Exhibit 10.69
Conformed Copy
ACE LIMITED
EMPLOYEE STOCK PURCHASE
PLAN
(as amended through the
Third Amendment thereof,
effective March 1, 2007)
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
Page
|
|
SECTION 1.
GENERAL
|
|
1
|
|
|
|
|
|
|
1.1.
|
|
Purpose
|
|
1
|
|
|
|
|
|
|
1.2.
|
|
Operation and
Administration
|
|
1
|
|
|
|
SECTION
2. METHOD OF
PURCHASE
|
|
1
|
|
|
|
|
|
|
2.1.
|
|
Eligibility
|
|
1
|
|
|
|
|
|
|
2.2.
|
|
Participation
Election
|
|
1
|
|
|
|
|
|
|
2.3.
|
|
Purchase of
Stock
|
|
2
|
|
|
|
|
|
|
2.4.
|
|
Termination of
Participation
|
|
2
|
|
|
|
SECTION
3. OPERATION AND
ADMINISTRATION
|
|
3
|
|
|
|
|
|
|
3.1.
|
|
Effective
Date
|
|
3
|
|
|
|
|
|
|
3.2.
|
|
Shares Subject
to Plan
|
|
3
|
|
|
|
|
|
|
3.3.
|
|
Adjustments to
Shares
|
|
3
|
|
|
|
|
|
|
3.4.
|
|
Limit on
Distribution
|
|
4
|
|
|
|
|
|
|
3.5.
|
|
Withholding
|
|
4
|
|
|
|
|
|
|
3.6.
|
|
Transferability
|
|
4
|
|
|
|
|
|
|
3.7.
|
|
Limitation of
Implied Rights
|
|
4
|
|
|
|
|
|
|
3.8.
|
|
Evidence
|
|
5
|
|
|
|
|
|
|
3.9.
|
|
Action by
Employers
|
|
5
|
|
|
|
|
|
|
3.10.
|
|
Gender and
Number
|
|
5
|
|
|
|
SECTION
4. COMMITTEE
|
|
5
|
|
|
|
|
|
|
4.1.
|
|
Administration
|
|
5
|
|
|
|
|
|
|
4.2.
|
|
Selection of
Committee
|
|
5
|
|
|
|
|
|
|
4.3.
|
|
Powers of
Committee
|
|
5
|
|
|
|
|
|
|
4.4.
|
|
Delegation by
Committee
|
|
5
|
|
|
|
|
|
|
4.5.
|
|
Information to
be Furnished to Committee
|
|
6
|
|
|
|
|
|
|
4.6.
|
|
Liability and
Indemnification of Committee
|
|
6
|
|
|
|
SECTION
5. AMENDMENT AND
TERMINATION
|
|
6
|
|
|
|
SECTION
6. DEFINED
TERMS
|
|
6
|
i
ACE LIMITED
EMPLOYEE STOCK PURCHASE
PLAN
SECTION 1.
GENERAL
1.1. Purpose . The ACE
Limited Employee Stock Purchase Plan (the “Plan”) has
been established by ACE Limited (the “Company”) to
provide eligible employees of the Company and the Related Companies
with an opportunity to acquire a proprietary interest in the
Company through the purchase of common stock of the Company
(“Stock”). The Plan is intended to qualify as an
employee stock purchase plan under section 423 of the Code, and the
provisions of the Plan are to be construed in a manner consistent
with the requirements of that section.
1.2. Operation and
Administration . The operation and administration of the Plan
shall be subject to the provisions of Section 3. Capitalized
terms in the Plan shall be defined as set forth in Section 6
or elsewhere in the Plan.
SECTION 2.
METHOD OF PURCHASE
2.1. Eligibility . Plan
participation shall be available to (and shall be limited to) all
persons who are employees of the Employers, except that the
following persons shall not be eligible to participate in the
Plan:
|
|
(a)
|
An employee who
has been employed less than 500 hours and less than six
months.
|
|
|
(b)
|
An employee
whose customary employment is 20 hours or less per week.
|
|
|
(c)
|
An employee
whose customary employment is for not more than five months in any
calendar year.
|
|
|
(d)
|
An employee who
owns, or who would own upon the exercise of any rights extended
under the Plan and the exercise of any other option held by the
employee (whether qualified or non-qualified), shares possessing 5%
or more of the total combined voting power or value of all classes
of stock of the Company or of any parent or subsidiary
corporation.
|
Notwithstanding the foregoing
provisions of this subsection 2.1, an individual may participate in
the Plan for any Subscription Period only if he is employed by an
Employer on the first day of that period.
2.2. Participation Election .
The Committee shall establish “Subscription Periods” of
not longer than one year for the accumulation of funds necessary
for payment of the Purchase Price (as defined in subsection 2.3) of
Stock under the Plan. For any Subscription Period, an eligible
employee shall become a Plan ‘Participant’ by filing,
with the Committee, a written payroll deduction authorization with
respect to Compensation otherwise payable to the Participant
during
