Exhibit 10.4


 


Aon Corporation


Executive Committee Incentive Plan


(Amended and Restated Effective January 1, 2010)


 


Overview


 


Since
2001, Aon has maintained its Omnibus Incentive Plan to encourage the highest
level of performance of its executives through the establishment of
quantifiable performance goals.  Awards
granted under the Omnibus Incentive Plan are intended to qualify as deductible “performance-based”
compensation pursuant to Section 162(m) of the Code.


 


This
Plan was adopted by the Committee, originally effective January 1, 2008,
and as amended and restated herein effective as of January 1, 2010, as a
sub-plan to the Omnibus Incentive Plan to provide a discretionary framework
regarding the funding of awards under the Omnibus Plan, and to provide certain
terms and conditions relating to the form and timing of awards under the
Omnibus Plan.


 


Performance
Period


 


The
Plan is based on successive calendar-year performance periods.


 


Eligibility


 


All
members of Aon’s Executive Committee are eligible to participate in the Plan if
they: (a) are actively employed by Aon as of the last day of the calendar
year; (b) are on an approved leave of absence as of the last day of the
calendar year; or (c) terminated employment on account of death or Total
and Permanent Disability during the calendar year.  The Committee may modify the eligibility
criteria as it deems necessary or appropriate.


 


Award
Calculation


 


At
the beginning of each calendar year, the Committee will approve a “target
incentive award” for each participant as a percentage of his or her base
salary.  The Committee will also
establish corporate performance metrics applicable to the funding of incentive
awards under the Plan, and those metrics may include:  (1) the achievement of a specified
pre-tax income from ongoing operations; (2) the growth in pre-tax income
from ongoing operations as compare to the prior year; (3) organic revenue
growth; and/or (4) any other factors as determined by the Committee in its
sole discretion.  In addition, business
unit, functional and individual performance metrics may be established and
assigned weights to guide the Committee in its allocation of awards to
participants.


 


After
the close of the calendar year, awards to participants will be determined in
the sole discretion of the Committee and paid to participants pursuant to and
contingent upon satisfaction of all conditions under the Omnibus Incentive
Plan.  Awards will be funded in
accordance with the corporate performance criteria adopted by the
Committee.  Awards will be allocated in
the sole discretion of the Committee taking into account, among other facts,
the participants’ target incentive awards and achievement of the assigned
metrics.  Any resulting awards will be
paid pursuant to the terms and conditions of the Omnibus Incentive Plan;
provided, however, in no event will an Award be paid later than two and
one-half months after the end of the calendar year to which such award
relates.  In no event may an award to a
participant exceed the maximum set forth in the Omnibus Incentive Plan (i.e. $5
million). In no event may an award to a participant fail to qualify as
deductible “performance-based” compensation under Section 162(m) of
the Code.


 


Payout
Process


 


After
the awards are determined by the Committee, they will be paid out partly in
cash and partly in restricted stock units of Aon common stock pursuant to the
Stock Plan, unless Aon is contractually obligated to provide a participant’s
award fully in cash.


 

















 


For
2010 and later calendar years, Awards exceeding $100,000 in value will be paid
65% in cash and 35% in restricted stock units.


 


The
restricted stock units will be subject to the terms and conditions established
by the Committee; provided, however, that they will vest in three equal
installments on each of the first through third anniversaries of the date of
grant.  The Committee may modify the
manner of distribution for an individual participant or one or more groups of
participants as it deems necessary or appropriate.


 


A
participant will have no right to an award until it is paid.


 


Administration


 


It is expressly understood that the Committee has the discretionary
authority to administer, construe, and make all determinations necessary or
appropriate to the administration of the Plan, all of which will be binding
upon the participant.  The Committee has
the sole discretion to set the Target Award Percentage for each participant and
to determine any final award payment taking into account factors it selects in
its sole discretion including, but not limited to, the duration of a
participant’s employment with the Company during the year.


 


General
Provisions


 


This
Plan constitutes a legal document which governs all matters involved with its
interpretation and administration and superseded any writing or representation
inconsistent with its terms.


 


To
the extent not preempted by federal law, this Plan will be construed in
accordance with, and subject to, the laws of the state of Illinois without
regard to any conflict of laws principles. 
Any legal action related to this Plan must be brought in a federal or
state court located in Illinois.


 


All
awards will be subject to applicable withholding taxes and other required
deductions.


 


Participants
may not assign, transfer, sell, pledge or otherwise alienate their award opportunities,
other than by will or by the laws of descent and distribution.  Any award payable on behalf of a deceased
participant will be paid to the participant’s estate.


 


Aon
is not required to establish a separate account or fund or to make any other
segregation of its assets in connection with awards that could become payable
under this Plan.  Participants will have
rights with regard to earned but unpaid awards that are no greater than the
rights of unsecured general creditors.


 


This
Plan and the benefits provided hereunder are intended to comply with Section 409A
of the Code and the guidance and Treasury Regulations issued thereunder to the
extent applicable thereto. 
Notwithstanding any provision of the Plan to the contrary, the Plan
shall be interpreted and construed consistent with this intent.  Notwithstanding the foregoing, Aon shall not
be required to assume any increased economic burden in connection
therewith.  Although Aon intends to
administer the Plan so that it will comply with the requirements of Section 409A
of the Code, Aon does not represent or warrant that the Plan will comply with Section 409A
of the Code or any other provision of federal, state, local, or non-United
States law.  Neither Aon, nor any
subsidiary, nor its or their respective directors, officers, employees or
advisers shall be liable to any participant (or any other individual claiming a
benefit through the participant) for any tax, interest, or penalties the
participant might owe as a result of participation in the Plan, and neither Aon
nor any subsidiary shall have any obligation to indemnify or otherwise protect
any participant from the obligation to pay any taxes pursuant to Section 409A
of the Code.


 


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Reservation and Retention
of Company Rights


 


Participation in this Plan
will not give a participant any right to be retained in the employ of Aon.  No employee will at any time have a right to
be selected for participation in another performance-based incentive program,
including any future program, on account of his or her participation in this
Plan.


 


All
awards under this Plan are gratuitous in nature and will not become part of any
employment condition or contract.


 


The
Committee reserves the right to amend or terminate this Plan, prospectively or
retroactively, at any time and for any reason.


 


Omnibus
Incentive Plan and Stock Plan Control


 


In
the event of any inconsistency between this Plan and the Omnibus Incentive Plan
or the Stock Plan, the Omnibus Incentive Plan or the Stock Plan, as applicable,
will control unless otherwise specified herein.


 


Definitions


 


“Aon” means Aon Corporation, a Delaware corporation, and its
operating subsidiaries and affiliates.


 


“Code” means the Internal Revenue Code of 1986, as amended.


 


“Committee” means the Organization and Compensation Committee
of the Board of Directors of Aon.


 


“Executive Committee” means the committee comprised of senior
members of Aon’s management team as established from time to time.


 


“Omnibus Incentive Plan” means the 2001 Senior Officer
Incentive Compensation Plan, as amended and restated effective January 1,
2006, or any successor plan.


 


“Organic Revenue Growth” means the growth in revenue
exclusive of the impact of foreign exchange rate changes, acquisitions,
divestitures, transfers between business units, investment income, reimbursable
expenses, and unusual items.


 


“Pre-tax income from ongoing operations” means such term
calculated according to GAAP and as adjusted for certain extraordinary or
special items, in the form and manner determined in the sole discretion of the
Committee and in compliance with IRS regulations, including, but not limited
to: change in accounting policy; gain/loss on disposition of assets or
business; charge for goodwill impairment; extraordinary legal/regulatory
settlements; extraordinary market conditions; significant currency
fluctuations; effects of nature or man-made disasters (e.g. World Trade
Center); hyperinflation (e.g. >15%); change in statutory tax
rates/regulations; charges from Board-approved restructuring programs; results
of discontinued operations held for sale after sale closing; other
extraordinary, unusual or infrequently occurring items — as defined by GAAP.


 


“Stock Plan” means the 2001 Aon Stock Incentive Plan, as amended
and re-approved by Aon’s stockholders at the 2006 annual meeting of
stockholders, or any successor plan.


 


“Total
and Permanent Disability” means (a) for US employees, entitlement
to long-term disability benefits under Aon’s program as amended from time to
time, and (b) for non-US employees, as established by applicable company
policy or as required by local law or regulations.


 


If
a term is used but not defined, it has the meaning given such term in the
Omnibus Incentive Plan.


 


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