Exhibit 10.3
Hewitt
HewittShares Options Award
Agreement (US)
This Award Agreement and the Amended
and Restated Hewitt Associates, Inc. Global Stock and Incentive
Compensation Plan (the “Plan”) together govern your
rights under the Plan and set forth all of the conditions and
limitations affecting such rights. Capitalized terms used in this
Award Agreement shall have the meanings ascribed to them in the
Plan or in this Award Agreement. If there is any inconsistency
between the terms of this Award Agreement and the terms of the
Plan, the Plan’s terms shall supersede and replace the
conflicting terms of this Award Agreement. For purposes of this
Agreement “Hewitt” means the Company, its Affiliates,
and/or its Subsidiaries.
The Options granted to you under
this Award Agreement are Nonqualified Stock Options.
Overview of Your HewittShares
Option Grant
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1.
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Date of
Grant : The Date of Grant
is the date you were awarded the Options as set forth in the
personal statement accompanying the Award (“Date of
Grant”).
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2.
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Option
Term : The Options have
been granted for a period of ten (10) years from the Date of
Grant (“Option Term”).
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3.
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Vesting
Period : The Options do
not provide you with any rights or interests therein until they
vest in accordance with the schedule set forth in the personal
statement accompanying the Award.
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One hundred percent (100%) of
the unvested Options will vest upon your termination of employment
due to death, provided you have continued in the employment of
Hewitt through such event.
If you change your employment status
from a full-time Employee to a part-time Employee, you will
continue to vest in your Award if you work at least sixty percent
(60%) of Hewitt’s Standard Work Time during the
applicable Annual Vesting Period. If you work less than sixty
percent (60%) of Hewitt’s Standard Work Time in an
Annual Vesting Period, you will forfeit the portion of the Award
related to such Annual Vesting Period. For purposes of this Award
Agreement, “Standard Work Time” means forty
(40) hours per week; provided, however, allowable time off
(including, but not limited to, holidays and vacation) is included
when calculating the forty (40) hours per week. “Annual
Vesting Period” means the one-year period prior to each
vesting date set forth in the personal statement accompanying the
Award.
If you take a leave of absence
(i) for medical reasons (as determined in accordance with
Hewitt’s disability plans—meaning you qualify for
Disability benefits/salary continuation benefits), or (ii) in
compliance with any state or federal family or medical leave law
which requires Hewitt to continue to provide benefits under all
Hewitt benefit plans, or (iii) which does not exceed twelve
(12) weeks, you will continue to vest in your Award. If you
take a leave of absence in excess of twelve (12) weeks
(excluding allowable time off which includes, but is not limited
to, holidays and vacation) during which you do not qualify for
Disability benefits/salary continuation benefits or during which
Hewitt is not required to continue to provide benefits under all
Hewitt benefit plans (except for military service as described in
the next sentence of this paragraph) during any Annual Vesting
Period, you will forfeit the portion of the Award related to such
Annual Vesting Period. Notwithstanding anything herein to the
contrary, if you take a leave of absence for any service, voluntary
or involuntary, in the Armed Forces of the United States, you will
continue to vest in your Award. “Disability” for
purposes of this Award Agreement, shall mean disability pursuant to
the standards set forth in the Hewitt Associates LLC long-term
disability plan.
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4.
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Exercise : You, or your representative upon your death,
may exercise vested Options at any time prior to the termination of
the Options as provided in Paragraphs 6, 7, and 8.
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5.
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How to
Exercise : The Options
hereby granted shall be exercised by written notice to Smith
Barney, the administrator of the Plan (please refer to
www.benefitaccess.com for how to send such notice) or such
successor administrator, specifying the number of Shares you then
desire to purchase, together with a check payable to the order of
the Company for an amount in United States dollars equal to the
Option Price of such Shares or, delivery (or certification of
ownership) of any class of the Company’s stock having an
aggregate Fair Market Value (as of the trading date immediately
preceding the date of exercise) equal to such Option Price, or a
combination of cash and such Shares. The notice shall also specify
how any or all applicable federal, state, and local (domestic and
foreign) taxes, social insurance contributions, payroll taxes, or
other related tax withholding (“Tax-Related Items”)
will be satisfied.
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Subject to the approval of the
Board, you may be permitted to exercise pursuant to a
“cashless exercise” procedure, as permitted under the
Federal Reserve Board’s Regulation T, subject to securities
law restrictions, or by any other means which the Board, in its
sole discretion, determines to be consistent with the Plan’s
purpose and applicable law.
As soon as practicable after receipt
of such written notification and payment, the Company shall issue
or transfer to you, the number of Shares with respect to which such
Options shall be so exercised and not sold. However, if the Option
Price is satisfied by certification of previously acquired Shares,
the Company shall issue or transfer to you a number of Shares equal
to the number of Shares with respect to which the Options are
exercised less the number to which you have certified ownership.
Upon receipt of applicable Tax-Related Items, the Company shall
deliver to you a certificate or certificates, or evidence of book
entry Shares.
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6.
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Termination
of Options : The Options,
which vest as provided in Paragraph 3 above, shall terminate and be
of no force or effect as follows:
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(a) If your employment terminates
during the Option Term by reason of death, the Options terminate
and have no force or effect upon the earlier of: (i) twelve
(12) months after the date of death, or (ii) the
expiration of the Option Term;
(b) If your employment terminates
during the Option Term by reason of Retirement, the Options
terminate and have no force or effect upon the earlier of:
(i) sixty (60) months after your termination of
employment, or (ii) the expiration of the Option Term.
“Retirement” for purposes of this Award Agreement shall
mean your voluntary termination of employment with Hewitt on or
after you reach the age of fifty-five (55) and you have
completed five (5) years of service with Hewitt;
(c) If your employment terminates
during the Option Term due to your dismissal by Hewitt for Cause,
the Options terminate and have no force or effect as of the date
your employment terminates.
For purposes of this Award
Agreement, “Cause” means:
(i) Willful and continued failure to
substantially perform your duties with Hewitt after a written
demand for substantial performance is delivered to you that
specifically identifies the manner in which Hewitt believes that
you have willfully failed to substantially perform your duties, and
after you have failed to resume substantial performance of your
duties on a continuous basis within thirty (30) calendar days
of receiving such demand;
(ii) Willful engagement in conduct
(other than conduct covered under (i) above) which is
injurious to Hewitt, monetarily or otherwise;
(iii) Breach of any fiduciary duty
owed to the Company, including without limitation, engaging in
directly competitive acts while employed by the Company;
or
(iv) Conviction of, or plea of
guilty or nolo contendere to, a felony.
For purposes of clauses (i) and
(ii) of this definition, no act, or failure to act, on your
part shall be deemed “willful” unless done, or omitted
to be done, by you not in good faith and without reasonable belief
that the act, or failure to act, was in the best interests of
Hewitt.
(d) If your employment terminates
during the Option Term for any other reason other than described in
Paragraphs 6(a), (b), or (c) above, the Options terminate and
have no force or effect upon the earlier of: (i) ninety
(90) days after your termination of employment, or
(ii) the expiration of the Option Term; and
(e) If you continue employment with
Hewitt through the Option Term, the Options terminate and have no
force or effect upon the expiration of the Option Term.
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7.
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Change in
Control : In the event of
a Change in Control, all of the unvested Options shall become
immediately vested and exercisable. If your employment is
terminated by Hewitt within twelve (12) months following a
Change in Control, for reasons other than death, Retirement, or
Cause, the Options terminate and have no force or effect upon the
earlier of: (i) twelve (12) months after your termination
of employment, or (ii) the expiration of the Option
Term.
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8.
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Sale of a Division
: If there is a sale of a division
of Hewitt and you are an Employee of such division whose employment
by Hewitt is terminated as a result of the sale of said division,
or you remain employed by Hewitt after the sale of the division but
are terminated by Hewitt (other than a termination for Cause)
within twenty-four (24) months of the sale of said division, all
of
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