Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Alexander & Alexander 22 136K
2: EX-3.3 Articles of Incorporation/Organization or By-Laws 14 27K
3: EX-3.4 Articles of Incorporation/Organization or By-Laws 35 86K
5: EX-10.20 Material Contract 5 18K
6: EX-10.23 Material Contract 7 33K
7: EX-10.24 Material Contract 11 50K
8: EX-10.25 Material Contract 292 562K
9: EX-10.26 Material Contract 303 841K
4: EX-10.3 Material Contract 8 27K
10: EX-13.0 Annual or Quarterly Report to Security Holders 50 241K
11: EX-21 Subsidiaries of the Registrant 8 46K
12: EX-23.0 Consent of Experts or Counsel 1 8K
EX-10.20 — Material Contract
| EX-10.20 | 1st Page of 5 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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November 18, 1993
Mr. Ronald W. Forrest
Alexander & Alexander Inc.
1211 Avenue of the Americas
New York, New York 10036
Dear Ron:
This letter sets forth the terms of your retirement from A&A and
the consequent termination of your employment agreement with A.R.
Stenhouse Reed Shaw & Partners Limited:
- Your retirement will be effective as of the
close of business on January 1, 1994. (Given
the date of your retirement, you are likely
to be included in the Proxy Statement for
A&A's 1994 Annual Meeting of Stockholders.)
- You will receive a full pension from the
Alexander & Alexander U.K. Pension Scheme.
The amount of such pension shall be
calculated as follows:
37 x P
----
60
where P equals the average of your 1991, 1992
and 1993 actual and notional U.K. salaries.
You may elect to commute part of this pension
for a lump sum payment which, together with
the value of your own contributions, should
not exceed the Inland Revenue maximum.
- All restrictions on the 7,500 shares of
Restricted Stock awarded to you on January
30, 1990 lapse upon your retirement and
certificates for those shares will be
released to you.
-2-
- As of December 31, 1993, you will be vested
in stock options covering 42,440 shares of
A&A stock, which options will remain
exercisable for 3 additional years (or their
expiration date, if earlier).
- The Company will continue to provide you with
Health Care coverage through your 55th
birthday.
- You may purchase your Company cars at their
residual value as at 1st January 1994; if any
such car is leased, you may assume the lease.
- You will resign from all offices and
directorships you hold in any A&A company or
other business entity; a resignation letter
is attached hereto for your approval and
signature.
- As stated in your letter to me dated October
28, 1993, you will honor your outstanding
agreements with A&A concerning the
solicitation of its clients and employees and
the protection of its confidential
information. A separate letter on this
subject is attached hereto and incorporated
herein.
You agree to accept the pension and other arrangements referred
to above in full and final settlement of any costs, claims,
expenses or rights of action of any kind whatsoever and howsoever
arising (whether under common law, statute, the law of England or
of Scotland, the laws of the United States or of any state
thereof or the laws of any other state or country in the world)
which you have or may have against Alexander & Alexander Inc.,
Alexander & Alexander Services Inc., Alexander Stenhouse &
Partners Limited or any other company in the group of companies
of which any such company is a member ("Group Company") or any of
its or their officers or employees and whether arising out of
your Minute of Agreement dated 22nd October 1979 with A.R.
Stenhouse Reed Shaw & Partners Limited (now known as Alexander
Stenhouse & Partners Limited), the terms of your employment or
secondment with Alexander & Alexander Inc. or any employment or
secondment with any other office of Alexander & Alexander
Services Inc. or any other Group Company or the termination of
any such contract, secondment or employment or your resignation
from any offices within any Group Company or otherwise.
As you know, certain conditions of your early retirement, in
particular, the calculation of your pension benefit, require the
approval of A&A's Compensation & Benefits Committee. The
Committee's approval was given on November 18, 1993.
-3-
To indicate that the above terms correctly state our mutual
understanding, please sign this letter in the space provided
below.
Very truly yours,
db
Att.
Agreed:
----------------------------------------------------------
Ronald W. Forrest
Alexander & Alexander Inc.
1211 Avenue of the Americas
New York, New York 10036
Telephone: 212 840-8500
Direct Dial 212 444-4505
Fax 212 444-4699
Ronald W. Forrest
Chairman and Chief Executive
Officer
PRIVATE AND CONFIDENTIAL
------------------------
October 28, 1993
Mr. Michael K. White
President and Chief Operating Officer
Alexander & Alexander Services Inc.
1211 Avenue of the Americas
New York, New York 10036
Dear Mike:
Thank you for your letter of October 21, 1993, and as I indicated
in our meeting on Tuesday, October 26, I elect to accept early
retirement on the terms you indicated. As we discussed, the
most appropriate date would appear to be 1st January 1994, and
I am checking that there are no adverse tax ramifications which
might affect that timing.
I reconfirmed that in consideration of the early retirement
terms that I would be prepared to honor the "noncompete"
agreement currently in force, although as I expect, at some
point, to resume work in the industry, I am unwilling to
accept any additional constraints on my activities.
You also raised the question of my signing a release from
my employment contract. Again, I am quite prepared to do so
when the pension provisions are fully confirmed and in place.
I think it appropriate to take legal advice when the "release"
is submitted to me and presume that A&A will meet the costs
involved.
Kind regards,
RWF:CW
Alexander & Alexander Services Inc.
1211 Avenue of the Americas
New York, New York 10036
Telephone: 212 840-8500
Mr. Michael K. White
President and Chief Operating Officer
November 18, 1993
Mr. Ronald W. Forrest
Alexander & Alexander Inc.
1211 Avenue of the Americas
New York, New York 10036
Dear Ron:
Thank you for your commitment, stated in your letter to me of
October 28, 1993, to comply with your pre-existing post
termination restrictive covenants. Those are as follows:
- An agreement between you and Alexander &
Alexander Services Inc. dated July 31, 1989
covering confidentiality of information and
solicitation of clients and employees and
having a term of 2 years from the termination
of your employment; and
- Clause Seventh and Eighth of an agreement
between you and A.R. Stenhouse Reed Shaw &
Partners Limited (now Alexander Stenhouse &
Partners Ltd.) dated 22nd October 1979
covering confidentiality of information and
solicitation of clients and having a term of
3 years from the termination of your
employment.
Copies of both documents are attached hereto for your reference.
Very truly yours,
db
Att.
Dates Referenced Herein and Documents Incorporated by Reference
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