” if the Committee determines, under standards comparable to those of the Company’s long-term disability plan, that the Participant would be eligible for long-term disability benefits if he or she participated in such plan. |
(l) | Peer
Companies. The term “Peer Companies” means the companies which are in the ACE Financial Performance Peer Group as determined by the Committee within 90 days of the beginning of the applicable Performance Period and for which financial information is available for all year(s) in such Performance Measurement Period. |
(m) | Performance Goal. The term “Performance Goal” for any Primary Performance Measurement Period or Secondary Performance Measurement Period means the achievement by ACE Limited of growth in tangible book value per common shares outstanding as reported under GAAP during such Performance Measurement Period, as compared to the growth
in tangible book value per common shares outstanding as reported under GAAP during the same Performance Measurement Period by the Peer Companies. The determination of the Performance Goal and its parameters is subject to rules established by the Committee within 90 days of the beginning of the applicable Performance Measurement Period. The Committee, in its discretion, may adjust the reported tangible book value for ACE Limited or the Peer Companies for any Primary Performance Measurement Period or Secondary Performance Measurement Period; provided, however, that no such adjustment may result in an increase in the number of Covered Performance Shares which are earned and vested at the end of any such Performance Measurement Period over the number of Covered Performance Shares that would have been earned and vested had the reported tangible book value for either ACE Limited or the Peer Companies not been adjusted. |
(n) | Performance
Measurement Period. The term “Performance Measurement Period” shall mean the Primary Performance Measurement Period or the Secondary Performance Measurement Period, as applicable, with respect to an Installment of Covered Performance Shares; and shall mean the Four-Year Performance Measurement Period with respect to the Covered Performance Shares as described in paragraph 2(e) and Premium Performance Shares as described in paragraph 7. |
(o) | Performance Percentage. The term “Performance Percentage” shall mean the applicable Performance Percentage determined based on the achievement of the Performance Goal over a Performance Measurement Period
by ACE Limited as compared to the Peer Companies: |
If the Satisfaction of ACE Limited of the Performance Goal during the applicable Performance Measurement Period: | The Performance Percentage will be: |
Does not exceed the 25th percentile of the satisfaction of the Performance Goal of the Peer Companies | 0% |
Exceeds
the 25th percentile, but does not exceed the 50th percentile, of the satisfaction of the Performance Goal of the Peer Companies | 50% |
Exceeds the 50th percentile of the satisfaction of the Performance Goal of the Peer Companies | 100% |
(p) | Qualifying Termination. The term “Qualifying Termination” means the Participant’s Date of Termination that occurs because the
Company and/or any of the Related Companies terminates the Participant’s employment with the Company and/or the Related Companies without Cause. For the avoidance of doubt, the termination of the Participant’s employment due to death or Long-Term Disability, or a voluntary termination of the Participant’s employment by the Participant for any reason (including Good Reason or Retirement) shall not constitute a Qualifying Termination for the purposes of this Agreement. |
(q) | Restrictive Covenant Period. The term “Restrictive Covenant Period” means the twenty-four month period following
a Date of Termination due to a Qualifying Termination or a Retirement. |
(r) | Retirement. The term “Retirement” means the Participant’s Date of Termination that occurs on or after the Participant has both completed at least ten years of service with the Company or a Subsidiary and attained at least age 62; provided, however, that a Date of Termination will not be treated as a Retirement unless the Participant (i) has terminated employment in good standing with the Company or a Subsidiary, and (ii) executes
an agreement and release as required by the Company which will include, without limitation, a general release, and non-competition and non-solicitation provisions. A Participant shall be deemed to have executed a release as described in clause (ii) above only if such release is returned by such time as is established by the Company; provided that to the extent benefits provided pursuant to the Plan would be considered to be provided under a nonqualified deferred compensation plan as that term is defined in Treas. Reg. §1.409A-1, such benefits shall be paid to the Participant only if the release is returned in time to permit the distribution of the benefits to satisfy the requirements of Section 409A of the Internal Revenue Code with respect to the time of payment. |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Chubb Ltd. 10-K 12/31/23 196:51M 2/24/23 Chubb Ltd. 10-K 12/31/22 168:49M 2/24/22 Chubb Ltd. 10-K 12/31/21 162:46M 2/25/21 Chubb Ltd. 10-K 12/31/20 166:50M |