8-KLeadership ChangesMaterial AgreementsOther Events+1

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Material Agreement (Aug 22, 2005)

Filed August 22, 2005For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) filed an 8-K report on August 22, 2005, detailing a material definitive agreement with its Chief Financial Officer, Sandra S. Wijnberg. The primary focus of this filing is an Employment Agreement designed to ensure Ms. Wijnberg's continued employment and provide specific financial incentives and benefits tied to her tenure and potential termination scenarios. This agreement is significant as it outlines retention payments, accelerated vesting of equity awards, and severance benefits, all contingent upon specific employment conditions being met or unmet. Investors should note the structure of these payments, which are designed to retain key executive talent while also providing for orderly transitions in employment. The inclusion of non-solicitation clauses also reflects standard practice in executive employment contracts.

Key Highlights

  • 1Employment Agreement established with CFO Sandra S. Wijnberg on August 22, 2005.
  • 2Ms. Wijnberg is eligible for a retention payment of $1,671,875 if she remains employed until March 31, 2006, or if employment terminates earlier without cause or for good reason.
  • 3Accelerated vesting of certain restricted stock and restricted stock unit awards is included in the agreement.
  • 4Upon termination of employment on or after March 31, 2006 (or earlier without cause/for good reason), Ms. Wijnberg is entitled to additional benefits, including a lump sum payment equal to her base salary of $700,000.
  • 5Payments are generally contingent upon Ms. Wijnberg delivering a general release of claims.
  • 6The agreement includes non-solicitation restrictions for twelve months following termination of employment.
  • 7The filing includes the Employment Agreement as Exhibit 10.1 and a related press release as Exhibit 99.1.

Frequently Asked Questions

The primary purpose of the Employment Agreement is to provide incentives for Ms. Wijnberg, the Chief Financial Officer, to remain with Marsh & McLennan Companies, Inc. and to define the terms of compensation and benefits in various employment scenarios, including retention, termination without cause, or resignation for good reason.

Ms. Wijnberg is eligible for a retention payment of $1,671,875 if she stays until March 31, 2006, or if her employment ends earlier under specific conditions (without cause or for good reason). This payment is in lieu of her annual bonus. Additionally, certain restricted stock and unit awards will vest faster. If her employment terminates on or after March 31, 2006 (or earlier under qualifying conditions), she will receive additional benefits, including a lump sum payment equal to her $700,000 base salary.

Yes, the payments are generally contingent upon Ms. Wijnberg delivering a general release of claims to Marsh & McLennan Companies, Inc. Additionally, the retention payment and other benefits are tied to specific employment dates and termination circumstances as defined in the agreement.

Ms. Wijnberg will be subject to non-solicitation restrictions for a period of twelve months following the termination of her employment with the company.