Exhibit
10.2


 


PLEDGE AGREEMENT


 


THIS
PLEDGE AGREEMENT (this “Agreement”) is
made and entered into as of November 23, 2009, by and between TED T.
DEVINE, an individual resident in the State of Illinois (“Pledgor”),
and AON CORPORATION, a Delaware corporation (the “Secured
Party”).


 


W I T N E S S E T H:


 


WHEREAS,
Pledgor is the record and beneficial owner of certain issued and outstanding equity
awards consisting of restricted shares, restricted share units and performance
share units, granted by the Secured Party, as more specifically set forth on Schedule
A attached hereto (collectively, the “Equity Awards”);


 


WHEREAS,
contemporaneously with the execution and delivery of this Agreement, Pledgor
and Secured Party are entering into a Transition Agreement (as hereafter
amended, modified or supplemented from time to time, the “Transition
Agreement”);


 


WHEREAS,
it is a condition precedent to the consummation of the transactions
contemplated by the Transition Agreement that Pledgor shall agree to pledge and
grant a first priority security interest to Secured Party in the shares of stock
of the Secured Party hereafter acquired by Pledgor pursuant to the vesting of the
Equity Awards (net of shares withheld to pay applicable taxes) to secure the
full and timely performance of Pledgor’s obligations to Secured Party under the
Transition Agreement, whether direct or indirect, absolute or contingent, due
or to become due, now existing or hereafter arising (collectively, the “Secured Obligations”).


 


NOW,
THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements hereinafter set forth, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:


 


1.             Definitions.  Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings specified in the
Transition Agreement.


 


2.             Pledge.
As security for the Secured Obligations, Pledgor hereby pledges and grants to
the Secured Party a continuing first priority security interest, to become
automatically effective upon the vesting of the applicable underlying Equity
Awards, in any and all:


 


(a)           shares of the stock of Secured Party
issued to Pledgor (net of after-tax withholding) pursuant to any of the Equity
Awards, which shares shall be set forth on Schedule B attached
hereto and deemed incorporated herein (collectively, the “Pledged
Securities”), and all proceeds, securities, dividends, rights and
other property at any time or from time to time received, receivable or
otherwise distributed to Pledgor in respect of or in exchange for the Pledged
Securities; and


 


(b)           other property hereafter delivered to
Pledgor in substitution for or in addition to any of the foregoing, all
certificates evidencing such property and all proceeds, securities, dividends,
rights and other property at any time received, receivable or otherwise
distributed in respect of or in exchange for any or all thereof.


 

















 


All items referred to in clauses (a) and (b) of
this Section 2 are hereinafter collectively referred to as the “Collateral”.


 


3.             Endorsement
and Delivery of the Pledged Securities. 
Upon issuance of any Pledged Securities, Pledgor shall immediately
deliver or cause to be delivered to the Secured Party the certificates, in
transferrable form, representing such Pledged Securities accompanied by an
appropriate instrument of assignment, in form and substance satisfactory to the
Secured Party, duly executed in blank (it being agreed that the Secured Party
shall be under no obligation to deliver any certificates representing the
Pledged Securities to Pledgor upon issuance thereof, but rather shall be
entitled to retain such certificates upon issuance in satisfaction of Pledgor’s
delivery obligations hereunder).


 


4.             Voting
Power; Dividends.  So long as there
shall exist no condition, event or act which constitutes, or with notice or
lapse of time or both, would constitute, an Event of Default (as defined
below), Pledgor shall be entitled to (a) exercise any and all voting rights
with respect to the Pledged Securities and (b) receive and retain for its
own account any and all cash dividends and distributions made with respect to
the Pledged Securities which it is otherwise entitled to receive; provided, however, any and all stock and/or liquidating
dividends, distributions in property, returns on or in respect of the Pledged
Securities, whether resulting from a subdivision, combination or
reclassification of any of the Pledged Securities or received in exchange for
any of the Pledged Securities, or as a result of any merger, consolidation,
acquisition or other exchange affecting any of the Pledged Securities, and any
and all cash and other property received in exchange for any Collateral shall
be and become part of the Collateral pledged hereunder and, if received by
Pledgor, shall forthwith be delivered to the Secured Party (accompanied, if
appropriate, by proper instruments of assignment and/or stock powers executed
by Pledgor in accordance with the Secured Party’s instructions) to be held
subject to the terms of this Agreement.


 


5.             Representations,
Warranties and Covenants of Pledgor. 
Pledgor hereby makes the following representations, warranties and
covenants to the Secured Party, which representations, warranties and covenants
shall survive the execution and delivery of this Agreement:


 


(a)           Pledgor has good title to all of the Equity
Awards and, upon issuance, will have good title to all of the Pledged
Securities, free and clear of all liens, charges, adverse claims, encumbrances,
preferential arrangements or restrictions of any kind whatsoever, other than
any lien or security interest created or granted hereunder;


 


(b)           Pledgor has not taken and shall not
take or permit to be taken any action, to the extent such action is within his
control, which would impair the value of the Collateral or of any part thereof
or the security intended to be afforded by this Agreement;


 


(c)           there are no commitments, options,
contracts or other arrangements under which Pledgor is or may become obligated
to sell, pledge or otherwise dispose of the Equity Awards or any of the Pledged
Securities; and


 


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(d)           upon delivery of the certificates
representing the Pledged Securities to the Secured Party in accordance with Section 3
hereof, the Secured Party will have a valid, perfected first priority
security interest in the Pledged Securities.


 


6.             Additional
Covenants of Pledgor.  Pledgor hereby
further covenants to the Secured Party that so long as the Transition Agreement
remains in effect:


 


(a)           Pledgor will deliver to the Secured
Party, from time to time upon request of the Secured Party, such stock powers
and similar documents with respect to the Collateral, in form and substance
satisfactory to the Secured Party; and


 


(b)           Pledgor will not assign, sell or
otherwise transfer, further pledge, hypothecate, otherwise encumber or dispose
of all or any portion of the Pledged Securities.


 


7.             Default.  Under the terms of this Agreement, an “Event of Default” shall be deemed to have occurred upon the
occurrence of any of the following events so long as the Transition Agreement
remains in effect:


 


(a)           the occurrence of a default or breach
by Pledgor in its obligations or covenants pursuant to Sections 8, 10 or 11 of the
Transition Agreement;


 


(b)           if Pledgor shall (i) apply for
or consent to the appointment of, or the taking of possession by, a receiver,
custodian, trustee or liquidator of all or a substantial part of his property, (ii) be
generally unable to pay his debts as they become due, (iii) make a general
assignment for the benefit of creditors, (iv) commence a voluntary case
under the federal bankruptcy laws (as now or hereafter in effect), (v) call
or suffer to be held a meeting of his creditors, (vi) file a petition
seeking to take advantage of any law providing for the relief of debtors, (vii) enter
into any composition, arrangement, consolidation, trust mortgage or similar
agreement with or for the benefit of creditors, or (viii) take any action
for the purpose of effecting any of the foregoing;


 


(c)           a case, proceeding or similar action
shall be commenced, with or without the application or consent of Pledgor, as
the case may be, seeking the liquidation or readjustment of Pledgor’s debts,
the appointment of a trustee, receiver, custodian, liquidator or the like of
Pledgor or all or a substantial part of his assets, or any similar action with
respect to Pledgor under the federal bankruptcy laws (as now or hereafter in
effect) or any other laws relating to bankruptcy, insolvency, reorganization,
winding up or composition or adjustment of debt, or an order for relief against
Pledgor shall be entered in an involuntary case under such bankruptcy laws;


 


(d)           the making of any levy, distraint or
attachment in favor of any taxing authority against Pledgor or any of his
property;


 


(e)           a breach of or default under any
representation, warranty, covenant or agreement set forth herein.


 


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Prior to enforcing any remedies under Section 8
hereof following an Event of Default, the Secured Party shall give Pledgor
written notice of such Event of Default (a “Default
Notice”) and if such Event of Default is curable, Pledgor shall have
five (5) business days following the date of such Default Notice to cure
such Event of Default.  Except as
provided in the foregoing sentence, the Secured Party’s rights and remedies
hereunder shall not be affected by any failure or delay in providing a Default
Notice hereunder.


 


8.             Remedies.


 


(a)           The Secured Party shall have, in
addition to any other rights given under this Agreement or by law, all of the
rights and remedies with respect to the Collateral of a secured party under the
Uniform Commercial Code as in effect from time to time in the State of Illinois.  In addition, following the occurrence of an
Event of Default, the Secured Party shall have such powers of sale and other
powers as may be conferred by applicable law. 
In furtherance and not in limitation of the foregoing, the parties agree
that following any Event of Default the Collateral shall be deemed forfeited
and surrendered by Pledgor any may be cancelled by Secured Party.


 


(b)           The fair market value of the
Collateral (in the event of a cancelation of the Pledged Securities) or the net
proceeds received by the Secured Party (in the event of a sale or other
disposition of the Pledged Securities), if any, shall be deemed liquidated
damages payable to Secured Party in respect of damages suffered by Secured
Party as a result of the breach or default by Pledgor of his obligations under
the Transition Agreement.


 


(c)           With respect to the actions described
in this Section 8, Pledgor hereby irrevocably constitutes and
appoints the Secured Party as its proxy and attorney-in-fact with full power of
substitution and acknowledges that the constitution and appointment of such
proxy and attorney-in fact are coupled with an interest and are irrevocable.


 


9.             Term;
Release of Collateral.  This
Agreement shall remain in full force and effect until the earlier to occur of (a) November 17,
2012 and (b) a release in writing signed by the Secured Party; provided, however, that so long as there shall exist no
condition, event or act which constitutes, or with notice or lapse of time or
both, would constitute, an Event of Default, the Collateral shall be released
as follows: (i) 25% of the Pledged Securities on December 31, 2010; (ii) 25%
of the Pledged Securities on December 31, 2011; and (iii) 50% of the
Pledged Securities on November 17, 2012. 
Upon the termination of this Agreement with respect to any Collateral as
provided above, the Secured Party will promptly release the security interest
and liens in such Collateral created hereunder and will deliver the applicable Collateral
(as then constituted) to the Pledgor.


 


10.           Limitation
on Duties Regarding Collateral. Secured Party’s sole duty with respect to
the custody, safekeeping and physical preservation of the Collateral in its
possession, under Section 9-207 of the Uniform Commercial Code in effect
in any jurisdiction with respect to the Liens created hereby, shall be to deal
with it in the same manner as Secured Party deals with similar securities and
property for its own account.  Neither
Secured Party nor any of its directors, officers, employees or agents shall be
liable for failure to demand, collect or realize 


 


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upon any of the Collateral or for any delay in doing
so or shall be under any obligation to sell or otherwise dispose of any
Collateral upon the request of Pledgor or otherwise.


 


11.           Powers
Coupled with an Interest. All authorizations and agencies herein contained
with respect to the Collateral are irrevocable and powers coupled with an
interest.


 


12.           Further
Assurances.  Pledgor agrees that he
will cooperate with the Secured Party and will execute and deliver, or cause to
be executed and delivered, all such other stock powers, proxies, instruments
and documents, and will take all such other action, including, without
limitation, the filing of financing statements, as the Secured Party may
reasonably request from time to time in order to carry out the provisions and
purposes of this Agreement.


 


13.           Notices.  All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given or made
in the manner and to the addresses of the parties provided in Section 16
of the Transition Agreement.


 


14.           Gender,
Number and Headings. The masculine, feminine or neuter pronouns used herein
shall be interpreted without regard to gender, and the use of the singular or
plural shall be deemed to include the other whenever the context so requires.
The headings in this Agreement are inserted for convenience of reference only
and shall not be a part of or control or affect the meaning of this Agreement.


 


15.           Waivers,
Amendments, Interpretation.  None of
the terms or provisions of this Agreement may be waived, altered, modified or
amended except by an instrument in writing which is duly executed by Pledgor
and the Secured Party.  Any such waiver
shall be valid only to the extent set forth therein.  A waiver by the Secured Party or the Pledgor
of any right or remedy under this Agreement on any one occasion shall not be
construed as a waiver of any right or remedy which the Secured Party or the Pledgor
would otherwise have on any future occasion. 
No failure to exercise or delay in exercising any right, power or
privilege under this Agreement on the part of the Secured Party or Pledgor
shall operate as a waiver thereof; and no single or partial exercise of any
right, power or privilege under this Agreement shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege. This Agreement shall be construed according to its fair meaning, and
not strictly for or against either of the parties hereto.  Any modification of this Agreement must be
made in writing and signed by each of the parties hereto.


 


16.           Successors
and Assigns.  This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective personal and legal representatives, successors and assigns. This
Agreement and the rights and duties of Pledgor hereunder may not be assigned or
delegated without the prior written consent of the Secured Party.


 


17.           Severability.  If any provision of this Agreement is
prohibited by or unenforceable under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.


 


18.           Arbitration.  Except as set forth in Section 19,
any dispute or controversy between Pledgor and the Secured Party, whether
arising out of or relating to this Agreement, the breach of 


 


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this Agreement, or otherwise, shall be submitted to
non-binding mediation.  The Secured Party
shall select the mediator.  In the event
such dispute can not be settled by mediation, the dispute shall be submitted to
arbitration under the rules of (but not necessarily administered by) the
American Arbitration Association (“AAA”) in
accordance with its Commercial Arbitration Rules then in effect, and
judgment on any award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.  Any
arbitration shall be held before a single arbitrator who shall be selected by
the agreement of Pledgor and the Secured Party, unless the parties are unable
to agree to an arbitrator, in which case, the arbitrator will be selected under
the procedures of the AAA.  The
arbitrator shall have the authority to award any remedy or relief that a court
of competent jurisdiction could order or grant, including, without limitation,
the issuance of an injunction.  However,
either party may, without inconsistency with this arbitration provision, apply
to any court having jurisdiction over the parties and seek interim provisional,
injunctive or other interim equitable relief until the arbitration award is
rendered or the controversy is otherwise resolved.  Except as necessary in court proceedings to
enforce this arbitration provision or an award rendered hereunder, or to obtain
interim relief, neither a party nor an arbitrator may disclose the existence,
content or results of any arbitration hereunder without the prior written
consent of both Pledgor and the Secured Party. 
Pledgor and the Secured Party acknowledge that this Agreement evidences
a transaction involving interstate commerce. 
Notwithstanding any choice of law provision included in this Agreement,
the United States Federal Arbitration Act shall govern the interpretation and
enforcement of this arbitration provision. 
The arbitration proceeding shall be conducted in Chicago, Illinois or
such other location to which the parties may agree.  The Secured Party shall pay the costs of the
mediator and the arbitrator, but each party shall be responsible for their own
legal fees and costs.


 


19.           Governing
Law; Jurisdiction.  This
Agreement shall be governed by and construed and enforced in accordance with
the internal laws of Illinois without regard to principles of conflict of
laws.  The parties hereto agree to the
exclusive jurisdiction of the state and federal courts of located in Cook
Country, Illinois for the purposes of any court proceeding arising out the this
Agreement.


 


20.           Counterparts.
This Agreement may be executed in separate counterparts, each of which shall be
an original and all of which taken together shall constitute one and the same
instrument.


 


Signature page follows.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first written above.


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Ted T. Devine

  
	
   

  	
  TED T. DEVINE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SECURED PARTY:

  
	
   

  	
   

  
	
   

  	
  AON CORPORATION, a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeremy Farmer

  
	
   

  	
   

  	
  Name:  Jeremy Farmer

  
	
   

  	
   

  	
  Title:    Senior Vice President

  



 


[SIGNATURE PAGE TO PLEDGE AGREEMENT]


 

















 


SCHEDULE
A


 


Equity Awards


 


2007 ISP 5,423 shares
vesting 2/15/2010


 


2008 ISP 3,835 shares
vesting 2/22/2010


 


2009 ISP 1,848 shares
vesting 2/24/2010


 


07 LPP2 60,648 shares
award  2/25/2010


 


05 RSU 10,000 shares
vesting 5/02/2010


 

















 


SCHEDULE
B


 


Pledged Securities


 


(to be
completed upon vesting of Equity Awards)


 


	
  Security

  	
   

  	
  Date of Issuance

  	
   

  	
  Certificate No.

  	
   

  	
  Number of Shares