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Chubb Ltd – ‘10-K’ for 12/31/14 – ‘EX-10.71’

On:  Friday, 2/27/15, at 3:45pm ET   ·   For:  12/31/14   ·   Accession #:  896159-15-6   ·   File #:  1-11778

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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

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

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 


‘EX-10.71’   —   Material Contract


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



 <!   C:   C: 
  ACE-12.31.2014-Ex 10.71  

Exhibit 10.71

For Awards for Swiss Executive Management

Incentive Stock Option Terms
under the
ACE Limited 2004 Long-Term Incentive Plan

The Participant has been granted an Option by ACE Limited (the "Company") under the ACE Limited 2004 Long-Term Incentive Plan (the "Plan"). The Option shall be subject to the following Incentive Stock Option Terms (sometimes referred to as the "Option Terms"):
1. Terms of Award. The following words and phrases used in these Option Terms shall have the meanings set forth in this paragraph 1:
(a)    The "Participant" is the individual recipient of the Incentive Stock Option Award on the specified Grant Date.
(b)    The "Grant Date" is [Insert Date].
(c)    The number of "Covered Shares" shall be that number of shares of Stock awarded to the Participant on the Grant Date as reflected in the corporate records and shown in the Record-Keeping System in the Participant’s individual account records.
(d)    The "Exercise Price" is $[Insert Price] per share.
Other words and phrases used in these Option Terms are defined pursuant to paragraph 8 or elsewhere in these Option Terms.
2. Incentive Stock Option. The Option is intended to constitute an "incentive stock option" as that term is used in Code section 422. To the extent that the aggregate fair market value (determined at the time of grant) of Shares with respect to which incentive stock options are exercisable for the first time by the Participant during any calendar year under all plans of the Company and its Subsidiaries exceeds $100,000, the options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as nonstatutory stock options. It should be understood that there is no assurance that the Option will, in fact, be treated as an incentive stock option.
3. Date of Exercise. Subject to the limitations of these Option Terms, each Installment of Covered Shares of the Option shall be exercisable on and after the Vesting Date for such Installment as described in the following schedule (but only if the Date of Termination has not occurred before the Vesting Date):
INSTALLMENT
VESTING DATE
APPLICABLE TO
INSTALLMENT
1/3 of Covered Shares
One-year anniversary of the Grant Date
1/3 of Covered Shares
Two-year anniversary of the Grant Date
1/3 of Covered Shares
Three-year anniversary of the Grant Date

Notwithstanding the foregoing provisions of this paragraph 3, the Option shall become fully vested and exercisable as follows, with the exception of paragraph (c) or (d):
(a)
The Option shall become fully exercisable upon the Date of Termination, if the Date of Termination occurs by reason of the Participant’s death or Long-Term Disability.
(b)
If the Participant’s Date of Termination is a Change in Control Date of Termination, then, for Installments, if any, as to which the Restricted Period has not ended prior to the Participant’s Date of Termination, the Restricted Period will end and such Installments will become exercisable 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 all unvested Installments held by the Participant




on the Date of Termination will become exercisable on the date of the Change in Control. If the originally scheduled expiration date for the Option occurs before the date of the Change in Control, then the Option will not become exercisable under this paragraph (b).
(c)
For Installments as to which the Restricted Period has not ended prior to the Date of Termination, if the Date of Termination occurs by reason of the Participant’s Retirement, vesting shall continue pursuant to the foregoing schedule following the Date of Termination. Following the Date of Termination the Restricted Period shall end in accordance with the above schedule.

(d)
For Installments as to which the Restricted Period has not ended prior to the Date of Termination, if the Date of Termination occurs by reason of the Participant’s Qualifying Termination, vesting shall continue pursuant to the vesting schedule in this paragraph 3 following the Date of Termination as though the Participant continued to be employed through the two-year anniversary of the Participant’s Date of Termination, subject to the Participant not engaging in any Competitive Activity during such two-year period and subject to the Participant signing and not revoking a general release and waiver of all claims against the Company and such release becomes effective no later than the sixty-day anniversary of the Date of Termination. If such release is not effective within such sixty-day period or in the event that the Participant engages in a Competitive Activity prior to the last day of the Restricted Period for any Installment, the Participant shall immediately forfeit any unvested Installments.

Except as specified in paragraphs (b), (c) and (d), the Option may be exercised on or after the Date of Termination only as to that portion of the Covered Shares for which it was exercisable (or became exercisable) immediately prior to the Date of Termination.
4. Expiration. The Option shall not be exercisable after the Company’s close of business on the last business day that occurs prior to the Expiration Date. The "Expiration Date" shall be the earliest to occur of:
(a)
the ten‑year anniversary of the Grant Date;
(b)
if the Participant's Date of Termination occurs by reason of death or Long-Term Disability, the one-year anniversary of such Date of Termination;
(c)
if the Participant's Date of Termination occurs by reason of Retirement, the ten-year anniversary of the Grant Date, or if earlier, the date of the Participant's death;
(d)
if the Participant’s Date of Termination occurs by reason of the Participant’s Qualifying Termination or the Participant’s Change in Control Date of Termination, the three-year anniversary of the Participant’s Date of Termination; or
(e)
if the Participant's Date of Termination occurs for any reason other than those listed in subparagraph (b), (c) or (d) of this paragraph 4, then subject to paragraph 3(b), the three-month anniversary of such Date of Termination.
Notwithstanding the foregoing provisions of this paragraph 4, if the Participant exercises the Option following the three-month anniversary of his or her Date of Termination, but prior to the Expiration Date of such Option, any such Option shall be treated as a nonstatutory stock option.
5. Method of Option Exercise. Subject to these Option Terms and the Plan, the Option may be exercised in whole or in part by filing a written notice (or by such other method as may be provided by the Committee, including but not limited to processes provided in electronic record-keeping systems utilized for management of the Plan) with the Secretary of the Company at its corporate headquarters prior to the Company’s close of business on the last business day that occurs prior to the Expiration Date. Such notice shall specify the number of shares of Stock which the Participant elects to purchase, and shall be accompanied by payment of the Exercise Price for such shares of Stock indicated by the Participant’s election. Payment shall be by cash or by check payable to the Company. Except as otherwise provided by the Committee before the Option is exercised: (i) all or a portion of the Exercise Price may be paid by the Participant by delivery of shares of Stock owned by the Participant and acceptable to the Committee having an aggregate Fair Market Value (valued as of the date of exercise) that is equal to the amount of cash that would otherwise be required; and (ii) the Participant may pay the Exercise Price by authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of




the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. The Option shall not be exercisable if and to the extent the Company determines that such exercise would violate applicable state or Federal securities laws or the rules and regulations of any securities exchange on which the Stock is traded. If the Company makes such a determination, it shall use all reasonable efforts to obtain compliance with such laws, rules and regulations. In making any determination hereunder, the Company may rely on the opinion of counsel for the Company.
6. Withholding. All deliveries and distributions under these Option Terms are subject to withholding of all applicable taxes. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied through the surrender of shares of Stock which the Participant already owns, or to which the Participant is otherwise entitled under the Plan; provided, however, that such shares may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income).
7. Transferability. Except as otherwise provided by the Committee, the Option is not transferable other than as designated by the Participant by will or by the laws of descent and distribution, and during the Participant’s life, may be exercised only by the Participant.
8. Definitions. For purposes of these Option Terms, words and phrases shall be defined as follows:
(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:
(i)    a conviction of the Participant with respect to a (x) felony or (y) a misdemeanor involving moral turpitude; or
(ii)    willful misconduct or gross negligence by the Participant resulting, in either case, in harm to the Company or any Subsidiary; or
(iii)    failure by the Participant to carry out the lawful and reasonable directions of the Board or the Participant’s immediate supervisor, as the case may be; or
(iv)    refusal to cooperate or non-cooperation by the Participant with any governmental regulatory         authority; or
(v)    fraud, embezzlement, theft or dishonesty by the Participant against the Company or any Subsidiary or a material violation by the Participant of a policy or procedure of the Company, resulting, in any case, in harm to the Company or any Subsidiary.
(b)
Change in Control. The term "Change in Control" shall be defined as set forth in the Plan.
(c)
Change in Control Date of Termination. The term “Change in Control Date of Termination” means the Participant’s Date of Termination 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 8(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 (c)(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)
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 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.
(f)
Director. The term "Director" means a member of the Board, who may or may not be an employee of the Company or a Subsidiary.
(g)
Forfeiture Payment. The term “Forfeiture Payment” means the amount of any gain on any Options exercised by the Participant during the Restrictive Covenant Period pursuant to this Agreement equal to the amount included in the Participant’s income for such exercise.
(h)
Good Reason. The term “Good Reason” shall mean - unless otherwise defined in an employment agreement between the Participant and the Company or Subsidiary - the occurrence of any of the following within the sixty-day period preceding a Date of Termination without the Participant’s prior written consent:
(i)    a material adverse diminution of the Participant’s titles, authority, duties or responsibilities, or the assignment to the Participant of titles, authority, duties or responsibilities that are materially inconsistent with his or her titles, authority, duties and/or responsibilities in a manner materially adverse to the Participant; or

(ii)    a reduction in the Participant’s base salary or annual bonus opportunity (other than any reduction applicable to all similarly situated Executives generally); or

(iii)    a failure of the Company to obtain the assumption in writing of its obligations under the Plan by any successor to all or substantially all of the assets of the Company within 45 days after a merger, consolidation, sale or similar transaction that qualifies as a Change in Control.

(i)
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 Related Company; or if the Participant does not participate in a long-term disability plan sponsored by the Company or a Related Company, 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.
(j)
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.     
(k)
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.     
(l)
Retirement. The term “Retirement” means an employee who’s Date of Termination occurs after satisfying all of the following: (i) the employee has provided at least ten years of service with the Company or a Related Company; (ii) the employee has attained at least age 62; (iii) the employee terminates employment in good standing with the Company or a Related Company; and (iv) the employee 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. However, with respect to exercising vested options pursuant to 4(c), above,




“Retirement” shall mean the occurrence of a Participant's Date of Termination with the consent of the Participant's employer after the Participant is eligible for early retirement or normal retirement under a retirement plan maintained by the Company or the Subsidiaries.
(m)
Plan Definitions. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in these Option Terms.
9. Heirs and Successors. The Option Terms shall be binding upon, and inure to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. If any rights exercisable by the Participant or benefits deliverable to the Participant under these Option Terms have not been exercised or delivered, respectively, at the time of the Participant’s death, such rights shall be exercisable by the Designated Beneficiary, and such benefits shall be delivered to the Designated Beneficiary, in accordance with the provisions of these Option Terms and the Plan. The "Designated Beneficiary" shall be the beneficiary or beneficiaries designated by the Participant in a writing filed with the Committee in such form and at such time as the Committee shall require. If a deceased Participant fails to designate a beneficiary, or if the Designated Beneficiary does not survive the Participant, any rights that would have been exercisable by the Participant and any benefits distributable to the Participant shall be exercised by or distributed to the legal representative of the estate of the Participant. If a deceased Participant designates a beneficiary and the Designated Beneficiary survives the Participant but dies before the Designated Beneficiary’s exercise of all rights under these Option Terms or before the complete distribution of benefits to the Designated Beneficiary under these Option Terms, then any rights that would have been exercisable by the Designated Beneficiary shall be exercised by the legal representative of the estate of the Designated Beneficiary, and any benefits distributable to the Designated Beneficiary shall be distributed to the legal representative of the estate of the Designated Beneficiary.
10. Administration. The authority to manage and control the operation and administration of these Option Terms shall be vested in the Committee, and the Committee shall have all powers with respect to these Option Terms as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons.
11. Plan and Corporate Records Govern. Notwithstanding anything in these Option Terms to the contrary, these Option Terms shall be subject to the terms of the Plan, a copy of which may be obtained by the Participant from the office of the Secretary of the Company; and these Option Terms are subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Notwithstanding anything in the Option Terms to the contrary, in the event of any discrepancies between the corporate records regarding this award and the Record-Keeping System, the corporate records shall control.
12. Not An Employment Contract. The Option will not confer on the Participant any right with respect to continuance of employment or other service with the Company or any Subsidiary, nor will it interfere in any way with any right the Company or any Subsidiary would otherwise have to terminate or modify the terms of such Participant’s employment or other service at any time.
13. Notices. Any written notices provided for in these Option Terms or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business days after mailing but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated by the Company’s records, or if to the Company, at the Company’s principal executive office.
14. Competitive Activity.
(a)
The Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict the Incentive Stock Option Award at any time if the Participant engages in any “Competitive Activity”.
(b)
Immediately prior to the exercise of the Participant’s Options, the Participant shall certify, to the extent required by the Committee, in a manner acceptable to the Committee, that the Participant is not engaging and has not engaged in any Competitive Activity. In the event a Participant has engaged in any Competitive Activity during the Restrictive Covenant Period, then the Participant shall be required to pay the Forfeiture Payment to the Company, in such manner and on such terms and conditions as may be required by the Committee, and the Company shall be entitled to set-off such amounts against any amount owed to the Participant by the Company




and/or Subsidiary. In the event a Participant has engaged in any Competitive Activity during the Restrictive Covenant Period, Participant shall immediately forfeit any unvested or unexercised Options.
15. Fractional Shares. In lieu of issuing a fraction of a share upon any exercise of the Option, resulting from an adjustment of the Option pursuant to paragraph 5.2(f) of the Plan or otherwise, the Company will be entitled to pay to the Participant an amount equal to the fair market value of such fractional share.
16. No Rights As Shareholder. The Participant shall not have any rights of a shareholder with respect to the shares subject to the Option, until a stock certificate has been duly issued following exercise of the Option as provided herein.
17. Amendment. The Option Terms may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement of the Participant and the Company without the consent of any other person.
IN WITNESS WHEREOF, the Company has caused these presents to be executed in its name and on its behalf, all as of the Grant Date.

ACE LIMITED


By:    ______________________________________    
Its:    ______________________________________    

I hereby agree to all the terms, restrictions and conditions set forth in the Agreement:

_____________________________________
Participant




4 Subsequent Filings that Reference this Filing

  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
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