Exhibit 10.23
Conformed Copy
November 15, 2000
ACE LIMITED
EMPLOYEE STOCK PURCHASE
PLAN
(as amended through the
First Amendment thereof,
effective July 1, 2000)
TABLE OF CONTENTS
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SECTION 1
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1
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GENERAL
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1
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1.1. Purpose
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1
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1.2. Operation and Administration
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1
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SECTION 2
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1
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METHOD OF PURCHASE
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1
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2.1. Eligibility
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1
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2.2. Participation Election
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1
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2.3. Purchase of Stock
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2
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2.4. Termination of Participation
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2
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SECTION 3
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2
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OPERATION AND ADMINISTRATION
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2
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3.1. Effective Date
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2
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3.2. Shares Subject to Plan
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2
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3.3. Adjustments to Shares
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3
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3.4. Limit on Distribution
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3
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3.5. Withholding
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3
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3.6. Transferability
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3
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3.7. Limitation of Implied Rights
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4
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3.8. Evidence
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4
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3.9. Action by Employers
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4
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3.10. Gender and Number
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4
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SECTION 4
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4
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COMMITTEE
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4
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4.1. Administration
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4
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4.2. Selection of Committee
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4
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4.3. Powers of Committee
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4
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4.4. Delegation by Committee
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5
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4.5. Information to be Furnished to
Committee
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5
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4.6. Liability and Indemnification of
Committee
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5
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SECTION 5
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5
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AMENDMENT AND TERMINATION
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5
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SECTION 6
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5
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DEFINED TERMS
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5
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Board
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5
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Code
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5
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Compensation
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5
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Dollars
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5
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Effective Date
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6
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Employer
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6
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Fair Market Value
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6
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Participant
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6
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Related Companies
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6
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ACE LIMITED
EMPLOYEE STOCK PURCHASE
PLAN
SECTION 1
GENERAL
1.1. Purpose . The ACE
Limited Employee Stock Purchase Plan (the “Plan”) has
been established by ACE Limited (the “Company”) to
provide eligible employees of the Company and the Related Companies
with an opportunity to acquire a proprietary interest in the
Company through the purchase of common stock of the Company
(“Stock”). The Plan is intended to qualify as an
employee stock purchase plan under section 423 of the Code, and the
provisions of the Plan are to be construed in a manner consistent
with the requirements of that section.
1.2. Operation and
Administration . The operation and administration of the Plan
shall be subject to the provisions of Section 3. Capitalized
terms in the Plan shall be defined as set forth in Section 6
or elsewhere in the Plan.
SECTION 2
METHOD OF PURCHASE
2.1. Eligibility . Plan
participation shall be available to (and shall be limited to) all
persons who are employees of the Employers, except that the
following persons shall not be eligible to participate in the
Plan:
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(a)
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An employee who
has been employed less than 500 hours and less than six
months.
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(b)
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An employee
whose customary employment is 20 hours or less per week.
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(c)
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An employee
whose customary employment is for not more than five months in any
calendar year.
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(d)
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An employee who
owns, or who would own upon the exercise of any rights extended
under the Plan and the exercise of any other option held by the
employee (whether qualified or non-qualified), shares possessing 5%
or more of the total combined voting power or value of all classes
of stock of the Company or of any parent or subsidiary
corporation.
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Notwithstanding the foregoing provisions of this
subsection 2.1, an individual may participate in the Plan for any
Subscription Period only if he is employed by an Employer on the
first day of that period.
2.2. Participation Election .
The Committee shall establish “Subscription Periods” of
not longer than one year for the accumulation of funds necessary
for payment of the Purchase Price (as defined in subsection 2.3) of
Stock under the Plan. For any Subscription Period, an eligible
employee shall become a Plan ‘Participant’ by filing,
with the Committee, a written payroll deduction authorization with
respect to Compensation otherwise payable to the Participant during
the period. Such payroll deductions shall be any full percentage of
the Compensation of the Participant, or any specified whole dollar
amount, up to but not more than 10% of his Compensation in either
case. After the beginning of the Subscription Period, and except as
otherwise provided in subsection 2.4, a Participant may not alter
the rate of his payroll deductions for that period. Subject to the
limitations of subsection 2.3, each eligible employee who has
elected to become a Participant for a Subscription Period in
accordance with the foregoing provisions of this subsection 2.2
shall be granted on the first day of such Subscription Period an
option to purchase (at the applicable Purchase Price) on the
Exercise Date (as defined in subsection 2.3) for such Subscription
Period up to a number of whole shares of Stock determined by
dividing such Participant’s accumulated payroll deductions as
of such Exercise Date by the applicable Purchase Price. Exercise of
the option shall occur as provided in subsection 2.3, unless the
Participant has terminated participation in the Plan prior to the
Exercise Date as
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provided in subsection 2.4 or the Participant
elects not to exercise the option as provided in subsection 2.3(b).
The option shall expire on the last day of the Subscription
Period.
2.3. Purchase of Stock . On
the last day of each Subscription Period (the “Exercise
Date”), a Participant shall become eligible to exercise his
option to purchase the number of whole shares of Stock as his
accumulated payroll deductions for the Subscription Period will
purchase, subject to the following:
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(a)
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The
“Purchase Price” per share shall be equal to 85% of the
lesser of (i) the fair market of Stock on the first day of the
Subscription Period; or (ii) the fair market value of Stock on
the Exercise Date; provided, however, that in no event shall the
purchase price be less than the par value of the Stock.
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(b)
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A Participant
shall be deemed to have elected to purchase the shares of Stock
which he became entitled to purchase on the Exercise Date unless he
shall notify the Committee within seven days following the Exercise
Date, or such shorter period as the Committee may establish, that
he elects not to make such purchase.
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(c)
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Any accumulated
payroll deductions that are not used to purchase full shares of
Stock under the Plan shall be paid to the Participant without
interest.
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(d)
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No employee
shall have the right to purchase more than $25,000 in value of
Stock under the Plan (and any other employee stock purchase plan
described in Code section 423 and maintained by the Company or any
Related Company) in any calendar year, such value being based on
the fair market value of Stock as of the date on which the option
to purchase the Stock is granted, as determined in accordance with
subsection 2.2 of the Plan.
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2.4. Termination of
Participation . A Participant may discontinue his participation
in the Plan for any Subscription Period, whereupon all of the
Participant’s payroll deductions for the Subscription Period
will be promptly paid to him without interest, and no further
payroll deductions will be made from his pay for that period. If a
Participant’s employment with the Employers terminates during
a Subscription Period for any reason, all payroll deductions
accumulated by the Participant under the Plan for the period shall
be paid to the Participant without interest.
SECTION 3
OPERATION AND
ADMINISTRATION
3.1. Effective Date . Subject
to the approval of the shareholders of the Company at the
Company’s 1996 annual meeting of its shareholders, the Plan
shall be effective as of the date on which it is adopted by the
Board; provided, however, that to the extent that rights are
granted under the Plan prior to its approval by shareholders, they
shall be contingent on approval of the Plan by the shareholders of
the Company. The Plan shall be unlimited in duration and, in the
event of Plan termination, shall remain in effect as long as any
rights granted under the Plan are outstanding.
3.2. Shares Subject to Plan .
Shares of Stock to be purchased under the Plan shall be subject to
the following:
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(a)
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The shares of Stock which may be
purchased under the Plan shall be currently authorized but unissued
shares, or shares purchased in the open market by a direct or
indirect wholly owned subsidiary of the Company (as determined by
the Chairman or any Executive Vice President of the Company). The
Company may contribute to the subsidiary an
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