Aon Corp - Current report filing (8-K)
25 Settembre 2008 - 11:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported):
September 19, 2008
Aon Corporation
(Exact Name of Registrant as Specified in
Charter)
Delaware
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1-7933
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36-3051915
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(State or Other
Jurisdiction
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(Commission File
Number)
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(IRS Employer
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of
Incorporation)
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Identification
No.)
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200
East Randolph Street, Chicago, Illinois
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60601
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including
area code:
(312) 381-1000
Not
Applicable
(Former Name or Former Address, if
Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e)
Amendment to Severance Agreement
with Certain Named Executive Officers
On September 19,
2008, the Board of Directors (the Board) of Aon Corporation (the Company)
approved amendments to the standard form of Severance Agreement relating to
severance benefits provided in connection with a change in control of the
Company (the Agreement), a copy of which was filed as Exhibit 10(z) to
the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2004. The Company has entered into the
Agreement with certain of its key executive officers in order to secure their
continued service and to ensure their dedication and objectivity in the event
of an actual or threatened change in control of the Company. Each of Andrew M. Appel, Stephen P. McGill
and Michael D. OHalleran are the named executive officers of the Company
currently party to the Agreement.
The Organization and
Compensation Committee of the Board recommended the amendments to the Agreement
to the Board. The Company intends to
enter into amended agreements with each of the individuals currently party to
the Agreement, including Messrs. Appel, McGill and OHalleran. The amendments do not alter the severance
benefits provided in the event of a change in control to Gregory C. Case
pursuant to his individual change in control agreement with the Company.
The Agreement was amended
to modify the cash severance payment due from the Company if: (i) a change in control occurs; and (ii) within
24 months of the change of control, an executive officers employment is
terminated by the Company without cause or by the executive officer for good
reason, all as defined in the Agreement.
Prior to the amendment, the cash severance payment due under these
circumstances was equal to three times the Executives highest annual base
salary in effect during the twelve-month period prior to the termination
date. The Agreement now provides for a
cash severance payment equal to two times the sum of: (a) the executive officers annual base
salary in effect on the termination date plus (b) the average incentive
compensation paid to the executive officer by the Company over the previous two
years.
The Agreement was also
amended to reduce the time period during which health and welfare benefits
coverage would continue, and for which additional years of age, service or plan
contributions would be credited, from three years to two years. Finally, the Agreement was amended to require
a full release of claims in connection with the payment of change in control
benefits and to provide for the delay of any payments required by Section 409A
of the Internal Revenue Code.
Office and Secretarial Assistance
for former Chairman
On September 19, 2008, the Board also approved
an additional arrangement for Patrick G. Ryan, the former Chairman and a
current named executive officer of the Company, in which Mr. Ryan will be
provided with secretarial assistance, office space and office equipment for the
remainder of Mr. Ryans life. The
actuarial value of this benefit is approximately $1.6 million.
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Aon
CORPORATION
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By:
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/s/
D. Cameron Findlay
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D. Cameron Findlay
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Executive
Vice President and General Counsel
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Date:
September 25, 2008
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3
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