UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): February 29, 2008
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Willis Group Holdings Limited |
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(Exact Name of Registrant as Specified in Its Charter) |
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Bermuda |
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(State or Other Jurisdiction of Incorporation) |
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001-16503 |
98-0352587 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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c/o Willis Group Limited Ten Trinity Square London EC3P 3AX, England |
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(Address of Principal Executive Offices) |
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(44) (20) 7488-8111 |
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(Registrant’s Telephone Number, Including Area Code) |
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Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 29, 2008, Willis Group Holdings Limited ("WGHL") issued a press release (the "Press Release") announcing that it has extended the employment agreement with its Chairman and Chief Executive Officer, Joseph J. Plumeri. The agreement, which was originally scheduled to expire October 15, 2009, will extend his tenure as leader of Willis until the annual general meeting of shareholders in 2011, which is expected to be held in April 2011. Mr. Plumeri’s agreement also confirms the performance targets and conditions applicable to the receipt of annual bonuses and long term stock option incentives as agreed by the Board on the recommendation of the Compensation Committee. A copy of the Fourth Amended and Restated Employment Agreement is attached hereto and is incorporated by reference.
The Company also announced the following changes to WHGL’s management:
Grahame Millwater has been promoted to the new role as President of WGHL.
Tim Wright, age 46, will join the Company as Group Chief Operating Officer, focusing on operations, effective September 2008. Mr. Wright joins from Bain & Company, where he is currently head of UK Financial Services, a position he has held since 2004. From 2000 through 2004, Mr. Wright served as Chairman and CEO of Riskclick, a provider of collaboration software to the property and casualty insurance industry, which he co-founded. Prior to founding Riskclick, he was the Managing Partner of Booz Allen & Hamilton's UK business. Mr. Wright brings more than 20 years of international experience in the insurance and financial services industries.
Pursuant to his employment agreement, upon joining the Company Mr. Wright will be paid an annual base salary of (pound) 405,000 as well as annual bonuses and long term stock option incentives. Mr. Wright will be eligible to receive pension and other employee benefits commensurate with other Willis senior officers and participate in the Company’s share programs. Mr. Wright’s employment agreement also contains certain standard provisions relating to termination of employment and other matters. A copy of the Employment Agreement is attached hereto and is incorporated by reference.
Patrick Regan, currently Chief Financial Officer, is named Group Chief Operating Officer effectively immediately, focusing on the Company’s finance and administrative activities.
A copy of the Press Release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) |
Exhibits. |
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10.1 |
Fourth Amended and Restated Employment Agreement dated February 29, 2008, between Willis Group Holdings Limited, Willis North America Inc., and Joseph J. Plumeri. |
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10.2 |
Form of Employment Agreement dated December 17, 2007 between Willis Limited and Tim Wright | |
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99.1 |
Press Release of WGHL dated February 29, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WILLIS GROUP HOLDINGS LIMITED |
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Date: |
February 29, 2008 |
By: |
/s/ Adam G. Ciongoli |
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| Name: |
Adam G. Ciongoli |
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Title: |
General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
Description |
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10.1 |
Fourth Amended and Restated Employment Agreement dated February 29, 2008, between Willis Group Holdings Limited, Willis North America Inc., and Joseph J. Plumeri. |
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10.2 |
Form of Employment Agreement dated December 17, 2007 between Willis Limited and Tim Wright |
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99.1 |
Press Release of WGHL dated February 29, 2008. |
Exhibit 10.1
FOURTH AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT
("Agreement") is dated as of the [ ] day of February 2008, by and between WILLIS
GROUP HOLDINGS LIMITED, a company established under the laws of Bermuda ("Willis
Holdings"), WILLIS NORTH AMERICA, INC. (Willis US", and collectively with Willis
Holdings, "Employer") and JOSEPH J. PLUMERI ("Executive").
WHEREAS, on October 15, 2000 (the "Commencement Date"), Willis
US and Willis Group Limited (f/k/a Willis Group plc, "Willis UK") entered into
an employment agreement in order to employ Executive as Executive Chairman of
Willis US and Chairman and Chief Executive Officer of Willis UK, among other
things; and
WHEREAS, effective on or about May 8, 2001, as a result of the
exchange of ordinary shares of TAI Limited, a company established under the laws
of England and Wales and the former ultimate parent company of Willis UK and
Willis US, for shares of common stock of Willis Holdings (such stock, "Holdings
Stock"), Willis Holdings instead become the ultimate parent company of TAI
Limited, Willis US and Willis UK (the "Share Exchange"); and
WHEREAS, in connection with the Share Exchange, as of March
26, 2001, Willis US and Willis UK, along with Willis Holdings (collectively, the
"Willis Group") agreed to amend and restate this Agreement (the "First
Restatement"); and
WHEREAS, Willis Holdings, as the ultimate parent of Willis US,
became jointly and severally liable with Willis US for all obligations
hereunder;
WHEREAS, the parties last amended and restated this Agreement
as of May 25, 2004, creating the Third Amended and Restated Employment Agreement
(the "Third Amendment"); and
WHEREAS, the parties desire to make certain changes to the
Third Amendment, including to extend the Term and to bring this Agreement into
compliance with Section 409A of the Internal Revenue Code of 1986, as it may be
amended from time to time ("Section 409A").
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Employment, Compensation and Benefits. During the period of this
Agreement, Employer agrees to employ Executive in the capacity, to pay the
remuneration, and to provide the benefits, described below.
(a) Title and Duties.
(i) During the Term (as defined in Section 2 herein), Executive shall
be employed as Executive Chairman of Willis US, and shall hold the offices of
Executive Chairman and Chief Executive Officer of Willis Holdings and Willis US
and the offices of Chairman, Chief Executive Officer and Senior Managing
Director of Willis UK. During the Term, Executive shall also be a member of the
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Board of Directors of Willis Holdings (the "Board") (or such other most senior
governing board of Willis Holdings) and Executive Committee of Willis Holdings,
Willis UK and Willis US. Executive shall also be appointed to such senior
director and executive positions, as the Board, after consultation with
Executive, deems appropriate, of each subsidiary of Willis Holdings.
(ii) Executive shall have the customary duties,
responsibilities and authority of a chairman and a chief executive officer at a
corporation of a similar size and status as the Willis Group.
(iii) Executive shall report directly to the Board.
(iv) Executive's principal office shall be located at an
office of Willis US in Manhattan, New York City, New York.
(b) Remuneration.
(i) Base Salary. Beginning on the Commencement Date,
Executive's base salary shall be at the rate of $1,000,000 per annum, payable in
the United States in accordance with Willis U.S.'s normal payroll practices. The
amount of Executive's Base Salary shall be reviewed annually and may, at the
discretion of the Board, be adjusted (but never below the then Base Salary). Any
such increased amount shall constitute "Base Salary" hereunder. Unless otherwise
specified hereunder, all dollar amounts referred to in this Agreement are in
U.S. dollars and all amounts are to be paid in the United States.
(ii) Bonus. So long as Executive remains employed hereunder,
Executive shall be eligible for an annual bonus for each fiscal year ending
during the Term (the "Fiscal Year") pursuant to the Employer's annual bonus plan
(currently The Willis Group Senior Management Incentive Plan). So long as the
applicable performance criteria under the annual bonus plan for his position are
satisfied, bonuses shall be paid to Executive as set forth on Exhibit A hereto.
The bonus for the 2007 fiscal year shall be paid in 2008 in accordance with the
terms of this Agreement prior to this restatement. Except as otherwise provided
on Exhibit A hereto, all bonuses shall be paid in the calendar year next
following the end of the fiscal year in which it is measured.
(iii) Deferral of Receipt of Remuneration. Executive shall
have the right to defer, on an annual basis, receipt of his Base Salary and, to
the extent permitted by the Deferred Compensation Plan, his annual bonus to the
full extent provided and otherwise in accordance with the terms of Employer's
deferred compensation plan in which Executive participates (or any successor
plan thereto) as in effect from time to time (the "Deferred Compensation Plan")
and Section 409A.
(c) Benefits.
(i) Willis US Plans Generally. Employer shall provide, or
shall cause to be provided, Executive with those benefits, including medical,
life insurance, disability, pension and other benefit programs, plans and
practices to which similarly-situated, full-time executive employees of Willis
US and its subsidiaries (commensurate with Executive's position with Willis US)
are entitled (under the applicable benefit plans as in effect as of the
Commencement Date or as may be amended from time to time), as set forth in the
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Staff Handbook (the "Company Plans"), as well as fringe benefits commensurate
with the Executive's position, including, at Employer's expense, reasonable
availability of private air transportation, as determined appropriate for
business travel by Executive in his reasonable, good faith discretion and, when
reasonably necessary for security reasons, personal travel of Executive and his
family, unless otherwise expressly waived by Executive in writing.
(ii) Deferred Compensation Benefit. So long as Executive
remains employed by Employer hereunder, Executive shall be entitled to receive
an annual deferred compensation credit of $800,000 (the "Deferred Compensation
Benefit") under the Deferred Compensation Plan in respect of the Contract Year
beginning on October 15, 2003 and each full (or partial) Contract Year occurring
thereafter. Each such Deferred Compensation Benefit shall be credited to an
account established for Executive under the Deferred Compensation Plan (the
"Deferral Account") in four equal installments of $200,000 each, beginning on
January 14, April 14, July 14 and October 14 of each Contract Year in respect of
which such Deferred Compensation Benefit is being credited. Notwithstanding
anything set forth in this Agreement, or the Deferral Account to the contrary,
(A) Executive has received an additional Deferred Compensation Benefit credit in
respect of the Contract Year ending on October 14, 2003, of which one half was
credited on each of July 14, 2003 and October 14, 2003 and (B) on each date that
any Deferred Compensation Benefit is credited to the Deferral Account, Executive
shall be vested in, but not then entitled to payment of, such credited amount.
Subject to the foregoing, all Deferred Compensation Benefits shall otherwise be
treated under the Deferred Compensation Plan in the same manner (including,
without limitation but subject to Section 3(a)(ii) below) as any elective
deferrals of Base Salary and annual bonus amounts made by Executive under the
Deferred Compensation Plan as provided in Section 1(b)(iii) above.
(d) U.K. Corporate Housing. The Company shall continue to provide the
Executive with hotel housing when in London, England on Company business at the
same level as provided in 2007.
(e) Other Expenses. All expenses of Executive incurred in connection with
the performance of his services hereunder or prior hereto, other than with
respect to the commutation by Executive from his home in New Jersey to his
office in New York City, shall be payable or reimbursed by Employer (including
but not limited to those fringe benefits set forth in Sections 1(c)(i) and 1(d),
above) and, to the extent, if any, such expenses would be taxable to Executive,
shall be grossed up by Employer such that Executive has no after-tax cost for
such expenses or additional gross-up amount. Expenses shall be reimbursed as
soon as practicable after Executive incurs such expense and submits
documentation thereof (which shall be submitted within ninety (90) days of the
incurrence of the expense). All taxable payments and reimbursements, including
any gross-up payment related to expenses paid pursuant to this Section 1(e),
shall be paid in accordance with Section 7(l)(iii) hereof.
(f) Indemnification. Employer shall provide Executive with Directors and
Officers and Errors and Omissions insurance in amounts reasonably acceptable to
Executive. Willis Holdings and Willis US each agrees, and shall cause their
respective subsidiaries to agree, to indemnify and defend Executive, to the
fullest extent permitted by applicable law and by their respective Articles of
Incorporation and by-laws (or the applicable equivalent governing documents),
with respect to any and all claims which arise from or relate to Executive's
duties as an officer, member of the Board (and any other board of directors (or
equivalent governing entity) of Willis UK, Willis US or any of their
affiliates), employee of Willis US, and duties performed in connection with the
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offices of Willis UK and Willis Holdings held by Executive, or as a fiduciary of
any employee benefit plan or a similar capacity with any other entity for which
Executive is performing services at Employer's request, whether performed
heretofore or hereafter.
(g) Equity Participation.
(i) General. The provisions of the Third Amendment as to prior
equity grants shall continue to apply.
(ii) Registration Rights. Executive shall be entitled to
registration rights in accordance with the 2004 Registration Rights Agreement.
(iii) Change of Control. The definition of Change of Control
applicable to any equity grant made to the Executive or in any equity or
employee benefit plan as it applies to Executive shall be the same as the
definition of Change of Control set forth herein, provided that this subsection
(ii) shall not apply to any already outstanding equity grant as of May 25, 2004
to the extent application of it would result in an adverse accounting charge to
the Employer because of a change in the definition of Change in Control.
(iv) 2008 Equity Grant. Executive shall be entitled to stock
option grants as provided in Exhibit B hereto.
(v) Future Grants. Executive shall be eligible for such future
equity awards as determined by the Compensation Committee of the Board.
(h) Executive shall be entitled to vacation time and holidays as are
provided in general to executive employees of Willis US but shall, in any event,
be entitled to no less than four (4) weeks of vacation per year. Any unused days
accrued in a particular year may not be carried over to a subsequent year.
2. Term and Termination.
(a) Term. This Agreement shall become effective as of the Commencement
Date. Unless terminated earlier pursuant to Section 2(b), below, Executive's
employment hereunder shall remain in effect until the annual meeting of the
Employer occurring in 2011. For purposes of this Agreement, the employment term
(which began on the Commencement Date) shall be deemed to be the "Term", and
each twelve-month period commencing on the Commencement Date and on each
anniversary thereof occurring during the Term shall be deemed to be a "Contract
Year".
(b) Termination. The Term shall terminate on the earlier to occur of (i)
the expiration of the Term and (ii) the date upon which Executive's employment
is terminated by Employer or Executive. Subject to the conditions and procedures
of Section 3(d)(iii) and (iv), below, either party may terminate the Term and
Executive's employment at any time by providing 90 days' prior written notice to
the other party of the termination of Executive's employment. A termination by
either Employer shall be deemed a termination by the Employer and all other
members of the Willis Group and their respective subsidiaries.
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3. Effect of Certain Terminations.
(a) Termination without Cause by Employer or Resignation with Good Reason
by Executive. If at any time during the Term, Employer terminates Executive
without Cause (as defined below) or the Executive terminates his employment with
the Willis Group for Good Reason (as defined below), Executive shall be entitled
to the following:
(i) Subject to Section 7(l) hereof, within thirty (30) days
after such termination, Employer shall pay to Executive as severance the lesser
of (x) Four Million Dollars ($4,000,000) and (y) Two Million Dollars (2,000,000)
multiplied by a fraction, the numerator of which is the number of months
remaining in the Term (without regard to the Termination) and the denominator of
which is twelve (12); provided, however, if (I) after the occurrence of a Change
in Control (or prior thereto, at the direction of an anticipated successor or
otherwise in connection therewith), Executive's employment is terminated for any
reason by Employer (or their respective successors) or (II) after the occurrence
of a Change in Control, Executive's employment is terminated by Executive with
or without Good Reason, then, in lieu of Executive's entitlements for severance
as set forth above, Employer (or its applicable successor) shall be required to
pay Executive as severance, subject to Section 7(l) hereof, within thirty (30)
days after such termination, an amount equal to Six Million Dollars
($6,000,000); and
(ii) Employer shall provide, or shall cause to be provided,
Executive with his (x) Accrued Amounts (as defined below) and (y) his Accrued
Rights (as defined below); provided, however, that any Deferred Compensation
Benefit that would otherwise have been credited to Executive's Deferral Account
pursuant to Section 1(c)(ii) above if Executive had remained employed by
Employer hereunder for the balance of the Term shall instead be credited in full
to the Deferral Account effective as of the date of such termination, and all
Deferred Compensation Benefits then credited to the Deferral Account shall
otherwise be paid to Executive pursuant to and in accordance with the provisions
of the Deferred Compensation Plan and in accordance with the provisions of
Section 409A, as applicable.
(b) Other Terminations. In the case of any other termination not covered by
Section 3(a) alone, Executive shall only be entitled to his Accrued Amounts and
Accrued Rights; provided, however, that after the occurrence of a Change in
Control, if Executive terminates his employment without Good Reason, Executive's
Deferred Compensation Benefits shall be credited and payable in the same manner
and pursuant to the same terms as set forth in Section 3(a)(ii) above.
(c) No Mitigation; No Offset. The amounts due under Section 3(a) shall be
paid without any obligation of mitigation or offset for future earnings or other
amounts, and shall be paid without setoff, counterclaims or defense. Executive
shall not be eligible for any amounts of a similar nature that would be payable
to Executive pursuant to other severance plans of the Willis Group.
(d) Definitions. For purposes of this Agreement, the capitalized terms used
above shall have the following meanings:
(i) "Accrued Amounts" shall mean (x) all accrued but unpaid
Base Salary and vacation pay, to be paid promptly after termination; (y) any
bonus due as a result of actual performance but unpaid for any completed fiscal
year, to be paid in the calendar year of such termination when bonuses are paid
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to its senior level executives in respect to such fiscal year; and (z) in
respect of the Fiscal Year in which the termination occurs, payment of an
amount, (the "Prorated Bonus") equal to a pro rated portion of the actual annual
bonus earned based on performance during the Fiscal Year in which the
termination occurs based on actual results, which bonus shall be paid to
Executive in the calendar year next following the calendar year of termination
and at the same time as said payment would be made if Executive was still
employed by the Employer; provided, however, that upon a termination of
Executive's employment for Cause or by Executive without Good Reason (other than
as a result of death, Disability, Mutual Retirement (as defined below) prior to
the end of the Term or at or after the annual meeting in 2011), "Accrued
Amounts" shall not include a Prorated Bonus in respect of the Fiscal Year in
which the termination occurs.
(ii) "Accrued Rights" shall mean any amounts or benefits due
to Executive under any benefit or equity plan or program (other than a severance
plan), and Executive's rights under Sections 1(c), 1(e), 1(f), 4 and 7 hereof,
payable in accordance with the terms of such plan or program.
(iii) "Cause" shall mean (A) Executive's conviction of, or
pleading nolo contendere to, a misdemeanor involving sexual misconduct or to a
felony (other than a traffic infraction not involving actual imprisonment), (B)
Executive's willful and continuous misconduct with regard to his material duties
and responsibilities which causes demonstrable harm of a material nature (C)
Executive's serious or persistent breach of Executive's material obligations
under this Agreement (including any repeated failure to abide by the legal,
written directives presented to him by the Board, which directives are not in
violation of Section 1(a)(ii) hereof) or (D) gross negligence (other then as a
result of physical or mental impairment) with regard to his duties; provided,
that, in the case of (B), (C) and (D), above, such misconduct, breach or
negligence was not resolved or cured within fifteen (15) days following the
applicable Employer's written notice to Executive of the Employer's intention to
terminate Executive's employment for Cause as a result of such circumstances,
which notice (pursuant to Section 2(b)) describes such circumstances with
sufficient particularity to give Executive a reasonable opportunity to resolve
or cure any such misconduct, breach or negligence. For purposes of this
definition, an act (or omission) shall not be deemed "willful", if, in the good
faith belief of Executive, such act (or omission) was in the best interests of
the Willis Group (or any of their respective subsidiaries), and such belief was
reasonable.
(iv) "Change of Control" means (a) the acquisition of
ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof), of equity interests representing more than 30% of the aggregate
ordinary voting power represented by the issued and outstanding equity interests
of Willis Holdings; (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of Willis Holdings by Persons who were neither
(i) nominated by the board of directors of Willis Holdings nor (ii) appointed by
directors so nominated; provided a Person shall not be deemed so nominated or
appointed if such nomination or appointment is the result of a proxy contest or
a threatened proxy contest; (c) the failure of Willis Holdings to own, directly
or indirectly, at least 50% of the aggregate ordinary voting power represented
by the issued and outstanding equity interests of Willis US (or the successor
entity owing all or substantially all of the assets previously owned by Willis
US if such assets are transferred); (d) a merger, consolidation or other
corporate transaction of Willis Holdings (a "Transaction") such that the
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shareholders of Willis Holdings immediately prior to such Transaction do not own
more than 50 percent of the aggregate ordinary voting power of the surviving
entity (or its parent) immediately after such Transaction in approximately the
same proportion to each other as immediately prior to the Transaction; (e) the
sale of all or substantially all of the assets of Willis Holdings or (f)
approval by the shareholders of Willis Holdings of a plan of liquidation or
dissolution of Willis Holdings.
(v) "Good Reason" shall mean Executive terminates his
employment as a result of (A) any diminution by any member of the Willis Group
of his titles, positions or status within the Willis Group, without Executive's
written consent thereof, (B) any material diminution of his duties,
responsibilities or authority, or the assignment to him of any duties materially
inconsistent with his positions within the Willis Group, without Executive's
written consent thereof, (C) any relocation of his principal office from New
York, New York, without Executive's written consent thereof, (D) any material
breach of this Agreement by Employer, (E) the occurrence of a Change in Control
or (F) the Board repeatedly overrides, supersedes or disregards reasonable
decisions by Executive or recommendations made by Executive to the Board, such
that the Board materially interferes with Executive's ability to effectively
function as the Executive Chairman and Chief Executive Officer, or the Board
otherwise takes actions that constructively represent a lack of confidence in
Executive's ability to perform his duties and responsibilities; provided, that
in all cases (other than (E) above), such action or breach is not resolved or
cured within fifteen (15) days following Executive's written notice (pursuant to
Section 2(b)) to Employer of the event that he asserts is the basis for Good
Reason, and which event or behavior Employer does not resolve or cure during
such 15-day period.
(vi) "Mutual Retirement" shall mean a Retirement with the
mutual agreement of the Executive and the Board with a successor chief executive
officer approved by both in writing in place.
(vii) "Retirement" shall mean Executive's termination of
employment with the Willis Group after Executive has been employed with the
Willis Group for at least five years following the Commencement Date.
(viii) "Section 409A" shall mean Section 409A of the
Internal Revenue Code of 1986, as it may be amended from time to time.
(e) Disability Termination. Employer may terminate Executive's employment
as a result of a "Disability" if Executive, as a result of mental or physical
incapacity, has been unable to perform his material duties for six (6)
consecutive months (or 180 days in any 360-day period). Such termination shall
be only permitted while Executive is still so disabled and shall be effective on
thirty (30) days written notice to Executive, provided that such termination
shall not be effective if Executive returns to full time performance of his
material duties within such thirty (30) day period and continues in such full
time capacity (which full time status shall be deemed to continue even in the
event that vacation or intermittent and de minimis sick leave is taken) for six
(6) consecutive months thereafter. For the avoidance of doubt, in the event that
Executive does return to full time performance but does not continue in such
full time capacity for six (6)) consecutive months thereafter, the termination
shall be deemed effective on thirty (30) days written notice following the most
recent date that Executive fails to continue in such full time capacity.
Notwithstanding the foregoing, in the event that as a result of absence because
of mental or physical incapacity Executive incurs a "separation from service"
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within the meaning of such term under Section 409A, Executive shall on such date
automatically be terminated from employment as a Disability Termination.
4. Excise Tax.
(a) In the event it shall be determined that any payment, benefit or
distribution (or combination thereof) by Employer, any of Employer's affiliates,
one or more trusts established by Employer for the benefit of its employees, or
any other person or entity, to or for the benefit of Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement,
or otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option, stock
appreciation right, phantom equity awards or similar right, or the lapse or
termination of any restriction on the vesting or exercisability of any of the
foregoing) (a "Payment") would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code") by reason of
being "contingent on a change in ownership or control" of Willis US or Willis
Holdings, within Section 280G of the Code (or any successor provision thereto)
or any interest or penalties are incurred by Executive with respect to such
excise tax (such excise tax, together with any such interest and penalties,
hereinafter collectively referred to as the "Excise Tax"), then Executive shall
be entitled to receive an additional payment or payments (a "Gross-Up Payment")
in an amount such that after payment by Executive of all taxes (including any
interest or penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments.
(b) Subject to the provisions of Section 4(a) hereof, all determinations
required to be made under this Section 4, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by a nationally
recognized certified public accounting firm as may be designated by Employer,
and reasonably satisfactory to Executive (the "Accounting Firm"), which shall
provide detailed supporting calculations both to Employer and Executive within
fifteen (15) business days of Termination Date, or such earlier time as is
requested by Employer; provided that for purposes of determining the amount of
any Gross-Up Payment, it is recognized that Executive will pay federal income
tax at the highest marginal rates applicable to individuals in the calendar year
in which any such Gross-Up Payment is to be made to pay state and local income
taxes at the highest effective rates applicable to individuals in the state or
locality of Executive's residence or place of employment in the calendar year in
which any such Gross-Up Payment is to be made, net of the maximum reduction in
federal income taxes that can be obtained from deduction of such state and local
taxes, taking into account limitations applicable to individuals subject to
federal income tax at the highest marginal rates. All fees and expenses of the
Accounting Firm shall be borne solely by Employer. Any Gross-Up Payment, as
determined pursuant to this Section 4, shall be paid by Employer to Executive
(or to the appropriate taxing authority on Executive's behalf) when due
immediately prior to the date Executive is required to make payment of any
Excise Tax or other taxes. If the Accounting Firm determines that no Excise Tax
is payable by Executive, it shall so indicate to Executive in writing, with an
opinion that Executive has substantial authority not to report any Excise Tax on
his/her federal state, local income or other tax return. Any determination by
the Accounting Firm shall be binding upon Employer and the Executive absent a
contrary determination by the Internal Revenue Service or a court of competent
jurisdiction; provided, however, that no such determination shall eliminate or
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reduce Employer's obligation to provide any Gross-Up Payment that shall be due
as a result of such contrary determination. As a result of the uncertainty in
the application of Section 4999 of the Code (or any successor provision thereto)
and the possibility of similar uncertainty regarding state or local tax law at
the time of any determination by the Accounting Firm hereunder, it is possible
that the amount of the Gross-Up Payment determined by the Accounting Firm to be
due to (or on behalf of) Executive was lower than the amount actually due
("Underpayment"). In the event that Employer exhausts its remedies pursuant to
Section 4(c) and Executive thereafter is required to make a payment of any
Excise Tax, the Accounting Firm shall determine the amount of the Underpayment
that has occurred as promptly as possible and notify Employer and Executive of
such calculations, and any such Underpayment (including the Gross-Up Payment to
Executive) shall be promptly paid by Employer to or for the benefit of Executive
within five (5) business days after receipt of such determination and
calculations.
(c) Executive shall notify Employer in writing of any claim by the Internal
Revenue Service that, if successful, would require the payment by Employer of
any Gross-Up Payment. Such notification shall be given as soon as practicable
but no later than ten (10) business days after Executive is informed in writing
of such claim and shall apprise Employer of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty (30) day period following the
date on which he gives such notice to Employer (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If
Employer notifies Executive in writing prior to the expiration of such period
that it desires to contest such claim, Executive shall (i) give Employer any
information which is in Executive's possession reasonably requested by Employer
relating to such claim, (ii) take such action in connection with contesting such
claim as Employer shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with respect to
such claim by an attorney reasonably selected by Employer, (iii) cooperate with
Employer in good faith in order to effectively contest such claim, and (iv)
permit Employer to participate in any proceedings relating to such claim;
provided, however, that Employer shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold Executive harmless, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this Section 4(c), Employer shall control all proceedings taken in connection
with such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Employer shall determine;
provided, further, that if Employer directs Executive to pay such claim and sue
for a refund, Employer shall pay the amount of such claim to Executive, and
shall indemnify and hold Executive harmless, on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such payment or with respect to any imputed income with
respect to such payment (including the applicable Gross-Up Payment); provided,
further, that if Executive is required to extend the statute of limitations to
enable Employer to contest such claim, Executive may limit this extension solely
to such contested amount. Employer's control of the contest shall be limited to
issues with respect to which a Gross-Up Payment would be payable hereunder and
10
Executive shall be entitled to settle or contest, as the case may be, any other
issue raised by the Internal Revenue Service or any other taxing authority. The
reimbursement of expenses incurred by Executive due to a tax contest or
litigation addressing the existence or amount of an Excise Tax liability shall
be reimbursed promptly, but in no event be made later than the end of the
calendar year next following the calendar year in which the taxes that are
subject of the contest or litigation are remitted to the taxing authority (or if
no taxes are remitted as a result of such audit or litigation, the end of the
calendar year next following the calendar year in which the audit is completed
or there is a final and nonappealable settlement or other resolution of the
litigation). In addition, without extending the time of any obligation in this
Section 4, any tax Gross-Up Payment shall be made no later than the end of the
calendar year next following the calendar year in which the Executive remits the
related tax.
(d) If, after the receipt by Executive of an amount paid by Employer
pursuant to this Section 4, Executive becomes entitled to receive any refund
with respect to a Gross-Up Payment, Executive shall (subject to Employer's
complying with the requirements of Section 4(c)) promptly pay to Employer the
amount of such refund received (together with any interest paid or credited
thereon after taxes applicable thereto). Notwithstanding the foregoing, in the
event that the obligation to refund any amount shall be a violation of the
Sarbanes-Oxley Act of 2002, such obligation to refund shall be null and void.
(e) To the extent that the applicable regulations under Code Section 280G
permits a later recalculation by the Employer, or requires a later
recalculation, of whether the Payments are subject to the Excise Tax, the
provisions of this Section 4 shall again be applied based upon such
recalculation.
5. Ownership of Business. All business activity participated in by
Executive as an employee of Employer, and Executive's execution of his duties
and responsibilities to the Willis Group and their related entities as set forth
in Section 1(a), above (the "Business Activity") shall be conducted solely on
behalf of Employer and their related entities. Executive shall have no right to
share in any commission or fee resulting from such Business Activity, other than
the compensation referred to in Section 1(b), above, and any monies due to any
member of the Willis Group or their related entities as a result of Business
Activity which may be collected by Executive on behalf of the Willis Group or
their related entities shall be promptly paid over to of the Willis Group or
their related entities, as applicable.
6. Confidential Information; Noncompetition and Nonsolicitation. In
consideration of Employer entering into this Agreement with Executive, Executive
hereby agrees effective as of the Effective Date that, without Employer's prior
written consent, Executive shall not while employed by the Employer and for a
period of one year following termination of Employee's employment with Employer:
(a) On behalf of an entity, which, aggregated with its affiliates, is
primarily in the insurance brokerage business, directly or indirectly solicit,
accept, or perform, other than on Employer's behalf, insurance brokerage,
insurance agency, risk management, claims administration, consulting or other
business performed by the Employer from or with respect to (i) clients of
Employer with whom Employee had business contact or provided services to, either
alone or with others, while employed by Employer and, further provided, such
clients were clients of Employer either on the date of termination of Employee's
employment with Employer or within twelve (12) months prior to such termination
(the "Restricted Clients") and (ii) active prospective clients of Employer with
11
whom Employee had business contacts regarding the business of the Employer
within six (6) months prior to termination of Employee's employment with
Employer (the "Restricted Prospects").
(b) Directly or indirectly, other than in performing his duties for
Employer, (i) solicit any employee of Employer ("Protected Employees") to work
for Employee or any third party, including any competitor (whether an individual
or a competing company) of Employer or (ii) induce any such employee of Employer
to leave the employ of Employer, provided the foregoing shall not apply to
Executive's personal assistants and personal non-executive staff, shall not be
violated by general advertising not specifically targeted at the Employer's
employees and shall not prevent Executive from serving as a reference for any
given individual.
(c) Provide services to Aon Corporation or Marsh, Inc. (or their
subsidiaries) as an employee, consultant or director, provided that the
foregoing shall not prevent Executive from providing such services to a
conglomerate that hereafter acquires such entities that is not primarily in the
insurance brokerage business and services to such entities by Executive is not
the primary focus of Executive's position.
For purposes of this paragraph 6, "Territories" shall refer to those counties
where the Restricted Clients, Restricted Prospects, or Protected Employees of
Employer are present and available for solicitation.
7. Miscellaneous
(a) Integrated Agreement. Except as otherwise provided in this Section 6,
this document, together with the letter agreement dated as of March 26, 2001,
which shall remain in full force and effect, embodies the complete understanding
and agreement of the parties hereto relating to Executive's employment;
provided, however, that, except as otherwise provided in Section 1(g), above,
this Agreement shall be in addition to and not in lieu of the agreements
relating to Executive's subscription to, purchase of, and option to purchase,
Holdings Stock, as referenced in Section 1(g), above. This Agreement may not be
amended or terminated orally, but only by a writing executed by the parties
hereto.
(b) Severability; Effect of Certain Securities Laws and Other Restrictions.
If any term of this Agreement is rendered, declared or held to be invalid or
unenforceable by any judicial, legislative or administrative action, the
remaining provisions hereof shall remain in full force and effect, shall in no
way be affected, impaired or invalidated, and shall be enforced to the full
extent permitted by law and equity. In addition, notwithstanding anything set
forth in this Agreement to the contrary, in the event and to the extent that any
term of this Agreement (or benefit provided hereunder) is or becomes prohibited
by applicable securities laws (and any rules or regulations promulgated
thereunder) or rules or regulations of any exchange on which Holdings Stock is
traded, such term or benefit shall be suspended unless and until such term or
benefit ceases to be prohibited by such laws, rules or regulations, and
Executive hereby acknowledges and agrees that any such suspension will not
constitute a breach of this Agreement by Employer.
(c) Notices. Any notices given pursuant to this Agreement shall be sent by
certified mail or a nationally recognized courier service, with proof of
delivery, to the addresses set forth below (or, in the event of an address
12
change by either party, to the then-current address of the party, as specified
in any written change-of-address notice properly furnished under this Section
7(c)).
If to Employer, then to:
Willis North America, Inc.
26 Century Boulevard
Nashville, Tennessee 37214
Attention: Mary Caizzo, Esq.
-and-
Willis Group Holdings Limited
c/o Willis of New York, Inc.
One World Financial Center
200 Liberty Street
New York, New York 10281
Attention: Adam Ciongoli, Esq.
If to Executive:
To Executive's most recent address set forth in
the personnel records of Willis US
With a copy to:
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
Attention: Michael S. Sirkin, Esq.
(d) Governing Law; Remedies. The substantive laws of New York shall govern
this Agreement, without giving effect to its conflicts of law principles. Any
disputes or issues arising out of or relating to any equity in Willis Holdings
that Executive has received or may become entitled to receive shall also be
governed by the laws of the State of New York or, with respect to any stock
options granted on Holdings Stock (except to the extent it involves
interpretation under the Employment Agreement), the laws of Bermuda, without
regard to conflicts of law principles in any event. Executive acknowledges that
there is no adequate remedy at law for any breach of the provisions of Section 6
of this Agreement and that, in addition to any other remedies to which it may
otherwise be entitled as a matter of law, Employer shall be entitled to
injunctive relief in the event of any such breach.
(e) Waiver. The waiver by any party of any breach of this Agreement shall
not operate or be construed as a waiver of that party's rights upon any
subsequent or different breach.
(f) Successors and Assigns; Third-Party Beneficiaries. This Agreement shall
inure to the benefit of and be binding upon and enforceable against the heirs,
legal representatives and assigns of Executive and the successors and permitted
assigns of Employer. Any amounts due Executive as of his death shall be paid to
his designated beneficiary, or if none, his estate. Willis Holdings' direct and
13
indirect subsidiaries are intended third-party beneficiaries of all promises and
covenants made by Executive herein in favor of Willis US in Section 6 hereof. As
such, insofar as they are affected by any breach of this Agreement by Executive,
Willis Holdings' direct and indirect subsidiaries may enforce Executive's
covenants and promises herein to the same extent that Employer has a right to do
so. Neither Willis Holdings nor Willis US may assign this Agreement or its
rights hereunder except as part of a sale of, and to the acquirer of, all or
substantially all of the securities and/or assets of Willis Holdings or Willis
US and then only if the assignee and the ultimate parent entity of the assignee
(if applicable) promptly deliver to Executive a written assumption of the
obligations hereunder in a form reasonably acceptable to Executive (or, to the
extent otherwise required to bind an entity other than an entity incorporated
under the laws of the United States, the equivalent documentation therefor).
(g) Counterparts. This Agreement may be signed in counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
(h) Legal Fees. Employer shall promptly pay Executive's reasonable legal
and financial advisory fees incurred in connection with entering into this
Agreement and shall, to the extent such amounts would be taxable to Executive,
fully gross up such payments so that Executive shall have no net after-tax cost
in respect of such payments. Any reimbursement hereunder that is treated as
taxable income shall be paid to Executive promptly and in accordance with
Section 7(l)(iii) hereof.
(i) Arbitration. Any dispute hereunder or with regard to any document or
agreement referred to herein, other than injunctive relief under Section 7(d)
hereof, shall be resolved by arbitration before the American Arbitration
Association in New York City, New York. The determination of the arbitrator
shall be final and binding on the parties hereto and may be entered in any court
of competent jurisdiction. In the event of any arbitration or other disputes
with regard to this Agreement or any other document or agreement referred to
herein, Employer shall pay Executive's legal fees and disbursements promptly
upon presentation of invoices thereof, subject to an obligation of Executive to
repay such amounts if an arbitrator finds Executive's positions in such
arbitration or dispute to have been frivolous or made in bad faith. In the event
of any arbitration or other disputes with regard to this Agreement or any other
document or agreement referred to herein, such fees and costs shall be paid by
the Employer prior to final disposition and promptly as such fees are incurred
and submitted to the Employer for payment on a quarterly basis which submission
shall be made within forty-five (45) days after the end of such quarter, subject
to an obligation of Executive to repay such amounts if an arbitrator finds
Executive's positions in such arbitration or dispute to have been frivolous or
made in bad faith.
(j) Jurisdiction. Willis US and Willis Holdings each hereby consents to the
jurisdiction of the federal and state courts in the State of New York,
irrevocably waives any objection it may now or hereafter have to laying of the
venue of any suit, action, or proceeding in connection with this Agreement in
any such court, and agrees that service upon it shall be sufficient if made by
registered mail, and agrees not to asset the defense of forum nonconveniens.
(k) Joint and Several Liability. Willis US and Willis Holdings shall each
be jointly and severally liable to Executive for all obligations of Employer
hereunder and, in the event of any failure of such obligations to be timely
14
fulfilled, Executive may seek applicable remedies against either Willis US or
Willis Holdings, or both, without adversely affecting his rights under this
Agreement. Any determination by an arbitrator against either Willis US or Willis
Holdings shall be deemed a determination with regard to both such entities.
(l) Section 409A.
(i) The intent of the parties is that payments and benefits
under this Agreement comply with Section 409A and the regulations and guidance
promulgated thereunder and, accordingly, to the maximum extent permitted, this
Agreement shall be interpreted to be in compliance therewith. If Executive
notifies the Employer (with specificity as to the reason therefor) that
Executive believes that any provision of this Agreement (or of any award of
compensation, including equity compensation or benefits) would cause Executive
to incur any additional tax or interest under Section 409A and the Employer
concurs with such belief or the Employer (without any obligation whatsoever to
do so) independently makes such determination, the Employer shall, after
consulting with Executive, reform such provision to attempt to comply with
Section 409A through good faith modifications to the minimum extent reasonably
appropriate to conform with Section 409A. To the extent that any provision
hereof is modified in order to comply with Section 409A, such modification shall
be made in good faith and shall, to the maximum extent reasonably possible,
maintain the original intent and economic benefit to Executive and the Employer
of the applicable provision without violating the provisions of Section 409A.
The Employer shall promptly modify all plans, programs and payroll practices
that Executive participates in to comply with Section 409A.
(ii) A termination of employment shall not be deemed to have
occurred for purposes of any provision of this Agreement providing for the
payment of any amounts or benefits upon or following a termination of employment
unless such termination is also a "separation from service" within the meaning
of Section 409A and, for purposes of any such provision of this Agreement,
references to a "termination," "termination of employment" or like terms shall
mean "separation from service." If Executive is deemed on the date of
termination to be a "specified employee" within the meaning of that term under
Section 409A(a)(2)(B), then with regard to any payment or the provision of any
benefit that is specified herein as subject to this Section or is otherwise
considered "deferred compensation" under Section 409A (whether under this
Agreement, any other plan, program, payroll practice or any equity grant)
(including but not limited to the Restricted Stock Units granted March 14, 2007
and each grant hereafter made in accordance with Exhibit A hereto) and is due
upon Executive's separation from service, such payment or benefit shall not be
made or provided until the date which is the earlier of (A) the expiration of
the six (6)-month period measured from the date of such "separation from
service" of the Executive, and (B) the date of Executive's death (the "Delay
Period") and this Agreement and each such plan, program, payroll practice or
equity grant shall hereby be deemed amended accordingly. Upon the expiration of
the Delay Period, all payments and benefits delayed pursuant to this Section
7(l)(ii) (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed to
Executive in a lump sum with interest at the prime rate as published in the Wall
Street Journal on the first business day of the Delay Period (provided that any
payment measured by a change in value that continues during the Delay Period
shall not be credited with interest for the Delay Period), and any remaining
payments and benefits due under this Agreement shall be paid or provided in
accordance with the normal payment dates specified for them herein.
15
(iii) All expenses or other reimbursements paid pursuant to
Sections 1(e) and 7(h) hereof that are taxable income to the Executive shall in
no event be paid later than the end of the calendar year next following the
calendar year in which Executive incurs such expense or pays such related tax.
With regard to any provision herein that provides for reimbursement of costs and
expenses or in-kind benefits, except as permitted by Section 409A, (i) the right
to reimbursement or in-kind benefits shall not be subject to liquidation or
exchange for another benefit, (ii) the amount of expenses eligible for
reimbursement, of in-kind benefits, provided during any taxable year shall not
affect the expenses eligible for reimbursement, or in-kind benefits to be
provided, in any other taxable year, provided that the foregoing clause (ii)
shall not be violated without regard to expenses reimbursed under any
arrangement covered by Internal Revenue Code Section 105(b) solely because such
expenses are subject to a limit related to the period the arrangement is in
effect and (iii) such payments shall be made on or before the last day of
Executive's taxable year following the taxable year in which the expense
occurred. Any tax gross-up shall be made no later than the end of the calendar
year next following the calendar year in which the Executive remits the related
tax.
(iv) Whenever a payment under this Agreement specifies a
payment period with reference to a number of days (e.g., "payment shall be made
within thirty (30) days following the date of termination"), the actual date of
payment within the specified period shall be within the sole discretion of the
Employer,
(v) (x) The Employer acknowledges and agrees that if any
payment, award, benefit or distribution (or any acceleration of any payment,
award, benefit or distribution) made or provided to Executive or for Executive's
benefit in connection with this Agreement, or Executive's employment with the
Employer or the termination thereof (the "Payments") are determined to be
subject to the excise tax imposed by Section 409A, or any interest or penalties
with respect to such excise taxes (such excise taxes, together with any such
interest and penalties, are referred to collectively as the "Section 409A Tax"),
then the Executive will be entitled to receive an additional payment (a "409A
Gross-Up Payment") from the Company such that the net amount the Executive
retains after paying any applicable Section 409A Tax and any federal, state or
local income or FICA taxes on such 409A Gross-Up Payment, shall be equal to the
amount the Executive would have received if the Section 409A Tax were not
applicable to the Payments.
(y) All determinations of the Section 409A Tax and 409A
Gross-Up Payment, if any, will be made by tax counsel or other tax advisers
designated by Executive and approved by the Company, which approval won't be
unreasonably withheld or delayed. For purposes of determining the amount of the
409A Gross-Up Payment, if any, Executive will be deemed to pay federal income
tax at the actual marginal rate of federal income taxation in the calendar year
in which the total Payments are made and state and local income taxes at the
actual marginal rate of taxation in the state and locality of Executive's
residence on the date the total Payments are made, net of the maximum reduction
in federal income taxes that could be obtained from deduction of such state and
local taxes. If the Section 409A Tax is determined by the Internal Revenue
Service, on audit or otherwise, to exceed the amount taken into account
hereunder in calculating the 409A Gross-Up Payment (including by reason of any
payment the existence or amount of which cannot be determined at the time of the
409A Gross-Up Payment), the Employer must make another 409A Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by
Executive with respect to such excess) within the ten (10) business days
immediately following the date that the amount of such excess is finally
16
determined. The Employer and Executive shall each reasonably cooperate with the
other in connection with any administrative or judicial proceedings concerning
the existence or amount of liability for Section 409A Tax with respect to the
total Payments. The 409A Gross-Up Payments provided to Executive shall be made
no later than the tenth (10th) business day following the last date the Payments
are made.
[Signatures on next page]
17
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amended and Restated Employment Agreement as of the date first above written.
WILLIS NORTH AMERICA, INC.
By:________________________________
Name:______________________________
Title:_____________________________
AND, signed as a Deed and delivered ) __________________________________
By WILLIS GROUP HOLDINGS ) Director
LIMITED )
__________________________________
Director/Secretary
EXECUTIVE:
_________________________
Joseph J. Plumeri
EXHIBIT A
---------
ANNUAL BONUS SCHEDULE
The amount of the annual bonus earned by Executive shall be paid to
Executive fifty percent (50%) in cash and 50 percent (50%) in restricted stock
units ("RSU's"). The form of RSU's shall be the same as the RSU bonus form used
in 2007 for Executive and the conversion from bonus value to number of RSU's
shall be the same as used for the 2007 RSU bonus grant. Notwithstanding the
foregoing, all RSU's shall vest no later than the annual meeting in 2011, upon
Executive's earlier death, Disability Termination, Termination without Cause or
Termination for Good Reason, Mutual Retirement or upon a Change in Control, all
as defined in Executive's Employment Agreement. Any distribution of the
underlying share with regard to the bonus RSU's shall be subject to Section 7(l)
of the Employment Agreement. Furthermore, notwithstanding the foregoing, the
parties may agree, to the extent permitted by Section 409A, on a different
allocation between cash and RSU's or a different timing of payment of the RSU's
at any time prior to six (6) months before the end of a performance period or at
such other time as permitted under Section 409A.
The bonus shall be paid based on actual EBIT for the Fiscal Year compared to
budgeted EBIT for such Fiscal Year with a bonus at target of at least 337% of
Base Salary. If achievement is 95% of budget the bonus shall be at least 225% of
Base Salary, and, if achievement is at least 105% of budget, the bonus shall be
at least 450% of Base Salary. The Compensation Committee will in good faith
consider and award bonuses if appropriate at lower levels of achievement and
will also in good faith consider and award higher bonuses in any case where
deserved.
EXHIBIT B
---------
Stock Option Grant
Provided that the shareholders of the Company approve a new equity plan
or increase the number of shares available under the current equity plan at the
next annual meeting, the Executive shall promptly thereafter be awarded
1,700,000 options at the fair market value on the date of grant, subject to
earning and vesting, as follows:
1. Earning of 1,200,000 based on earnings per share and operating
budgets for calendar 2008, 2009 and 2010 with a catch-up in 2010
for nonvesting in 2008 and 2009, as follows:
(x)
EPS At least Options Earned
--- -------- --------------
2008 $2.85 200,000
2009 $3.30 200,000
2010 $4.00 200,000 plus any
unearned options from
2008 or 2009
(y)
Operating Margin Target Options Earned
---------------- ------ --------------
2008 24.0% 200,000
2009 26.0% 200,000
2010 28.0% 200,000 plus any
unearned options from
2008 or 2009
(z)
Kicker Target Options Earned
------ ------ --------------
2010 EPS Exceed 250,000
$4.10
Annual Average At least 250,000
TSR from 2008-2010 S&P 500
& 1.5%
The Compensation Committee will have discretion to treat the
kicker options as earned if targets are not met for reasons
beyond Executive's control. To be considered in good faith by the
Compensation Committee and Board.
2. Options shall have at least a 7-year term (or such longer term
as provided in grants to other executives at or about the time of
grant) with two years (not to go beyond the original term) to
exercise after later of (A) the end of the relevant performance
period, if applicable, and (B) death, Disability Termination,
20
Termination without Cause or Termination for Good Reason, any
termination on or after annual meeting in 2011 or Mutual
Retirement. If employed at the time of the annual meeting in
2011, the earned options will be exercisable from that date
forward. If not so employed because of any of the foregoing
events, options will be exercisable from the dates provided in
the prior sentence. If termination is for Cause or without Good
Reason (and, in both cases, not either after the annual meeting
in 2011 or as a result of Mutual Retirement), the options shall
be forfeited upon such termination.
3. In the event of termination as a result of death, Disability
Termination, Termination without Cause, Termination for Good
Reason, any employment condition is waived but performance
criteria remain for Options not then earned.
4. In the event of a Mutual Retirement, the employment condition
is waived with respect to Options theretofore earned.
5. In the event of a Change in Control of the Company before the
end of 2010 (if Executive is then employed by the Company or his
employment had terminated prior thereto on a basis covered by
paragraph 3 above), all performance criteria are deemed
satisfied, but, if then employed, the employment obligation
remains until the annual meeting in 2011 or an earlier
Termination without Cause, Termination for Good Reason, Mutual
Retirement, death or incurring of a Disability Termination; also
fully vests and the Options become immediately exercisable if a
Good Reason event occurs after a Change in Control and Executive
agrees to waive it.
6. All criteria will be adjusted for change in GAAP, mergers,
acquisitions, dispositions, material change in actual stock
repurchases as compared to budgeted repurchases for purposes of
calculating the projected EPS or other material corporate event,
as determined in good faith by the Compensation Committee.
7. There will be no forfeiture provisions (other than above
forfeiture for nonvesting) and no post-employment restrictions in
grant.
8. Forms of grants will be agreed by Company and Executive in
good faith.
9. All terms shall have the same meaning as in the Employment
Agreement.
Exhibit 10.2
17 December 2007 Telephone 020 7488 8111
Fax 020 7488 8882
Website www.willis.com
Direct Line 020 7860 9327
Direct Fax 020 7481 7132
E-mail sztukas@willis.com
PRIVATE & CONFIDENTIAL
- ----------------------
Tim Wright
5 Nassington Road
Hampstead
London NW3 2TX
Dear Mr. Wright,
REVISED LETTER
Further to recent discussions, I am very pleased to offer you the position of
Group Chief Operating Officer, reporting to Grahame Millwater (or his successor
in his role or the Group Chairman & CEO), within the Global Group Management
Division of Willis Limited.
Upon joining, you will be appointed as a member of the Group's Executive
Committee.
In addition to the main terms and conditions contained in the enclosed Contract
of Employment, the following will apply:
1) Your annual salary will be (pound)405,000 paid monthly in arrears.
Your salary will be reviewed annually and any increase to your salary
will be effective when annual adjustments are normally processed, in
accordance with the Group's Compensation Review process. Currently,
the Group's common review date is 1 April.
2) Your job grade will be 14.
3) You will be eligible to participate in the Willis Annual Incentive
Plan (AIP).
The AIP is designed to drive and energize Group and Business Unit EBIT
performance to meet/exceed business targets, so that bonus pools will
only be generated once the prior year's EBIT performance has been met
and exceeded. The AIP Plan Year is defined as the Company's referenced
fiscal year, that being 1 January to 31 December.
The Group reserves the right to pay a portion of any AIP bonus in a
long term incentive instrument, such as restricted stock or options,
at the time bonuses are distributed.
Willis Group Services Ltd
Ten Trinity Square
London
EC3P 3AX
Registered office Ten Trinity Square,
London EC3P 3AX. Registered number
1451456 England and Wales.
As a participant in the AIP, there is no guarantee of a bonus (unless
otherwise stated for specific Plan years). Any bonus award will only be
made if you are employed by Willis at the time the bonus awards are due for
payment, typically the first quarter following the Plan Year. Please note
that if you have joined part way through a Plan Year then any award will be
pro-rated to reflect your service in the Plan Year and all bonus decisions
are made at the discretion of the Group.
Under the 2008 Annual Incentive Plan, you will receive a guaranteed minimum
bonus award of (pound)600,000, payable fully in cash on 1 April 2009. In
addition, under the 2009 Annual Incentive Plan, you will be entitled to
receive a guaranteed minimum bonus award of (pound)400,000, payable on 1
April 2010.
For the 2008 and 2009 AIP bonus awards (payable respectively on 1 April
2009 and 1 April 2010), the minimum amounts will be paid to you in full,
provided you are employed by the Company at the time of payment. In all
events other than those of gross misconduct, you will be eligible to
receive a pro-rata portion of the bonus award for the time you were
actively employed by the Company.
4) Willis Partners Portfolio Plan: You will be granted an option two hundred
thousand (200,000) shares of common stock of Willis Group Holdings Limited
("Shares") in accordance with the Willis Partners Portfolio Plan ("WPPP"),
a share programme of the Amended and Restated Willis Group Holdings Limited
2001 Share Purchased and Option Plan (the "Plan"), as may be amended from
time to time.
The option will be granted on the first date that members of the Willis
Group Executive Committee are able to deal in the Company's Shares, in
accordance with the Company Policy for Dealing in Securities on or
following your date of employment ("Grant Date"). The option price
applicable will be equal to the closing market price of the Shares on the
New York Stock Exchange on that day.
As long as you continue to be employed by the Company, the option will vest
and become exercisable, twenty-five percent (25%) per year over a four (4)
year period beginning on the first anniversary of the Grant Date. In other
words, 25% will be vested after a year's employment, 50% after two years,
75% after three years and 100% after four years' of continuous employment.
You will receive further details of the WPPP and Plan including an Option
Acceptance Form which you will need to complete to accept the grant. You
must complete the Option Acceptance Form within thirty (30) days after you
receive the documentation, or the option may lapse.
5) The Company agrees to direct any contributions to which you would become
entitled to receive under the Willis Stakeholder Pension Scheme into your
personal SIPP. For purposes of this arrangement, the Company agrees to
contribute an amount equal to ten (10) percent of your gross annual salary,
capped at the Schemes Earnings Cap of (pound)112,800. Please note that the
Schemes Earnings Cap is reviewed on an annual basis in April, and any
adjustments to the Cap would be made to the contributions the Company is
making on your behalf. Additionally, the Company will also direct an amount
of money equal to the standard car allowance at a Grade 14 level into your
personal SIPP. At present, this amount is equal to (pound)7,332 per annum.
All contributions will be directed to your SIPP on a monthly basis in equal
installments, provided you have put forward details as to where the monies
should be directed.
For your information, details of the pension and life assurance benefits
that the Scheme will provide will be sent to you under separate cover.
While all Associates are automatically enrolled in the Scheme upon joining,
the Company will opt you out of the Scheme. Please note that the Company
will ensure that you are enrolled in a life assurance benefit at the levels
to which you would normally be entitled if you were not opted out of the
Scheme. If you have any queries, please contact the Willis Pensions Team on
01473 223836 or email pensions@willis.com.
Please note, your salary exceeds the Scheme Earnings Cap of (pound)112,800.
Contributions and your life assurance benefit will be calculated with
reference to the Scheme Earnings Cap.
6) You will be eligible to join the Willis Group Medical Plan which provides
single cover (Silver) for all Associates who opt to join the Plan. This
will constitute a taxable benefit.
You will also have the option to buy increased cover to include family
members and/or increase the benefit level. Further details are enclosed.
Please complete the Registration Form for the level of cover you require
and return to me. Cover will commence when you receive confirmation from
the Plan Administrators.
If you do not join the Plan within one month of commencing employment your
next opportunity to join will be at renewal.
7) After two years service at grade 14 or above, you will be required to have
the first of your biennial medical examinations at the Company's expense.
Our Occupational Health Department will contact you when this becomes due.
8) When you join Willis you may have an immediate salary advance to purchase a
quarterly season ticket for travel between the office and your home. The
amount advanced to you will be deducted in three equal payments from your
salary. Please complete the enclosed application form and hand to your HR
contact on your first day to enable us to issue you with a travel warrant
which you use to purchase your season ticket at the relevant ticket office.
After 3 month's service you may apply for an annual season ticket advance.
If you wish arrangements to be made to take over an existing season ticket
balance from your current employer, please provide telephone and postal
details of the relevant contact, together with details of the total
outstanding balance. You will also need to complete the enclosed
application form to authorize deductions from your salary.
9) When you join Willis, you will be eligible to join the Childcare Voucher
Scheme within your first month of employment with Willis. Your voucher
start date will commence from the 1st of the month following the date of
joining the scheme.
Further details of the scheme can be found in the enclosed Childcare
Voucher Scheme information sheet. If you wish to join the scheme, please
complete the enclosed Registration Form and return to me.
Please note if you do not join the scheme within one month of commencing
employment your next opportunity to join will be at renewal.
10) In order to provide a healthy working environment, smoking is prohibited in
all UK offices.
This offer and your employment are subject to:
a. Your acceptance of the conditions contained in this letter, the
enclosed Contract of Employment and the Associate Handbook Summary.
b. You providing the Company with evidence of your entitlement to work in
the UK. The evidence required is your valid passport and any
supporting documentation you may have. The Company is required under
the Immigration Act to see and photocopy this documentation before you
commence work.
c. Receipt of references satisfactory to the Company. As agreed, the
Company is satisfied that the formal process against this requirement
is unnecessary given the current relationship in place.
d. Receipt of medical details which are satisfactory to the Company.
Please complete the enclosed Medical Questionnaire and return it to
the Occupational Health Department, London in the stamped addressed
envelope provided.
e. You providing the Company with evidence of all relevant professional
qualifications and the highest academic qualification that you have
quoted on your application form, in your CV or verbally during the
selection process. It is group policy and a requirement of our
regulatory body that we obtain evidence of your competence to be
employed in the capacity offered, for this reason, we reserve the
right to invoke the Disciplinary Procedure if you do not fulfill this
requirement. The Company agrees to obtain these on your behalf upon
receipt of the appropriate details pertaining to your degree(s).
f. All representations, whether oral or in writing, made by you when
applying for this position about your qualifications, experience and
other material matters being true and correct.
g. You not having deliberately failed to disclose any matter that may
have influenced the Company's decision to employ you.
h. You passing the Lloyds and London Market Introductory Test, if you
have not already done so, within 15 months of the start of your
employment with Willis. We reserve the right to invoke the Performance
Improvement process if you do not fulfill this requirement. We will
allow you reasonable time off to study for an complete the test
i. You passing the Insurance Essentials Training within six months of the
start of your employment with Willis. Please note that this training
is Willis specific and must be completed by all associates. You will
be provided with appropriate support to achieve this, and the Company
reserves the right to invoke the Performance Improvement Procedure if
you do not fulfill this requirement.
Insurance Essentials is an e-learning training programme which
develops and tests your basic knowledge of the Insurance Industry and
environment in which we operate. It is comprised of a number of
modules and lasts approximately four hours, and forms a major part of
our regulatory requirements to constantly maintain the competence of
our Associates.
j. You will also be required to attend a full pre-employment medical.
Therefore, I should be grateful if you would contact Rood Lane Medical
Centre on 0207 377 4646 to arrange a convenient appointment. Would you
please ensure that your pre-employment Medical Questionnaire is
returned to our Occupational Health Department at least two days
before contacting Rood Lane.
Please note it is Willis Group policy that all prospective and new employees
fully observe their duties and obligations to prior employers and other third
parties under contracts of employment and/or other agreements. In particular,
Willis does not condone the removal, copying or retaining of confidential
information of any former employer and any such conduct may result in
disciplinary action. Willis also expects prospective and new employees to
observe valid restrictive covenants whilst they remain in effect. If you have
any concerns or doubts as to your obligations, please contact the Willis HR or
Legal Departments.
I hope that you will accept this offer of employment and would be grateful if
you could sign and return both copies of the Contract of Employment to me as
soon as possible, including a note of your National Insurance Number. At the
same time would you please also complete and return the enclosed application
form. Due to the nature of our induction programme (details of which will be
provided in due course), we request that you commence employment with us on a
Monday and we would be grateful if you could confirm the exact date on which you
can join us.
Please note, this offer remains valid for 30 working days from the date of issue
of this letter. If you are unable to respond within this period, please contact
me to discuss any appropriate extension. One copy of the Contract will be
returned to you for your own records.
In the event of any discrepancies between this offer letter and your Contract of
Employment or any other documentation related to your employment (including but
not limited to WPPP), this offer letter will prevail.
If you have any queries regarding the offer, please do not hesitate to contact
me on the above direct line.
I hope you enjoy working with us.
Yours sincerely,
Susan Andrea Sztuka
Group HR Director
Human Resources
- ---------------
Willis
REVISED
Contract of Employment
Private and Confidential
Contract of Employment
The information contained in this document includes the requirement of a
statement of the terms and conditions of your employment in accordance with the
Employment Rights Act 1996.
This agreement is made on 17 December 2007 and is between
Name Tim Wright
and
Company Willis Limited
The main terms and conditions of your employment are set out below. For further
details of these and other matters including our Ethical Code, please refer to
the Global Policy manual and the Associate Handbook. For the avoidance of doubt,
the terms set out in this Contract of Employment take precedence over the Global
Policy Manual and the Associate Handbook and offer letter. The contents of the
Associate Handbook and Global Policy Manual do not form part of your Contract of
Employment, but are indicative of Company Policy and Procedure. The Company
reserves the right to vary these Policies and Procedures from time to time.
Date this 1 September 2008
Employment Begins:
Date Continuous 1 September 2008
Employment Begins:
Employment prior to this date with any previous employer
does not count as part of your continuous employment with
the Company. This date is not necessarily the date used to
determine your entitlement to certain benefits.
Current Job Title: Group Chief Operating Officer
You may be transferred to any other job in the Group which
in the reasonable opinion of the Company would be suitable,
on terms and conditions no less favourable than those set
out in this document. It is not envisaged that any such
transfer will affect your status as a member of the
Executive Committee.
Location: 51 Lime Street, London
You may be transferred to any other office in the Group.
Your agreement to such a transfer will be sought unless in
the reasonable opinion of the Company, the transfer does not
necessitate you having to move home address.
Salary: (pound)405,000 per annum
Your salary will be paid monthly in arrears by direct
transfer to your bank account. Your salary will be reviewed
annually.
Hours of Work: Your normal hours of work are 35 hours per week, 09:30 -
17:30, Monday to Friday each week (but excluding public
holidays) or as agreed locally by Management and/or local
practice.
Unless otherwise agreed, these hours shall include one hour
for lunch to be taken at a time agreed with your Manager or
Director.
You will be expected to work such additional hours as
necessary to meet the demands of the business. You may also
be required to vary the pattern of your working hours as
necessitated by changing commercial needs, if in the
reasonable opinion of the Company it is practicable for you
to comply. Any additional hours worked are subject to the
provisions of the Working Time Regulations 1998 and any
amendment(s) to the Regulations thereof.
Employment During your working hours you must devote the whole of your
Obligations: time, attention and ability to the business of the Company
and at all times you must promote the interest and general
welfare of the Group.
Whilst this Contract is in force you may not take any
outside employment or engage in any business without prior
written agreement of your Partners Group Member nor may your
additional employment render your total working time in
breach of the Working Time Regulations.
You are not permitted to engage in any activity, which might
interfere with the performance of your duties or cause a
conflict of interest, other than with written permission of
your line manager.
Duty of Confidence: During and after the termination of this Contract you must
keep with inviolable secrecy and may not use for any purpose
nor reveal to anyone (other than those whose province it is
to know the same) any secret or confidential information
entrusted to or discovered by you. This includes but is not
limited to information concerning the Company's business,
operations, products, markets, trade secrets, technical know
how, product formulations or techniques, names or lists of
employees, Clients or Prospective Clients and their
insurance or commercial affairs or any other matters
pertaining to them and revealed to you in the course of your
employment which has not come into the public domain. This
duty applies without time limit.
For further guidance, the provisions concerning Confidential
Information are set out in full in the Global Policy Manual.
Copyright, You must promptly disclose to the Company all ideas,
Inventions concepts, works, methods, discoveries, improvements,
and Patents inventions or designs which you create or produce either
alone or with others (except those created or produced
wholly outside working hours which are totally unconnected
with your employment) ("the Works"). All and any rights of
whatever nature in each such Work shall belong absolutely to
the Company and you shall hold the same in trust for the
Company until such proprietary rights shall be fully and
absolutely vested in the Company. The Company shall be
entitled to make such modifications or adaptations to or
from any of the Works as it shall in its absolute discretion
determine.
You hereby assign to the Company with full title guarantee
by way of assignment all present and future copyright,
database rights, design rights (whether registered or
unregistered) and other proprietary rights (if any) and all
rights of action for damages for infringement of such rights
for the full term thereof and any renewals and extensions
thereof throughout the world and you hereby waive in favour
of the Company all moral rights conferred on you by chapter
4 of part 1 of the Copyright Designs and Patents Act 1988 in
relation to any of the Works and at the request and expense
of the Company you shall do all things and execute all
documents necessary or desirable to substantiate the rights
of the Company in the Works.
Other Obligations: If you are in grade 9 or above, and/or personally deal with
any Client or Prospective Client in the course of your
duties, you shall not without the prior written consent of
the Company for a period of 12 months after the termination
of your employment, other than after the wrongful
termination of your employment by the Company, whether on
behalf of yourself or any other person, firm or company in
competition with the Company or the Group, directly or
indirectly:
(i) solicit Business from; or
(ii) seek to procure orders from; or
(iii) transact or handle Business or otherwise deal with; or
(iv) approach, canvass or entice away from the Group the
Business of
any Client of the Group with whom you have personally and
materially dealt in the course of your duties at any time
during the 12 months prior to the termination of your
employment. The period of this restriction shall be reduced
after the date your employment ends by a period equal in
length to any period of lawful suspension from your duties
or exclusion from any premises of the Company during any
period of notice.
The restrictions set out in sub paragraphs (i) and (ii)
above shall apply as if the references to the "Prospective
Client" were substituted for references to the "Client".
If you are in grade 9 or above, you shall not for a period
of 6 months after the lawful termination of your employment
directly or indirectly induce or seek to induce any employee
of the Group with whom you have directly and materially
worked in the 12 months preceding the termination of your
employment (excepting a clerical and secretarial employee)
to leave its employment where the departure of that employee
(whether alone or in conjunction with the departure of other
employees who are members of a team in which you performed
duties) would do material harm to the Group and where the
departure is intended for the benefit of you or your new
employer or any other organisation carrying on a business in
competition with the Group.
Each of the above restrictions constitutes an entirely
separate and distinct covenant and the invalidity or
unenforceability of any such Covenant shall not affect the
validity or enforceability of the remaining covenants.
The details of all your obligations are contained in the
Global Policy Manual and the Associate Handbook and the
terms herein should be read in conjunction with those in the
Global Policy Manual and Associate Handbook.
Pension Scheme: The Company agrees to direct any contributions to which you
would become entitled to receive under the Willis
Stakeholder Pension Scheme into your personal SIPP. For
purposes of this arrangement, the Company agrees to
contribute an amount equal to ten (10) percent of your gross
annual salary, capped at the Schemes Earnings Cap of
(pound)112,800. Please note that the Schemes Earnings Cap is
reviewed on an annual basis in April, and any adjustments to
the Cap would be made to the contributions the Company is
making on your behalf. Additionally, the Company will also
direct an amount of money equal to the standard car
allowance at a Grade 14 level into your personal SIPP. At
present, this amount is equal to (pound)7,332 per annum. All
contributions will be directed to your SIPP on a monthly
basis, provided you have put forward details as to where the
monies should be directed.
Willis will hold certain personal data about you (see the
section entitled `Data Protection') including your name,
address and date of birth and other information needed to
assist in the smooth running of the scheme. In accordance
with Willis' requirements under the Data Protection Act
1998, this information will only be available to Willis and
the provider of the scheme (currently Friends Provident
plc). It will only be used by them to calculate and provide
benefits and for the efficient running of the scheme.
Absence from Work: Your entitlement to payments whilst you are absent from
work, and the procedure that you should follow if you are
unable to attend the office for any reason are contained in
the Associate Handbook.
Medical The Company reserves the right to require you at any time to
Examination: submit yourself for examination by a doctor appointed by the
Company at the Company's expense. Additionally, after two
years service at grade 14 or above, you will be required to
have the first of your biennial medical examinations at the
Company's expense. Our Occupational Health Department will
contact you when this becomes due.
Holidays: Grades 1 - 8 inclusive 23 days per annum
Grade 9 and above 25 days per annum (excluding
bank and public holidays)
The holiday year runs from 1 January to 31 December. Holiday
entitlement increases by 1 day for every year's completed
service at the previous 31 December up to a maximum of 25
days. Please refer to the Associate Handbook for your pro
rata entitlement in year of joining and of leaving. Payment
will be made for Public Holidays.
For part-time staff, holiday entitlement and entitlement to
payment for Public Holidays, is pro-rata, as outlined in the
Associate Handbook.
Employee Benefits: The Details and eligibility rules of Employee Benefits to
which you may be entitled are contained in the Associate
Handbook.
Termination of a) You may terminate your employment by giving written
Employment: notice as follows:
Grades 1 - 8 inclusive
Up to 4 weeks continuous service - 1 week
Over 4 weeks continuous service - 4 weeks
Grades 9 - 11 inclusive - 3 months
Grades 12 and above - 6 months
b) If your employment is terminated by the
Company you will receive written notice
as follows:
Grades 1 - 8 inclusive
Up to 4 weeks continuous service - 1 week
Up to 4 years continuous service - 4 weeks
From 5 to 12 years continuous service - 1 week for
each year of
completed
service
Over 12 years continuous service - 12 weeks
Grades 9 - 11 inclusive - 3 months
Grades 12 and above - 6 months
c) This agreement will automatically terminate on your
65th birthday. This does not affect your statutory
rights under the Employment Equality (Age) Regulations
2006.
d) The Company shall not be obliged to provide you with
work at any time after the notice of termination is
given by either party and the Company may in its
absolute discretion take one or more of the following
steps in respect of all or part of the unexpired period
of notice (provided that this shall not amount to more
than 6 months if the notice period is longer):
i) require you to comply with such conditions as
the Company may specify in relation to
attending or remaining away from the place of
business of the Company, should you be required to
remain away from the office you will be required
to take any outstanding holiday during this
period of lawful suspension, agreeing the days in
advance with management;
ii) Assign you to such other duties as the Company
shall in its absolute discretion determine
consistent with your status and standing in the
Company;
iii) Withdraw any powers invested in you or suspend or
vary any duties or responsibilities assigned
to you consistent with your status and
standing in the Company.
e) On termination of the Contract for whatever reason you
must return to the Company all reports, documents,
computer disks, working papers and any other
information (in whatever form) received in the course
of your employment. In addition all other Group
property must be returned.
Company Procedures: The Associate Handbook and the Global Policy Manual contain
details of the Company Procedures affecting your terms and
conditions of employment, including our Ethical Code, the
Equal Opportunities Policy, Performance Improvement,
Disciplinary, Appeals and Grievance procedures which should
be read in conjunction with your Contract of Employment.
These documents are available in electronic format on the
Company's intranet site. It is your responsibility to
familiarise yourself with these documents, and to note
amendments of which you will be advised from time to time.
You are specifically advised that it is your responsibility
to comply with the Company's policies, rules and procedures,
including those contained within the Willis Excellence Model
and other compliance documents, as varied or supplemented by
it from time to time. Failure to comply with the Company's
policies, rules and procedures will be a disciplinary
offence and be dealt with in accordance with the Company's
disciplinary procedures.
Regulatory You are required to comply with all reasonable requests,
Requirements: instructions and regulations (whether statutory or
otherwise) which apply to your employment from time to time
including any relevant requirements of the FSA and/or any
other relevant regulator. It is your responsibility to
familiarise yourself with all such regulations and
requirements as made available to you by the Company.
It is a condition of your employment that you demonstrate
and maintain competence for the role you carry out, through
the initial completion and passing of relevant modules of
Insurance Essentials, and of any other training packages and
tests introduced by the Company from time to time
thereafter. In the event of you failing to maintain and
demonstrate competence for your role the Company will follow
the Performance Improvement Procedure.
Data Protection: In order to meet statutory requirements, the Company, as
your employer, is required to collect, process and retain
information, which the Data Protection Act 1998 defines as
sensitive personal data. By signing this Contract you are
expressly agreeing to the Company collecting, processing and
retaining the following information relating to:
a) Ethnic origin - to ensure equality of opportunity;
b) Physical or mental health or condition - as part of
sickness records;
c) Disabilities - to facilitate adaptations in the
workplace; and
d) Criminal convictions - to comply with the
Rehabilitation of Offenders Act.
This information, which will be held securely by Human
Resources and, where applicable, Occupational Health
departments, is processed in accordance with the principles
set out in the Data Protection Act. You have the right to
inspect such information and, if necessary, require
corrections to be made if the information held about you is
inaccurate. Should you wish to inspect or amend any
sensitive personal data held about you, then please contact
Human Resources.
The Company has an integrated Global Payroll and HR database
the server for which is located in the US. By accepting this
contract you agree that the Company may input relevant
personnel records into these databases, which will be
transferred to the US for processing. The US does not have
equivalent data protection law to that of the UK, however it
is the Company's policy to maintain the same rigorous
standards with regard to the processing of data in the US as
in the UK.
Collective There are no collective agreements in force that will affect
Agreements: your employment with the Group.
This Agreement (comprising this contract of employment and associated offer
letter) supersedes any existing or prior arrangements between you and the
Company or any subsidiary or associated Company of Willis Limited. In the event
of differing terms, the offer letter will prevail.
Definitions:
For the purposes of this contract the following definitions shall apply:
"Group" means the Company and any holding company or subsidiaries of the Company
or any such holding company from time to time.
"Client" means any person, firm, company or other organisation who or which as
at the date your employment terminates or at any time during the 12 months prior
to that date:
i) gives or is in the habit of giving instructions directly or through an
Intermediary to the Company or any other company in the Group concerning
the Business; or
ii) is supplied or is in the habit of being supplied directly by the Company or
any company in the Group or indirectly through an Intermediary with
services relating to the Business; or
iii) is an insured or reassured or an Intermediary having influence over the
introduction or facilitation or securing of the Business with the Company
or any other company in the Group.
"Business" means the business of a type carried on by the Company or by any
other company in the Group at the date your employment terminates, including but
not limited to the placing or broking of insurance or reinsurance world-wide and
ancillary services, the provision of risk management or risk transfer advice or
due diligence on mergers and acquisitions.
"Intermediary" means any person, firm or company by or through or with whom or
which the Business is introduced and/or facilitated on behalf of an insured or
reassured whether or not such intermediary derives any financial benefit from
the arrangement.
"Prospective Client" means any person, firm, company or other organisation
engaged in substantive negotiations (which have not yet finally been concluded)
with the Company or with any other company in the Group in the 12 month period
up to the date your employment terminates for the supply of services by the
Company or any other company in the Group in relation to the Business.
"Global Policy Manual" means the Willis Group Holdings Limited Global Policy
Manual.
- --------------------------------------------------------------------------------
Signed for and on behalf
of the Company:
I have read and understood the Terms and Conditions stated in the Contract of
Employment document and I confirm my acceptance of them.
Signed:
Date:
- --------------------------------------------------------------------------------
Exhibit 99.1
Willis Group Holdings Extends Chairman and CEO Joe Plumeri’s Contract
New Senior Management Roles Announced
NEW YORK--(BUSINESS WIRE)--Willis Group Holdings (NYSE:WSH), the global insurance broker, announced today that it has extended the employment agreement with its Chairman and Chief Executive Officer, Joseph J. Plumeri. The agreement, which was originally scheduled to expire October 15, 2009, will extend his tenure as leader of Willis through April 2011. This will ensure Mr. Plumeri oversees the completion of Shaping our Future, Willis’ strategic plan for profitable growth which includes specific financial targets through 2010.
To further strengthen senior management bench depth, Mr. Plumeri announced the creation of several new roles and appointments.
Grahame Millwater, Chief Operating Officer, has been promoted to the new role of President, Willis Group Holdings. Mr. Millwater, who has been with Willis for 23 years, will specifically focus on developing global businesses, Willis’ Global Marketing, relationships with underwriting markets and supporting Willis Re, Willis’ global reinsurance unit. He will also work closely with Mr. Plumeri in all other aspects of client development and in continuing to ensure the execution of Shaping our Future initiatives.
To allow Mr. Millwater to focus on his new role, Willis is creating two Group Chief Operating Officer positions, each with specific responsibilities. One will focus on operations, and one on finance and administration.
Tim Wright will join as Group Chief Operating Officer, effective September 2008. Mr. Wright will assume responsibility for the day to day execution of the Shaping our Future initiatives and will also oversee the Group’s operational processes, service centers and IT. He joins from Bain & Company, where he is currently head of UK Financial Services. Mr. Wright brings more than 20 years of international experience in the insurance and financial services industries.
Patrick Regan, currently Chief Financial Officer, is also named Group Chief Operating Officer, overseeing all the company’s finance and administrative activities. This additional role reflects Mr. Regan’s contributions since he joined as CFO in January 2006, and his increasingly wider responsibilities. These include risk management, global real estate, capital markets, and accounting and settlement.
“I am as passionate about Willis today as the day I started,” said Mr. Plumeri, “And I look forward to working with Grahame, Tim and Pat to build the greatest insurance brokerage in the world. Each of my partners brings tremendous expertise and commitment to Willis. I am confident that the management team we have in place is by far the best in the industry.”
Mr. Wright joins the Executive Committee, Willis’ senior leadership team. In addition to Mr. Plumeri, Mr. Millwater, Mr. Regan and Mr. Wright, members include Don Bailey, CEO North America; Adam Ciongoli, Group General Counsel; Allan Gribben, CEO International; Peter Hearn, CEO Willis Re; David Margrett, Chairman and CEO of Willis Limited; and Sarah Turvill, Chairman International and CEO Emerging Markets.
Willis Group Holdings Limited is a leading global insurance broker, developing and delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services to corporations, public entities and institutions around the world. Willis has more than 300 offices in some 100 countries, with a global team of approximately 16,000 Associates serving clients in some 190 countries. Additional information on Willis may be found at www.willis.com.
CONTACT:
Willis Group Holdings
Investors:
Kerry K. Calaiaro, +1
212 915-8084
kerry.calaiaro@willis.com
or
Media:
Valerie Di
Maria, +1 212 915-8272
valerie.dimaria@willis.com