Employment Agreement [Amendment] - ACE Ltd. and Dominic Frederico
AMENDMENT TO EMPLOYMENT AGREEMENT
In consideration of the promises and mutual covenants contained herein and
for other good and valuable consideration, ACE Limited (the "Company") and
Dominic Frederico (the "Executive") hereby agree to amend the Employment
Agreement between them originally entered on January 9, 1995 (the "Agreement")
by adding new Sections 10(f) through 10(h) as follows:
10(f) Change in Control and Good Reason Resignation In the event of a Change in
Control (as defined below) all stock based awards in which the Executive is not
yet vested shall become fully vested except to the extent such vesting would be
inconsistent with the terms of the relevant plan. In addition, the Executive may
resign for Good Reason (as defined below) at any time during the twelve month
period following a Change in Control (as defined below) and receive the same
salary continuation, bonus eligibility and benefits as if the Executive were
terminated without Cause pursuant to Section 10(d) of this Agreement. A Change
in Control shall mean:
(i) An acquisition by any Person (as such term is defined in Section 3(a)
(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a "group" as defined in Section 13(d) thereof) of Beneficial
Ownership of the Shares then outstanding (the "Company Shares Outstanding")
or the voting securities of the Company then outstanding entitled to vote
generally in the election of directors (the "Company Voting Securities
Outstanding"), if such acquisition of Beneficial Ownership results in the
Person beneficially owning (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) fifty percent (50%) or more of the Company Shares
Outstanding or fifty percent (50%) or more of the combined voting power of
the Company Voting Securities Outstanding; excluding, however, any such
acquisition by a trustee or other fiduciary holding such Shares under one
or more employee benefit plans maintained by the Company or any of its
subsidiaries; or
(ii) The approval of the shareholders of the Company of a reorganization,
merger, consolidation, complete liquidation, or dissolution of the Company,
the sale or disposition of all or substantially all of the assets of the
Company or any similar corporate transaction (in each case referred to in
this Section 3(e) as a "Corporate Transaction"), other than a Corporate
Transaction that would result in the outstanding common stock of the
Company immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into common stock of the
surviving entity or a parent or affiliate thereof) at least fifty percent
(50%) of the outstanding common stock of the Company or such surviving
entity or parent or affiliate thereof immediately after such Corporate
Transaction; provided, however, if the consummation of such Corporate
Transaction is subject, at the time of such approval by shareholders, to
the consent of any government or governmental agency, the Change in Control
shall not occur until the obtaining of such consent (either explicitly or
implicitly); or
(iii) A change in the composition of the Board such that the individuals
who, as of the Effective Date, constitute the Board (such Board shall be
hereinafter referred to as the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, for
purposes of this Section 3(e) that any individual who becomes a member of
the Board subsequent to the Effective Date whose election, or nomination
for election by the Company's shareholders, was approved by a vote of at
least a majority of those individuals who are members of the Board and who
were also members of the
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Incumbent Board (or deemed to be such pursuant to this proviso) shall be
considered as though such individual were a member of the Incumbent Board;
but, provided, further, that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act, including any successor to such Rule),
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board, shall not be so considered as a
member of the Incumbent Board.
Good Reason resignation shall mean termination of employment that is
voluntary on the part of the Executive but is due to:
(i) a significant reduction of the Executive's responsibilities, title or
status resulting from a formal change in such title or status, or from the
assignment to the Executive of any duties inconsistent with his title,
duties, or responsibilities;
(ii) a reduction in the Executive's compensation or benefits.
10(g) Resignation upon Termination At the time of termination of employment for
any reason, the Executive agrees at the request of the Company to resign from
any position he holds as a Director (or other similar position) of the Company
and any Affiliates, unless other explicit arrangements are agreed upon between
the Executive and the Company.
10(h) Other Severance Arrangements Except as may be otherwise specifically
provided in an amendment of this Section 10 as may in the future be adopted by
the Parties in writing, the Executive's rights under this Section 10 shall be in
lieu of any benefits that may be otherwise payable to or on behalf of the
Executive pursuant to the terms of any severance pay arrangement of the company
or any Affiliates or any other, similar arrangement of the company or any
Affiliates providing benefits upon involuntary termination of employment.
All of the other provisions of the Agreement shall remain in full force and
effect as originally agreed and entered on January 9, 1995.
In witness whereof, the undersigned have executed this amendment this
25/th/ day of February 2003.
ACE Limited The Executive
By: _____________________ ____________________________
Dominic Frederico
Its: _____________________