UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 29, 2005
Willis Group Holdings Limited
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(Exact Name of Registrant as Specified in Its Charter)
Bermuda
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(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
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(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
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Ten Trinity Square
London EC3P 3AX, England
(Address of Principal Executive Offices)
(44) (20) 7488-8111
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(Registrant's Telephone Number, Including Area Code)
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 1.01. Entry into a Material Definitive Agreement.
(A) Approval of the Amended and Restated 2001 Share Purchase and Option Plan
The Company's Annual Meeting of Shareholders was held on April 29, 2005. At the
Annual Meeting, the Company's shareholders approved two amendments to the
Company's 2001 Share Purchase and Option Plan (the "2001 Plan"). The first
amendment increased the number of shares available under the 2001 Plan to
25,000,000 from 15,000,000, provided that the maximum number of shares of the
Company's Common Stock that may be issued, sold or otherwise distributed
pursuant to the 2001 Plan as Restricted Shares, Purchase Shares or other Share
Based Grants is 3,500,000 shares.
It is the Company's policy for non-employee Directors joining the Board to be
granted options to purchase 30,000 of the Company's shares which vest in five
equal installments from the first anniversary of grant and are exercisable until
the tenth anniversary of grant. The second amendment changes the definition of
`Director' in the 2001 Plan allowing the Company to make grants of options to
non-employee Directors under the same plan used for other Directors and
Executive Officers of the Company rather than under the Board's general
authority.
(B) Approval of the Adoption of the Senior Management Incentive Plan
Also at the Annual Meeting, the Company's shareholders approved the adoption of
the Willis Group Senior Management Incentive Plan (the `Incentive Plan'). The
Incentive Plan generally will be administered by the Compensation Committee (the
`Committee'). The Executive Officers of the Company and members of its Partners
Group, including Mr. Plumeri, our chairman and chief executive officer, are
eligible to participate in the Incentive Plan. Individuals will be selected to
participate in the Incentive Plan for a one fiscal year cycle or portion of a
fiscal year cycle, (each a `Performance Period'), as determined by the
Committee. Participants who are selected to participate in the Incentive Plan
will be paid a bonus (as defined below) based upon the achievement of
performance objectives set by the Committee.
Each participant in the Incentive Plan may be paid a bonus determined in the
discretion of the Committee in such amount, if any, the Committee deems
appropriate up to the limit established in the Incentive Plan (a participant's
"Bonus"). Bonuses will be payable, as determined by the Committee, in cash
and/or equity-based awards of equivalent value. To the extent that equity-based
awards are granted in lieu of cash they will be granted under the 2001 Plan.
Unless the Committee indicates otherwise, if a participant's employment with the
Company or its affiliates terminates for any reason before the end of a
Performance Period or before the date that Bonus is paid, the Committee will
have the discretion to determine whether such participant's Bonus will be
forfeited or reduced on a pro-rata basis to reflect the position of such fiscal
year the participant was employed by us or to make other arrangements as the
Committee deems appropriate.
Item 8.01. Other Events.
A copy of the Press Release announcing the results of the Annual Meeting of
Shareholders 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.
(c) Exhibits:
10.23 Amended and Restated Willis Group Holdings Limited
2001 Share Purchase and Option Plan
10.24 Willis Group Senior Management Incentive Plan
99.1 Press Release of Willis dated April 29, 2005
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.
WILLIS GROUP HOLDINGS LIMITED
Date: May 3, 2005 By: /s/ Mary E. Caiazzo
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Name: Mary E. Caiazzo
Title: Assistant General Counsel
EXHIBIT INDEX
Exhibit No. Description
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10.23 Amended and Restated Willis Group Holdings Limited
2001 Share Purchase and Option Plan
10.24 Willis Group Senior Management Incentive Plan
99.1 Press Release of Willis dated April 29, 2005
Exhibit 10.23
AMENDED AND RESTATEDWILLIS GROUP HOLDINGS LIMITED
2001 SHARE PURCHASE AND OPTION PLAN
1. Purpose of Plan
The Willis Group Holdings Limited ("Holdings") 2001 Share Purchase and Option
Plan (the "Plan") is designed:
(a) to promote the long term financial interests and growth of
Holdings and its Subsidiaries (collectively, "Willis Group") by
attracting and retaining personnel with the training, experience and
ability to enable them to make a substantial contribution to the
success of Willis Group's business;
(b) to motivate management personnel by means of growth-related
incentives to achieve long range goals; and
(c) to further the identity of interests of participants with those of
the shareholders of Willis Group through opportunities for increased
stock, or stock-based, ownership in Willis Group.
2. Definitions
As used in the Plan, the following words shall have the following
meanings: (a) "Board of Directors" means the Board of Directors of
Holdings.
(b) "Change in Control" means: (i) sale of all or substantially all of
the assets of Holdings or Willis Group to a Person or Group that is
not Kohlberg Kravis Roberts & Co. or an affiliate thereof
(collectively, the "KKR Partnerships"), (ii) a sale by any member of
the KKR Partnerships resulting in more than 50% of the voting stock of
Holdings or Willis Group being held by a Person or Group that is not a
member of the KKR Partnerships or (iii) a merger, consolidation,
recapitalization or reorganization of Holdings or Willis Group with or
into another Person which is not a member of the KKR Partnerships; and
following any of the foregoing events in (ii)-(iii), (x) the KKR
Partnerships no longer have the ability, without the approval of a
Person or Group who is not a member of the KKR Partnerships, to elect
a majority of the Board of Directors of Holdings (or the resulting
entity) and (y) any Person or Group who is not a member of the KKR
Partnerships is or becomes the Beneficial Owner, directly or
indirectly, in the aggregate, of a greater percentage of the total
voting power of Holdings or Willis Group than that held, directly or
indirectly, in the aggregate, by the KKR Partnerships. For purposes of
this definition, "Beneficial Owner" shall have the same meaning as
defined in Rules 13d-3 and 13d-5 under the Exchange Act, which shall
in any event include having the power to vote (or cause to be voted)
pursuant to contract, irrevocable proxy or otherwise, and which, for
purposes of the calculation under clause (y), shall be deemed to
include shares that any such Person or Group has a right to acquire,
whether such right is exercisable immediately or only after the
passage of time.
(c) "Committee" means the Compensation Committee of the Board of
Directors (or, if no such committee is appointed, the Board of
Directors).
(d) "Common Shares" or "Share" means common shares of Willis Group,
which may be authorized but unissued.
(e) "Director" means any member of the Board of Directors.
(f) "Employee" means a person, including a director and an officer, in
the employment of Willis Group.
(g) "Exchange Act" means the Securities Exchange Act of 1934 of the
United States, as amended.
(h) "Grant" means an award made to a Participant pursuant to the Plan
and described in Paragraph 5, including, without limitation, an award
of a Share Option, Restricted Share, Purchase Share, or Other
Share-Based Grant or any combination of the foregoing.
(i) "Grant Agreement" means an agreement between Holdings and a
Participant that sets forth the terms, conditions and limitations
applicable to a Grant.
(j) "Group" means a "group" as such term is used in Sections 13(d) and
14(d) of the Exchange Act, acting in concert.
(k) "Participant" means an Employee or Director of any member of
Willis Group, to whom one or more Grants have been made, and such
Grants have not all been forfeited or terminated under the Plan.
(l) "Person" means "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act.
(m) "Share-Based Grants" means the collective reference to the grant
of Purchase Shares, Restricted Shares and Other Share-Based Grants.
(n) "Share Options" means options to purchase Common Shares, which may
or may not be incentive stock options ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986
of the United States, as amended (the "Code").
(o) "Subsidiary" means a "subsidiary", as such term is defined in
Section 86 of the Bermudan Companies Act 1981.
3. Administration of Plan
(a) The Plan shall be administered by the Committee. All of the
members of the Committee and any other Directors shall be eligible to
be selected for Grants under the Plan; provided, however, that to the
extent the Board determines it is necessary or desirable to satisfy
any regulation or rule, whether under Section 16 of the Exchange Act
or otherwise related to the Grants, the members of the Committee shall
qualify under such regulation or rules. The Committee may adopt its
own rules of procedure, and the action of a majority of the Committee,
taken at a meeting or taken without a meeting by a writing signed by
such majority, shall constitute action by the Committee. The Committee
shall have the power and authority to administer, construe and
interpret the Plan, to make rules for carrying it out and to make
changes in such rules. The Committee shall also have the power to
establish sub-plans, which may constitute separate schemes, for the
purpose of establishing schemes which qualify for approval by the UK
Inland Revenue or meet any special tax or regulatory requirements
anywhere in the world. Any such interpretations, rules, administration
and sub-plans shall be consistent with the basic purposes of the Plan.
(b) The Committee may delegate to the Chief Executive Officer and to
other senior officers of Willis Group its duties under the Plan
subject to such conditions and limitations as the Committee shall
prescribe except that only the Committee may designate and make Grants
to Participants who are subject to Section 16 of the Exchange Act.
(c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, Willis Group, and
the officers and Directors of Willis Group shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All
actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all
Participants, Willis Group and all other interested persons. No member
of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the
Plan or the Grants, and all members of the Committee shall be fully
protected by Willis Group with respect to any such action,
determination or interpretation.
4. Eligibility
Subject to Section 11 of the Plan, the Committee may from time to time
make Grants under the Plan to such Employees or Directors of Willis Group, and
in such form and having such terms, conditions and limitations as the Committee
may determine. Grants may be granted singly, in combination or in tandem. The
terms, conditions and limitations of each Grant under the Plan shall be set
forth in a Schedule to the Plan (as described in Section 11 below), to be
attached hereto, and/or a Grant Agreement, in a form approved by the Committee,
consistent, however, with the terms of the Plan.
5. Grants
From time to time, the Committee will determine the forms and amounts of
Grants for Participants. Such Grants may take the following forms in the
Committee's sole discretion; provided, however, that in no event shall the
purchase price of any Grant be less than the par value of the Shares; and
provided further that the maximum number of Common Shares that may be issued,
sold or distributed as Restricted Shares, Purchase Shares or other Share-Based
Grants shall not exceed 3,500,000 Common Shares. The terms of any Grant may
include a requirement that the Participant enter into an agreement or election
under which the Participant agrees to pay his or her employer's social security
or National Insurance liability (or reimburse the employer for such liability)
in any jurisdiction arising on exercise of any Share Option, or at any other
time with respect to any other Share-Based Award, and if this requirement is not
permitted in any jurisdiction the Grant in such circumstances shall be null and
void.
(a) Share Options--These are options to purchase Common Shares, which
may or may not be Incentive Stock Options. Any options that are granted
as Incentive Stock Options shall have an exercise price at least equal
to the fair market value of one share of Common Shares on the date of
Grant (or, if the person to whom the option is being granted owns
Common Shares representing more than 10 percent of the voting power of
all classes of Company equity, the exercise price shall be at least
equal to 110 percent of the fair market value of one Common Share on
the date of Grant). At the time of the Grant the Committee shall
determine, and shall have contained in the Grant Agreement or other
Plan rules, the option exercise period, the option price, and such
other conditions or restrictions on the grant or exercise of
the option as the Committee deems appropriate, which may include the
requirement that the grant of options is predicated on the acquisition
of Purchase Shares under Section 5(c) by the Participant or as may be
required pursuant to applicable law, if such options shall be Incentive
Stock Options. Payment of the option price shall be made in cash or in
shares of Common Shares (provided, that such Shares have been held by
the Participant for not less than six months (or such other period as
established by the Committee from time to time)), or a combination
thereof, in accordance with the terms of the Plan, the Grant Agreement
and any applicable guidelines of the Committee in effect at the time.
(b) Restricted Shares--Restricted Shares are Common Shares delivered to
a Participant with or without payment of consideration with
restrictions or conditions on the Participant's right to transfer or
sell such shares; provided that the price of any Restricted Stock may
not be less than the par value of the Common Shares. The number of
shares of Restricted Shares and the restrictions or conditions on such
shares shall be as the Committee determines, in the Grant Agreement or
by other Plan rules, and the certificate for the Restricted Shares
shall bear evidence of such restrictions or conditions. Subject to
Section 9 and Section 11, Restricted Shares may NOT have a restriction
period of less than 6 months.
(c) Purchase Shares--Purchase Shares refers to shares of Common Shares
offered to a Participant at such price as determined by the Committee,
the acquisition of which may make him eligible to receive under the
Plan, among other things, Share Options.
(d) Other Share-Based Grants--The Committee may make other Grants under
the Plan pursuant to which shares of Common Shares or other equity
securities of Willis Group are or may in the future be acquired, or
Grants denominated in stock units, including ones valued using measures
other than market value. Other Share-Based Grants may be granted with
or without consideration.
6. Limitations and Conditions
(a) The number of Shares available for Grants under this Plan shall be
25,000,000 shares of the authorized Common Shares as of the effective
date of the Plan. The number of Shares subject to Grants under this
Plan to any one Participant shall not be more than 5,000,000 Shares in
any one calendar year. Unless restricted by applicable law, Shares
related to Grants that are forfeited, terminated, cancelled or expire
unexercised, shall immediately become available for new Grants.
(b) No Grants shall be made under the Plan beyond ten years after the
effective date of the Plan, but the terms of Grants made on or before
the expiration of the Plan may extend beyond such expiration. At the
time a Grant is made or amended or the terms or conditions of a Grant
are changed, the Committee may provide for limitations or conditions on
such Grant.
(c) Nothing contained herein shall affect the right of Willis Group to
terminate any Participant's employment at any time or for any reason.
The rights and obligations of any individual under the terms of his
office or employment with any member of Willis Group shall not be
affected by his or her participation in this Plan or any right which he
or she may have to participate in it, and an individual who
participates in this Plan shall waive any and all rights to
compensation or damages in consequence of the termination of his or her
office or employment for any reason whatsoever insofar as those rights
arise or may arise from his or her ceasing to have rights under or be
entitled to exercise any Grant as a result of such termination.
(d) Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.
(e) Except as otherwise prescribed by the Committee, the amounts of the
Grants for any employee of a Subsidiary, along with interest, dividend,
and other expenses accrued on deferred Grants shall be charged to the
Participant's employer during the period for which the Grant is made.
If the Participant is employed by more than one Subsidiary or by both
Willis Group and a Subsidiary during the period for which the Grant is
made, the Participant's Grant and related expenses will be allocated
between the companies employing the Participant in a manner prescribed
by the Committee.
(f) Other than as specifically provided pursuant to a Grant Agreement
or other related agreement between a Participant and Willis Group, no
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements, or torts of
the Participant.
(g) Participants shall not be, and shall not have any of the rights or
privileges of, shareholders of Willis Group in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by Willis Group to such
Participants, unless the Committee shall otherwise determine.
(h) No election as to benefits or exercise of Stock Options or other
rights may be made during a Participant's lifetime by anyone other than
the Participant except by a legal representative appointed for or by
the Participant.
(i) Absent express provisions to the contrary, any grant under this
Plan shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of any member of
Willis Group and shall not affect any benefits under any other benefit
plan of any kind now or subsequently in effect under which the
availability or amount of benefits is related to level of compensation.
This Plan is not a "Retirement Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974 of the United States,
as amended.
(j) Unless the Board determines otherwise, no benefit or promise under
the Plan shall be secured by any specific assets of any member of
Willis Group, nor shall any assets of any member of Willis Group be
designated as attributable or allocated to the satisfaction of Willis
Group's obligations under the Plan.
7. Transfers and Leaves of Absence
For purposes of the Plan, unless the Committee determines otherwise: (a)
a transfer of a Participant's employment without an intervening period of
separation among Willis Group and any Subsidiary shall not be deemed a
termination of employment, and (b) a Participant who is granted in writing a
leave of absence shall be deemed to have remained in the employ of Willis Group
during such leave of absence.
8. Adjustments
In the event of any change in the outstanding Common Shares by reason of
a stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or similar event, the Committee
shall adjust appropriately the number of Shares subject to the Plan and
available for or covered by Grants and Share prices related to outstanding
Grants to the extent necessary, and may make such other revisions to outstanding
Grants as it deems are equitably required including, without limitation, in an
event that is not a change of control, providing for the payment of a dividend
in respect of the Shares subject to any outstanding Grants, in all events in
order to allow Participants to participate in such event in an equitable manner.
9. Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution
In its absolute discretion, and on such terms and conditions as it deems
appropriate, coincident with or after the grant of any Stock Option or any
Stock-Based Grant, the Committee may provide that such Stock Option or
Stock-Based Grant cannot be exercised after a Change in Control, a merger,
amalgamation pursuant to Bermuda law, or other consolidation of Holdings or
Willis Group with or into another company, the exchange of all or substantially
all of the assets of Holdings or Willis Group for the securities of another
company, the acquisition by another Person or Group of 80% or more of Holdings
or Willis Group's then outstanding shares of voting stock or the
recapitalization, reclassification, liquidation or dissolution of Holdings or
Willis Group, and if the Committee so provides, it shall, on such terms and
conditions as it deems appropriate in its absolute discretion, also provide,
either by the terms of such Stock Option or Stock-Based Grant or by a resolution
adopted prior to the occurrence of such Change in Control merger, consolidation,
exchange, acquisition, recapitalization, reclassification, liquidation or
dissolution, that, for some period of time prior to such event, such Stock
Option or Stock-Based Grant shall be exercisable as to all shares subject
thereto, notwithstanding anything to the contrary herein (but subject to the
provisions of Section 6(b) and that, upon the occurrence of such event, such
Stock Option or Stock-Based Grant shall terminate and be of no further force or
effect; provided, however, that the Committee may also provide, in its absolute
discretion, that even if the Stock Option or Stock-Based Grant shall remain
exercisable after any such event, from and after such event, any such Stock
Option or Stock-Based Grant shall be exercisable only for the kind and amount of
securities and/or other property, or the cash equivalent thereof, receivable as
a result of such event by the holder of a number of shares of stock for which
such Stock Option or Stock-Based Grant could have been exercised immediately
prior to such event.
10. Amendment and Termination
The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan. The Board of Directors may amend, suspend or terminate the Plan at
any time.
11. Foreign Options and Rights
The Committee or Board, as applicable, may establish rules or schemes in
order to make Grants to Employees who are subject to the laws of nations other
than Bermuda, which Grants may have terms and conditions that differ from the
terms thereof as provided elsewhere in the Plan for the purpose of complying
with foreign laws. In the event that the Committee or Board establishes such
rules or schemes, the substantive provisions thereof shall be set forth on
schedules attached hereto, and are hereby incorporated by reference as part of
the Plan, subject to any additional action required to be taken pursuant to the
applicable foreign law.
12. Withholding Taxes
(a) Willis Group shall have the right to deduct from any cash payment
made under the Plan any federal, state, local, national, provincial or
other income or other taxes required by law to be withheld with respect
to such payment. It shall be a condition to the obligation of Willis
Group to deliver shares upon the exercise of an Option, upon delivery
of Restricted Stock or upon exercise, settlement or payment of any
Other Stock-Based Grant that the Participant pay to Willis Group such
amount as may be requested by Willis Group for the purpose of
satisfying any liability for such withholding taxes. Any Grant
Agreement may provide that the Participant may elect, in accordance
with any conditions set forth in such Grant Agreement, to pay a portion
or the entire minimum amount of such withholding taxes in shares of
Common Shares:
(b) Notwithstanding anything set forth in section 12 (a), an option may
not be exercised unless:
(i) the Board considers that the issue or transfer of shares pursuant
to such exercise would be lawful in all relevant jurisdictions; and
(ii) in a case where, if the option were exercised, Willis Group would
be obliged to (or would suffer a disadvantage if it were not to)
account for any tax (in any jurisdiction) for which the person in
question would be liable by virtue of the exercise of the option and/or
for any social security contributions that would be recoverable from
the person in question (together, the "Tax Liability"), that person has
either:
(x) made a payment to Willis Group of an amount at least equal to the
Holdings estimated of the Tax Liability; or
(y) entered into arrangements acceptable to Willis Group to secure that
such a payment is made (whether by authorizing the sale of some or all
of the shares on his behalf and the payment to Willis Group of the
relevant amount out of the proceeds of sale or otherwise).
13. Governing Law
This Plan shall be governed by the laws of Bermuda, without regard to
conflicts of laws.
14. Effective Date and Termination Dates
The Plan shall be effective on and as of the date of its original
approval by the Board of Directors of Holdings and shall be approved by a
majority of the shareholders of Holdings, and shall terminate ten years
thereafter, subject to earlier termination by the Board of Directors pursuant to
Sections 9 and 10.
Exhibit 10.24
WILLIS GROUP SENIOR MANAGEMENT INCENTIVE PLAN
Section 1. Purposes.
The purpose of the Willis Group Senior Management Incentive Plan (the
"Plan") is to attract, retain and motivate selected employees of Willis Group
Holdings Limited (the "Company") and its subsidiaries and affiliates who are
executive officers of the Company and members of its Partners Group and any
successor thereto in order to promote the Company's long-term growth and
profitability. It is also intended that all Bonuses (as defined in Section 5(a))
payable under the Plan be considered "performance-based compensation" within the
meaning of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder, and the Plan shall be interpreted
accordingly.
Section 2. Administration.
(a) Subject to Section 2(d), the Plan shall be administered by a
committee (the "Committee") appointed by the Board of Directors of the Company
(the "Board"), whose members shall serve at the pleasure of the Board. The
Committee at all times is intended to be composed of at least two directors of
the Company, each of whom is an "outside director" within the meaning of Section
162(m) of the Code and Treasury Regulation Section 1.162-27(e)(3) and a
"non-employee director" within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended. Unless otherwise determined by the
Board, the Committee shall be the Compensation Committee of the Board.
(b) The Committee shall have complete control over the administration of
the Plan, and shall have the authority in its sole and absolute discretion to:
(i) exercise all of the powers granted to it under the Plan; (ii) construe,
interpret and implement the Plan; (iii) prescribe, amend and rescind rules and
regulations relating to the Plan, including rules and regulations governing its
own operations; (iv) make all determinations necessary or advisable in
administering the Plan (including, without limitation, calculating the size of
the Bonus payable to each Participant (as defined in Section 4(a))); (v) correct
any defect, supply any omission and reconcile any inconsistency in the Plan; and
(vi) amend the Plan to reflect changes in or interpretations of applicable law,
rules or regulations.
(c) The determination of the Committee on all matters relating to the
Plan and any amounts payable thereunder shall be final, binding and conclusive
on all parties.
(d) Notwithstanding anything to the contrary contained herein, the
Committee may allocate among its members and may delegate some or all of its
authority or administrative responsibility to such individual or individuals who
are not members of the Committee as it shall deem necessary or appropriate;
provided, however, the Committee may not delegate any of its authority or
administrative responsibility hereunder (and no such attempted delegation shall
be effective) if such delegation would cause any Bonus payable under the Plan
not to be considered performance-based compensation within the meaning of
Section 162(m)(4)(C) of the Code.
(e) No member of the Board or the Committee or any employee of the
Company or any of its subsidiaries or affiliates (each such person a "Covered
Person") shall have any liability to any person (including, without limitation,
any Participant) for any action taken or omitted to be taken or any
determination made in good faith with respect to the Plan or any Bonus. Each
Covered Person shall be indemnified and held harmless by the Company against and
from any loss, cost, liability or expense (including attorneys" fees) that may
be imposed upon or incurred by such Covered Person in connection with or
resulting from any action, suit or proceeding to which such Covered Person may
be a party or in which such Covered Person may be involved by reason of any
action taken or omitted to be taken under the Plan and against and from any and
all amounts paid by such Covered Person, with the Company's approval, in
settlement thereof, or paid by such Covered Person in satisfaction of any
judgment in any such action, suit or proceeding against such Covered Person,
provided that the Company shall have the right, at its own expense, to assume
and defend any such action, suit or proceeding and, once the Company gives
notice of its intent to assume the defense, the Company shall have sole control
over such defense with counsel of the Company's choice. The foregoing right of
indemnification shall not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case, not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person's bad faith, fraud or willful criminal act or
omission. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which Covered Persons may be entitled under
the Company's Restated Certificate of Incorporation or Amended and Restated
Bylaws, as a matter of law, or otherwise, or any other power that the Company
may have to indemnify such persons or hold them harmless.
Section 3. Performance Period.
The Plan shall operate for successive periods (each a "Performance
Period"). The first Performance Period shall commence on January 1, 2005 and
shall terminate on December 31, 2005. Thereafter, each Performance Period shall
be one full fiscal year and/or portions of fiscal years of the Company, as
determined by the Committee.
Section 4. Participation.
(a) Prior to the 90th day after the beginning of a Performance Period,
or otherwise in a manner not inconsistent with Treasury Regulation Section
1.162-27(e)(2) (the "Participation Date"), the Committee shall designate those
individuals who shall participate in the Plan for the Performance Period (the
"Participants").
(b) Except as provided below, the Committee shall have the authority at
any time (i) during the Performance Period to remove Participants from the Plan
for that Performance Period and (ii) prior to the Participation Date (or later
in a manner consistent with the requirements of Section 162(m) of the Code) to
add Participants to the Plan for a particular Performance Period.
Section 5. Bonus Amounts.
(a) Each Participant shall be paid a bonus amount equal to 5% of the
Company's "Earnings" (as defined in Section 5(c)) with respect to each
Performance Period. Notwithstanding anything to the contrary in this Plan, the
Committee may, in its sole discretion, reduce (but not increase) the bonus
amount for any Participant for a particular Performance Period at any time prior
to the payment of bonuses to Participants pursuant to Section 6 (a Participant's
bonus amount for each Performance Period, as so reduced, the "Bonus").
(b) If a Participant's employment with the Company terminates for any
reason before the end of a Performance Period or before the date that the Bonus
is paid pursuant to Section 6, the Committee shall have the discretion to
determine whether (i) such Participant shall be entitled to any Bonus at all,
(ii) such Participant's Bonus shall be reduced on a pro-rata basis to reflect
the portion of such Performance Period the Participant was employed by the
Company or (iii) to make such other arrangements as the Committee deems
appropriate in connection with the termination of such Participant's employment.
(c) For purposes of this Section 5, "Earnings" means the Company's
operating income before taxes and extraordinary loss to be reported in its
audited consolidated financial statements for the relevant fiscal year, adjusted
to eliminate, with respect to such fiscal year: (i) losses related to the
impairment of goodwill and other intangible assets; (ii) restructuring expenses;
(iii) gains or losses on disposal of assets or segments of the previously
separate companies of a business combination within two years of the date of
such combination; (iv) gains or losses that are the direct result of a major
casualty or natural disaster; (v) losses resulting from any newly-enacted law,
regulation or judicial order; (vi) the cumulative effect of accounting changes;
(vii) any extraordinary gains or losses; and (viii) accounting expenses
associated with the grant of employee share options. The above adjustments to
Earnings shall be computed in accordance with US GAAP. Following the completion
of each Performance Period, the Committee shall certify in writing the Company's
Earnings for such Performance Period.
Section 6. Payment of Bonus Amount; Voluntary Deferral.
Each Participant's Bonus shall be payable by such Participant's
Participating Employer (as defined in Section 7(j)), or in the case of a
Participant employed by more than one Participating Employer, by each such
employer as determined by the Committee. The Bonus shall be payable in the
discretion of the Committee in cash and/or an equity-based award of equivalent
value (provided that in determining the number of Company restricted or deferred
stock units payable in cash or shares of the Company's common stock, restricted
shares of the Company's common stock or unrestricted shares of the Company's
common stock that is equivalent to a dollar amount, that dollar amount shall be
divided by the closing price of the Company common stock on the date of grant by
the Committee (with fractional shares being rounded to the nearest whole share).
The cash portion of the Bonus shall be paid at such time as bonuses are
generally paid by the Participating Employer(s) for the relevant fiscal year.
Subject to approval by the Committee and to any requirements imposed by the
Committee in connection with such approval, each Participant may be entitled to
defer receipt, under the terms and conditions of any applicable deferred
compensation plan of the Company, of part or all of any payments otherwise due
under this Plan. Any equity-based award shall be subject to such terms and
conditions (including vesting requirements) as the Committee and the
administrative committee of the plan under which such equity-based award is
granted may determine.
Section 7. General Provisions.
(a) Amendment, Termination, etc. The Board reserves the right at any
time and from time to time to modify, alter, amend, suspend, discontinue or
terminate the Plan, including in any manner that adversely affects the rights of
Participants. No Participant shall have any rights to payment of any amounts
under this Plan unless and until the Committee determines the amount of such
Participant's Bonus, that such Bonus shall be paid and the method and timing of
its payment. No amendment that would require stockholder approval in order for
Bonuses paid pursuant to the Plan to constitute performance-based compensation
within the meaning of Section 162(m)(4)(C) of the Code shall be effective
without the approval of the stockholders of the Company as required by Section
162(m) of the Code and the regulations thereunder.
(b) Nonassignability. No rights of any Participant (or of any
beneficiary pursuant to this Section 7(b)) under the Plan may be sold,
exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of
(including through the use of any cash-settled instrument), either voluntarily
or involuntarily by operation of law, other than by will or by the laws of
descent and distribution. Any sale, exchange, transfer, assignment, pledge,
hypothecation or other disposition in violation of the provisions of this
Section 7(b) shall be void. In the event of a Participant's death, any amounts
payable under the Plan shall be paid in accordance with the Plan to a
Participant's estate. A Participant's estate shall have no rights under the Plan
to receive such amounts, if any, as may be payable under this Section 7(b), and
all of the terms of this Plan shall be binding upon any such Participant's
estate.
(c) Plan Creates No Employment Rights. Nothing in the Plan shall confer
upon any Participant the right to continue in the employ of the Company for the
Performance Period or thereafter or affect any right which the Company may have
to terminate such employment.
(d) Governing Law. All rights and obligations under the Plan shall be
governed by and construed in accordance with the laws of the state of New York,
without regard to principles of conflict of laws.
(e) Tax Withholding. In connection with any payments to a Participant or
other event under the Plan that gives rise to a federal, state, local or other
tax withholding obligation relating to the Plan (including, without limitation,
FICA tax), (i) the Company and any Participating Employer may deduct or withhold
(or cause to be deducted or withheld) from any payment or distribution to such
Participant whether or not pursuant to the Plan or (ii) the Committee shall be
entitled to require that such Participant remit cash (through payroll deduction
or otherwise), in each case in an amount sufficient in the opinion of the
Company to satisfy such withholding obligation.
(f) Right of Offset. The Company and any Participating Employer shall
have the right to offset against the obligation to pay a Bonus to any
Participant, any outstanding amounts (including, without limitation, travel and
entertainment or advance account balances or amounts repayable to it pursuant to
tax equalization, housing, automobile or other employee programs) such
Participant then owes to it.
(g) Severability; Entire Agreement. If any of the provisions of this
Plan is finally held to be invalid, illegal or unenforceable (whether in whole
or in part), such provision shall be deemed modified to the extent, but only to
the extent, of such invalidity, illegality or unenforceability and the remaining
provisions shall not be affected thereby. This Plan shall not supersede any
other agreement, written or oral, pertaining to the matters covered herein,
except to the extent of any inconsistency between this Plan and any prior
agreement, in which case this Plan shall prevail.
(h) No Third Party Beneficiaries. The Plan shall not confer on any
person other than the Company and any Participant any rights or remedies
hereunder.
(i) Participating Employers. Each subsidiary or affiliate of the Company
that employs a Participant shall adopt this Plan by executing Schedule A (a
"Participating Employer"). Except for purposes of determining the amount of each
Participant's Bonus, this Plan shall be treated as a separate plan maintained by
each Participating Employer and the obligation to pay the Bonus to each
Participant shall be the sole liability of the Participating Employer(s) by
which the Participant is employed, and neither the Company nor any other
Participating Employer shall have any liability with respect to such amounts.
(j) Successors and Assigns. The terms of this Plan shall be binding upon
and inure to the benefit of the Company, each Participating Employer and their
successors and assigns and each permitted successor or assign of each
Participant as provided in Section 7(b).
(k) Plan Headings. The headings in this Plan are for the purpose of
convenience only and are not intended to define or limit the construction of the
provisions hereof.
(l) Construction. In the construction of this Plan, the singular shall
include the plural, and vice versa, in all cases where such meanings would be
appropriate. Nothing in this Plan shall preclude or limit the ability of the
Company, its subsidiaries and affiliates to pay any compensation to a
Participant under any other plan or compensatory arrangement whether or not in
effect on the date this Plan was adopted.
(m) Plan Subject to Stockholder Approval. The Plan is adopted subject to
the approval of the stockholders of the Company at the Company's 2005 Annual
Meeting in accordance with Section 162(m)(4)(C) of the Code and Treasury
Regulation Section 1.162-27(e)(4), and no Bonus shall be payable hereunder
absent such stockholder approval.
Exhibit 99.1
Willis Group Holdings Announces Results
from Annual Meeting of Stockholders
NEW YORK--(BUSINESS WIRE)--April 29, 2005--Joe Plumeri, Chairman
and Chief Executive Officer of Willis Group Holdings Limited (NYSE:
WSH), the global insurance broker, outlined the Corporation's progress
through 2004, reflected on sweeping transformations taking place in
the global insurance industry and the Company's platform for growth at
the Annual Meeting of Shareholders which was held on April 29, 2005 in
New York City.
"We celebrated a number of significant accomplishments in 2004
which will have a lasting impact for our shareholders, our clients and
Associates around the world," said Mr. Plumeri. "Demonstrating
long-term confidence, the Board of Directors increased the dividend to
$0.75 per share annually in February 2004 which was subsequently
increased to $0.86 per share annually in February 2005. Separately, in
2004 the Company repurchased $339 million of stock under the existing
authorization. We strengthened our global footprint by increasing our
holding in Willis Denmark to 100% and bought a majority stake in Coyle
Hamilton which was the largest, independently owned insurance broker
in Ireland.
"Insurance is a great and vital industry - but for too long has
been inwardly-focused. Accepting and embracing the metamorphosis that
has come with the heightened scrutiny of industry accepted
conventions, we are leading the efforts of transparency and are
further demonstrating our commitment to the tangible, measurable value
we deliver to clients," Plumeri continued.
"This changing environment brings challenges but many more
opportunities which we face with excitement and confidence," Plumeri
noted. "We are challenging our own conventions and assumptions in
order to reinforce our business around the world and are confident we
will emerge with a stronger more resilient model for long-term
success."
At the meeting, shareholders:
-- elected all Directors until the close of the next Annual
General Meeting of Shareholders or until their respective
successors are elected or appointed;
-- re-appointed Deloitte & Touche as auditors until the close of
the next Annual General Meeting of Shareholders and authorized
the Audit Committee on behalf the Board of Directors to fix
the auditors remuneration;
-- voted to increase the number of shares available for issuance
under the Company's 2001 share purchase and option plan;
-- amended the rules of the Company's 2001 share purchase and
option plan to include non-employee Director;
-- adopted the Willis Group Senior Management Incentive Plan;
-- amended the Company's by-laws 133(ii) and 149.
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. With over 300 offices in over 100 countries, its global team of
14,500 Associates serves clients in some 180 countries. Additional
information on Willis may be found on its web site www.willis.com.
CONTACT: Willis Group
Investors:
Kerry K. Calaiaro, +1 212 837-0880
Email: calaiaro_ke@willis.com
Media:
Dan Prince, +1 212 837-0806
Email: prince_da@willis.com