|
Exhibit
99.2
HEWITT
HewittShares Options Award Agreement
(US)
This Award Agreement and the Hewitt
Associates, Inc. Amended and Restated 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
| 1. |
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”). [For persons
whose compensation may be subject to IRC Section 162(m) add:
This grant is subject to stockholder approval of the Amended Global
Stock and Incentive Compensation Plan at the Annual meeting of
Stock Holders to be held January 30, 2008.] |
| 2. |
Option Term : The Options have been granted for a period
of ten (10) years from the Date of Grant (“Option
Term”). |
| 3. |
Vesting Period : The Options do not provide you with any
rights or interests therein until they vest in accordance with the
following: |
| |
(a) |
Twenty-five percent (25%) of the Units will vest, on each
of the first, second, third, and fourth anniversaries of
September 30, 2007, provided you have continued in the
employment of Hewitt through such anniversary or anniversaries
(this time period is referred to herein as the “Vesting
Period”). |
| |
(b) |
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 each one-year period subsequent to the
Award’s Date of Grant.
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.
xi
| 4. |
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, 8, and 9. |
| 5. |
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 applicable tax withholding will be
satisfied. |
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 withholding taxes,
the Company shall deliver to you a certificate or certificates, or
evidence of book entry Shares.
| 6. |
Termination of Options : The Options, which vest as
provided in Paragraph 3 above, shall terminate and be of no force
or effect as follows: |
| |
(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. |
xii
For purposes of clauses
(i) and (ii) of this definition, no act, or failure to
act, on your part shall be deemed “willful
|
