Summary
This 8-K filing by Marsh & McLennan Companies, Inc. (MMC) announces the execution of a new employment agreement with its President and CEO, Brian Duperreault. The "2009 Agreement" is effective as of January 30, 2011, superseding his current "2008 Agreement." The new agreement largely maintains Mr. Duperreault's compensation structure, including a base salary of at least $1.0 million and an annual target bonus opportunity of 225% of his base salary, along with a long-term incentive compensation target value of $7.0 million annually. The filing also details specific provisions regarding termination, benefits, and restrictive covenants. Notably, the new agreement does not provide for cash severance regardless of termination reason. However, it introduces "Immediately Effective Provisions" that allow for "normal retirement" treatment of equity awards and the vesting of accrued defined benefit retirement program benefits under certain conditions related to performance, successor identification, transition assistance, and a release agreement.
Key Highlights
- 1New employment agreement for President and CEO Brian Duperreault, effective January 30, 2011.
- 2Base salary of at least $1.0 million and target bonus opportunity of 225% of base salary are maintained.
- 3Annual long-term incentive compensation target value remains $7.0 million.
- 4No cash severance will be provided regardless of termination reason.
- 5New "Immediately Effective Provisions" allow for accelerated vesting and exercisability of equity awards upon termination under specific performance and transition conditions.
- 6Mr. Duperreault will be subject to non-competition and non-solicitation restrictions for 24 months post-termination.
- 7Terms regarding retirement benefits, life insurance, and retiree medical program participation are also outlined.