EXHIBIT 10.32
M. MICHELE
BURNS
AMENDMENT TO EMPLOYMENT
AGREEMENT
WHEREAS , M. Michele Burns (the “ Executive
”) and Marsh & McLennan Companies, Inc. (“
MMC ” or the “ Company ”)
previously entered into an Employment Agreement (the
“Agreement”) on March 1, 2006 to embody in the
Agreement the terms and conditions of the Executive’s
employment by the Company or a subsidiary; and
WHEREAS , the Executive and the Company previously
amended the Agreement on September 25, 2006; and
WHEREAS , the Executive and the Company desire to
further amend the Agreement as set forth below to comply with
Section 409A and to make certain other revisions.
NOW, THEREFORE
, in consideration of the mutual
covenants and agreements set forth below, the Executive and the
Company hereby amend the Agreement as follows:
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1.
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Section 3.2 is amended by adding the
following to the end thereof:
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Notwithstanding the foregoing, in no
event shall the annual bonus be paid later than March 15 of
the year following the year with respect to which such bonus is
payable.
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2.
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Section 3.10 is amended to read as
follows:
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3.10 Indemnification . The
Executive shall be entitled to indemnification in accordance with
the Company’s by-laws as in effect on the date hereof,
subject to applicable law. Any expenses (including damages, losses,
judgments, fines, penalties, settlements, costs, attorneys’
fees, and expenses of establishing a right to indemnification),
that are subject to such indemnification and are or may be incurred
in connection with a proceeding shall be paid by the Company in
advance within 30 days of a request by the Executive, which shall
be accompanied by documentation substantiating such expenses.
Executive shall promptly deliver to the Company an undertaking, in
such form as the Company shall specify, to reimburse the Company
for expenses to which Executive is adjudged not to be entitled to
indemnification.
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3.
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Section 5.2 is amended to read as
follows:
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5.2 Termination by the
Executive . The Executive shall have the right, subject to the
terms of this Agreement, to terminate her employment at any time
with or without “Good Reason”. For purposes of this
Agreement, “ Good Reason ,” shall mean the
occurrence of any of the following during the Term, without the
Executive’s prior written consent (provided that an isolated,
insubstantial or inadvertent action not taken in bad faith shall
not constitute Good Reason): (A) a material diminution in
the
Executive’s position
(including status, offices, titles, and reporting requirements),
authority, duties or responsibilities as contemplated by this
Agreement; (B) any removal of the Executive from her position
as Chairman and Chief Executive Officer of Mercer (US) Inc.;
(C) any failure by the Company to comply with the provisions
of Article 3 hereof; (D) a failure by the Company to comply
with any other material provision of this Employment Agreement; or
(E) a change in the Executive’s principal work location
to more than 50 miles from her current work location. The Executive
must give the Company written notice, in accordance with
Section 6.2 hereof of any Good Reason termination of
employment within 30 days of the first occurrence (as determined
without regard to any prior occurrence that was subsequently
remedied by the Company) of a Good Reason circumstance set forth
above. Such notice must specify which of the circumstances set
forth above the Executive is relying on and the particular
action(s) or inaction(s) giving rise to such circumstance. The Good
Reason termination must be effective no earlier than 30 days after
the Executive’s delivery of the written notice and no later
than 60 days after the occurrence of the circumstance giving rise
to Good Reason; provided, however, that the Company may remedy such
circumstances within 30 days after receipt of the written
notice.
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4.
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The following
language should be inserted following the fourth sentence of
Section 5.5(d):
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Provided that the Executive is
eligible to elect continuation of group medical and dental coverage
as provided under COBRA at the time of the Executive’s
termination of employment, the Executive may receive the welfare
benefit described below (the “Welfare Benefit”) in lieu
of such COBRA continuation coverage. The Welfare Benefit will
provide continuation of group welfare coverage comparable to the
coverage provided to similarly-situated active participants for 12
months following the Ex
