8-KMaterial AgreementsExhibits & Filings

MARSH & MCLENNAN COMPANIES, INC. 8-K Report, Material Agreement (Nov 23, 2005)

Filed November 23, 2005For Securities:MRSHMMC

Summary

Marsh & McLennan Companies, Inc. (MMC) has entered into a material definitive agreement, specifically an employment agreement with its Vice Chairman, Mathis Cabiallavetta. This agreement, effective November 1, 2005, establishes an initial three-year term with automatic one-year renewals unless non-renewal is elected by either party. The terms outline a significant compensation package, including a dual-currency base salary, substantial annual bonus potential, and eligibility for long-term incentive compensation plans. A key focus for investors is the severance and termination provisions. The agreement details enhanced severance benefits if Mr. Cabiallavetta's employment is terminated by MMC without cause or if he resigns for good reason, including a lump sum payment equivalent to his current base salary plus a three-year average of his annual bonus. These benefits are further enhanced in the event of a change in control, with a multiplier of two applied to these compensation components. These provisions are generally contingent upon Mr. Cabiallavetta providing a release of claims and are subject to non-competition and non-solicitation clauses.

Key Highlights

  • 1Marsh & McLennan Companies (MMC) entered into a new employment agreement with Vice Chairman Mathis Cabiallavetta, effective November 1, 2005.
  • 2The agreement has an initial term of three years and will auto-renew annually unless terminated.
  • 3Mr. Cabiallavetta's compensation includes a base salary in USD and Swiss Francs, with annual bonus potential of 100% to 200% of base salary.
  • 4He is eligible for long-term incentive compensation with a target grant value of 1-2 times his annual base salary.
  • 5The agreement provides a retention award of 21,200 restricted stock units vesting on October 31, 2008.
  • 6Significant severance benefits are outlined for termination by MMC without cause or resignation for good reason, including salary, bonus, and equity vesting.
  • 7Severance is enhanced in case of termination related to a change in control, with a 'double trigger' provision.

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