Exhibit 10.41
ONEshares Options Award Agreement
Congratulations on your selection as a
Participant in the Hewitt Associates, Inc. Global Stock and
Incentive Compensation Plan (the “Plan”). This Award
Agreement and 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.
The Options granted to you under
this Award Agreement are Nonqualified Stock Options.
Overview of Your ONEshares 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
attached personal statement (“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 following:
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(a)
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Twenty-five
percent (25%) of the Options (rounded to a whole Share) will
vest on each of the first, second, third, and fourth anniversaries
of the Date of Grant, provided you have continued in the employment
of the Company, its Affiliates, and/or its Subsidiaries through
such anniversary or anniversaries.
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(b)
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One hundred
percent (100%) of the unvested Options will vest upon your
termination of employment due to death or Disability, provided you
have continued in the employment of the Company, its Affiliates,
and/or its Subsidiaries through such event.
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(c)
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If you
terminate employment due to Retirement within twelve
(12) months of the Date of Grant, the Options will vest on a
prorated basis, with the prorated amount determined by taking the
number of Options granted to you within the twelve (12) month
period prior to Retirement, multiplied by a fraction, the numerator
of which is the number of completed months that have elapsed, since
the Date of Grant through your effective date of Retirement, and
the denominator of which is twelve (12). If, however, you terminate
employment due to Retirement after the initial twelve
(12) month period, one hundred percent (100%) of the
unvested Options will vest upon your termination of employment due
to Retirement, provided you have continued in the employment of the
Company, its Affiliates, and/or its Subsidiaries through such
event.
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“Retirement” for
purposes of this Award Agreement shall mean termination of
employment with the Company, its Affiliates, and/or its
Subsidiaries for any reason other than a leave of absence, death,
Disability, or Cause on or after the attainment of age fifty-five
(55) with five (5) years of service.
“Disability” for purposes of this Award Agreement shall
mean a total and permanent disability pursuant to the standards set
forth in the Hewitt Associates, Inc. long-term disability
plan.
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 the Company’s Standard Work Time during the
applicable Annual Vesting Period. If you work less than sixty
percent (60%) of the Company’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, sick days, 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 for
medical reasons (as determined in accordance with the
Company’s disability plans—meaning you qualify for
disability benefits/salary continuation benefits), you will
continue to vest in your Award. If you take a leave of absence for
nonmedical reasons (except for military service as described in the
next sentence of this paragraph) and you are on leave for more than
three (3) months (excluding allowable time off which includes,
but is not limited to, holidays, sick days, and vacation) during
any Annual Vesting Period, you will forfeit the portion of the
Award related to such Annual Vesting Period; provided, however, if
the state law which you are subject to allows you to take a leave
of absence for nonmedical reasons for a period in excess of three
(3) months, and the state law requires the Company to continue
to provide benefits under all Company benefit plans, the
requirements of such state law shall override this general
provision. 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.
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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 Salomon
Smith Barney or such other 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.
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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
Sha
