EX-10.12 2 cb-12312018xex1012.htm EXHIBIT 10.12
Exhibit 10.12
Chubb Limited
Outside Directors Compensation Parameters
February 2019

• | Annual Retainer Fee of $305,000. Paid $180,000 in restricted stock and $125,000 cash or, at the election of the director, $305,000 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.

• | Annual premiums for committee chairs and lead director:

— Audit–$35,000
— Compensation–$25,000
— Nominating & Governance–$20,000
— Risk & Finance–$20,000
— Lead director–$50,000

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

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

• | 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. Meeting fees as described in this paragraph shall be payable as determined by the Nominating & Governance Committee, but in all cases subject to availability, taking into account paid and allocable Retainer Fees and premiums described above, within the annual compensation cap approved by shareholders.

• | 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 a Chubb director continuously during that plan year. Increases shall be paid on a pro-rated basis, based on date of award.