Exhibit 10.29
CHANGE IN CONTROL
AGREEMENT
This Change in Control
Agreement (this “Agreement”), dated as of
October 1, 2008, is made by and between The Chubb Corporation
(the “Company”) and Richard G. Spiro (the
“Executive”).
WHEREAS, the Board of
Directors of the Company (the “Board of Directors”) has
determined that it is in the best interests of the Company and its
shareholders to employ the Executive as the Company’s
Executive Vice President and Chief Financial
Officer; and
WHEREAS, the Executive
desires to enter into this Agreement to address the termination of
the Executive following a Change in Control (as defined below) of
the Company;
NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein
and for other good and valuable consideration, the receipt of which
is mutually acknowledged, the Company and the Executive
(individually a “Party” and together the
“Parties”) agree as follows:
1. Change in
Control . For purposes of this Agreement, a “Change
in Control” means a Change in Control as defined under The
Chubb Corporation Long-Term Stock Incentive Plan (2004), as
amended, or any successor plan as in effect immediately prior to
such event.
2. Conditions
to Severance Benefits . The benefits provided for in
Section 5 shall be payable or accrue to the Executive if
(a) a Change in Control has occurred and (b) the
Executive’s employment with the Company has terminated within
two years after the Change in Control, other than termination by
reason of (i) the Executive’s death, (ii) the
Executive’s retirement at normal retirement age
(“Retirement”) under the Company’s pension plan
as in effect immediately prior to the Change in Control,
(iii) the Executive’s voluntary termination other than
for Good Reason, (iv) the Executive’s termination for
Disability (as defined in this Section 2) or (v) the
Executive’s discharge for cause.
Termination by the
Executive of the Executive’s employment for “Good
Reason” shall mean termination by the Executive of the
Executive’s employment, subsequent to a Change in Control,
because of:
(A) The assignment
to the Executive, without the Executive’s express written
consent, of any duties inconsistent with the Executive’s
positions, duties, responsibilities, authority and status with the
Company and its principal subsidiaries immediately prior to such
Change in Control, or a change in the Executive’s reporting
responsibilities, titles or offices as in effect immediately prior
to the Change in Control, or any removal of the Executive from or
any failure to re-elect the Executive to any of such positions,
except in connection with the termination of the Executive’s
employment for Cause, Disability, Retirement, as a result of the
Executive’s death or by the Executive other than for Good
Reason;
(B) A reduction by
the Company in the Executive’s base salary as in effect at
the time of such Change in Control;
(C) A failure by
the Company to continue (or to replace with equivalent plans) the
incentive plans in which the Executive participated for the year
immediately preceding such Change in Control which are in effect at
the time of such Change in Control (the “Bonus Plans”)
or a failure by the Company to continue the Executive as a
participant in such Bonus Plans (or equivalent plans) on a basis
which would entitle the Executive to receive under such Bonus Plans
(or equivalent plans) amounts at least equal to the average amounts
the Executive received pursuant to such Bonus Plans for the three
years preceding such Change in Control;
(D) The
Company’s requiring the Executive to maintain the
Executive’s principal office or conduct the Executive’s
principal activities anywhere other than at the Company’s
principal executive offices in the New York Metropolitan area,
including Somerset County, New Jersey;
(E) The failure by
the Company to continue in effect (or to replace with equivalent
plans) the Company’s retirement plans, life insurance plan,
health and accident plan, financial services plan, hospital-medical
plan, dental plan, or disability plan in which the Executive is
participating or eligible to participate at the time of such Change
in Control, or the taking of any action by the Company which would
adversely affect the Executive’s participation in or
materially reduce the Executive’s benefits under any such
plans (or equivalent plans) or deprive the Executive of any
material fringe benefit enjoyed or to be enjoyed by the Executive
at the time of such Change in Control;
(F) The failure by
the Company to obtain the assumption of the agreement to perform
this Agreement by any successor as contemplated in
Section 7;
(G) Any purported
termination of the Executive’s employment which is not
effected pursuant to a Notice of Termination (as defined in
Section 7) satisfying the applicable requirements with
respect to such Notice;
(H) A determination
made by the Executive in good faith, whether before or after the
date the Executive is eligible for early retirement under the
Company’s pension plan, that as a result of such Change in
Control the Executive is not able to discharge the
Executive’s duties effectively; or
(I) Any termination
of this Agreement pursuant to Section 6 prior to the
expiration of two years from the occurrence of the Change in
Control.
Termination of the
Executive’s employment for “Cause” shall mean
termination because of (A) the willful and continued failure
by the Executive substantially to perform the Executive’s
duties with the Company and its principal subsidiaries (other than
any such failure resulting from the Executive’s incapacity
due to physical or mental illness), after a demand for substantial
performance is delivered to the Executive by the Chief Executive
Officer of the Company, which specifically identifies the manner in
which such executive believes that the Executive has not
substantially performed the Executive’s duties, or
(B) the willful engaging by the Executive in misconduct which
is materially injurious to the Company, monetarily or otherwise.
For purposes of this paragraph, no act, or failure to act, on the
Executive’s part shall be considered “willful”
unless done, or omitted to be done, by the Executive not in good
faith and without reasonable belief that the Executive’s
action or omission was in or not opposed to the best interests of
the Company. Notwithstanding the foregoing, the Executive shall not
be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Executive a copy of a Notice of
Termination from the Chief Executive Officer of the Company after
reasonable notic
