ACE Limited Outside Directors Compensation Parameters August 2013

EX-10.1 2 ace-9302013xex101.htm EXHIBIT 10.1 ACE-9.30.2013-Ex 10.1


Exhibit 10.1
ACE Limited
Outside Directors Compensation Parameters
August 2013

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Annual Retainer Fee of $260,000. Paid $160,000 in restricted stock and $100,000 cash or, at the election of the director, $260,000 in restricted stock. Includes expectation of service on up to two committees (not counting service on Executive Committee). No fees are payable for regular board or committee meetings.

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Annual premiums for committee chairs and lead director:

—     Audit–$25,000        
—     Compensation–$20,000    
—     Risk & Finance–$15,000
—     Nominating & Governance–$12,000        
—     Lead director–$50,000

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Annual premiums for selected committee service (non-chair): None.

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Committee chair and lead director service premiums are payable in cash quarterly or, at the election of the director, in restricted stock annually.

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Meeting fees for “special” meetings (required to consider transactions or other special circumstances, as determined jointly by the Lead Director and Chairman): $2,000 per telephone meeting, $3,000 for ‘in person’ meetings. Payable in cash quarterly.

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Restricted stock will be awarded at beginning of the plan year (i.e. the date of the Annual General Meeting) and become non-forfeitable at end of the plan year, provided that the grantee has remained an ACE director continuously during that plan year. Increases shall be paid on a pro-rated basis, based on date of award.

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Equity ownership maintenance for outside directors:

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Minimum equity ownership: $400,000.
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Each Outside Director has until the fifth anniversary of his or her initial election to the Board of Directors to achieve this minimum.
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Previously granted restricted stock units (whether or not vested) and restricted stock (whether or not vested) shall be counted toward achieving this minimum.
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Stock options shall not be counted toward achieving this minimum.
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Once a given Outside Director has achieved the $400,000 minimum equity ownership, such requirement shall remain satisfied going forward as long as he or she retains the number of shares valued at $400,000 based on the NYSE closing price for the Company’s Common Shares as of the date such minimum threshold is initially met.
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Any vested shares held by an Outside Director in excess of the minimum share equivalent specified above may be sold at such Outside Director’s discretion.
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Shares may be sold after consultation with General Counsel.