Exhibit 10.1
INDEMNIFICATION AGREEMENT
AGREEMENT made this
day of
,
2009, between Aon Corporation, a Delaware corporation (the
“Company”), and
(the “Indemnitee”).
WHEREAS, it is essential to the
Company and its stockholders to attract and retain qualified and
capable directors, officers, employees, agents and
fiduciaries;
WHEREAS, the Second Restated
Certificate of Incorporation of the Company, as amended (the
“Certificate of Incorporation”), requires the Company
to indemnify and advance expenses to its directors and officers to
the extent not prohibited by law;
WHEREAS, in recognition of
Indemnitee’s need for protection against personal liability
in order to induce Indemnitee to serve or continue to serve the
Company in an effective manner and in part to provide Indemnitee
with specific contractual assurance that the protection promised by
the Certificate of Incorporation will be available to Indemnitee
(regardless of, among other things, any amendment to or revocation
of the Certificate of Incorporation or any change in the
composition of the Company’s Board of Directors or any
acquisition transaction relating to the Company), the Company
wishes to provide the Indemnitee with the benefits contemplated by
this Agreement; and
WHEREAS, as a result of the
provision of such benefits Indemnitee has agreed to serve or to
continue to serve the Company;
NOW, THEREFORE, the parties hereto
hereby agree as follows:
1.
Contract
Right . Annex A hereto
contains Article Seventh of the Certificate of Incorporation,
as in effect as of the date hereof
(“Article Seventh”). The Company agrees that
no repeal, modification or amendment of, or adoption of any
provision inconsistent with, Article Seventh, nor to the
fullest extent permitted by applicable law, any modification of
law, shall adversely affect any right or protection of the
Indemnitee pursuant to Article Seventh arising out of or
related to any event, act or omission that occurred prior to the
time of such repeal, modification, amendment or adoption
(regardless of when any proceeding (or part thereof) relating
to such event, act or omission arises or is first threatened,
commenced or completed).
2.
Non-Exclusivity of
Rights . The rights of
Indemnitee hereunder shall be in addition to any other rights
Indemnitee may have under the Certificate of Incorporation, the
Company’s By-laws, the Delaware General Corporation Law, any
vote of stockholders or disinterested directors or otherwise, both
as to action in Indemnitee’s official capacity and as to
action in any other capacity by holding such office, and shall
continue after Indemnitee ceases to serve the Company as a
director, officer, employee, agent or fiduciary.
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3.
Subrogation
. In the
event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such
rights.
4.
Enforcement
.
(a)
Indemnitee’s right to
indemnification and other rights under this Agreement shall be
specifically enforceable by Indemnitee only in the state or Federal
courts of the States of Delaware or Illinois.
(b)
In the event that
any action is instituted by Indemnitee under this Agreement, or to
enforce or interpret any of the terms of this Agreement, Indemnitee
shall be entitled to be paid all court costs and reasonable
expenses, including reasonable counsel fees, incurred by Indemnitee
with respect to such action, unless the court determines that each
of the material assertions made by Indemnitee as a basis for such
action was not made in good faith or was frivolous.
5.
Severability
. In the
event that any provision of this Agreement is determined by a court
to require the Company to do or to fail to do an act which is in
violation of applicable law, such provision (including any
provision within a single section, paragraph or sentence) shall be
limited or modified in its application to the minimum extent
necessary to avoid a violation of law, and, as so limited or
modified, such provision and the balance of this Agreement shall be
enforceable in accordance with their terms to the fullest extent
permitted by law.
6.
Governing
Law . This Agreement shall
be governed by and construed in accordance with the laws of the
State of Delaware applicable to agreements made and to be performed
entirely within such State.
7.
Consent to
Jurisdiction . The Company and
Indemnitee each hereby irrevocably consents to the jurisdiction of
the courts of the States of Delaware and Illinois for all purposes
in connection with any action or proceeding which arises out of or
relates to this Agreement and agrees that any action instituted
under this Agreement shall be brought only in the state and Federal
courts of the States of Delaware and Illinois.
8.
Notices
. All
notices or other communications required or permitted hereunder
shall be sufficiently given for all purposes if in writing and
personally delivered, telegraphed, telexed, sent by facsimile
transmission or sent by registered or certified mail, return
receipt requested, with postage prepaid addressed as follows, or to
such other address as the parties shall have given notice of
pursuant hereto:
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If to the Company
to:
If to Indemnitee,
to:
9.
Counterparts
. This
Agreement may be signed in counterparts, each of which shall be an
original and all of which, when taken together, shall constitute
one and the same instrument.
10.
Successors and
Assigns . This Agreement shall
be (i) binding upon all successors and assigns of the Company,
including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the
business and/or assets of the Company, and (ii) binding upon
and inure to the benefit of any successors and assigns, heirs, and
personal or legal representatives of Indemnitee.
11.
Amendment;
Waiver . No amendment,
modification, termination or cancellation of this Agreement shall
be effective unless made in a writing signed by each of the parties
hereto. No waiver of any of the
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