Exhibit 10.3
MASTER AMENDMENT TO THE
REMAINING PLANS
April 1, 2020
This Master Amendment to the Aon Supplemental Savings Plan, as amended, Aon Corporation Supplemental Employee Stock Ownership Plan, as amended, Aon Deferred Compensation Plan, Aon Stock Award Plan, the Employment Agreement (the “Davies Agreement”) dated as of October 3, 2007, between Aon Corporation and Christa Davies (“Ms. Davies”), as amended, and the Amended and Restated Change in Control Agreement, dated as of November 13, 2009, as amended (the “Case Agreement”) between Aon Corporation and Gregory Case (“Mr. Case” and together with Ms. Davies, the “Executives”) (the “Remaining Plans”), is adopted by Aon Corporation, a Delaware corporation (the “Company”), to be effective as set forth below.
RECITALS
WHEREAS, Aon plc (incorporated in England with registered number 07876075) (“Aon UK”), the direct parent of the Company, was reorganized (the “Reorganization”) effective April 1, 2020 pursuant to a Scheme of Agreement (the “Scheme”) approved by Aon UK’s shareholders on February 4, 2020 and, as a result of the Reorganization, Aon UK became a subsidiary of Aon plc (incorporated in Ireland with registered number 604607) (the “Parent”) and each Class A ordinary share of Aon UK was cancelled and Aon UK shareholders received one Class A ordinary share of the Parent (“Aon IrelandOrdinary Share”) for each Class A ordinary share of Aon UK so cancelled (the “Aon UK Share Cancellation”);
WHEREAS, in connection with the Aon UK Share Cancellation, each outstanding equity award under the Remaining Plans, if and as applicable, and any other right to purchase or receive, or receive benefits or amounts based on, Class A ordinary shares of Aon UK was converted to a right to purchase or receive, or receive benefits or amounts based on, as applicable, one Aon Ireland Ordinary Share for each Class A ordinary share of Aon UK underlying or relating to such award or right as of the Scheme becoming effective;
WHEREAS, the Company was previously reorganized (the “Prior Reorganization”) effective April 2, 2012 pursuant to an Agreement and Plan of Merger and Reorganization approved by the Company’s stockholders on March 16, 2012, as a result of which the Company became a direct or indirect subsidiary of Aon UK, and, in connection with such Prior Reorganization, the Remaining Plans had been amended to, among other things, provide for the appropriate substitution of Aon UK in place of the Company, where applicable, to provide for the grant, issuance, acquisition, delivery, holding or purchase of, or otherwise relate to or refer to, in place of shares of the Company’s common stock, Aon UK ordinary shares or rights to Aon UK ordinary shares, as applicable (or rights to receive benefits or amounts by reference to Aon UK ordinary shares), on aone-for-one basis, to provide that the Prior Reorganization shall not constitute achange-in-control under any such plan, arrangement or agreement and to make any other conforming or clarifying changes as may be necessary to reflect the Prior Reorganization;
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