Exhibit 10.28
MARSH & McLENNAN
COMPANIES, INC.
DIRECTORS’ STOCK
COMPENSATION PLAN
January 1, 2009
Restatement
MARSH & McLENNAN
COMPANIES, INC.
DIRECTORS’ STOCK
COMPENSATION PLAN
January 1, 2009
Restatement
The Marsh & McLennan
Companies, Inc. Directors’ Stock Compensation Plan is
intended to provide an incentive to members of the Board of
Directors of Marsh & McLennan Companies, Inc. who receive
fees for their services, to remain in the service of the Company
and to encourage such Directors to acquire additional stock
ownership interests in the Company.
(a)
“Accounting Date” means June 1
st
of each Plan
Year.
(b) “Annual Share Fee”
shall mean, the number of shares of Common Stock payable to each
Director pursuant to Section 5(b) hereof, as shall be
determined by the Committee in its discretion.
(c) “Basic Fee” means
the annual retainer specified in a dollar amount payable to a
Director during each Plan Year (at the rate in effect on the
Accounting Date of such Plan Year) for such Director’s
services on the Board (exclusive of the Annual Share Fee and of any
amounts payable with respect to service on a committee of the Board
or other committee of Directors or for attendance at Board or
committee meetings).
(d) “Board” means the
Board of Directors of the Company.
(e) “Code” means the
Internal Revenue Code of 1986, as amended from time to
time.
(f) “Code
Section 409A” means Section 409A of the Code and
the regulations and other guidance issued thereunder.
(g) “Committee” means
the Directors and Governance Committee of the Board.
(h) “Common Stock” means
the common stock, par value $1.00 per share, of the
Company.
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(i) “Company” means
Marsh & McLennan Companies, Inc., a Delaware
corporation.
(j) “Deferral Election”
has the meaning set forth in Section 5(d) hereof.
(k) “Deferred Shares”
has the meaning set forth in Section 5(d) and including any
Dividend Equivalents credited thereon as described in
Section 5(e) hereof. In addition, “Deferred
Shares” include converted phantom stock units held as of
June 1, 1995 by Directors pursuant to a deferral agreement or
arrangement between the Company and the Director.
(l) “Dividend
Equivalents” has the meaning set forth in
Section 5(e).
(m) “Director” means a
member of the Board who receives fees for his or her
services.
(n) “Exchange Act” means
the Securities Exchange Act of 1934, as amended.
(o) “Fair Market Value”
on any given date means, except as otherwise provided in
Section 5(g) hereof, the average of the high and low prices of
the Common Stock on the New York Stock Exchange on the last trading
day preceding such date.
(p) “Maximum Cash
Compensation” means the aggregate amount payable to a
Director for such Director’s services on the Board (including
any amounts payable with respect to service on a committee of the
Board or other committee of Directors or for attendance at Board or
committee meetings, but excluding (i) the Annual Share Fee and
(ii) the portion of the Basic Fee with respect to which shares
of Common Stock are issuable pursuant to Section 5(a)
hereof).
(q) “Plan” means the
Marsh & McLennan Companies, Inc. Directors’ Stock
Compensation Plan, as in effect from time to time.
(r) “Plan
Year” means the twelve-month period commencing
June 1 st and ending on the following
May 31 st .
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3.
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Administration
of the Plan.
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The Plan shall be administered by
the Committee. The Committee shall adopt such rules as it may deem
appropriate in order to carry out the purpose of the Plan. All
questions of interpretation, administration, and application of the
Plan shall be determined by a majority of the members of the
Committee, except that the Committee may authorize any one or more
of its members, or any officer of the Company, to execute and
deliver documents on behalf of the Committee. The determination of
such majority shall be final and binding in all matters relating to
the Plan. No member of the
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Committee shall be liable for any act done or
omitted to be done by such member or by any other member of the
Committee in connection with the Plan, except for such
member’s own willful misconduct or as expressly provided by
statute.
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4.
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Common Stock
Reserved for the Plan.
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The number of shares of Common Stock
authorized for issuance under the Plan, as adjusted pursuant to
Section 6 hereof for events prior to May 15, 2003, is
1,500,000, including Deferred Shares, whether anticipated to be
distributed as shares or paid in cash, subject to further
adjustment pursuant to Section 6 hereof for events subsequent
to May 15, 2003. Shares of Common Stock delivered hereunder
may be either authorized but unissued shares or previously issued
shares reacquired and held by the Company.
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5.
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Terms and
Conditions of Grants.
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(a) Mandatory Portion of Basic Fee.
On each Accounting Date each Director shall automatically receive a
number of shares of Common Stock with a Fair Market Value on such
Accounting Date equal to one-quarter (1/4) of his or her Basic
Fee payable during the Plan Year which commences on such Accounting
Date. Such shares of Common Stock (including fractional shares)
shall be received in lieu of the payment of cash in respect of
one-quarter (1/4) of such Basic Fee and shall be transferred
on such Accounting Date in accordance with Section 5(f)
hereof, except to the extent that a Deferral Election shall be in
effect with respect to such shares or to the extent that
Section 5(g) hereof applies.
(b) Annual Share Fee. On each
Accounting Date, each Director shall automatically receive an
Annual Share Fee as additional annual compensation for such
Director’s services on the Board.
(c) Elective Portion
of Maximum Cash Compensation. Each Director may elect that a
designated percentage (in increments of 10%) of his or her future
Maximum Cash Compensation be paid in shares of Common Stock. Such
shares of Common Stock (including fractional shares) shall be
received in lieu of the payment of cash in respect of the
designated percentage of future Maximum Cash Compensation payable
for services rendered in the quarters ended August 15
th
, November 15
th
, February 15
th
and
May 15 th , as the case may be. Such
shares of Common Stock shall be transferred in accordance with
Section 5(f) hereof, except to the extent that a Deferral
Election shall be in effect with respect to such shares or to the
extent that Section 5(g) hereof applies. An election hereunder
shall be in the form of a document executed and filed with the
Secretary of the Company and shall remain in effect until the
effectiveness of any modification or revocation.
(d) Deferral Election. With respect
to (i) the portion of the Basic Fee payable in Common Stock
under Section 5(a) hereof, (ii) the Annual Share Fee
payable in Common Stock under Section 5(b) hereof and
(iii) the designated percentage of
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Maximum Cash Compensation payable in Common
Stock under Section 5(c) hereof, each Director may elect to
defer the receipt (a “Deferral Election”) of all or any
portion of the shares of Common Stock otherwise transferable
pursuant to Section 5(f) hereof. In such event, there shall be
credited to an account maintained on behalf of such Director, as of
the date on which shares would otherwise be transferred hereunder,
a number of Shares (“Deferred Shares”) equal to the
number of shares otherwise transferable.
A Deferral Election hereunder shall
be in the form of a document established for such purpose by the
Committee that is executed by the Director and filed with the
Secretary of the Company prior to the time established by the
Committee, which in no event shall be later than the end of the
calendar year preceding the year in which the fees or compensation
to which such election relates will be earned. Any such election
will remain in effect until so modified or revoked in accordance
with rules established by the Committee. With respect to director
fees or compensation already earned, deferral elections may be
modified within the sole discretion of the Committee subject to
such conditions and restrictions as the Committee determines are
necessary or appropriate including, without limitation, to comply
with federal income tax law and rules. Notwithstanding anything
else in this Plan, the Committee may, in its sole discretion,
accelerate the distribution of Deferred Shares in cases of extreme
emergency or hardship; provided, however, that for any
Deferred Shares under this Plan which are subject to Code
Section 409A, such distribution must comply with the
unforeseeable emergency or hardship provisions of Code
Section 409A.
The Director shall elect
(a) that Deferred Shares be distributed in a lump sum or in
annual installments (not exceeding 10), and (b) that the lump
sum or first installment be distributed on the tenth day of the
calendar year immediately following either (i) the year in
which the Director ceases to be a Director of the Company or
(ii) the earlier of the year in which the Director ceases to
be a Director of the Company or a date designated by the Director;
provided, however, that any such election shall be subject to
Section 5(g) hereof. Installments subsequent to the first
installment shall be distributed on the tenth day of each
succeeding calendar year until all of the Director’s Deferred
Shares shall have been distributed.
In the event the Director should die
before all of the Director’s Deferred Shares have been
distributed, the balance of the Deferred Shares shall be
distributed in a lump sum to the beneficiary or beneficiaries
designated in writing by the Director, or if no designation has
been made, to the estate of the Director.
All lump sum distributions of
Deferred Shares shall be in whole shares of Common Stock, with cash
to be paid in lieu of fractional shares. The number of shares to be
distributed on each installment date to a Director who has elected
to receive shares in annual installments shall be determined by
multiplying the number of Director’s remaining Deferred
Shares by a fraction the numerator of which is one and the
denominator of which is the then remaining number of annual
installments (including the immediate installment); all such
distributions shall be in whole shares of Common Stock, with cash
to be paid in lieu of fractional shares for the final installment
and fractional shares to be rounded to the nearest whole number for
all other installments.
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(e) Dividend Equivalents. Deferred
Shares shall be credited with an amount equal to the dividends
which would have been paid on an equal number of outstanding shares
of Common Stock (“Dividend Equivalents”). Dividend
Equivalents shall be credited (i) as of the payment date of
such dividends, and (ii) only with respect to Deferred Shares
credited to such Director prior to the record date of the dividend.
Deferred Shares held pending distribution shall continue to be
credited with Dividend Equivalents.
Dividend Equivalents so credited
shall be converted into an additional number of Deferred Shares as
of the payment date of the dividend (based on the Fair Market Value
on such payment date). Such Deferred Shares shall thereafter be
treated in the same manner as any other Deferred Shares under the
Plan.
(f) Transfer of Shares. All shares
transferable pursuant to this Section 5(f) will be so
transferred unless the Director has made a Deferral Election
pursuant to Section 5(d) hereof, in which case only those
shares that are not subject to the Deferral Election will be so
transferred.
Shares of Common
Stock issuable to a Director under Sections 5(a) and 5(b) hereof
shall be transferred to such Director as of each Accounting Date.
The total number of shares of Common Stock to be so transferred
under Section 5(a) hereof shall be determined by dividing
(w) one-quarter (1/4) of such Director’s Basic Fee
payable during the Plan Year commencing on such Accounting Date by
(x) the Fair Market Value of a share of Common Stock on such
Accounting Date. Shares of Common Stock issuable to a Director
under Section 5(c) hereof shall be transferred to such
Director on August 31 st , November 30
t
