EXHIBIT
10.1
EMPLOYMENT
AGREEMENT
This EMPLOYMENT AGREEMENT (this “ Agreement ”)
is entered into as of August 22, 2005 by and between Marsh &
McLennan Companies, Inc., a Delaware corporation (together with any
successor thereto, the “ Company ”), and Sandra
S. Wijnberg (“ Executive ”).
WITNESSETH:
WHEREAS, Executive commenced employment with the Company on January
3, 2000;
WHEREAS, the Company desires to continue to employ and secure the
exclusive services of Executive on the terms and conditions set
forth in this Agreement; and
WHEREAS, Executive desires to accept such employment on such terms
and conditions.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and promises contained herein and for other good and
valuable consideration, the Company and Executive hereby agree as
follows:
1.
Agreement to Employ . Upon the terms and subject to the
conditions of this Agreement, the Company hereby agrees to continue
to employ Executive, and Executive hereby accepts such continued
employment with the Company.
2.
Term; Position and Responsibilities .
(a) Term of
Employment . The Company shall continue to employ Executive on
the terms and subject to the conditions of this Agreement from the
date first written above until such time as the parties agree to
amend or terminate this Agreement; provided that if either
party desires to terminate this Agreement, it or she shall give the
other party at least 30 days’ written notice prior to the
proposed effective date of such termination, other than in the case
of Executive’s death, her termination of employment as a
result of her Disability (as defined below in Section 8(a)), her
termination of employment for Cause (as defined below in Section
8(b)) or her resignation for Good Reason (as defined below in
Section 8(d)). The period during which Executive is employed by the
Company pursuant to this Agreement shall be referred to as the
“ Employment Period .”
(b) Position,
Responsibilities and Reporting . During the Employment Period,
Executive shall continue to serve as Senior Vice President and
Chief Financial Officer of the Company and shall have such duties
and responsibilities as are customarily assigned to individuals
serving in such position of a publicly traded company (including
the duties the Executive currently has), and such other reasonable
duties consistent with Executive’s title and position as
specified from time to time by the Chief Executive Officer of the
Company and the Board of Directors (or any committee thereof) of
the Company (the Board or such committee referred to as the “
Board ”). The Executive shall report directly to the
Chief Executive Officer of
the Company. During the Employment Period, Executive shall devote
all of her skill, knowledge, commercial efforts and substantially
all of her business time to the performance of her duties and
responsibilities for the Company. Notwithstanding the foregoing,
the Executive shall continue to be permitted to manage her personal
and family financial and legal affairs and to serve on boards and
advisory committees; provided that such activities do not
materially interfere with the performance of the Executive’s
duties.
3.
Base Salary . During the Employment Period, the Company
shall continue to pay Executive a base salary (“ Base
Salary ”) at an annualized rate of at least $700,000,
payable in accordance with the Company’s normal payroll
practices. The Base Salary shall be reviewed annually for increase,
and once increased may not be decreased below such increased
amount.
4.
Retention Bonus . Executive shall be eligible to receive an
annual bonus with respect to each fiscal year ending during the
Employment Period, determined at the discretion of the Compensation
Committee of the Board. Notwithstanding the foregoing, provided
that Executive remains employed with the Company until March 31,
2006 (or Executive’s employment with the Company is earlier
terminated without Cause or she earlier resigns for Good Reason),
Executive shall receive (i) a retention bonus in lieu of the annual
bonus in respect of 2005 equal to at least 125% of the annual bonus
paid to Executive in respect of 2004 and (ii) a retention bonus in
lieu of the annual bonus in respect of the first quarter of 2006
equal to at least 25% of the retention bonus paid to Executive in
respect of 2005 retention (the retention bonuses referred to herein
collectively as the “Retention Bonus”). The Retention
Bonus shall be paid in a cash lump sum as soon as practicable
following March 31, 2006.
5.
Equity Compensation . (a) If Executive remains employed with
the Company until March 31, 2006 (or if Executive’s
employment with the Company is earlier terminated without Cause or
as a result of her Disability or if she earlier resigns for Good
Reason), (i) restricted stock granted to her in 2000, 2001, 2002
and 2003 shall vest and (ii) a pro rata portion of all other
unvested restricted stock and restricted stock unit awards granted
to her shall vest (based on the number of days employed with the
Company during the relevant vesting period).
(b) Other than as
expressly provided in Section 5(a), Executive’s equity
compensation awards shall continue to be governed by their terms
(including, without limitation, (i) any applicable accelerated
vesting provisions to the extent they are more favorable therein
and (ii) the Executive’s continued right to receive dividends
and dividend equivalents on all restricted stock and restricted
stock unit awards).
6.
Employee Benefits . During the Employment Period, Executive
shall be eligible to participate in the employee benefit, fringe
and perquisite plans, practices, programs, policies and
arrangements maintained by the Company and as in effect from time
to time in which senior executive officers of the Company are
eligible to participate.
7.
Business Expenses; Etc . (a) The Company shall reimburse
Executive for the travel, entertainment and other business expenses
incurred by her in the performance of her duties under this
Agreement, in accordance with the Company’s policies
applicable to senior executive officers of the Company as in effect
from time to time.
(b) During the
Employment Period and while potential liability exists thereafter,
the Company shall indemnify and hold the Executive harmless to the
fullest extent permitted by law with respect to her activities on
behalf of the Company (including, without limitation, the advancing
of any legal fees and disbursements incurred by Executive with
respect to an indemnifiable matter) and shall also cover Executive
under the Company’s directors’ and officers’
liability insurance on the same basis as other senior executive
officers of the Company.
(c) The Company
shall reimburse Executive for reasonable legal fees actually
incurred in connection with the negotiation and drafting of this
Agreement (including the negotiation and preparation of any term
sheet relating thereto) up to a maximum of $20,000 and with respect
to any legal proceedings initiated in order to enforce any of the
Executive’s rights under this Agreement to the extent
Executive is the Prevailing Party (as defined in Section
11(b)).
8.
Termination of Employment .
(a) Termination
Due to Death or Disability . Executive’s employment shall
automatically terminate upon Executive’s death and may be
terminated by the Company due to Executive’s Disability. In
the event that Executive’s employment is terminated due to
her death or Disability, the sole termination benefits payable to
or in respect of Executive shall be as provided in Section 8(f).
For purposes of this Agreement, “ Disability ”
shall occur if, by reason of physical or mental illness or
incapacity, Executive is unable to carry out her material duties
pursuant to the terms of this Agreement for more than 180
consecutive days.
(b) Termination
by the Company for Cause . Executive’s employment may be
terminated by the Company for Cause at any time. In the event of a
termination of Executive’s employment by the Company for
Cause, the sole termination benefits payable to or in respect of
Executive shall be as provided in Section 8(f). The Company shall
give Executive written notice of a termination for Cause (the
“ Cause Notice ”) that shall state the
particular action(s) or inaction(s) giving rise to the
termination for Cause. No action(s) or inaction(s) will
constitute Cause unless (1) a resolution finding that Cause
exists has been approved by a majority of all of the members of the
Board at a meeting at which Executive is allowed to appear with her
legal counsel and (2) where remedial action is feasible,
Executive fails to remedy the action(s) or
inaction(s) within fifteen (15) days after receiving the
Cause Notice. If Executive so effects a cure to the satisfaction of
the Board, the Cause Notice shall be deemed rescinded and of no
force or effect. For purposes of this Agreement, “
Cause ” shall mean (i) any gross negligence or willful
misconduct of Executive resulting in a material loss to the Company
or any of its subsidiaries, or material damage to the reputation of
the Company or any of its subsidiaries; (ii) any willful refusal by
Executive to follow lawful directives of the Chief Executive
Officer or the Board which are consistent with the scope and nature
of Executive’s duties and responsibilities as set forth
herein (other than any such failure resulting from incapacity due
to physical or mental illness); (iii) any material breach by
Executive of one or more of the covenants referred to in Article 9
hereof; (iv) any violation of any statutory or common law duty of
loyalty to the Company or any of its subsidiaries; or (v)
Executive’s conviction of, or plea of guilty or nolo
contendere to, a felony or of any crime involving moral
turpitude, fraud or embezzlement. For purposes of this paragraph,
no act, or failure to act, on 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 the best interests of the Company.
(c) Termination
Without Cause . Executive’s employment may be terminated
by the Company without Cause. In the event of a termination of
Executive’s employment by the Company without Cause, the sole
termination benefits payable to or in respect of Executive shall be
as provided in Section 8(f).
(d) Termination
by Executive . Executive may resign from her employment for any
reason, including for Good Reason. In the event of
Executive’s resignation other than for Good Reason, the sole
termination benefits payable to or in respect of Executive shall be
as provided in Section 8(f) and in the event of Executive’s
resignation for Good Reason, no termination benefits shall be
payable to or in respect of Executive, except as provided in
Section 8(f). For purposes of this Agreement, Executive may resign
for “Good Reason” within 30 days following the
occurrence, without Executive’s consent, of any of the
following events: (i) any adverse change in Executive’s then
positions, titles or reporting obligation, or the diminution of
Executive’s then duties, responsibilities or authority
(including, without limitation, as a result of Executive no longer
being the chief financial officer of a public company of similar
size as exists on the date of execution of this Agreement) prior to
the appointment of a successor chief financial officer of the
Company; (ii) the assignment to Executive of duties or
responsibilities that are inconsistent with Executive’s then
position; (iii) a relocation of the Company’s principal
executive office to any location outside the New York City
metropolitan area or a relocation of Executive’s office away
from the Company’s principal executive office; (iv) any
material breach by the Company of any provision of this Agreement;
including, without limitation, a failure by the Company to comply
with Sections 3, 4, 5, 6 or 7 hereof; or (v) failure of any
successor to the Company (whether direct or indirect and whether by
merger, acquisition, consolidation, asset sale or otherwise) to
assume in a writing delivered to Executive upon the successor
becoming such, the obligations of the Company under this Agreement;
provided that if such event is susceptible to cure,
Executive shall give the Company notice of such event and the
Company shall have 15 days after receipt of such notice to cure
such event. For purposes of this Agreement, Executive’s
resignation for any reason on or after March 31, 2006 shall be
treated as resignation for Good Reason.
(e) Notice of
Termination; Date of Termination .
(i) Notice
of Termination . Any termination of Executive’s
employment by the Company or by Executive (other than as a result
of Executive’s death) shall be communicated by a written
Notice of Termination (as defined below) addressed to the other
party. A “ Notice of Termination ” shall mean a
notice stating that Executive or the Company, as the case may be,
is electing to terminate Executive’s employment with the
Company (and thereby terminating the Employment Period), stating
the proposed effective date of such termination, indicating the
specific provision of this Section 8 under which such termination
is being effected and, if applicable, setting forth in reasonable
detail the circumstances claimed to provide the basis for such
termination.
(ii) Date of
Termination . The term “ Date of Termination
” shall mean (i) if Executive’s employment is
terminated by her death, the date of her death and (ii) if
Executive’s
employment is terminated for any other reason, the effective date
of termination specified in the Notice of Termination. The
Employment Period shall expire on the Date of Termination.
(f) Payments
Upon Certain Terminations .
(i) In the event of
a termination of Executive’s employment by the Company
without Cause or by Executive’s resignation for Good Reason
during the Employment Period, the Company shall pay to Executive,
within 15 days of the Date of Termination (or at such time as
required under the applicable employee benefit plan or
arrangement), her (w) Base Salary through the Date of Termination,
to the extent not previously paid, (x) reimbursement for any
unreimbursed business expenses incurred by Executive prior to the
Date of Termination that are subject to reimbursement pursuant to
Section 7(a), (y) payment for vacation time accrued as of the Date
of Termination but unused and (z) any other amount or benefit due
under an employee benefit plan or arrangement maintained or
provided by the Company; including the benefits and payments
described in the second sentence of Section 8(j) (such amounts
under clauses (w), (x), (y) and (z), collectively the “
Accrued Obligations ”). In addition, in the event of
any such termination of Executive’s employment, she shall be
entitled to and the Company shall provide the following payments
and benefits:
(A) a lump-sum amount in
cash equal to 100% of Executive’s Base Salary, paid within 15
days after termination;
(B) to the extent not yet
paid, any annual bonus earned after calendar year 2005 for the
calendar year that preceded the time of the termination during all
of which Executive was employed by the Company;
(C) full vesting of
Executive’s unvested accrued benefit under any non-qualified
deferred compensation arrangement;
(D) the accelerated
vesting of Executive’s equity compensation awards, as
provided in Section 5(a), and the continued allocation of all
dividends and dividend equivalents with respect to such awards
prior to the actual distribution of the underlying shares to the
Executive;
(E)
