MMC Benefits Handbook
The Plan is administered and interpreted by the Compensation Committee of the Board, whose decisions are final and binding. Members of the Compensation Committee do not serve for fixed periods, but may be appointed or removed at any time by the Board. Requests by plan participants for more information regarding the Committee may be addressed to Marsh & McLennan Companies, Inc., Global Benefits Department at 121 River Street – 3rd Floor, Hoboken, NJ 07030.
Changes to the Plan
Can the Company suspend or terminate the Plan?
Yes. The Board or Compensation Committee may suspend an offering under the Plan at any time, including shortening an offering in connection with a spin-off or other similar corporate event. The Board may terminate the Plan at any time. Upon termination of the Plan, all contributions will cease and all amounts then credited to your account will be equitably applied to the purchase of shares (including fractional shares) then available under the Plan and any remaining amounts will be promptly refunded to you.
Can the Plan be amended?
The Board may amend the Plan at any time, except that if shareholder approval is required by applicable law, then no such amendment will be effective unless approved by Marsh & McLennan Companies, Inc. shareholders within such time period as may be required.
Shares Subject to the Plan
In 2018, the Plan was amended by the Board and approved by the Company's shareholders. A total of 40.35 million shares (as adjusted for the 2002 stock split, the 2007 10 million share reduction and the 2018 increase) of Marsh & McLennan Companies, Inc. common stock (par value $1.00 per share) may be offered under the Plan pursuant to a July 30, 2018, registration statement.
Shares of Marsh & McLennan Companies, Inc. common stock are traded on the New York Stock Exchange and subject to market value fluctuation. The shares of common stock authorized for issuance under the Plan may be obtained through open market purchases, treasury stock or newly issued shares.
In the event of any change in the common stock through recapitalization, merger, consolidation, stock dividends or split, combination or exchanges of shares, the Compensation Committee may make adjustments in the Plan and the outstanding offering as it deems necessary and appropriate.
Change in Control
For purposes of the Plan, a "change in control" of Marsh & McLennan Companies, Inc. occurs under the following conditions:
- any person other that Marsh & McLennan Companies, Inc., any trustee or other fiduciary holding securities under an employee benefit plan of Marsh & McLennan Companies, Inc. or certain affiliates, becomes the beneficial owner directly or indirectly of 50% or more of the combined voting power of Marsh & McLennan Companies, Inc.'s then out-standing securities;
- during any period of two consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by Marsh & McLennan Companies, Inc.'s shareholders was approved by a vote of at least two-thirds of the directors still in office, who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
- the shareholders of Marsh & McLennan Companies, Inc. approve a merger or consolidation of Marsh & McLennan Companies, Inc. with any other corporation, other than certain designated transactions; or
- the shareholders of Marsh & McLennan Companies, Inc. approve a plan of complete liquidation of Marsh & McLennan Companies, Inc. or an agreement for the sale or disposition by Marsh & McLennan Companies, Inc. of all or substantially all Marsh & McLennan Companies, Inc.'s assets (or any transaction having a similar effect).
In the event of a change in control of Marsh & McLennan Companies, Inc., if the Compensation Committee determines that the operation or administration of the Plan could prevent participating employees from obtaining the benefit of the timely exercise of their options under the Plan, the Plan may be terminated in any matter deemed by the Committee to provide equitable treatment to participating employees.
A participant's options, rights or benefits under this Plan may not be transferred other than by the laws of descent and distribution.
The Plan shall be interpreted, construed and administered in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of laws.