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Exhibit 10.2
AFFILIATED MANAGERS GROUP,
INC.
LONG-TERM STOCK AND INVESTMENT PLAN
ARTICLE I
INTRODUCTION
The purpose of the Plan (as defined
below) is to aid the Company (as defined below) in recruiting and
retaining employees of outstanding ability and to motivate such
employees to exert their best efforts on behalf of the Company by
providing incentives through the granting of Awards (as defined
below).
ARTICLE II
DEFINITIONS
The following capitalized terms used
in the Plan have the respective meanings set forth
below:
2.1.
“
Account ” shall mean the account or subaccount
established and maintained for Awards granted to a Participant, as
described in Article V of the Plan. Accounts shall be
maintained solely as bookkeeping entries to evidence unfunded
obligations of the Company.
2.2.
“
Administrator ” shall mean the Chief Executive Officer
of the Company or his or her designee.
2.3.
“
Award ” shall mean a cash award that shall be credited
to a Participant’s Account.
2.4.
“ Award
Agreement ” shall mean any written agreement, contract,
or other instrument or document evidencing an Award, which may, but
need not, be executed or acknowledged by a Participant.
2.5.
“
Company ” shall mean Affiliated Managers
Group, Inc.
2.6.
“
Hypothetical Investment ” shall mean an investment
vehicle specified by the Administrator.
2.7.
“
Participant ” shall mean an employee who has been
granted an Award under the Plan.
2.8.
“
Plan ” shall mean the Affiliated Managers
Group, Inc. Long-Term Stock and Investment Plan.
2.9.
“
Stock ” shall mean common stock of the
Company.
ARTICLE III
PARTICIPATION
3.1.
Participation
. Each
employee designated by the Administrator shall become a Participant
in the Plan on the date he or she is granted an Award under the
Plan.
3.2.
Continuity of
Participation . A Participant shall
remain a Participant until the date he or she receives a
distribution of the entire vested portion of his or her Accounts
or, if earlier, the date such Participant’s interest in his
or her Accounts is forfeited.
ARTICLE IV
AWARDS
4.1.
Grant of
Awards . The Administrator, in
his sole discretion, may grant Awards to employees of the
Company. Subject to the provisions of the Plan, the
Administrator shall determine: (a) the amount to be
awarded under such Awards; (b) the vesting provisions of an
Award; and (c) all other terms and conditions of such
Awards.
4.2.
Termination of
Employment . If a
Participant’s employment with the Company terminates for any
reason, an Award, to the extent not then vested, shall expire and
be immediately canceled by the Company without
consideration.
ARTICLE V
ACCOUNTS
5.1.
Establishment
of Accounts . One or more Accounts
will be established for each Participant, as determined by the
Administrator. The amount of an Award shall be credited to an
Account as of the date of grant of an Award and shall be invested
in the Hypothetical Investments as of the date specified in an
Award. The amounts of hypothetical income, distributions and
appreciation and depreciation in the value of such Account will be
credited and debited to, or otherwise reflected in, such account
from time to time.
5.2.
Hypothetical
Investment Vehicles . Amounts credited to
an Account shall be deemed to be invested, at the
Participant’s direction (as described in Section 5.2),
in one or more Hypothetical Investments and, if no election is
made, as prescribed by the terms of the Award Agreement. At
the discretion of the Administrator any Hypothetical Investment
available under the Plan may be changed or
discontinued.
5.3.
Allocation and
Reallocation of Hypothetical Investments . A Participant may
allocate amounts credited to the Participant’s Account to one
or more of the Hypothetical Investments authorized under the
Plan. Unless otherwise determ
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