Exhibit 10.2
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to Employment
Agreement (this “Amendment”) attaches to and forms part
of the Employment Agreement dated as of May 2, 2005 and
amended effective March 13, 2008 (the
“Agreement”), between Aon Corporation (the
“Company”) and Ted T. Devine (the
“Executive”).
WHEREAS, the Company and the
Executive mutually desire to further amend the Agreement, as
provided in this Amendment;
NOW, THEREFORE, in consideration of
the premises and the mutual agreements contained herein, the
parties hereby agree as follows:
1.
The last sentence of Section 1,
“Employment,” is deleted in its entirety and replaced
with the following:
“The term of employment of the
Executive pursuant to this Agreement (the “Employment
Period”) commenced on May 2, 2005 (the “Effective
Date”) and will end on April 30, 2013, unless earlier
terminated pursuant to Section 4 hereof.”
2.
The first sentence of
Section 2(a), “Position and Duties,” is deleted in
its entirety and replaced with the following:
“The Company will employ the
Executive during the Employment Period as Executive Vice President
of Aon Corporation and President of the global Aon Risk Services
business, or in another Level 1A senior executive capacity with
profit and loss responsibility as may be authorized or directed by
the CEO.”
3.
Section 2(b),
“Responsibilities,” is deleted in its entirety and
replaced with the following:
“(b)
Responsibilities . The Executive will have the
authority and responsibility typically held by an Executive Vice
President of a large, global publicly-traded company. The
Executive will also perform such other duties (not inconsistent
with his positions) on behalf of the Company and its subsidiaries
as may be from time to time authorized or directed by the
CEO. The Executive will report to the CEO.”
4.
A new subsection (g) is hereby
added to Section 3, “Compensation”:
“(g)
Award of Restricted Stock
Units . In
consideration for entering into this Amendment, the Executive will
receive an award of 25,000 restricted stock units of Aon
Corporation common stock under the 2001 Aon Stock Incentive Plan,
as amended from time to time. The restricted stock units will
be granted as of the date this Amendment is executed by both
parties, in accordance with the approval provided by the
Organization and Compensation Committee of Aon Corporation’s
board of directors on January 29, 2009. The award will
be subject to the Company’s standard terms and provisions,
including vesting provisions. For the avoidance of doubt, the
restricted stock units will
vest in equal installments of 25% on
the second through fifth anniversary of the date of grant subject
to the Executive’s continued employment.”
5.
Subpart (ii)(A) of
Section 4(c) — the first prong of the definition of
“cause” — is deleted in its entirety.
6.
Subpart (v) of
Section 4(c) is deleted in its entirety.
7.
Subsection 4(d), “Termination
Without Cause,” is deleted in its entirety and replaced with
the following:
“(d) Termination
Without Cause . If, during the Employment Period, the
Company terminates the employment of the Executive hereunder for
any reason other than a reason set forth in Section 4(a),
(b) or (c), the Company will give the Executive 12
months’ prior written notice of such termination
and:
(i)
during the notice period or
thereafter, as applicable, the Executive will be entitled to the
payments and benefits specified by Sections 4(c)(iv)(A) and
(B); and
(ii)
concurrent with the last day of the
notice period, the Executive will be entitled to receive a lump sum
cash payment. The lump sum payment will be equal to the
product of (x) two and (y) the sum of the annual Base
Salary and the Executive’s target annual incentive bonus for
the Bonus Year in which the Executive’s employment
terminates.
Notwithstanding the foregoing
provisions of this Section 4(d), if any payment specified by
this Section 4(d
