8-KLeadership ChangesExhibits & Filings

Aon plc 8-K Report, Executive Changes (Nov 24, 2009)

Filed November 24, 2009For Securities:AON

Summary

This 8-K filing by Aon Corporation details the departure of named executive officer Ted T. Devine. Effective November 18, 2009, Mr. Devine resigned from his officer positions and the management executive committee but will remain employed through November 18, 2010, under a Transition Agreement. This agreement outlines his continued salary, benefits, and equity vesting, contingent on his engagement with not-for-profit activities and adherence to restrictive covenants. The filing also discloses a Pledge Agreement securing Mr. Devine's obligations under the Transition Agreement. Investors should note the structured transition, the compensation and benefits provided during this period, and the non-competition clauses designed to protect Aon's business interests. The company's commitment to Mr. Devine's continued employment and compensation, coupled with specific conditions and security arrangements, represents a significant event in executive management.

Key Highlights

  • 1Ted T. Devine, a named executive officer, resigned from his officer positions effective November 18, 2009.
  • 2Mr. Devine's employment will continue until November 18, 2010, under a Transition Agreement.
  • 3The Transition Agreement includes continued base salary of $950,000, eligibility for welfare and retirement plans, and continued vesting of certain equity awards.
  • 4Mr. Devine is permitted to engage in not-for-profit activities, including establishing a sports promotion entity, with a potential $750,000 payment in 2011 if certain hours are met.
  • 5The agreement imposes restrictive covenants, including non-competition and non-solicitation clauses, for specified periods after November 18, 2010.
  • 6A Pledge Agreement was entered into on November 23, 2009, to secure Mr. Devine's obligations under the Transition Agreement using pledged shares.
  • 7Certain unvested equity awards will be forfeited as of the Effective Date (November 18, 2009).

Frequently Asked Questions

Ted T. Devine resigned from his officer positions and the management executive committee effective November 18, 2009. However, he will remain employed by Aon through November 18, 2010, under a Transition Agreement, during which time he will continue to receive his base salary and benefits.

During the continuation period (November 18, 2009, to November 18, 2010), Mr. Devine will receive his base salary of $950,000, remain eligible for company welfare benefit plans, and continue to participate in qualified and non-qualified retirement plans. Additionally, certain equity awards are eligible for continued vesting. A potential payment of $750,000 in 2011 is contingent on him dedicating 20+ hours per week to a not-for-profit sports entity.

During the continuation period, Mr. Devine is prohibited from working for any for-profit entity without Aon's consent, but may engage in not-for-profit activities. Post-transition, he is subject to non-competition clauses for two years for insurance/re-insurance brokerage and one year for insurance underwriting, as well as two years of non-solicitation provisions.

The Pledge Agreement, dated November 23, 2009, secures Mr. Devine's obligations to Aon under the Transition Agreement. It grants Aon a security interest in certain shares of stock that Mr. Devine will acquire through the vesting of specific equity awards, ensuring his performance of contractual duties.