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-10.3 — Material Contract
| EX-10.3 | 1st Page of 8 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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ALEXANDER & ALEXANDER B.V.
1993 OPTIONPLAN
Section 1 Purpose
--------------------
The purpose of this 1993 Optionplan is to promote the success of
Alexander & Alexander Services Inc. (the "Company"), the parent
of Alexander & Alexander B.V., by providing incentives for
certain key employees which will link their personal interest to
both the long term financial success of the Company and of
Alexander & Alexander B.V. and to the growth of stockholder
value.
In this respect, as far as possible within the requirements of
the Netherlands Wage Tax Act and consistently with the rules of
the Company's 1988 Long Term Incentive Compensation Plan, this
1993 Optionplan of Alexander & Alexander B.V., a 100% subsidiary
of the Company, will provide incentives to select key employees
of Alexander & Alexander B.V.
Section 2 Definitions
------------------------
2.1 Definitions
-----------
In the 1993 Optionplan the following words and expressions
bear the following meanings, namely:
"Associated company": Has the same meaning as is formulated
---------------------
in Article 15, paragraph 3 of the Implementation Regulation
"the Board": The Board of Directors of the Company
------------
"the Committee": A committee appointed from time to time by
----------------
the Board to administer the 1993 Optionplan
"the Company": Alexander & Alexander Services Inc.
--------------
"Date of the grant": The date on which the Committee ap-
---------------------
proves the grant of an Option under the 1993 Optionplan
"Employee": Key employee of the Company or of any Subsid-
-----------
iary
"the Group": The Company and its Subsidiaries from time to
------------
time
"Implementation Regulation": The Netherlands Implementation
----------------------------
Regulation Wage Tax (in Dutch: "de Uitvoeringsregeling
loonbelasting 1990")
"1993 Optionplan": The Optionplan set out herein as amended
------------------
from time to time
2
"Option": A right of an Employee in his employment relation
---------
with a Subsidiary, to subscribe for Shares granted in accor-
dance with the rules of the 1993 Optionplan
"Option letter": A letter to an Optionee from the Company
----------------
evidencing the specific terms and conditions of an Option
"Optionee": An Employee who has been granted an Option and,
-----------
where the context so admits, the personal representative of
the Optionee
"Option period": The period during which an Option may be
----------------
exercised as fixed by the Committee, which shall begin on
the Date of the grant of the Option and end no later than
five years after the Date of the grant of that Option
"Option price": The price at which each Share subject to an
---------------
Option may be acquired on the exercise of that Option, being
the fair market value of that Share on the Date of the grant
"the Plan": The 1988 Long Term Incentive Compensation Plan
-----------
of Alexander & Alexander Services Inc.
"Share": A share of the Company's Common Stock of $1.00 par
--------
value (or of such other nominal amount in which the Common
Stock of the Company may hereafter be constituted) fully
paid
"Subsisting Option": An Option which has not been exercised
--------------------
and which has not lapsed
"Subsidiary": A company incorporated in the Netherlands for
-------------
which company the Company is considered to be an Associated
company
"Wage Tax Act": The Netherlands Wage Tax Act 1964 (in
----------------
Dutch: "de Wet op de loonbelasting 1964")
2.2 Subject to the definitions contained in Section 2.1 above,
unless the context otherwise requires, words and phrases
defined in the Wage Tax Act shall have the same meaning in
the 1993 Optionplan.
2.3 Unless the context otherwise requires, any reference herein
to any enactment shall be construed as a reference to that
enactment as from time to time amended or re-enacted.
2.4 Headings are included for ease of reference only and shall
not affect the construction of the 1993 Optionplan.
3
2.5 The rules of the 1993 Optionplan are to be construed within
the requirements of the Wage Tax Act and, so far as possi-
ble, consistently with the rules of the Plan.
4
Section 3 Eligibility
------------------------
Employees of a Subsidiary or any Associated company who are
expected to contribute substantially to the growth and
profitability of the Company and its Subsidiaries and are eligi-
ble under the Plan are also eligible to receive Options under the
1993 Optionplan.
Section 4 Grant of Options/Date of the Grant
-----------------------------------------------
4.1 The Committee may from time to time, prior to the expiration
or termination of the 1993 Optionplan and for such number of
shares as the Committee in its discretion may determine, but
subject to the limitations contained in section 5 of this
1993 Optionplan, grant Options to an Employee.
4.2 An Option is granted pursuant to an application by an
Employee. The date of the grant is the date that this
application is approved by the Committee, and will be
evidenced in an Option letter, all in accordance with the
rules as set out in this 1993 Optionplan.
Section 5 Shares subject to the 1993 Optionplan/Limits
---------------------------------------------------------
5.1 The Shares required to satisfy Options shall be authorized
and unissued shares. Any Shares not purchased under an
Option may be used for future grants of Options under the
1993 Optionplan.
5.2 The aggregate number of Shares issued or capable of being
issued under the 1993 Optionplan shall not exceed 5,000,000.
Section 6 Terms and conditions of an Option
----------------------------------------------
All Options granted under the 1993 Optionplan shall be subject to
the following terms and conditions:
6.1 Option price
------------
The Option price per Share with respect to each grant of Options
shall be the fair market value (as hereafter defined) of a Share
on the Date of the grant. For purposes of the 1993 Optionplan,
the fair market value of a Share shall be the closing price of
the Company's common stock as reported in the New York Stock
Exchange Composite Transaction Report on the Date of the grant,
or in the event that there was no report for such day, the fair
market value shall be the closing price on the first preceding
day for which there is a closing price.
6.2 The Option Period
-----------------
The Option period shall be fixed by the Committee. The period
shall not exceed five years, commencing on the Date of the grant
5
of the Option. No other provisions of this 1993 Optionplan shall
have the effect of extending the Option period.
6.3 Exercisability
--------------
Except as stated in Section 7 hereof, an Option may be exercised
as to the whole or any part at any time prior to the end of the
Option period.
6.4 Nontransferability
------------------
An Option may not be transferred other than by will or the laws
of descent and distribution, and during the lifetime of the
Optionee, may be exercised only by the Optionee.
6.5 Other terms and conditions
--------------------------
Each Option shall be subject to such additional terms and con-
ditions, not inconsistent with the provisions of the 1993 Op-
tionplan, as the Committee shall from time to time deem advis-
able.
Section 7 Lapse of an Option
-------------------------------
7.1 The right of an Optionee to exercise any Option held by him
shall lapse forthwith upon his ceasing to be an Employee for
whatever reason, except in those circumstances described in
subparagraphs 7.2, 7.3 or 7.4.
7.2 If an Optionee ceases to be an Employee by reason of:
a. retirement at or after attaining a pensionable age; or
b. retirement before that age with the consent in writing
of the Company or the Subsidiary by which the Optionee
is employed,
the Optionee may exercise the Option within 1 year of such
cessation of employment but no later than the end of the
Option period.
7.3 If an Optionee ceases to be an Employee by reason of injury
or disability, he may exercise his Option within 1 year from
the date of such a cessation of employment but no later than
the end of the Option period.
7.4 If an Optionee dies, his Option may be exercised by his
personal representatives within one year from the date of
his death but no later than the end of the Option period.
7.5 If an Optionee is adjudicated bankrupt, all his Subsisting
Options shall lapse forthwith.
7.6 Each and every Subsisting Option and each and every part
thereof which has not been exercised within the Option
period shall lapse.
6
Section 8 Takeovers and Liquidations
---------------------------------------
In the event that the Board shall approve a plan in which a
company ("the acquiring company") shall, if that plan is execut-
ed, acquire at least 51% of the Shares of the Company, the Board
may in its sole discretion provide for the Company to give notice
to all holders of Subsisting Options setting forth such approval
and stating that all Subsisting Options will, to the extent not
exercised, expire on the effective date of consummation of the
transaction so approved (which shall not be less than 15 days
after the giving of such notice). On the effective date of
consummation of the transaction so approved by the Board, unless
the Subsisting Options have expired or lapsed sooner in accor-
dance with the other provisions of this 1993 Optionplan, all
Subsisting Options will lapse. Notice by the Company shall be
given in the manner prescribed in Section 13 hereof.
Section 9 Manner of Exercise of Options
------------------------------------------
9.1 An Option shall be exercised by notice in writing from the
Optionee to the Company specifying the number of Shares in
respect of which the Optionee wishes to exercise the Option
and accompanied by payment in full of the Option price for
the Shares subscribed.
9.2 Within 30 days after the receipt by the Company of the
notice exercising the Option and the remittance for the
Option price, the Company shall allot and issue to the
Optionee the Shares in respect of which the Option has been
exercised and deliver to him a definitive Share certificate.
9.3 Shares allotted to an Optionee upon the exercise of an
Option will be registered with the U.S. Securities & Ex-
change Commission and authorized for listing on the New York
Stock Exchange. The Shares so issued to an Optionee will
rank pari passu in all respects with the then existing
issued Shares of the Company and shall entitle the holder to
receive only such dividends as may be declared on such
Shares after the date on which the Shares have been issued.
Section 10 Issue or reorganization
-------------------------------------
If there is any change in the Shares as a result of a reor-
ganization, re-capitalization, stock split, stock dividend,
combination of Shares, merger, consolidation, rights offering or
any other change in the corporate structure or Shares, the
Committee may make such adjustments, if any, proportionate to
such change, in the number and kind of Shares authorized by the
1993 Optionplan and in the number and kind of Shares subject to
Subsisting Options as it shall deem appropriate to preserve the
relative value of Options to be granted, or may make such
7
adjustments and changes in the price of Shares to preserve the
relative value of Subsisting Options, all within the provisions
of the Plan and the 1993 Optionplan.
Section 11 Administration
----------------------------
This 1993 Optionplan shall be administrated by the Committee.
The Committee shall have full power to construe and interpret the
1993 Optionplan and to establish and amend rules and regulations
for its administration. All actions taken and decisions made by
the Committee pursuant to the provisions of this 1993 Optionplan
shall be binding and conclusive on all Employees eligible to
participate in the 1993 Optionplan, on all Optionees and on the
legal representatives and beneficiaries of each.
Section 12 Compensation on Dismissal
---------------------------------------
It shall be a condition of participation in the 1993 Optionplan
that if an Optionee ceases to be an Employee by reason of his
dismissal for whatever reason in circumstances which could give
rise to a claim for wrongful or unfair dismissal, he shall not
become entitled to any damages or compensation or any additional
damages or compensation in respect of any alteration or loss of
his rights or expectations under the 1993 Optionplan caused
thereby.
Section 13 Notices
---------------------
All notices under this 1993 Optionplan shall be in writing and,
if to the Company, shall be delivered to the Secretary of the
Company or sent by first-class post to the Secretary at the
registered office of the Company, and if to an Employee or
Optionee, shall be delivered personally or sent by first-class
post to the Employee or Optionee at the address which he shall
notify to the Company as his last known address. If a notice is
sent by post, service thereof shall be deemed to be effected by
properly addressing, prepaying and posting an envelope containing
the same to such address and shall be deemed to have been deliv-
ered forty-eight hours after such posting.
Section 14 Tax amendment or termination of this Plan
-------------------------------------------------------
The Committee in its discretion may terminate this 1993 Option-
plan at any time with respect to any Shares for which Options
have not theretofore been granted. The Committee shall have the
right to alter or amend this 1993 Optionplan or any part thereof
from time to time; provided, however, that no change in any
Subsisting Options may be made which would impair the rights of
the Optionees thereof without the consent of such Optionees; and
provided further, that the Committee may not without the approval
of the Board and, if necessary for the 1993 Optionplan to contin-
ue to meet the requirements of article 13 Wage Tax Act (or any
8
successor thereto) or if otherwise required by law, by the vote
of the holders of a majority of all outstanding Shares of the
Company entitled to vote thereon, make any alteration or amend-
ment which would increase the maximum number of Shares issuable
in the aggregate, change the class of Employees eligible to
receive Options, extend the term of this 1993 Optionplan or of
Options granted hereunder or otherwise materially increase the
benefits to Optionees under the 1993 Optionplan, or which would
result in the material increase in the cost of the 1993
Optionplan to the Company.
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