Exhibit 10.6
Aon Corporation
2008 Executive Committee
Incentive Plan
(Amended and Restated Effective
January 1, 2009)
Overview
Since 2001, Aon has maintained its Omnibus
Incentive Plan to encourage the highest level of performance of its
executives through the establishment of quantifiable performance
goals. Awards granted under the Omnibus Incentive Plan are
intended to qualify as deductible “performance-based”
compensation pursuant to Section 162(m) of the
Code. The Plan was adopted by the Committee, effective
January 1, 2008, as a sub-plan to the Omnibus Incentive Plan
to provide a discretionary framework regarding the funding of
awards under the Omnibus Plan, and the form of distribution of
awards under such plan. The Plan is hereby amended and
restated effective January 1, 2009.
Performance Period
The Plan is based on successive calendar-year
performance periods beginning January 1, 2008.
Eligibility
All members of Aon’s Executive Committee
are eligible to participate in the Plan if they: (a) are
actively employed by Aon as of the last day of the calendar year;
(b) are on an approved leave of absence as of the last day of
the calendar year; (c) retired from Aon at or after age 55
during the calendar year; or (d) terminated employment on
account of death or Total and Permanent Disability during the
calendar year. The Committee may modify the eligibility
criteria as it deems necessary or appropriate.
Award Calculation
At the beginning of each calendar year, the
Committee will approve a “target incentive award” for
each participant as a percentage of his or her base salary.
The Committee will also establish corporate performance metrics
applicable to the funding of incentive awards under the Plan, and
those metrics may include: (1) the achievement of a
specified pre-tax income from ongoing operations; (2) the
growth in pre-tax income from ongoing operations as compare to the
prior year; (3) organic revenue growth; and/or (4) any
other factors as determined by the Committee in its sole
discretion. In addition, business unit, functional and
individual performance metrics may be established and assigned
weights to guide the Committee in its allocation of awards to
participants.
After the close of the calendar year, awards to
participants will be determined in the sole discretion of the
Committee and paid to participants pursuant to the Omnibus
Incentive Plan. Awards will be funded in accordance with the
corporate performance criteria adopted by the Committee.
Awards will be allocated in the sole discretion of the Committee
taking into account, among other facts, the participants’
target incentive awards and achievement of the assigned
metrics. Any resulting awards will be paid pursuant to the
terms and conditions of the Omnibus Incentive Plan; provided,
however, in no event will an Award be paid later than two and
one-half months after the end of the calendar year to which such
award relates. In no event may an award to a participant
exceed the maximum set forth in the Omnibus Incentive Plan (i.e. $5
million).
Payout Process
After the awards are determined by the
Committee, they will be paid out partly in cash and partly in
restricted stock units of Aon common stock pursuant to the Stock
Plan, unless Aon is contractually obligated to provide a
participant’s award fully in cash.
For the 2008 calendar year, Awards up to 100% of
the target incentive award were paid 80% in cash and 20% in
restricted stock units. Awards exceeding 100% of the target
incentive award
