Exhibit 10.17
XXXXX & XXXXXXXX COMPANIES, INC.
March 25, 1999
Xx. Xxxxxxx X. Xxxxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxx:
On January 21, 1999, you were appointed President of Xxxxx & McLennan Companies,
Inc. (the "Company") and it was announced in a Company press release that you
will succeed A.J.C. Xxxxx as Chief Executive Officer by the end of 1999. In
consideration of that appointment and subject to the provisions of this letter,
the employment agreement dated October 1, 1995 (the "Employment Agreement")
between you and Xxxxx & McLennan Risk Capital Corp., now Xxxxx & XxXxxxxx
Capital, Inc. ("Capital"), is terminated retroactive to January 21, 1999. This
letter describes the new status of your employment with Xxxxx & McLennan
Companies, Inc., namely:
o Your future compensation in all respects will be determined by the
Compensation Committee of the Board of Directors of the Company.
o Your new status and the termination of the Employment Agreement
will not in any way affect or reduce any rights you may have under
any compensation plan, program or award of the Company, including
without limitation any stock option award, restricted stock award,
restricted stock unit award, deferred compensation award
(including without limitation the deferred compensation award
described in Section 5(c) of the Employment Agreement) or bonus
award you have been granted. For purposes of the foregoing plans,
programs and awards, your employment by the Company shall be
treated as a continuation of your employment by Capital, and any
termination of your employment with the Company shall be treated
as a termination of your employment with Capital.
o In connection with any stock option or other award previously made
to you, or any exercise thereof, you shall not be required to
execute any non-competition agreement, and any non-competition or
non-solicitation agreement previously executed by you shall be
null and void. However, you will be required, in connection with
any exercise of a stock option, to execute the Company's standard
form of non-solicitation agreement (a copy of which is attached as
Exhibit A).
In the event that a "Change in the Control of the Parent," as
defined in the Employment Agreement, occurs before the date on
which A.J.C. Xxxxx resigns or otherwise terminates his position as
Chief Executive Officer of the Company, and if, on or after the
date of such Change in Control, your employment is terminated by
the Company without Cause (as defined in the Employment
Agreement), or if you resign within 60 days after the date of such
Change in Control, you will be entitled to receive all of the
compensation and benefits described in Section 7(e) of the
Employment Agreement as if that agreement were in effect on the
date of such termination. In addition,
- You will be entitled to any payments which would be
required under Section 8 of the Employment Agreement
to the extent those provisions are applicable.
- The provisions of Section 9 of your Employment
Agreement will also apply, so that you will not be
required to mitigate damages after termination of
your employment, except as specifically set forth in
Section 9.
o This letter will not affect your right to receive payments
according to the terms of any existing carried interest programs
or agreement, including without limitation the provisions relating
to the Trident Performance Payment in Section 5(f) of the
Employment Agreement, subject to the terms of any applicable award
letters which were issued to you in connection therewith. It is,
however, anticipated that new arrangements with respect to carried
interest programs and agreements will shortly be documented by the
Company as previously approved by the Compensation Committee of
the Board of Directors, and when documented, the new arrangements
shall supersede and replace in all respects your rights under any
existing carried interest programs or agreements.
If this letter corresponds with your understanding, please indicate your
agreement by signing your name in the space indicated below.
Very truly yours,
XXXXX & McLENNAN COMPANIES, INC.
By:
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A.J.C. Xxxxx, Chairman
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Xxxxxxx X. Xxxxxxxxx
Date:____________________
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