Exhibit III
STOCK RESTRICTION AGREEMENT
This STOCK RESTRICTION AGREEMENT (this "AGREEMENT") is made and entered
into this 16th day of July, 2001, among (i) Aon Corporation, a Delaware
corporation (the "COMPANY"), and (ii) Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xxxxxxx
X. Xxxx, Xx., Xxxxxx X.X. Xxxx, the Xxxxxxx X.X. Xxxx Living Trust dated July
13, 2001, the Xxxxxxx X. Xxxx Living Trust dated July 10, 2001, the Xxxxxxx X.
Xxxx Living Trust dated July 10, 2001, the 2001 Xxxx Annuity Trust dated April
20, 2001 and the Family GST Trust under the PGR 2000 Trust dated November 22,
2000 (each such person or entity listed in this clause (ii) a "XXXX FAMILY
MEMBER" and collectively, the "XXXX FAMILY MEMBERS").
RECITALS
A. The Company, Holdco #1, Inc., a Delaware corporation and a
wholly-owned subsidiary of the Company ("RHC SUB"), Holdco #2, Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company ("REC SUB"), Xxxx
Holding Corporation of Illinois, a Delaware corporation ("RHC"), Xxxx
Enterprises Corporation of Illinois, a Delaware corporation ("REC"), and the
Xxxx Family Members are parties to that certain Agreement and Plan of Merger
dated July 16, 2001 (the "MERGER AGREEMENT");
B. Section 7.1(b)(iii) of the Merger Agreement, requires that and each
Xxxx Family Member execute and deliver this Agreement concurrently with the
execution and delivery of the Merger Agreement; and
C. The Company would not be willing to enter into the Merger Agreement
and consummate the Mergers and would not be willing to cause RHC Sub or REC Sub
to enter into the Merger Agreement or consummate the Mergers (as defined in the
Merger Agreement) unless each Xxxx Family Member agreed to restrict the Transfer
(as defined below) of the Company's common stock, $1.00 par value per share
("COMMON STOCK"), owned or hereafter acquired by such Xxxx Family Member in
accordance with the terms, provisions and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals, which are deemed part
of this Agreement, the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement do hereby agree as follows:
Section 1. DEFINITIONS. As used in this Agreement, initially
capitalized terms shall have the following meanings:
(a) "BUSINESS DAY" means for all purposes, a day other than
Saturday or Sunday on which banks are open for business in Chicago, Illinois.
(b) "CHARITABLE ORGANIZATIONS" means an organization that
qualifies as a tax exempt organization pursuant to 501(c)(3) of the Code.
(c) "CODE" means the Internal Revenue Code of 1986, as it may
be amended from time to time.
(d) "COMMISSION" shall mean the Securities and Exchange
Commission or any other federal agency at the time administering the Securities
Act.
(e) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, or any similar successor federal statute, and the rules and
regulations thereunder, all as the same shall be in effect at the time.
(f) "FAMILY TRANSFEREE" shall mean Xxxxxxx X. Xxxx, Xxxxxxx X.
Xxxx, Xxxxxxx X. Xxxx Xx., Xxxxxx X. X. Xxxx, Xxxxxxx X. X. Xxxx, and any
descendants or spouses of the foregoing and the spouses of any such descendants.
(g) "PERMITTED TRANSFEREE" shall mean (i) a Family Transferee,
(ii) the custodian under any Uniform Transfers to Minors Act or similar law for
a minor who is a Family Transferee, (iii) a trust (including a voting trust) of
which one or more Family Transferees and Charitable Organizations are the
primary beneficiaries, (iv) a corporation of which one or more Family
Transferees or such Family Transferees' Permitted Transferees (as determined
under this subsection 1(g)) collectively beneficially own a majority of the
combined voting power of the outstanding capital stock entitled to vote for the
election of directors, a partnership of which one or more Family Transferees or
such Family Transferees' Permitted Transferees (as determined under this
subsection 1(g)) collectively beneficially own a majority of the partnership
interests entitled to participate in the management of the partnership, a member
managed limited liability company of which one or more Family Transferees or
such Family Transferees' Permitted Transferees (as determined under this
subsection 1(g)) collectively beneficially own a majority of the outstanding
member interests entitled to participate in the management of the limited
liability company, or a manager managed limited liability company of which a
majority of the managers entitled to participate in decisions with respect to
the voting or disposition by the limited liability company of the Restricted
Shares are either Family Transferees or such Family Transferees' Permitted
Transferees (as determined under this subsection 1(g)), (v) the estate of a
Family Transferee, or the executor, administrator or personal representative of
the estate of a Family Transferee, (vi) the guardian, conservator, or custodian
of any Family Transferee adjudged disabled by a court of competent jurisdiction,
(vii) a nominee of a Family Transferee, provided such Family Transferee
possesses the power to direct the voting and disposition of the Restricted
Shares placed in the nominee's name, (viii) the Company or any subsidiary of the
Company (herein collectively referred to sometimes as the "Company") and (ix) if
the Company's rights with respect to any Restricted Shares not issued by the
Company have been assigned to the issuer of such Restricted Shares, the issuer
of such Restricted Shares or any subsidiary of such issuer. For purposes of this
definition of "PERMITTED TRANSFEREE":
(i) The relationship of any person that is derived by
or through legal adoption shall be considered a natural one.
(ii) Each joint owner of Restricted Shares shall be
considered a holder of such shares who must qualify as a Permitted
Transferee.
(iii) Unless otherwise specified, the term "person"
means both natural persons and legal entities.
(iv) Each reference to a corporation (including the
Company) or limited liability company shall include any successor
corporation or limited liability company resulting from merger,
consolidation, reorganization or recapitalization; each reference to a
partnership shall include any successor partnership resulting from the
death or withdrawal of a partner; each reference to a trustee, executor
or any other personal representative shall include any successor
trustee, successor executor or successor personal representative.
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(h) "RESTRICTED HOLDER" shall mean (i) a Xxxx Family Member or
(ii) any person or legal entity which from time to time becomes, whether
pursuant to the terms of this Agreement or otherwise, subject to any of the
restrictions on transfer of Restricted Shares set forth in this Agreement.
(i) "RESTRICTED SHARES" shall mean all shares of Common Stock
now owned or hereafter acquired by a Restricted Holder, all shares of capital
stock or other securities, whether issued by the Company or otherwise, issued or
paid as dividends or other distributions on such shares of Common Stock or other
shares of capital stock or securities constituting Restricted Shares, including
any shares of Common Stock received by a Restricted Holder upon consummation of
the Mergers and any shares of Common Stock held pursuant to the Escrow Agreement
(as defined in the Merger Agreement) or subsequently distributed pursuant to the
terms thereof.
(j) "RULE 144" shall mean Rule 144 as promulgated by the
Commission under the Securities Act, as such rule may be amended from time to
time, or any similar successor rule that may be promulgated by the Commission.
(k) "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar successor federal statue, and the rules and regulations
thereunder, all as the same shall be in effect at the time.
(l) "TRANSFER" shall mean any sale, transfer, conveyance,
grant, encumbrance, pledge, hypothecation, gift, donation, bequest, devise or
other disposition, whether direct or indirect, whether or not for value, and
shall include any disposition of the economic or other risks of ownership of
Restricted Shares, including (i) a liquidation, dissolution or winding up of the
Restricted Holder, (ii) an acquisition (whether by share exchange, merger,
reorganization, tender offer or otherwise) of the Restricted Holder or (iii) the
sale, transfer, conveyance, grant, encumbrance, pledge, hypothecation, gift,
donation, bequest, devise or other disposition, whether direct or indirect,
whether or not for value, of options, warrants, rights or other securities
convertible into Restricted Shares, in which case the number of shares of
Restricted Shares into which such options, warrants, rights or other securities
are convertible shall be deemed to have been Transferred.
Section 2. RESTRICTIONS ON TRANSFER AND SALE OF RESTRICTED SHARES. Each
Restricted Holder hereby agrees that no Restricted Shares now owned or hereafter
acquired by such Restricted Holder will be Transferred by such Restricted
Holder, either directly or indirectly, except as follows:
(a) A Restricted Holder may Transfer Restricted Shares to any
other Restricted Holder or a Permitted Transferee; provided that in the case of
a Transfer to a Permitted Transferee that is not a Restricted Holder, the
Permitted Transferee agrees in writing, a copy of which is delivered to the
Company and any other issuer of Restricted Shares, to be bound, with respect to
the Restricted Shares so Transferred, by the provisions of this Agreement;
(b) A Restricted Holder may Transfer Restricted Shares as a
donation to a Charitable Organization;
(c) A Restricted Holder may Transfer Restricted Shares by sale
on a national securities exchange or by means of an inter-dealer quotation
system maintained by a registered securities association, but only to the extent
such sales made by each Restricted Holder, together with sales by such
Restricted Holder's Permitted Transferees of Restricted Shares transferred by
such Restricted Holder to such Permitted Transferees, do not exceed the amount
which would be permitted to be sold by each such Restricted Holder under Rule
144; PROVIDED, that prior to the fifth anniversary of the date of this Agreement
(i) each Restricted Holder shall be deemed to be an "affiliate" (within the
meaning of Rule
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144) of the Company regardless of whether or not such Restricted Holder is in
fact an "affiliate" (within the meaning of Rule 144) of the Company or
otherwise subject to the provisions of Rule 144 and (ii) such Restricted
Holder, the other Restricted Holders and all of such Restricted Holders'
Permitted Transferees shall be deemed to be the same "person" (within the
meaning of Rule 144) regardless of whether or not such Restricted Holder, the
other Restricted Holders and all of such Restricted Holders' Permitted
Transferees are in fact the same "person" (within the meaning of Rule 144);
(d) A Restricted Holder may Transfer Restricted Shares to a
person other than a Permitted Transferee in a transaction effected without
registration under the Securities Act or applicable state securities laws on
terms and under circumstances corresponding to those terms and circumstances on
and under which exempt private placements may be made by the Company pursuant to
Section 4(2) of the Securities Act; PROVIDED that the Restricted Holder complies
with the terms and provisions of Section 3 below;
(e) A Restricted Holder may pledge, hypothecate or encumber
Restricted Shares, to the extent such pledge, hypothecation or encumbrance is
made to a party pursuant to a bona fide pledge, hypothecation or encumbrance of
such Restricted Shares as collateral security for indebtedness due to such party
(the "BONA FIDE PLEDGEE"), PROVIDED that (i) upon any release or termination of
such pledge, hypothecation or encumbrance, such shares shall continue to
constitute Restricted Shares and the holder of such Restricted Shares shall be
subject to the terms of this Agreement, (ii) in the event of foreclosure or
other similar action (including, with respect to indebtedness incurred pursuant
to a loan agreement or credit facility entered into on or prior to the date of
this Agreement, any other sale or transfer of such shares at a time when the
lender is entitled to exercise its right to foreclose and sell such pledged
shares under the terms and conditions of the pledge, security or similar
agreement related to such loan agreement or credit facility where the proceeds
therefrom will be used to satisfy such indebtedness (and costs and expenses
payable by the borrower pursuant to such loan agreement or credit facility) upon
a default of the borrower's obligations under the terms of such loan agreement
or credit facility) by the Bona Fide Pledgee, any such pledged shares may be
transferred in any manner permitted by law free and clear of all terms,
conditions and restrictions contained in this Agreement and (iii) with respect
to any bona fide pledge, hypothecation or encumbrance of Restricted Shares
granted or executed pursuant to a credit facility or loan agreement entered into
after the date of this Agreement, the Bona Fide Pledgee agrees to notify the
Company in writing, and in the manner specified in Section 13 of this Agreement,
at least 3 business days prior to any foreclosure or similar action or any
transfer by the Bona Fide Pledgee;
(f) A Restricted Holder may Transfer Restricted Shares
pursuant to the terms of any tender offer made pursuant to Regulation 14D
promulgated under the Exchange Act or exchange offer pursuant to a registration
statement filed under the Securities Act to purchase or acquire any portion of
the outstanding securities constituting the same class of securities as the
Restricted Shares being transferred pursuant to this Section 2(f) which is
extended equally to all holders of securities of such class and which is
approved by the board of directors of the issuer of such class of securities,
PROVIDED that (i) the per share consideration offered in such transaction to the
Restricted Holders for their Restricted Shares is the same as the per share
consideration offered to the other holders of securities of the same class and
(ii) if, following completion of any such offer, the holders of securities of
such class immediately prior to such offer, in their capacity as such holders,
received capital stock of the entity making such offer having 50% or more of the
combined voting power of the capital stock of such entity, then the provisions
of this Agreement shall remain in effect with respect to the capital stock of
such entity received by the Restricted Holders pursuant to such offer;
(g) A Restricted Holder may Transfer Restricted Shares
pursuant to any merger or consolidation involving the issuer of Restricted
Shares which is approved by the board of directors of such issuer, PROVIDED that
(i) the per share consideration offered in such transaction to the Restricted
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Holders for their Restricted Shares is the same as the per share consideration
offered to the other holders of securities constituting the same class of
securities as the Restricted Shares being transferred pursuant to this Section
2(g) and (ii) if, following such merger or consolidation, the holders of
securities of such class immediately prior to such merger or consolidation, in
their capacity as such holders, received capital stock of an entity involved in
such merger or consolidation having 50% or more of the combined voting power of
the capital stock of such entity, then the provisions of this Agreement shall
remain in effect with respect to the capital stock of such entity received by
the Restricted Holders pursuant to such offer.
(h) A Restricted Holder may Transfer Restricted Shares in
connection with any recapitalization, reorganization, reclassification, change
of domicile merger or other similar transaction (i) which is approved by the
board of directors of the issuer of such Restricted Shares and (ii) in which
there is no change in the relative percentages of ownership among the holders of
the capital stock of the resulting or surviving entity, except for changes
resulting from cash payment in lieu of fractional shares, from the percentages
of ownership of the class of securities of which such Restricted Shares are a
part which existed immediately prior to such transaction, PROVIDED that the
provisions of this Agreement shall remain in effect with respect to the capital
stock of such surviving or resulting entity.
Section 3. COMPANY'S RIGHT OF FIRST REFUSAL.
(a) If a Restricted Holder desires to Transfer any or all of
such Restricted Holder's Restricted Shares (the "TRANSFER SHARES") pursuant to
subsection 2(d) and such Restricted Holder (the "SELLING STOCKHOLDER") receives
a bona fide offer therefor from a person, such Selling Stockholder shall provide
a written notice (a "TRANSFER NOTICE") to the Company. Each Transfer Notice
shall set forth (i) the identity and mailing address of the prospective
purchaser (the "PROSPECTIVE PURCHASER"), (ii) the number of Restricted Shares
proposed to be sold, (iii) the price per share to be received therefor,
including any provisions regarding adjustments to such price per share, (iv) the
Prospective Purchaser's financial ability to complete the proposed transaction,
including any financing conditions, and (v) all other material terms and
conditions of the proposed transaction. Any Transfer of such Transfer Shares
shall be made in accordance with the provisions of this Section 3 and shall be
consummated within 90 days after the expiration of the Company Election Period
(as defined below); provided that if such Transfer is not so consummated within
such 90 day period, then such Transfer cannot be made unless a new notice is
given under this Section.
(b) Following receipt of a Transfer Notice, the Company shall
be entitled for a period of (i) 3 Business Days, in the event the Aggregate
Offered Shares Price (as defined below) on the date of such receipt is $75
million or less, (ii) 10 Business Days, in the event the Aggregate Offered
Shares Price on the date of such receipt is more than $75 million but less than
$400 million or (iii) 20 Business Days in the event the Aggregate Offered Shares
Price on the date of such receipt is $400 million or more, after the date such
notice is effectively given (the "COMPANY ELECTION PERIOD"), at the price and
upon the terms set forth in such notice, to elect to purchase the Transfer
Shares proposed to be sold by the Selling Stockholder; PROVIDED that solely for
the purposes of determining the length of the Company Election Period, the
aggregate purchase price shall be calculated as if the Transfer is to be
consummated on the date the Company receives the Transfer Notice. The Company's
failure to exercise the right granted under this subsection 3(b) by delivery of
a written notice delivered to the Selling Stockholder prior to expiration of the
Company Election Period shall constitute a waiver of the Company's right to
purchase the Transfer Shares. The determination of whether the Company elects to
exercise its right of first refusal pursuant to this subsection 3(b) shall be
made by the Company without the participation of (i) any person who is or is the
designee of the Selling Stockholder or an Affiliate (as defined in the Merger
Agreement) of the Selling Stockholder and (ii) any person who has a financial
interest in the proposed transaction involving the Transfer Shares or is a
director, officer, general partner, manager or Affiliate of the Prospective
Purchaser. The term "AGGREGATE OFFERED SHARES PRICE" on a particular date shall
mean the
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aggregate purchase price of all Transfer Shares with respect to which the
Company then currently has a right to purchase pursuant to this Section 3,
plus the aggregate purchase price of all Restricted Shares which the Company
has elected to purchase pursuant to this Section 3 during the three calendar
months preceding such date.
Section 4. STOCK SPLITS AND DIVIDENDS. If there is any increase or
decrease in the number of issued and outstanding Restricted Shares following the
original date of this Agreement resulting from a subdivision or consolidation of
shares or the payment of a stock dividend or any other increase or decrease in
the number of issued and outstanding Restricted Shares effected without receipt
of consideration by the Company or the issuer thereof, as applicable, the shares
resulting from such subdivision or consolidation or issued as such dividend
shall be subject to the provisions of this Agreement to the same extent as were
the shares as to which such subdivision or consolidation occurred or the shares
with respect to which such dividend was distributed.
Section 5. CHANGES IN OWNERSHIP OF CERTAIN ENTITIES. If, by reason of
any proposed change in the ownership of the stock, partnership interests or
member interests, or the identity or ownership interests of the managers of a
Permitted Transferee under the provisions of subsection 2(a), such corporation,
partnership or limited liability company would no longer qualify as a Permitted
Transferee under clause (iv) of subsection 1(g), then the event by which such
proposed change of ownership shall occur shall be deemed to be a Transfer of all
of the Restricted Shares previously transferred to such corporation, partnership
or limited liability company pursuant to the provisions of subsection 2(a)
hereof then held by such corporation, partnership or limited liability company,
which Transfer must comply with the provisions of this Agreement; PROVIDED,
HOWEVER, that (i) pledges, hypothecations and encumbrances may be made of the
stock, partnership interests or member interests in, or the ownership interests
in the managers of a Permitted Transferee which has qualified as a Permitted
Transferee under the provisions of clause (iv) of subsection 1(g) to the extent
such pledge, hypothecation or encumbrance is made pursuant to a bona fide
pledge, hypothecation or encumbrance of such shares as collateral security for
indebtedness due to a Bona Fide Pledgee and (ii) with respect to any bona fide
pledge, hypothecation or encumbrance of such stock, partnership interests or
member interests in, or ownership interests in the managers of a Permitted
Transferee which has qualified as a Permitted Transferee under the provisions of
clause (iv) of subsection 1(g) after the date of this Agreement, the Bona Fide
Pledgee agrees to notify the Company in writing, and in the manner specified in
Section 13 of this Agreement, at least 3 business days prior to any foreclosure
or similar action or any transfer by the Bona Fide Pledgee. If a Transfer will
be deemed to occur as a result of the application of this Section 5 and the
applicable Permitted Transferee desires to utilize the provisions of Section
2(d) and Section 3 as manner of complying with the terms of this Agreement, any
Restricted Shares shall be valued at the average closing price per share of such
securities as reported on the national securities exchange or inter-dealer
quotation system maintained by a registered securities association upon which
such securities are listed for the 10 trading days immediately preceding the
business day prior to the such Permitted Transferee provides notice to the
Company in accordance with Section 3; PROVIDED, HOWEVER, that such method of
valuation shall not apply if (i) a Selling Stockholder receives a bona fide
offer to purchase all of the stock, partnership interests or member interests
(the "Entity Interests") of such Permitted Transferee and (ii) the only assets
of such Permitted Transferee consist of Restricted Shares, and, in such
instance, the Company may elect to purchase the Entity Interests at the price
and upon the terms set forth in the notice thereof in accordance with Section 3.
Section 6. POWER OF ATTORNEY. Each Xxxx Family Member and the Xxxx
Family Members as a group hereby constitute and appoint Xxxxxxx X. Xxxx (the
"REPRESENTATIVE") as such Xxxx Family Member's true and lawful attorney-in-fact
and agent with full power of substitution, for such Xxxx Family Member and in
such Xxxx Family Member's name, place and stead, in any and all capacities, with
respect to this Agreement, the Merger Agreement and the other Additional
Agreements, granting power and authority to do and perform each and every act
and thing requisite and necessary to be done in and
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about the premises, as fully to all intents and purposes as such Xxxx Family
Member might or could do in person, hereby ratifying and confirming all that
said Representative or the Representative's substitute or substitutes, may
lawfully do or cause to be done by virtue thereof. The foregoing grant of
authority shall include the authority to exercise the powers granted under,
this Agreement, the Merger Agreement and the other Additional Agreements, to
negotiate and enter into agreements with the Company with respect to, and to
enforce the rights of the Xxxx Family Members under this Agreement, the
Merger Agreement and the other Additional Agreements, to modify or amend this
Agreement, the Merger Agreement and the other Additional Agreements, and to
employ agents and counsel, including attorneys, accountants and other
advisors, in connection with any of the foregoing. The authority of the
Representative to act on behalf of the Xxxx Family Members granted pursuant
to this Section (i) shall survive the disability or incapacity of such Xxxx
Family Member and thereafter shall, as a contract obligation, be binding upon
the legal representatives and heirs of such Xxxx Family Member and (ii) may
be exercised by the Representative either in the Representative's own name or
in the names of the Xxxx Family Members. Each Xxxx Family Member further
irrevocably authorizes the Representative to take any and all actions
necessary or desirable to reflect or effectuate the foregoing or to release
from the Escrow Fund (as defined in the Escrow Agreement) to any of the
Indemnified Parties entitled to indemnification under the Merger Agreement
amounts which are from time to time owing to any Indemnified Party under the
Merger Agreement without further notice to any Xxxx Family Member or to
compromise claims with respect thereto in accordance with the terms of the
Escrow Agreement. All acts of the Representative in accordance with the
authority granted herein shall be binding on each Xxxx Family Member and each
Xxxx Family Member's permitted successors and assigns. If the Representative
shall decline or cease to act hereunder, the Xxxx Family Members shall elect
from among themselves a new representative, with each Xxxx Family Member
having the same number of votes in such election as the number of shares of
Common Stock held by such Xxxx Family Member.
Section 7. TERMINATION IN CERTAIN EVENTS. The provisions of this
Agreement shall terminate and be of no further force and effect (i) with respect
to any particular class of Restricted Shares, upon the liquidation or
dissolution of the issuer of such class of Restricted Shares, (ii) with respect
to any particular class of Restricted Shares, upon the occurrence of any
reorganization, merger or other transaction in which holders of securities of
the same class as the applicable Restricted Shares immediately prior to such
event, in their capacity as such holders, receive less than 50% of the combined
voting power of the surviving or resulting entity, or (iii) upon the earlier of
(a) 2 years after the later of the death of Xxxxxxx X. Xxxx and Xxxxxxx X. Xxxx
and (b) the tenth anniversary of the date of this Agreement.
Section 8. SUCCESSORS AND ASSIGNS. Except as otherwise provided herein,
the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties. Additionally
the parties hereto agree that, to the extent the Company is not the issuer of a
particular class of securities or Restricted Shares subject to this Agreement,
the Company shall have the right to assign to the issuer of such class of
securities or Restricted Shares the Company's rights under this Agreement with
respect to such class of securities or Restricted Shares and any such assignment
will not operate as a termination or limitation of the Company's rights under
this Agreement with respect to any other class of securities or Restricted
Shares. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.
Section 9. DISPUTE RESOLUTION AND GOVERNING LAW.
(a) The parties agree that any and all disputes, claims or
controversies arising out of or relating to this Agreement that are not resolved
by their mutual agreement shall be submitted to final and binding arbitration
before JAMS, or its successor, pursuant to the United States Arbitration Act, 9
U.S.C.
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Sec. 1 et seq. Any party may commence the arbitration process called for in
this Agreement by filing a written demand for arbitration with JAMS, with a
copy to the other party. The arbitration will be conducted in accordance with
the provisions of JAMS' Comprehensive Arbitration Rules and Procedures in
effect at the time of filing of the demand for arbitration. The parties will
cooperate with JAMS and with one another in selecting an arbitrator who has
previously served as a judge in a federal court from JAMS' panel of neutrals,
and in scheduling the arbitration proceedings. The parties covenant that they
will participate in the arbitration in good faith, and that they will share
equally in its costs. The provisions of this Section may be enforced by any
court of competent jurisdiction, and the party seeking enforcement shall be
entitled to an award of all costs, fees and expenses, including attorneys
fees, to be paid by the party against whom enforcement is ordered.
(b) NOTICE: BY SIGNING THIS AGREEMENT, EACH PARTY IS AGREEING
TO HAVE ALL DISPUTES, CLAIMS OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS
AGREEMENT DECIDED BY NEUTRAL ARBITRATION, AND EACH PARTY IS GIVING UP ANY RIGHTS
SUCH PARTY MIGHT POSSESS TO HAVE THOSE MATTERS LITIGATED IN A COURT OR JURY
TRIAL. BY SIGNING THIS AGREEMENT, EACH PARTY IS GIVING UP SUCH PARTY'S JUDICIAL
RIGHTS TO DISCOVERY AND APPEAL EXCEPT TO THE EXTENT THAT THEY ARE SPECIFICALLY
PROVIDED FOR UNDER THIS AGREEMENT. IF ANY PARTY REFUSES TO SUBMIT TO ARBITRATION
AFTER AGREEING TO THIS PROVISION, SUCH PARTY MAY BE COMPELLED TO ARBITRATE UNDER
FEDERAL OR STATE LAW. EACH PARTY'S AGREEMENT TO THIS ARBITRATION PROVISION IS
VOLUNTARY.
(c) The foregoing provisions of this Section 9
notwithstanding, each Restricted Holder acknowledges and agrees that if a
Restricted Holder Transfers or attempts to Transfer Restricted Shares the
Company's available remedies at law may provide inadequate relief to the Company
and each such Restricted Holder therefor agrees that the Company is entitled to
seek temporary and permanent injunctive relief in any such case without the
necessity of proving actual damages. To the extent the Company seeks injunctive
relief, (i) each party hereto hereby agrees that any proceeding relating to this
Agreement shall be brought in a state court of Illinois or a federal court
located in Illinois and (ii) each party hereto hereby consents to personal
jurisdiction in any such action brought in any such Illinois or federal court,
consents to service of process by registered mail made upon such party and such
party's agent and waives any objection to venue in any such Illinois or federal
court and any claim that any such Illinois or federal court is an inconvenient
forum.
(d) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS WITHOUT APPLICATION OF THE
PRINCIPLES OF CONFLICTS OF LAWS.
Section 10. COUNTERPARTS. This Agreement may be executed in one or any
number of counterparts, each of which, once so executed, shall be deemed to be
an original, and such counterparts together shall constitute and be one and the
same instrument binding on all the parties hereto. This Agreement may be
executed by facsimile signature and a facsimile signature shall constitute an
original signature for all purposes.
Section 11. INTERPRETATION OF CERTAIN TERMS. Any words herein used in
the singular shall denote the plural as the context so requires and, when used
herein in the plural shall denote the singular as the context so requires.
Pronouns used herein, whether masculine, feminine, or neuter, shall be
interpreted as the context so requires. The word "INCLUDING" shall mean
"INCLUDING, WITHOUT LIMITATION," and thus indicate part of a larger whole; but
shall not be interpreted as indicating the stated limits or extremes. Any
reference to any federal, state, or local law shall be deemed also to refer to
all rules and regulations promulgated thereunder, unless the context requires
otherwise. The word "CLASS" when used by reference to securities or Restricted
Shares shall have the meaning as set forth in Section 12 of the Exchange Act or
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any similar successor federal statue or rule or regulations thereunder, all as
the same shall be in effect at the time.
Section 12. TITLES AND SUBTITLES. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
Section 13. NOTICES. Any communications required or desired to be given
hereunder to any Indemnified Party may be sent to the Company. Any
communications required or desired to be given hereunder shall be deemed to have
been properly given if sent by hand delivery or by facsimile and overnight
courier to the parties hereto at the following addresses (or at such other
address for a party as shall be specified by like notice):
Notice to the Company:
Aon Corporation
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxx, Chief Counsel
Telecopy: (000) 000-0000
with a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
8000 Sears Tower
000 X. Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
Notice to any of the Representative or Xxxx Family
Members:
Xxxxxxx X. Xxxx
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Telecopy: (000) 000-0000
with a copy to:
Sidley Xxxxxx Xxxxx & Xxxx
Bank One Plaza
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
Section 14. EXPENSES. If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable attorneys' fees, costs and necessary disbursements in
addition to any other relief to which such party may be entitled.
Section 15. LEGENDS. All certificates evidencing Restricted Shares
shall bear, so long as the restrictions hereunder are applicable to such shares,
the legend set forth in Section 2.3(b) of the Merger
9
Agreement. To the extent Restricted Shares are not evidenced by certificates,
the books and records of the Company or the applicable issuer (including
those maintained by the registrar or transfer agent of such class of
Restricted Shares) shall contain appropriate notation indicating that such
shares and the Transfer thereof are subject to the provisions of this
Agreement.
Section 16. AMENDMENTS AND WAIVER. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Company and the Xxxxxxx X. Xxxx Living
Trust dated July 10, 2001 and each Restricted Holder affected by such amendment
or waiver.
Section 17. SEVERABILITY. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
*** Remainder of Page Intentionally Remains Blank, Signature Page Follows ***
10
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Aon CORPORATION
By: /s/ Xxxxxxx X. X'Xxxxxxxx
-----------------------------------
Name: Xxxxxxx X. X'Xxxxxxxx
Title: President and Chief Operating Officer /s/ Xxxxxxx X. Xxxx
------------------------------
/s/ Xxxxxxx X. Xxxx Xxxxxxx X. Xxxx
-----------------------------
Xxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxx, Xx.
------------------------------
Xxxxxxx X. Xxxx, Xx.
XXXXXXX X.X. XXXX LIVING TRUST
DATED JULY 13, 2001
By: /s/ Xxxxxxx X. Xxxx
/s/ Xxxxxx X.X. Xxxx --------------------------------------
------------------------------ Name: Xxxxxxx X. Xxxx
Xxxxxx X.X. Xxxx Its: Trustee
XXXXXXX X. XXXX LIVING TRUST XXXXXXX X. XXXX LIVING TRUST
DATED JULY 10, 2001 DATED JULY 10, 2001
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------------ -------------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Trustee Title: Trustee
AND
By: /s/ Xxxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Trustee
2001 XXXX ANNUITY TRUST FAMILY GST TRUST UNDER THE PGR 2000
DATED APRIL 20, 2001 TRUST DATED NOVEMBER 22, 2000
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxxxx X. Xxxx
------------------------------------ -------------------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx
Title: Trustee Title: Trustee
SIGNATURE PAGE TO STOCK RESTRICTION AGREEMENT
