Exhibit 10.60
[FOR USE WITH ELECTRONIC
DELIVERY]
Restricted Stock Unit Award
Terms
under the
ACE Limited 2004 Long-Term
Incentive Plan
The Participant has been granted a
Restricted Stock Unit Award by ACE Limited (the
“Company”) under the ACE Limited 2004 Long-Term
Incentive Plan (the “Plan”). The Restricted Stock Unit
Award shall be subject to the following Restricted Stock Unit Award
Terms:
1. Terms of Award . Subject
to the following Restricted Stock Unit Award Terms, the Participant
has been granted the right to receive shares of Stock of the
Company (“Units”) as of the Delivery Date. Each
“Unit” represents the right to receive one share of
Stock. The following words and phrases used in these Restricted
Stock Unit Award Terms shall have the meanings set forth in this
paragraph 1:
(a) The “Participant” is
the individual recipient of the Restricted Stock Unit Award on the
specified Grant Date.
(b) The “Grant Date” is
June 1, 2008
(c) The number of
“Units” shall be that number of Units awarded to the
Participant on the Grant Date as reflected in the corporate records
and shown in the Record-Keeping System in the Participant’s
individual account records.
(d) The “Effective Date is
May 1, 2008.
(e) The “Delivery Date”
shall be end of the Restricted Period with respect to the
applicable Units. However, notwithstanding the preceding sentence,
if the Participant would be eligible to retire in accordance with
paragraph 2(d) (determined without regard to clauses 9(f)(i) and
(ii)) on or at any time after the Grant Date and prior to the last
day of the Restricted Period with respect to any Installment of
Units as determined in accordance with the Vesting Schedule set
forth in paragraph 2:
(i) The occurrence of a Change in
Control shall be disregarded for purposes of determining the
Delivery Date of such Installments unless the Change in Control
satisfies the requirements of Treas. Reg. §1.409A-3(i)(5), or
distribution is otherwise permitted under Code §409A upon such
Change in Control; provided that this sentence shall not affect the
vesting of the Units upon a Change in Control in accordance with
subparagraph 2(c).
(ii) The occurrence of a Long-Term
Disability shall be disregarded for purposes of determining the
Delivery Date of such Units; provided that this sentence shall not
affect the vesting of the Units upon the occurrence of a Long-Term
Disability in accordance with subparagraph 2(b).
(d) Other words and phrases used in
these Restricted Stock Unit Award Terms are defined pursuant to
paragraph 9 or elsewhere in these Restricted Stock Unit Award
Terms.
2. Restricted Period .
Subject to the limitations of these Restricted Stock Unit Award
Terms, the “Restricted Period” for each Installment of
Units shall begin on the Grant Date and end as described in the
following schedule (the “Vesting Schedule”) (but only
if the Date of Termination has not occurred before end of the
Restricted Period):
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VESTING SCHEDULE
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INSTALLMENT
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RESTRICTED
PERIOD WILL
END ON:
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1
/ 4 of
Restricted Stock Units
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One year anniversary of the
Effective Date
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1
/ 4 of
Restricted Stock Units
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Two year anniversary of the
Effective Date
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1
/ 4 of
Restricted Stock Units
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Three year anniversary of the
Effective Date
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1
/ 4 of
Restricted Stock Units
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Four year anniversary of the
Effective Date
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The Restricted Period shall end
prior to the date specified in the foregoing Vesting Schedule to
the extent set forth below, with the exception of subparagraph
(d):
(a) For Installments as to which the
Restricted Period has not ended prior to the Date of Termination,
the Restricted Period for such Installments shall end upon the
Participant’s Date of Termination, if the Date of Termination
occurs by reason of the Participant’s death.
(b) For Installments as to which the
Restricted Period has not ended prior to the Date of Termination,
the Restricted Period for such Installments shall end upon the
Participant’s Date of Termination, if the Date of Termination
occurs by reason of the Participant’s Long-Term
Disability.
(c) For Installments as to which the
Restricted Period has not ended prior to the date of a Change in
Control, the Restricted Period for such Installments shall end upon
a Change in Control, provided that such Change in Control occurs on
or before the Date of Termination (determined without regard to the
provisions of subparagraph (d) below).
(d) For Installments as to which the
Restricted Period has not ended prior to the Date of Termination,
if the Date of Termination occurs by reason of the
Participant’s Retirement, vesting shall continue pursuant to
the Vesting Schedule following the Date of Termination as though
the Participant continued to be employed through the end of the
longest Restricted Period. Following the Date of Termination by
reason of Retirement, the end of the Restricted Period for any
Installment shall be determined in accordance with the Vesting
Schedule.
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3. Transfer and Forfeiture of
Shares . Except as otherwise determined by the Committee in its
sole discretion, and subject to subparagraph 2(d), the Participant
shall forfeit the Units as of the Participant’s Date of
Termination, if such Date of Termination occurs prior to the end of
the Restricted Period which applies to those Installments. If the
Participant’s Date of Termination has not occurred prior to
the last day of the Restricted Period with respect to any
Installment of the Units, then that Installment of Units shall be
delivered to the Participant in the form of Stock free of all
restrictions at or within 30 days after the Delivery Date. After
delivery of a share of Stock for a Unit, the Unit shall have no
further force or effect.
4. Withholding . All
deliveries and distributions under these Restricted Stock Unit
Award Terms are subject to withholding of all applicable taxes. At
the election of the Participant, and subject to such rules and
limitations as may be established by the Committee from time to
time, such withholding obligations may be satisfied through the
surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan.
Notwithstanding the foregoing, the Committee has the authority to
make the necessary elections to ensure appropriate taxes are
withheld.
5. Transferability . Except
as otherwise provided by the Committee, the Restricted Stock Unit
Award may not be sold, assigned, transferred, ple
