Exhibit 4.3
AMENDED AND RESTATED
HILB, ROGAL AND HAMILTON COMPANY
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE 1
PURPOSE
The Hilb, Rogal and Hamilton Company Employee Stock Purchase Plan (the
"Plan") is created for the purpose of encouraging stock ownership by employees
of Hilb, Rogal and Hamilton Company (the "Company") and its subsidiaries so that
they may share in the growth of the Company by acquiring or increasing their
proprietary interest in the Company.
ARTICLE 2
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Company. The interpretation and
construction of any provision of the Plan shall be made by the Company and shall
be final and conclusive. The Company may adopt, from time to time, such rules
and regulations as it deems appropriate for carrying out the Plan. No officer,
director or employee of the Company who is charged with the administration of
the Plan shall be liable for any action or determination made in good faith with
respect to the Plan.
ARTICLE 3
ELIGIBLE EMPLOYEES
All full-time employees of the Company and its subsidiaries who are
eighteen years of age or older will be eligible to participate in the Plan.
ARTICLE 4
SHARES TO BE PURCHASED
The stock subject to purchase by eligible employees under the Plan
shall be shares of the common stock, without par value, of the Company (the
"Shares"), which will be purchased on the open market in accordance with the
Plan.
ARTICLE 5
PAYROLL DEDUCTIONS
Eligible employees, upon entering the Plan, shall authorize payroll
deductions to be made for the purchase of Shares. The deduction may be for any
amount, so long as it is not less than $20.00, nor more than $1,000.00 per
month, and is in even dollar amounts. The employee may authorize increases or
decreases in the amount of payroll deductions. In order to effect such a change
in the amount of the payroll deductions, the Company must receive notice of such
change 30 days prior to the commencement of the relevant pay period. The Company
will accumulate and hold for the employee's account the amounts deducted from
the employee's pay. No interest shall be paid on such amounts. All employees
assume the risk of fluctuations in the market price of the Shares.
ARTICLE 6
EMPLOYER CONTRIBUTION
For employee contributions made prior to March 1, 2003, the Company
will match a portion of the employee contribution by contributing to the Plan an
amount equal to 10% of the employee's monthly payroll deduction up to a maximum
contribution of $100 per employee per month. For employee contributions made on
or after March 1, 2003, the Company will match a portion of the employee
contribution by contributing to the Plan an amount equal to 15% of the
employee's monthly payroll deduction up to a maximum contribution of $150 per
employee per month. The Company matching contribution is not intended to be an
entitlement or part of the regular compensation of any eligible employee. In
connection with any such matching contribution, the Company shall deduct from
the participating employee's regular compensation all applicable federal and
state withholding and other taxes. The Company will pay (i) all brokerage
commissions relating to the purchase of the Shares under the Plan and (ii) all
administrative costs associated with the implementation and operation of the
Plan.
ARTICLE 7
AUTHORIZATION FOR ENTERING THE PLAN
An eligible employee may enter the Plan by completing, signing and
delivering to the Company an enrollment form provided by the Company. Such
authorization will take effect as of the next practicable payroll period. Unless
an employee authorizes changes to his/her payroll deductions in accordance with
Article 5 or withdraws from the Plan, such deductions under the latest
authorization on file with the Company shall continue from one payment period to
the succeeding payment period as long as the Plan remains in effect.
ARTICLE 8
PURCHASE OF SHARES
All Shares purchased under the Plan shall be purchased on the open
market by a securities broker designated from time to time by the Company. On a
monthly basis, the Company shall remit the total amount of employee payroll
deductions and Company matching contributions for such month to the designated
broker for the purchase of Shares on behalf of participating employees. The
Shares so purchased, including fractional Shares, shall be allocated to the
individual accounts of employees based upon the purchase price of the Shares and
the amounts contributed by or on behalf of the employee. In the event the
purchase of the Shares takes place over a number of days and/or at different
prices, then each employee's allocation shall be made on the basis of the
average price per share of the Shares. The number of Shares held in an
employee's account shall be adjusted in the event of a stock split, stock
dividend, recapitalization or similar adjustment in the Company's common stock.
ARTICLE 9
ISSUANCE OF SHARES
The Shares purchased under the Plan shall be registered in the name of
the broker or its nominee. Participating employees shall receive monthly
statements from the broker which will evidence all activity in the accounts that
have been established on their behalf. In the event a participating employee
wishes to hold certificates in the employee's own name, the employee must
instruct the broker to transfer the Shares in the employee's account to the
employee and bear the costs associated with the issuance of such certificates.
Certificates for fractional Shares will not be issued. An employee shall have
all of the rights of a shareholder of the Company with respect to the Shares
held in the employee's account.
ARTICLE 10
AUTOMATIC DIVIDEND REINVESTMENT
Any cash dividends paid by the Company with respect to Shares purchased
under the Plan by participating employees and held by the broker shall be
automatically reinvested in Shares of the Company on or before the date of the
next monthly purchase of Shares under the Plan.
ARTICLE 11
SALE OF SHARES PURCHASED UNDER THE PLAN
Each employee may sell at any time all or any portion of the Shares
acquired under the Plan and held in the employee's account. Any sale of the
Shares and distribution of the proceeds thereof to the employee shall be
effected through the broker designated by the Company. The
employee shall pay the broker's commission and any other expenses incurred with
regard to the sale of the Shares. All such sales of the Shares will be subject
to compliance with any applicable federal or state securities, tax or other
laws.
ARTICLE 12
WITHDRAWAL FROM THE PLAN
An employee may terminate participation in the Plan effective as of the
first business day of any pay period by delivering a written notice of
withdrawal to the Company at least 30 days prior to such date. In the event an
employee terminates participation in the Plan, such employee may not recommence
participation in the Plan for a period of 90 days from the date of such
termination. Upon termination of participation by an employee, the employee may
elect to (i) receive a certificate for the whole Shares held in the employee's
account and a check for any fractional Shares or (ii) instruct the broker to
sell the Shares held in the employee's account and distribute the proceeds of
the sale, less brokerage commissions, fees and expenses, to the employee.
ARTICLE 13
NO TRANSFER OR ASSIGNMENT
An employee's right to purchase Shares under the Plan through employee
payroll deductions and Company matching contributions are the employee's alone
and may not be exercised by, or transferred or assigned to, any other person.
ARTICLE 14
TERMINATION OF EMPLOYEE RIGHTS
An employee will be deemed to have withdrawn from the Plan, and all of
the employee's rights under the Plan (other than rights to acquire or dispose of
the Shares held in the employee's account in accordance with the final sentence
of Article 12 hereof) will terminate, when the employee ceases to be employed by
the Company or its subsidiaries due to disability, retirement, resignation,
death (subject to Article 15 below), termination with or without cause or any
other reason. In such event, all of the employee's payroll deductions that have
not been transferred to the broker for the purchase of Shares will be refunded
to the employee. If an employee's payroll deductions are interrupted by any
legal process, the employee will be deemed to have withdrawn from the Plan as of
the day the interruption occurs.
ARTICLE 15
BENEFICIARY DESIGNATION
An employee may designate a beneficiary to receive the Shares held in
the employee's account by completing a beneficiary designation form approved by
the Company and delivering the
completed designation form to the Human Resources Department of the Company. The
person who is the employee's named beneficiary at the time of his or her death
shall be entitled to receive such Shares after the death of the employee. The
employee may from time to time revoke or change his or her beneficiary without
the consent of any prior beneficiary by filing a new designation with the Human
Resources Department of the Company. The last such designation received by the
Company shall be controlling; provided, however, that no designation, or change
or revocation thereof, shall be effective unless received by the Company prior
to the employee's death, and in no event shall any designation be effective as
of a date prior to such receipt. If the Company is in doubt as to the right of
any person to receive the Shares held in the employee's account, the Company may
refuse to recognize such beneficiary designation, without liability for any lost
profits, damages or dividends thereon, until the Company determines the person
entitled to receive such Shares, which determination shall be final and
conclusive.
ARTICLE 16
TERMINATION AND AMENDMENT TO THE PLAN
The Plan may be amended, modified or terminated at any time by the
Company's Board of Directors. Upon any termination of the Plan, all payroll
deductions not used to purchase Shares will be refunded.
ARTICLE 17
UNFUNDED PLAN
The Plan, insofar as it provides for Company contributions, is not
required to be funded, and the Company shall not be required to segregate any
assets that may at any time be represented by such contributions under this
Plan.
ARTICLE 18
MISCELLANEOUS
Neither the adoption of this Plan, its operation, nor any documents
describing or referring to this Plan (or any part thereof) shall confer upon any
employee any right to continue in the employ of the Company or its subsidiaries,
or in any way affect any right and power of the Company or its subsidiaries to
terminate the employment of any employee at any time with or without assigning a
reason therefor. The Plan shall be binding on all successors and permitted
assigns of an employee, including, but not limited to, the estate of the
employee and the executor, administrator or trustee of such estate, and the
guardians or legal representative of the employee. The validity, construction
and effect of the Plan and any actions taken or related to the Plan shall be
determined in accordance with the laws of the Commonwealth of Virginia and
applicable federal law.
ARTICLE 19
EFFECTIVE DATE
The Plan became effective as of April 1, 2000. The effective date of
this Amended and Restated Plan is November 25, 2002