- Current report filing (8-K)
28 Aprile 2009 - 10:17PM
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):
April 22, 2009
Aon
Corporation
(Exact Name of
Registrant as Specified in Charter)
Delaware
|
|
1-7933
|
|
36-3051915
|
(State or Other
Jurisdiction
of Incorporation)
|
|
(Commission File
Number)
|
|
(IRS Employer
Identification No.)
|
|
|
|
|
|
200
East Randolph Street, Chicago, Illinois
|
|
60601
|
(Address of
Principal Executive Offices)
|
|
(Zip Code)
|
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)
On April 22, 2009, the Organization
and Compensation Committee (the Committee) of the Board of Directors of Aon
Corporation (Aon or the Company) approved a performance-based long-term
incentive award to Andrew M. Appel, one of the Companys executive officers who
was named in the Summary Compensation Table for Fiscal Years 2008, 2007 and
2006 of Aons Proxy Statement for the 2009 Annual Meeting of Stockholders
(each, a named executive officer). The
awards for Mr. Appel and other eligible recipients were granted pursuant
to the Aon Benfield Performance Program, which the Committee approved and
adopted on April 22, 2009 as a sub-plan of the Aon Stock Incentive Plan,
as amended and restated effective January 1, 2006 (the Stock Plan). The Aon Benfield Performance Program is
part of Aons broad-based stock award strategy that is intended to drive the
overall success of Aon while encouraging employee retention.
The Aon Benfield
Performance Program award granted to Mr. Appel and the other eligible
recipients represents a target number of performance share units that will be
earned and settled in Aon common stock based upon Aon Benfields performance
relative to a cumulative adjusted segment pretax income target over the period
beginning January 1, 2009 and ending December 31, 2011 (the Performance
Period). The total performance score
can range from a minimum of 0% to a maximum of 200% of target. The Committee has the discretion to adjust
Aon Benfields performance results or the target to take into account
extraordinary or unusual items occurring during the Performance Period. The nominal value of the awards was
determined by the Committee, and the number of target performance share units
was calculated as of the date of grant based upon the fair market value of Aon
common stock as of such date. Upon
completion of the Performance Period, an award will be determined and settled
in Aon common stock.
On April 22, 2009,
under the Aon Benfield Performance Program, Mr. Appel was awarded 37,129
target performance share units.
In addition, on April 27,
2009, the Company entered into: (i) an amendment (the Appel Amendment)
to the existing employment agreement dated as of July 15, 2005 and amended
effective March 13, 2008 between the Company and Mr. Appel; and (ii) an
amendment (the Devine Amendment, and together with the Appel Amendment, the Amendments)
to the existing employment agreement dated as of May 2, 2005 and amended
effective March 13, 2008 between the Company and Ted T. Devine, another of
the Companys named executive officers.
The Amendments modify the
terms of the existing employment agreements of each of Mr. Appel and Mr. Devine
to, among other things: (i) extend the term of employment; (ii) clarify
their respective positions, duties and responsibilities within the Company; (iii) provide
for a grant of restricted stock units; and (iv) modify the termination
provisions to limit the amount paid by the Company in the event of a
termination without cause. In addition, the Devine Amendment further modifies Mr. Devines
existing employment agreement to permit Mr. Devine to terminate his
employment with the Company for good reason.
The foregoing summaries
of the Amendments are qualified in their entirety by reference to each of the
Appel Amendment and the Devine Amendment, copies of which are attached hereto
as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by
reference.
2
Item 9.01. Financial Statements and Exhibits.
(a)(c)
|
Not
applicable.
|
|
|
(d)
|
Exhibits:
|
Exhibit
Number
|
|
Description of Exhibit
|
10.1
|
|
Amendment to Employment Agreement
dated as of April 27, 2009 between Aon Corporation and Andrew M. Appel.
|
|
|
|
10.2
|
|
Amendment to Employment Agreement
dated as of April 27, 2009 between Aon Corporation and Ted T. Devine.
|
3
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.
|
Aon CORPORATION
|
|
|
|
By:
|
/s/ Richard E. Barry
|
|
|
|
|
|
Richard E. Barry
|
|
|
Vice
President and Deputy General Counsel
|
Date: April 28,
2009
4
EXHIBIT INDEX
Exhibit
Number
|
|
Description of Exhibit
|
10.1
|
|
Amendment to Employment Agreement
dated as of April 27, 2009 between Aon Corporation and Andrew M. Appel.
|
|
|
|
10.2
|
|
Amendment to Employment Agreement
dated as of April 27, 2009 between Aon Corporation and Ted T. Devine.
|
5
Grafico Azioni AON (NYSE:AOC)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni AON (NYSE:AOC)
Storico
Da Lug 2023 a Lug 2024