Exhibit 10.4
For Awards made after
August 16, 2006
Restricted Stock Unit Award
Terms
under the
ACE Limited 2004 Long-Term
Incentive Plan
The Participant has been granted a
Restricted Stock Unit Award by ACE Limited (the
“Company”) under the ACE Limited 2004 Long-Term
Incentive Plan (the “Plan”). The Restricted Stock Unit
Award shall be subject to the following Restricted Stock Unit Award
Terms:
1. Terms of Award . Subject
to the following Restricted Stock Unit Award Terms, the Participant
has been granted the right to receive shares of Stock of the
Company (“Units”) as of the Delivery Date. Each
“Unit” represents the right to receive one share of
Stock. The following words and phrases used in these Restricted
Stock Unit Award Terms shall have the meanings set forth in this
paragraph 1:
(a) The “Participant” is
the individual recipient of the Unit Award on the specified Grant
Date.
(b) The “Grant Date” is
[Insert the date].
(c) The number of
“Units” shall be that number of Units awarded to the
Participant on the Grant Date as reflected in the corporate records
and shown in the Record-Keeping System in the Participant’s
individual account records.
(d) The “Delivery Date”
shall be end of the Restricted Period, with respect to the
applicable Units.
(e) Other words and phrases used in
these Restricted Stock Unit Award Terms are defined pursuant to
paragraph 9 or elsewhere in these Restricted Stock Unit Award
Terms.
2. Restricted Period .
Subject to the limitations of these Restricted Stock Unit Award
Terms, the “Restricted Period” for each Installment of
Units shall begin on the Grant Date and end as described in the
following schedule (but only if the Date of Termination has not
occurred before the end of the Restricted Period):
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INSTALLMENT
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RESTRICTED
PERIOD WILL
END ON:
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1 / 4
of Restricted Stock Units
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One year anniversary of the Grant Date
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1 / 4
of Restricted Stock
Units
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Two year anniversary of the Grant Date
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1 / 4
of Restricted Stock
Units
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Three year anniversary of the Grant Date
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1 / 4
of Restricted Stock
Units
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Four year
anniversary of the Grant Date
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The Restricted Period shall end
prior to the date specified in the foregoing schedule to the extent
set forth below:
(a) For Installments as to which the
Restricted Period has not ended prior to the Date of Termination,
the Restricted Period for such Installments shall end upon the
Participant’s Date of Termination, if the Date of Termination
occurs by reason of the Participant’s death.
(b) For Installments as to which the
Restricted Period has not ended prior to the Date of Termination,
the Restricted Period for such Installments shall end upon the
Participant’s Date of Termination, if the Date of Termination
occurs by reason of the Participant’s Long-Term
Disability.
(c) For Installments as to which the
Restricted Period has not ended prior to the date of a Change in
Control, the Restricted Period for such Installments shall end upon
a Change in Control, provided that such Change in Control occurs on
or before the Date of Termination.
3. Transfer and Forfeiture of
Shares . Except as otherwise determined by the Committee in its
sole discretion, the Participant shall forfeit the Units as of the
Participant’s Date of Termination, if such Date of
Termination occurs prior to the end of the Restricted Period which
applies to those Installments. If the Participant’s Date of
Termination has not occurred prior to the last day of the
Restricted Period with respect to any Installment of the Units,
then, as soon as administratively practicable following the end of
such Restricted Period, that Installment of Units shall be
delivered to the Participant in the form of Stock free of all
restrictions.
4. Withholding . All
deliveries and distributions under these Restricted Stock Unit
Award Terms are subject to withholding of all applicable taxes. At
the election of the Participant, and subject to such rules and
limitations as may be established by the Committee from time to
time, such withholding obligations may be satisfied through the
surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the
Plan.
5. Transferability . Except
as otherwise provided by the Committee, the Restricted Stock Unit
Award may not be sold, assigned, transferred, pledged or otherwise
encumbered during the Restricted Period.
6. Dividends . The
Participant shall be permitted to receive cash payments equal to
the dividends and distributions paid on shares of Stock to the same
extent as if each Unit was a Share of Stock, and those shares were
not subject to the restrictions imposed by this Agreement and the
Plan; provided, however, that no dividends or distributions shall
be payable to or for the benefit of the Participant with respect to
record dates for such dividends or distributions occurring on or
after the date, if any, on which the Participant has forfeited the
Units.
7. Voting . The Participant
shall not be a shareholder of record with respect to the Units and
shall have no voting rights with respect to the Units during the
Restricted Period.
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8. Participant’s
Rights
