FORM OF AMENDMENT TO STOCK OPTION AGREEMENTS AON CORPORATION AMENDMENT TO STOCK OPTION AGREEMENTS
FORM OF AMENDMENT TO STOCK OPTION AGREEMENTS
AON CORPORATION
AMENDMENT TO STOCK OPTION AGREEMENTS
WHEREAS, Aon Corporation (the "Company") and (the "Optionee") are parties to certain stock option agreements ("Agreements") granting Optionee options (the "Options") to purchase shares of Aon's common stock subject to the terms of the Aon Stock Incentive Plan, as amended and restated, and/or the Aon Stock Option Plan, as amended.
WHEREAS, the Optionee previously accepted the offer made by Aon to amend the Eligible Portion of his or her Eligible Options (as identified on Exhibit A) pursuant to the terms of the Offer to Amend the Exercise Price of Certain Options dated August 15, 2007 and the Optionee's executed election form.
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
- 1.
- Modification
of Exercise Price. As of , 2007, the Exercise Price per Share set forth in
the Agreements shall be amended with
regard to the Eligible Portion of the Eligible Options to the new Exercise Price per Share set forth on Exhibit A.
- 2.
- Option
Agreements. To the extent not expressly amended hereby, the Agreements remain in full force and effect. Notwithstanding the foregoing,
to the extent the Agreements made reference to the Options' qualification as Incentive Stock Options, the Optionee acknowledges that the Options, irrespective of this Amendment, will be reported as
Non-Qualified Stock Options for United States tax law purposes.
- 3.
- Entire Agreement. This Amendment, taken together with the Agreements (to the extent not expressly amended hereby) and any duly authorized written agreement entered into by and between Aon and the Optionee relating to the Options evidenced by the Agreements, represent the entire agreement of the parties, supersede any and all previous contracts, arrangements or understandings between the parties with respect to the Option evidenced by the Agreements, and may be amended at any time only by mutual written agreement of the parties hereto.
IN WITNESS WHEREOF, this instrument is executed as of September , 2007.
OPTIONEE | AON CORPORATION | ||
Signature | By: |
Print Name |
Title: |
1
Exhibit A
Eligible Option (Grant Number) |
Original Date of Grant |
Original Option Exercise Price |
Shares Subject to Eligible Portion |
Corrected Exercise Price for Eligible Portion |
Cash Payment (Aggregate Price Differential) |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
$ | $ | $ | |||||||||||
$ | $ | $ | |||||||||||
TOTAL $ |
2