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Exhibit
99.1
H
FY2008
Performance Share Program
Award Agreement
Name
Hewitt ID
Segment
Location
Congratulations on your selection as a
Participant in the Performance Share Program
(“Program”) which is governed by the Hewitt Associates,
Inc. Amended and Restated Global Stock and Incentive Compensation
Plan (the “Plan”). This Award Agreement and the Plan
together govern your rights under the Program and set forth all of
the conditions and limitations affecting such rights. Terms used in
this Award Agreement that are defined in the Plan shall have the
meanings ascribed to them in the Plan. 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.
Overview of Your Performance
Share Units
| 1. |
Number of Performance Share Units Granted :
. [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. |
Date of Grant: December 3, 2007 |
| 3. |
Performance Cycle. The Performance Cycle commences on
October 1, 2007, and ends on September 30,
2008. |
| 4. |
Vesting Cycle. The Vesting Cycle commences upon date of
grant and vests ratably over three years, ending on
September 30, 2010 at which point all units earned shall be
fully vested. |
| 5. |
Performance Measure(s): The measures used to determine
payouts under this program include the following: |
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(a) |
“Pretax Operating Income,” |
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(c) |
“Voluntary Turnover,” and |
These measures are defined in
the FY2008 Operating Plan.
| 6. |
Amount of Award Earned. The amount distributable to the
Participant under the Award Agreement shall be equal to the number
of Performance Share Units granted in Section 1 multiplied by
the Earned Percent of Performance Share Units Awarded, determined
in accordance with the following schedule: |
| 7. |
Revision of Performance Measures. The Performance
Measures set forth in this Award Agreement may be modified by the
Committee during, and after the end of, the Performance Cycle to
reflect significant events that occur during the Performance Cycle;
provided, however, that if the Participant is or will be a Covered
Employee for purposes of Code Section 162(m), then such
modification can only be undertaken in a manner consistent with the
requirements of Section 162(m) and the regulations
thereunder. |
| 8. |
Settlement of Award. Hewitt shall deliver to you one
Share of common stock for each Performance Share Unit earned by
you, as determined in accordance with the provisions of
Section 6, or, in the alternative at the sole discretion of
Hewitt, Hewitt shall deliver to you the cash value of each
Performance Share Unit earned by you. Any fractional Shares of
common stock for Performance Share Unit payable to you in
accordance with this Section shall be rounded up to the nearest
whole Share of common stock. |
| 9. |
Time of Payment. Except as otherwise provided in this
Award Agreement, payment in cash or Shares of common stock, earned
pursuant to this Performance Share Program Award Agreement, will be
made within two and one-half months (2-1/2) after the end of the
Vesting Cycle. |
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| 10. |
Eligibility for Earned Performance Shares. You will be
eligible for payment of earned Performance Shares, as specified in
Section 8, only if your employment with Hewitt: |
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(a) |
Continues through the end of the Vesting Cycle; |
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(b) |
Is terminated due to your Death occurring between the end of
the Performance Cycle and the End of the Vesting Cycle;
or |
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(c) |
Is terminated due to your Disability, pursuant to the standards
set forth in the Hewitt Associates, Inc. Long-Term Disability Plan,
occurring between the end of the Performance Cycle and the end of
the Vesting Cycle. |
In the event your employment terminates
pursuant to Section 10(b) or 10(c) above, the distribution of
any earned Performance Shares will be made within two and one-half
(2-1/2) months the calendar year in which your employment
terminates. In the event of your death, your beneficiary or estate
shall be entitled to the earned Performance Shares to which you
otherwise would have been entitled under the same conditions as
would have been applicable to you.
| 11. |
Termination of Employment for Other Reasons : In the
event that your employment with Hewitt terminates during the
Vesting Cycle, for any reason other than those reasons set forth in
Paragraphs 10(b) through 10(c), all unvested Units you hold at the
time of your employment termination shall be forfeited to the
Company. |
| 12. |
Nontransferability : During the Vesting Cycle,
Performance Share Units awarded pursuant to this Award Agreement
may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated (“Transfer”), other than by
will or by the laws of descent and distribution, except as provided
in the Plan. If any Transfer, whether voluntary or involuntary, of
Performance Share Units is made, or if any attachment, execution,
garnishment, or lien shall be issued against or placed upon the
Performance Shares Units your right to such Performance Share Units
shall be immediately forfeited to Hewitt, and this Award Agreement
shall lapse. |
| 13. |
Change in Control : Notwithstanding anything to the
contrary in this Award Agreement, in the event of a Change in
Control prior to the end of the Performance Cycle, all units
granted under this Award will become 100% earned as if a target
level of performance had |
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