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Chubb Ltd – ‘10-Q’ for 9/30/13 – ‘EX-10.3’

On: Wednesday, 10/30/13, at 5:25pm ET · For: 9/30/13 · Accession #: 896159-13-16 · File #: 1-11778

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

10/30/13  Chubb Ltd                         10-Q        9/30/13   81:33M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.88M 
 2: EX-10.1     Material Contract                                   HTML     30K 
 3: EX-10.2     Material Contract                                   HTML     51K 
 4: EX-10.3     Material Contract                                   HTML     50K 
 5: EX-10.4     Material Contract                                   HTML     50K 
 6: EX-10.5     Material Contract                                   HTML    112K 
 7: EX-10.6     Material Contract                                   HTML     94K 
 8: EX-10.7     Material Contract                                   HTML    113K 
 9: EX-10.8     Material Contract                                   HTML     36K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     26K 
80: R1          Document and Entity Information                     HTML     47K 
58: R2          Consolidated Balance Sheets                         HTML    162K 
54: R3          Consolidated Balance Sheets (Parenthetical)         HTML     54K 
24: R4          Consolidated Statements Of Operations and           HTML    132K 
                Comprehensive Income                                             
56: R5          Consolidated Statements Of Operations and           HTML     31K 
                Comprehensive Income Consolidated Statements of                  
                Operations and Comprehensive Income                              
                (Parenthetical)                                                  
41: R6          Consolidated Statements Of Shareholders' Equity     HTML     78K 
72: R7          Consolidated Statements Of Shareholders' Equity     HTML     39K 
                (Parenthetical)                                                  
42: R8          Consolidated Statements Of Cash Flows               HTML    157K 
44: R9          Consolidated Statements of Cash Flows               HTML     28K 
                (Parentheticals)                                                 
25: R10         General                                             HTML     34K 
43: R11         Acquisitions                                        HTML     34K 
71: R12         Investments                                         HTML    431K 
67: R13         Fair value measurements                             HTML    644K 
55: R14         Assumed life reinsurance programs involving         HTML    100K 
                minimum benefit guarantees under annuity contracts               
77: R15         Debt                                                HTML     32K 
70: R16         Commitments, contingencies, and guarantees          HTML    163K 
20: R17         Shareholders' equity                                HTML     45K 
28: R18         Share-based compensation                            HTML     34K 
76: R19         Segment information                                 HTML    457K 
79: R20         Earnings per share                                  HTML     68K 
81: R21         Information provided in connection with             HTML    975K 
                outstanding debt of subsidiaries                                 
78: R22         General (Policies)                                  HTML     30K 
61: R23         Investments (Tables)                                HTML    417K 
26: R24         Fair value measurements (Tables)                    HTML    607K 
40: R25         Assumed life reinsurance programs involving         HTML     64K 
                minimum benefit guarantees under annuity contracts               
                (Tables)                                                         
33: R26         Commitments, contingencies, and guarantees          HTML    137K 
                (Tables)                                                         
32: R27         Segment information (Tables)                        HTML    450K 
46: R28         Earnings per share (Tables)                         HTML     66K 
60: R29         Information provided in connection with             HTML    974K 
                outstanding debt of subsidiaries (Tables)                        
68: R30         Acquisitions (Detail)                               HTML     38K 
38: R31         Investments (Narrative) (Detail)                    HTML     54K 
47: R32         Investments (Schedule Of Amortized Cost And Fair    HTML     76K 
                Value Of Fixed Maturities And Related                            
                Other-Than-Temporary Impairment Recognized In                    
                Accumulated Other Comprehensive Income) (Detail)                 
75: R33         Investments (Schedule Of Fixed Maturities By        HTML    109K 
                Contractual Maturity) (Detail)                                   
35: R34         Investments (Schedule Of Cost And Fair Value Of     HTML     37K 
                Equity Securities) (Detail)                                      
65: R35         Investments (Net Realized Gains (Losses) And        HTML     67K 
                Losses Included In Net Realized Gains (Losses) And               
                Other Comprehensive Income) (Detail)                             
66: R36         Investments (Roll-Forward Of Pre-Tax Credit Losses  HTML     41K 
                Related To Fixed Maturities For Which Portion Of                 
                Other-Than-Temporary Impairment Was Recognized In                
                Other Comprehensive Income) (Detail)                             
48: R37         Investments (Aggregate Fair Value And Gross         HTML     66K 
                Unrealized Loss By Length Of Time Security Has                   
                Continuously Been In Unrealized Loss Position)                   
                (Detail)                                                         
31: R38         Investments (Schedule Of Components Of Restricted   HTML     39K 
                Assets) (Detail)                                                 
64: R39         Fair Value Measurements (Narrative) (Detail)        HTML     65K 
36: R40         Fair Value Measurements (Financial Instruments      HTML     92K 
                Measured At Fair Value On Recurring Basis)                       
                (Detail)                                                         
45: R41         Fair Value Measurements (Fair Value And Maximum     HTML     62K 
                Future Funding Commitments Related To Investments)               
                (Detail)                                                         
69: R42         Fair Value Measurements (Schedule Of Significant    HTML     62K 
                Unobservable Inputs Used In Level 3 Liability                    
                Valuations) (Detail)                                             
39: R43         Fair Value Measurements (Financial Instruments      HTML    156K 
                Measured At Fair Value Using Significant                         
                Unobservable Inputs) (Detail)                                    
62: R44         Fair Value Measurements (Carrying Values And Fair   HTML     68K 
                Values Of Financial Instruments Not Measured At                  
                Fair Value) (Detail)                                             
53: R45         Assumed Life Reinsurance Programs Involving         HTML     45K 
                Minimum Benefit Guarantees Under Annuity Contracts               
                (Schedule Of Guaranteed Minimum Benefits Income                  
                And Expense) (Detail)                                            
34: R46         Assumed Life Reinsurance Programs Involving         HTML     60K 
                Minimum Benefit Guarantees Under Annuity Contracts               
                (Narrative) (Detail)                                             
74: R47         Debt (Details)                                      HTML     36K 
29: R48         Commitments, Contingencies, And Guarantees          HTML     42K 
                (Balance Sheet Locations, Fair Values In Asset Or                
                (Liability) Position, And Notional Values/Payment                
                Provisions Of Derivative Instruments) (Detail)                   
37: R49         Commitments, Contingencies, And Guarantees (Net     HTML     73K 
                Realized Gains (Losses) Of Derivative Instrument                 
                Activity In Consolidated Statement Of Operations)                
                (Detail)                                                         
52: R50         Commitments, Contingencies, And Guarantees          HTML     49K 
                (Narrative) (Detail)                                             
59: R51         Shareholders' Equity (Detail)                       HTML     51K 
73: R52         Share-Based Compensation (Detail)                   HTML     57K 
21: R53         Segment Information (Operations By Segment)         HTML    110K 
                (Detail)                                                         
63: R54         Segment Information (Net Premiums Earned For        HTML     47K 
                Segment By Product) (Detail)                                     
49: R55         Earnings Per Share (Detail)                         HTML     53K 
27: R56         Information Provided In Connection With             HTML    215K 
                Outstanding Debt Of Subsidiaries (Condensed                      
                Consolidating Balance Sheet) (Detail)                            
30: R57         Information Provided In Connection With             HTML    120K 
                Outstanding Debt Of Subsidiaries (Condensed                      
                Consolidating Statement Of Operations) (Detail)                  
57: R58         Information Provided In Connection With             HTML    143K 
                Outstanding Debt Of Subsidiaries (Condensed                      
                Consolidating Statement Of Cash Flows) (Detail)                  
51: XML         IDEA XML File -- Filing Summary                      XML    115K 
23: EXCEL       IDEA Workbook of Financial Reports                  XLSX    565K 
50: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   6.45M 
14: EX-101.INS  XBRL Instance -- ace-20130930                        XML   9.01M 
16: EX-101.CAL  XBRL Calculations -- ace-20130930_cal                XML    355K 
17: EX-101.DEF  XBRL Definitions -- ace-20130930_def                 XML    757K 
18: EX-101.LAB  XBRL Labels -- ace-20130930_lab                      XML   1.93M 
19: EX-101.PRE  XBRL Presentations -- ace-20130930_pre               XML   1.11M 
15: EX-101.SCH  XBRL Schema -- ace-20130930                          XSD    252K 
22: ZIP         XBRL Zipped Folder -- 0000896159-13-000016-xbrl      Zip    451K

‘EX-10.3’ — Material Contract

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

<! C: C:

ACE-9.30.2013 Ex-10.3

Exhibit 10.3

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):


(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)	The Option shall become fully exercisable upon a Change in Control that occurs on or before the Date of Termination.


(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.

Except as specified in (c), 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 date on which the Expiration Date would occur if the Participant's Date of Termination occurred on the ten-year anniversary of the Grant Date, or if earlier, the date of the Participant's death; or


(d)	if the Participant's Date of Termination occurs for any reason other than those listed in subparagraph (b) or (c) of this paragraph 4, the three-month anniversary of such Date of Termination.

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)	Change in Control. The term "Change in Control" shall be defined as set forth in the Plan.

(b)

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.

(c) Director. The term "Director" means a member of the Board, who may or may not be an employee of the Company or a Subsidiary.

(d) 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.

(e) 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; and (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.

(f) 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. 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.

15. 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.

16. 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: ______________________________________

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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