Exhibit 10.2
Outside Director
Awards
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 number of Units awarded to the Participant on the Grant
Date is the number reflected in the corporate records and shown in
the Record-Keeping System in the Participant’s individual
account records. 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
Grant Date.
(b) The “Grant Date” is
[Insert the date] .
(c) The “Delivery Date”
is the six month anniversary date of the Director’s
termination from the Board, or such later
date(s) as the Director may elect pursuant to administrative
procedures established under the Plan.
(d) Other words and phrases used in
these Restricted Stock Unit Award Terms are defined in 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 the Units shall begin on the
date of the annual shareholders’ meeting held in
[year] and end on the date of the annual shareholders’
meeting held in the immediately following year.*
Notwithstanding the foregoing, the
Restricted Period shall end earlier to the extent set forth
below:
(a) The Restricted Period shall end
upon the Date of Termination, if the Date of Termination occurs by
reason of the Participant’s death.
(b) The Restricted Period shall end
upon the Date of Termination, if the Date of Termination occurs by
reason of the Participant’s Long-Term Disability.
(c) The Restricted Period shall end
upon a Change in Control, provided that such Change in Control
occurs on or before the Date of Termination.
3. Forfeiture or Delivery of
Shares . Except as otherwise determined by the Committee in its
sole discretion, if the Date of Termination occurs prior to the
last day of the
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*
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With respect to
restricted stock unit awards granted under the ACE Limited 2004
Long-Term Incentive Plan on July 14, 2008 and on August 15, 2008 to
each member of the Board of Directors who was not an employee of
ACE Limited or one of its subsidiaries on the applicable grant
date, the last day of the “Restricted Period” (as
defined by the terms of the applicable Restricted Stock Unit Award)
was changed to December 31, 2008.
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Restricted Period, the Participant shall forfeit
the Units as of the Date of Termination. If the Date of Termination
has not occurred prior to the last day of the Restricted Period,
the Units shall be delivered to the Participant on the Delivery
Date in the form of Stock free of all restrictions. For the
avoidance of doubt, if the Date of Termination is the last day of
the Restricted Period, the Units shall be delivered in accordance
with the immediately preceding sentence.
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.
5. Transferability . Except
as otherwise provided by the Committee, the Units may not be sold,
assigned, transferred, pledged or otherwise encumbered
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6. Dividends . The
Participant shall receive additional Units (and not cash) equal to
the dividends and distributions paid on shares of Stock to the same
extent as if each Unit was a Share of Stock, and those shares were
not subject to the restrictions imposed by this Agreement and the
Plan; provided
