**Exhibit 10.2**

 

**WATSONWYATT WORLDWIDE, INC.**

 

**AMENDED2001 DEFERRED STOCK UNIT PLAN FOR SELECTED EMPLOYEES**

 

**Article 1-General**

 

Section 1.1             Purposes.

** **

The purposes of theWatson Wyatt Worldwide, Inc. Amended 2001 Deferred Stock Unit Plan forSelected Employees (the “Plan”) are (a) to provide an incentive to certainhighly qualified individuals to serve as Selected Employees (as defined below)of Watson Wyatt Worldwide, Inc. (“WWW”) and its Affiliates (together, the “Company”)and (b) to further align the interests of Selected Employees with thestockholders of WWW.

 

Section 1.2             Definitions.

** **

For the purpose of thePlan, the following terms shall have the meanings indicated.

 
| (a)    | “Account”  means the unfunded and unsecured journal entry account established on the  books and records of WWW to record an Account Balance.                                                                                                                                         |
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| (b)    | “Account Balance”  means, the Deferred Stock Units credited to a Participant’s Account, as  adjusted in accordance with Article 4 to reflect the addition of  dividend equivalents and any changes in capitalization and as adjusted in  accordance with Section 2.7. |
|   |                                                                                                                                                                                                                                                                                           |
| (c)    | “Affiliate” means any  corporation, partnership, or other organization of which WWW owns or  controls, directly or indirectly, not less than 50% of the total combined  voting power of all classes of stock or other equity interests.                                              |
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| (d)    | “Annual Meeting” means  the Annual Meeting of Stockholders of WWW.                                                                                                                                                                                                                   |
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| (e)    | “Board of Directors” or  “Board” shall mean the Board of Directors of WWW.                                                                                                                                                                                                 |
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| (f)    | “Business Day” shall  mean any day on which the New York Stock Exchange is open for business.                                                                                                                                                                                        |
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| (g)    | “Change in Control”  shall mean the occurrence of any of the following:                                                                                                                                                                                                              |

 

(i)                         thesale, lease, transfer, conveyance or other disposition, in one or a series ofrelated transactions, of all or substantially all of the assets of the Company;

 

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(ii)                      any“person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) ofthe Exchange Act, as defined below) is or becomes the “beneficial owner” (asdefined in Rules 13d-3 and 13d-5 under the Exchange Act, except that aperson shall be deemed to have “beneficial ownership” of all shares that anysuch person has the right to acquire, whether such right is exercisableimmediately or is subject to other conditions, directly or indirectly, of morethan 50% of the total voting power of the voting stock of WWW, including by wayof merger, consolidation or otherwise;

 

(iii)                   satisfaction or waiver of allconditions precedent (including receipt of any approval by the stockholders ofWWW) under any agreement or plan of merger, consolidation or reorganizationinvolving WWW, if as a result of such merger, consolidation or reorganizationthe stockholders of WWW immediately before such transaction will not own,directly or indirectly immediately following such merger, consolidation orreorganization, more than 50% of the combined voting power of the company(ies)resulting from such merger, consolidation or reorganization in substantiallythe same proportion as their ownership immediately before such merger, consolidationor reorganization; or

 

(iv)                  duringany period of two consecutive years, individuals who at the beginning of suchperiod served on the Board of Directors (any such individual, an “IncumbentDirector”) cease for any reason to constitute a majority of the Board ofDirectors; provided that any new director whose election to the Board or whosenomination for election to the Board was approved by a majority of theIncumbent Directors then in office shall be considered an “Incumbent Director”unless the director was elected or nominated for election to the Board ofDirectors to avoid or settle a threatened or actual proxy contest.

 

(h)                     “Code”means the Internal Revenue Code of 1986 of the United States of America, asamended from time to time.

 

(i)                         “Committee”shall have the meaning provided in Section 7.1.

 

(j)                         “CommonStock” means the Class A common stock, par value $.01 per share, of WWW.

 

(k)                      “Company”means WWW and all of its Affiliates.

 

(l)                         “CurrentMarket Value” per share of Common Stock for any date means (i) if theCommon Stock is listed on a national securities exchange or quotation system,the closing sales price on such exchange or quotation system on such date or,in the absence of reported sales on such date, the closing sales price on theimmediately preceding date on which sales were reported, (ii) if theCommon Stock is not listed on a national securities exchange or quotationsystem, the mean between the high bid and low offered prices as quoted by theNational Association of Securities Dealers, Inc. Automated QuotationSystem (“NASDAQ”) for such date, or (iii) if the Common Stock is neitherlisted on a national securities exchange or quotation system nor quoted byNASDAQ, the fair value as determined by such other method as the Committee determinesin good faith to be reasonable.

 

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| (m)    | “Deferred Stock Unit”  or “Unit” means a unit representing WWW’s obligation to deliver or issue to a  Participant one share of Common Stock for each such unit in accordance with  the terms of the Plan.                                                                                                                              |
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| (n)    | “Disability” means any  physical or mental condition of a Selected Employee that in the opinion of  the Committee renders the Selected Employee incapable of continuing to be an  employee of the Company.                                                                                                                                            |
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| (o)    | “Exchange Act” means  the Securities Exchange Act of 1934 of the United States of America, as  amended.                                                                                                                                                                                                                                               |
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| (p)    | “Grant” means the  crediting of units to a Participant’s Account pursuant to Section 2.1.                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| (q)    | “Grant Date” shall mean  the date that Deferred Stock Units are credited to a Participant’s Account  pursuant to Section 2.1.                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| (r)    | “Participant” means  each Selected Employee to whom a Grant of Deferred Stock Units has been made  under the Plan.                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| (s)    | “Payment”  means the distribution of Common Stock to a Participant in accordance with  Sections 2.4 and 2.6(b), and it shall also include any Payment made pursuant  to Article 6 or Section 7.4.                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| (t)    | “Performance-Based Compensation” means any  compensation excluded from the definition of “applicable employee  remuneration” pursuant to Section 162(m)(4)(C) of the Code.                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| (u)    | “Plan” means this  Watson Wyatt Worldwide, Inc. Amended 2001 Deferred Stock Unit Plan for  Selected Employees.                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| (v)    | “Selected Employee”  shall mean those highly compensated and/or highly qualified employees of the  Company as are eligible to be selected by the Committee for awards under this  Plan, as determined by the Committee from time to time.                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                            |
| (w)    | “Unit Portion of the  Bonus” means the portion of any Participant’s bonus that is to be allocated  and paid by crediting Deferred Stock Units to the Participant’s Account, as  determined or approved by the Committee, and done in accordance with  Section 2.1.                                                                     |
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| (x)    | “Units” has the meaning  specified in the definition of “Deferred Stock Units”.                                                                                                                                                                                                                                                             |
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| (y)    | “Vested” means, with  respect to a Deferred Stock Unit credited to a Participant’s Account, that  such Unit is no longer subject to forfeiture in accordance with any notice  given by the Company to the Participant at the time of the Grant, or any  agreement between the Company and the Participant, in accordance with  Section 2.2. |

 

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(z)                       “WWW”has the meaning specified in Section 1.1.

 

(aa)                “Section 409A” means Section 409A of the Codeand any regulations and other guidance issued by the Internal Revenue Servicethereunder.

 

(bb) “Separation from Service” means the cessation of a Participant’s service as an employeeof the Company and its Affiliates, whether voluntary or involuntary, for anyreason determined consistent with guidance issued by the Department of theTreasury regarding what constitutes a “separation from service” under Section 409A.

 

Section 1.3             SharesSubject to the Plan.

** **

(a)                      Reservationof Shares.  The total number of shares ofCommon Stock that shall be reserved for issuance in payment of Deferred StockUnits under the Plan shall be 2,700,000* subject to adjustment for changes incapitalization of WWW as provided in subparagraph (b) below.  Shares of Common Stock issued under the Planmay be authorized but unissued shares of Common Stock, issued shares held in oracquired for WWW’s treasury or shares reacquired by WWW upon purchase in theopen market.

 

(b)                     Changesin Common Stock.  If any change is madein the terms or provisions of the Common Stock then subject to the Plan(whether by reason of reorganization, merger, consolidation, recapitalization,stock dividend, stock split, combination of shares, exchange of shares, changein corporate structure, or otherwise), then the Committee may make appropriateadjustments to the maximum number of shares of Common Stock subject to andreserved under the Plan and to the Units allocated to Accounts as it in itssole discretion determines to be appropriate.

 

(c)                      Tax Code Limits.  The aggregate number of shares of CommonStock or Units that may be Granted or issued under or subject to any bonus arrangementthat is authorized by the Committee during any fiscal year for any oneParticipant shall not exceed 200,000 shares of Common Stock.  The foregoing share limitation shall beadjusted to the same extent as other adjustments pursuant to Section 1.3(b) providedthat no such adjustment shall be made if it would affect the status of anyGrant or arrangement intended to qualify as Performance-BasedCompensation.  The foregoing limitationshall apply only to any such arrangement that is intended to qualify asPerformance-Based Compensation pursuant to this Plan and shall not apply withrespect to any Grant under a bonus arrangement that is intended to qualify asPerformance-Based Compensation under either the Watson Wyatt & Company Holdings Incentive Compensation Plan oranother**stockholderapproved plan other than the Plan.

 

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*Reflects 1,200,000additional shares of Common Stock reserved and authorized by the Company’sBoard of Directors in September 2006.

 

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**Article 2****                DeferredStock Units; Optional Deferral of Payment; Performance-Based Arrangements**

 

Section 2.1             Grantsof Deferred Stock Units.

** **

The Committee shall select and/or approve the SelectedEmployees who shall be Participants in the Plan and shall authorize each Grantunder the Plan by determining or approving the portion or amount of any bonusotherwise payable to any such Participant which shall equal the Unit Portion ofthe Bonus made to the Participant.  EachParticipant shall have an Account established in his or her name.  In connection with any Grant, there shall becredited to the Participant’s Account as of the Grant Date, the number ofDeferred Stock Units obtained by dividing the amount of the Unit Portion of theBonus made to the Participant by the Current Market Value per share of CommonStock as of the Grant Date, and rounding the result upwards to the nearestwhole Deferred Stock Unit.  Upon a Grantbeing made in the name of a Participant, the Participant’s rights with respectto the Unit Portion of the Bonus for the Participant shall consist solely ofany benefits provided pursuant to the Plan.

** **

Section 2.2             Vestingof Deferred Stock Units.

** **

The Company may provide, in a notice given by theCompany to the Participant at the time of the Grant, or in an agreement betweenthe Company and the Participant, a vesting schedule for the Deferred StockUnits being credited to the Participant’s Account, such that some or all of theDeferred Stock Units credited to the Participant’s Account shall be forfeitedif the Participant does not continue in employment with the Company until thevesting of such Units as specified in such notice or agreement.

** **

Section 2.3             Terminationof Employment.

** **

Notwithstanding any provision herein to the contrary,in the event that a Participant’s employment is terminated before any (or all)of his or her Deferred Stock Units have become Vested, as provided in thenotice or agreement described in Section 2.2, then all such Deferred StockUnits in the Participant’s Account which are not then Vested (including anyUnits attributable to such Units pursuant to Section 4.1, as determined bythe Company) shall be forfeited, and no amount or Common Stock shall be payablewith respect to such Units under any provision of this Plan, including anyprovision of this Article 2.

** **

Section 2.4             Paymentof Shares on Account of Deferred Stock Units.

** **

Unless deferred at the option of the Participant inaccordance with Section 2.5(a), or if otherwise modified pursuant to theprovisions of this Plan, the Account Balance with respect to a particular Grantwill become payable and shall be paid on the date that the Units become Vestedin accordance with Section 2.2, and one share of Common Stock will bedelivered in full satisfaction of each Deferred Stock Unit to be paid, afterrounding any fractional Deferred Stock Unit upwards to the nearest whole share.

 

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Section 2.5             OptionalDeferral of Payment of Shares.

** **

(a)                      OptionalDeferral of Payment.  As to each Grant,the Committee may allow a Participant the option to defer the payment of all ora portion of any Deferred Stock Units for later payment in accordance with Section 2.6by submitting to the Committee or its designee such forms as the Committeeshall prescribe by such date as the Committee may establish. Any such electionshall become irrevocable as of the last date that is permissible under Section 409A.  With respect to Deferred Stock Units thatvest at least 12 months after the date of Grant, to the extent permitted by theCommittee, a Participant may irrevocably elect to defer payment of suchDeferred Stock Units at any time within 30 days of the date of Grant, providedthat such election shall apply only to the extent the applicable Deferred StockUnits do not vest earlier than the 12-month anniversary of such election. In noevent may any deferral be made to the extent such deferral would result in theacceleration of any tax or the imposition of any additional tax or interestcharge pursuant to Section 409A.

 

(b)                     Irrevocabilityof Deferral Election.   An election todefer the payment of all or a portion of a Participant’s Account Balance madepursuant to Section 2.5(a) shall be irrevocable once submitted to theCommittee or his or her designee.

 

Section 2.6             Paymentof Shares Optionally Deferred.

** **

(a)                      DeferralElection.  If a Participant elects, thenhis or her Account Balance will be paid by the Company, at the time elected bythe Participant in accordance with this Section 2.6.  The Account Balance shall be paid in a lumpsum at the time specified in this Section 2.6 or, if authorized by the Committeeand elected by the Participant on the deferral election form, in annualpayments over a period of years.  If theAccount Balance is to be paid in annual payments, then each payment will becalculated as a number of Deferred Stock Units equal to (i) the numberdetermined by dividing the number of Units allocated to the Participant’sAccount as of the date of the first payment by the total number of annualpayments, plus (ii) the number of any additional Units allocated pursuantto Section 4.1 after the date of the first payment to the Units thenpayable.  The election shall specify thetiming of the lump sum payment or (in the case of annual payments) of the firstpayment, as one of the following:  (i) thefirst day of the month following the month that the Participant experiences aSeparation from Service or that the Participant dies;  (ii) the first day of the month which isany number of whole years selected by the Participant after the date on whichthe Participant’s Deferred Stock Units become Vested (i.e., without taking intoaccount the possibility of a Participant’s Separation from Service, death orDisability); or (iii) in any month in the calendar year following the dateon which the Participant experiences a Separation from Service.  Notwithstanding the foregoing, if theParticipant is a “specified employee” within the meaning of Section 409Aand the event resulting in distribution of benefits is the Participant’sSeparation from Service, any distribution scheduled to be made within six monthsof such Separation from Service shall be made on the six-month anniversary ofsuch Separation from Service.

 

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(b)                     Form ofPayment.  One share of Common Stock willbe delivered in full satisfaction of each Deferred Stock Unit to be paid, afterrounding any fractional Deferred Stock Unit upwards to the nearest whole share.

 

(c)                      DeathPrior to Payment.  If the Participantdies prior to payment of any or all amounts optionally deferred pursuant tothis Section 2.6, then the Account Balance will be paid to the Participant’sbeneficiary in accordance with the Participant’s election.

 

Section 2.7             Debitingof Deferred Stock Account.

** **

If and when shares of Common Stock are distributed toa Participant, the Participant’s Account shall be debited with the number ofUnits equivalent to the number of shares of Common Stock that have beendistributed.

 

### **Section 2.8.**            Qualifying Performance-Based Compensation.

### ** **

(a)                      General.The Committee shall specify the Qualifying Performance Criteria and the levelof achievement under such criteria that shall determine the number of shares ofCommon Stock or Units to be Granted, issued or vested under any bonusarrangement that is intended to qualify as Performance-Based Compensationpursuant to this Plan.  Prior to suchshares or Units being Granted, issued or vested, the Committee shall certifythe extent to which any Qualifying Performance Criteria has been achieved orsatisfied, and the number of shares of Common Stock or the number of Units thatwill be Granted, issued or vested under this Plan as a result of achieving orsatisfying such criteria. Notwithstanding satisfaction of any QualifyingPerformance Criteria, the number of shares or Units Granted, issued or vestedunder any such bonus or arrangement may be reduced by the Committee on thebasis of such further considerations as the Committee in its sole discretionshall determine.

 

(b)                     QualifyingPerformance Criteria. For purposes of this Plan, the term “QualifyingPerformance Criteria” shall mean any one or more of the following performancecriteria, either individually, alternatively or in any combination, applied toeither the Company as a whole or to a business unit or Subsidiary, eitherindividually, alternatively or in any combination, and measured either annuallyor cumulatively over a period of years, on an absolute basis or relative to apre-established target, to previous years’ results or to a designatedcomparison group, in each case as specified by the Committee: (i) cashflow (before or after dividends), (ii) earnings per share (includingearnings before interest, taxes, depreciation and amortization), (iii) stockprice, (iv) return on equity, (v) total stockholder return, (vi) returnon capital (including return on total capital or return on invested capital), (vii) returnon assets or net assets, (viii) market capitalization, (ix) economicvalue added, (x) debt leverage (debt to capital), (xi) revenue,(xii) income or net income, (xiii) operating income or net operatingincome, (xiv) operating profit or net operating profit,(xv) operating margin or profit margin, (xvi) return on operatingrevenue, (xvii) cash from operations, (xviii) operating ratio,(xix) operating revenue, or (xx) integration and/or penetration ofthe market.

 

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To the extent consistentwith Section 162(m) of the Code, the Committee may appropriatelyadjust any evaluation of performance under a Qualifying Performance Criteria toexclude any of the following events that occurs during a performance period: (i) assetwrite-downs, (ii) litigation, claims, judgments or settlements, (iii) theeffect of changes in tax law, accounting principles or other such laws orprovisions affecting reported results, (iv) mergers, acquisitions anddivestitures, (v) accruals for reorganization and restructuring programsand (vi) any extraordinary, unusual or non-recurring items as described inAccounting Principles Board Opinion No. 30 and/or in management’sdiscussion and analysis of financial condition and results of operationsappearing in the Company’s Forms 10-K or 10-Q for the applicable year.

 

Section 2.9.            MandatoryDeferral if Section 162(m) Applies.

 

(a)                      MandatoryDeferral.  Notwithstanding any otherprovision of the Plan to the contrary, to the extent the Company reasonablyanticipates that payment of a Participant’s Account at the time elected by theParticipant or otherwise provided under the Plan would be nondeductible to theCompany due to the application of Section 162(m) of the Code, paymentof that portion of the Account shall be delayed until the Participant’sseparation from service (as determined pursuant to Section 409A of theCode) or, if earlier, in the calendar year in which the Company firstreasonably anticipates that payment of the deferred amount will not benondeductible as a result of the application of Section 162(m) of theCode.  Notwithstanding the precedingsentence, where any scheduled payment to the Participant is delayed inaccordance with this Section 2.8(a), the delay in all events will be forat least five (5) years from the date the payment otherwise was scheduledto be made pursuant to the Participant’s election or as otherwise providedunder the Plan unless all scheduled payments to the Participant by the Companythat could be delayed consistent with Section 409A of the Code as a result ofthe application of Section 162(m) of the Code are also delayed.  In addition, to the extent that theParticipant is a “specified employee” (as determined pursuant to Section 409Aof the Code) and payment is made in connection with the Participant’s separationfrom service, payment of the amount described in this Section 2.8 shall inno event be made earlier than the six-month anniversary of the Participant’sseparation from service (unless the Participant’s separation from serviceresults from the Participant’s death, in which case the deferred amount shallbe paid to the Participant’s beneficiary as soon as reasonably practicablefollowing the Participant’s death).

 

(b)                     Form ofPayment. During any deferral period required by Section 2.8(a), the Participant’sAccount shall continue to be deemed invested in Deferred Stock Units.  At time of payment specified in Section 2.8(a),one share of Common Stock will be delivered in full satisfaction of each suchDeferred Stock Unit to be paid, after rounding any fractional Deferred StockUnit upwards to the nearest whole share.

 

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**Article 3****                Beneficiary;Tax**

 

Section 3.1             Beneficiary.

** **

(a)                      Designationof Beneficiary.  The Participant maydesignate, in writing delivered to the Committee or its designee before the Participant’sdeath, a beneficiary to receive payments under the Plan in the event of theParticipant’s death.  The Participant mayalso designate a contingent beneficiary to receive payments under the Plan ifthe primary beneficiary does not survive the Participant.  The Participant may designate more than oneperson as the Participant’s beneficiary or contingent beneficiary, in whichcase (i) no contingent beneficiary would receive any payment unless all ofthe primary beneficiaries predeceased the Participant, and (ii) thesurviving beneficiaries in any class shall share in any payments in proportionto the percentages of interest assigned to them by the Participant relative tothe percentage of interests held by all survivors in that class.

 

(b)                     Changein Beneficiary.  The Participant maychange his or her beneficiary or contingent beneficiary (without the consent ofany prior beneficiary) in a writing delivered to the Committee or its designeebefore the Participant’s death.  Unlessthe Participant states otherwise in such writing, any change in beneficiary orcontingent beneficiary will automatically revoke such prior designations of theParticipant’s beneficiary or of the Participant’s contingent beneficiary, asthe case may be, under this Plan only; any designations under other deferralagreements or plans of the Company will remain unaffected.

 

(c)                      DefaultBeneficiary.  In the event a Participantdoes not designate a beneficiary, or no designated beneficiary survives theParticipant, the Participant’s beneficiary shall be the Participant’s survivingspouse, if the Participant is married at the time of his or her death and notsubject to a court-approved agreement or court decree of separation, orotherwise the person or persons designated to receive benefits on account ofthe Participant’s death under the Company’s pre-retirement death benefit forSelected Employees, if any, unless the rights to such benefit have beenassigned, in which case any amounts payable to the Participant’s beneficiaryunder the Plan will be paid to the Participant’s estate.

 

(d)                     Ifthe Beneficiary Dies During Payment.  Ifa beneficiary who is receiving or is entitled to receive payments hereunderdies after the Participant’s death but before all the payments have been made,the portion of the Account Balance which that beneficiary otherwise would havereceived will be paid as soon as practicable in a single payment to suchbeneficiary’s estate and not to any contingent beneficiary the Participant mayhave designated.

 

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Section 3.2                                      DomesticRelations Orders.

 

Notwithstanding the Participant’s elections hereunder,at the time any Units become payable under Sections 2.4 and 2.6, the Companywill pay to, or to the Participant for the benefit of, the Participant’s spouseor former spouse the portion of the Participant’s Account Balance specified ina valid court order entered in a domestic relations proceeding involving theParticipant’s divorce or legal separation. Any such payment will be made net of any amounts the Company may berequired to withhold under applicable U.S. federal, foreign, state or locallaw.

 

Section 3.3                                      Payment of CashWhere Distribution of Common Stock is Prohibited or Impractical UnderApplicable Law.

 

Notwithstanding any other provision of this Plan, inany jurisdiction or country where the Committee determines that thedistribution of Common Stock in such jurisdiction or country is prohibited orimpractical (including as a result of costs or administrative procedures) underthe law of such jurisdiction or country, the Company may pay cash (rather thanCommon Stock) to a Participant in an amount equal to the Current Market Value,as of the date the shares otherwise would have been payable, of the CommonStock that the Participant otherwise would have received.

 

Section 3.4                                      Withholding ofTaxes

 

Whenever under the Plan payments are to be made,whether in shares of stock or in cash, the Company, in its sole discretion,shall be entitled to withhold therefrom the amount it determines necessary tosatisfy any United States federal, state, local, foreign or other withholdingtax requirements relating to such amount, or to require as a condition ofdelivery that the Participant remit or, in appropriate cases, agree to remitwhen due the amount necessary to satisfy all federal, state, local, foreign, orother withholding tax requirements relating thereto.  At the option of the Company, such amount maybe remitted by check payable to the Company, in shares of Common Stock (whichmay include shares received pursuant to this Plan), by the Company’swithholding of shares of Common Stock, or any combination thereof.

 

**Article 4****                                               Adjustmentof Accounts**

 

Section 4.1                                      DividendEquivalents.

 

Whenever a cashdividend is paid on a share of Common Stock, a Participant’s Account will beadjusted by adding to the Account Balance the number of Deferred Stock Unitsdetermined by multiplying the per share amount of the cash dividend by thenumber of Units credited to the Account Balance on the record date for the cashdividend, dividing the result by the Current Market Value of a share of CommonStock on the date the cash dividend is paid, and rounding the result to thenearest 1/100th of a Deferred Stock Unit as the case may be (with .005 beingrounded upwards); provided that, if a Participant’s Account Balance is reducedto zero in accordance with the Plan between the record date and the paymentdate for such cash dividend, then, in lieu of such adjustment to theParticipant’s Account, the dividend equivalent amount with respect to suchrecord date will be determined by multiplying the per share amount of the cashdividend by the portion of the Participant’s Account Balance that is payable onthe record date for the cash dividend and rounding the result to the nearestwhole cent, which amount shall be paid to the Participant in cash.

 

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Any adjustment with respect to a Participant’s Accountpursuant to this Section 4.1 which is made with respect to any DeferredStock Units which are not then Vested shall become Vested at the same time assuch Deferred Stock Units.

 

Section 4.2                                      Changes inCapitalization.

 

Notwithstanding any other provision of the Plan to thecontrary, if any change shall occur in or affect shares of Common Stock onaccount of a merger, consolidation, reorganization, stock dividend, stock splitor combination, reclassification, recapitalization, or distribution to holdersof shares of Common Stock (other than cash dividends), including, withoutlimitation, a merger or other reorganization event in which the shares of CommonStock cease to exist, then the Committee may make an appropriate adjustment tothe Deferred Stock Units, as it determines necessary to maintain theproportionate interest of the Participants and to preserve, without increasing,the value of their Account Balance.  Inthe event of a change in the presently authorized shares of Common Stock thatis limited to a change in the designation thereof or a change of authorizedshares with par value into the same number of shares with a different par valueor into the same number of shares without par value, the shares resulting fromany such change shall be deemed to be shares of Common Stock within the meaningof the Plan.

 

**Article 5****                                               Statusof Accounts**

 

Section 5.1                                      No Trust or FundCreated; General Creditor Status.

 

Nothing contained herein and no action taken pursuanthereto will be construed to create a trust or separate fund of any kind or afiduciary relationship between the Company and any Participant, the Participant’sbeneficiary or estate, or any other person. Title to and beneficial ownership of any Common Stock or fundsrepresented by the Account Balance will at all times remain with the Company;such Common Stock or funds will continue for all purposes to be a part of thegeneral assets of the Company and may be used for any corporate purpose. Noperson will, by virtue of the provisions of this Plan, have any interestwhatsoever in any specific assets of the Company.  TO THE EXTENT THAT ANY PERSON ACQUIRES ARIGHT TO RECEIVE PAYMENTS FROM THE COMPANY UNDER THIS PLAN, SUCH RIGHT WILL BENO GREATER THAN THE RIGHT OF ANY UNSECURED GENERAL CREDITOR OF THE COMPANY

 

Section 5.2                                      Non-Assignability.

 

The Participant’s right, or the right of any otherperson, to the Participant’s Account Balance or any other benefits hereundercannot be assigned, alienated, sold, garnished, transferred, pledged, orencumbered except by a written designation of beneficiary under this Plan, bywritten will, or by the laws of descent and distribution.

 

**Article 6****                                               Changein Control**

 

(a)                      With respectto the portion of the Participant’s Account that was “earned and vested” as of December 31,2004 and earnings thereon (each as determined pursuant to applicable InternalRevenue Service guidance), in the event of a Change in Control of the Company,the Committee may, in its sole discretion, provide that any or none of thefollowing applicable actions be taken as a result, or in anticipation, of anysuch event to assure fair and equitable treatment of Participants:

 

(i)                          acceleratethe Vesting of Deferred Stock Units, or provide for the Payment of Stock orcash pursuant to this Plan;

 

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(ii)                      makeadjustments or modifications to any award of Units, Participant’s Account orelection with respect to an Account, any Payment or right to Payment, or anyother right of a Participant hereunder, as the Committee deems appropriate tomaintain and protect the rights and interests of the Participants followingsuch Change in Control.

 

Any such action approvedby the Committee shall be conclusive and binding on the Company and allParticipants.

 

(b)                     Withrespect to the portion of the Participant’s Account that was not “earned andvested” as of December 31, 2004 and earnings thereon, in the event of aChange in Control of the Company, the Committee shall accelerate the Vesting ofDeferred Stock Units and provide for the immediate Payment of Stock or cashpursuant to this Plan.  For purposes ofthis paragraph (b), an event shall be a Change in Control only if it alsoqualifies as a change in ownership of the Company or a change in the effectivecontrol of the Company, each as determined pursuant to Section 409A of theCode.

 

**Article 7****                                               Administrationof the Plan**

 

Section 7.1                                      Administration.

 

The Plan shall be administered by a Committeeappointed by the Board of Directors of the Company (the “Committee”). TheCommittee shall consist of two or more directors who are “non-employeedirectors,” within the meaning of Rule 16b-3 under the Exchange Act, and “outsidedirectors” within the meaning of Section 162(m) of the Code.  Any vacancy on the Committee, whether due toaction of the Board of Directors or due to any other cause, may be filled, andshall be filled if required to maintain a Committee of at least two suchpersons, by resolution adopted by the Board of Directors.

 

Section 7.2                                      Procedures.

 

(a)                      TheCommittee shall select one of its members as Chairman and shall adopt such rules andregulations as it shall deem appropriate concerning the holding of its meetingsand the administration of the Plan.  Amajority of the whole Committee shall constitute a quorum, and the acts of amajority of the members of the Committee present at a meeting at which a quorumis present, or acts approved in writing by all of the members of the Committee,shall be the acts of the Committee.

 

(b)                     Subject tothe provisions of the Plan and the specific duties delegated by the Board tothe Committee, the Committee may delegate, to any executive or other delegateof the Company, the following authority:

 

(i)                          toconstrue and interpret the terms of the Plan;

 

(ii)                       toprescribe, amend and rescind rules and regulations relating to the Plan;and

 

(iii)                    to make allother determinations deemed necessary or advisable for administering the Plan.

 

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Section 7.3                                      Interpretation.

 

The Committee shall have full power and authority tointerpret the provisions of the Plan and any agreement or notice made orprovided under this Plan, to administer the Plan in all jurisdictions in whichthis Plan is effective or where there are Participants who are participating inthis Plan, to determine how and as of what date any currencies other thanUnited States dollars will be converted into United States Dollars, and todetermine any and all questions arising under the Plan.  The Committee’s decisions shall be final andbinding on all Participants in or other persons claiming under the Plan.

 

Section 7.4                                      Payments onBehalf of an Incompetent.

 

If the Committee finds that any person who is at thetime entitled to any payment hereunder is a minor or is unable to care for hisor her affairs because of disability or incompetency, payment of the AccountBalance may be made to anyone found by the Committee to be the authorizedrepresentative of such person, or to be otherwise entitled to such payment, inthe manner and under the conditions that the Committee determines.  Such payment will be a complete discharge ofthe liabilities of the Company hereunder with respect to the amounts so paid.

 

Section 7.5                                      Corporate Booksand Records Controlling.

 

The books and records of the Company will becontrolling in the event a question arises hereunder concerning any AccountBalance, deferral elections, beneficiary designations, or any other matters.

 

Section 7.6                                      Indemnity.

 

No member of the Board of Directors or the Committeeshall be liable for any action or determination made in good faith with respectto the Plan or any option granted under it. The Company shall indemnify each member of the Board of Directors andthe Committee to the fullest extent permitted by law with respect to any claim,loss, damage or expense (including counsel fees) arising in connection withtheir responsibilities under this Plan.

 

**Article 8****                                               MiscellaneousProvisions**

 

Section 8.1                                      Litigation.

 

The Company shall have the right to contest, at itsexpense, any ruling or decision, administrative or judicial, on an issue thatis related to the Plan and that the Committee believes to be important toParticipants, and to conduct any such contest or any litigation arisingtherefrom to a final decision.

 

Section 8.2                                      Headings Are NotControlling.

 

The headings contained in this Plan are forconvenience only and will not control or affect the meaning or construction ofany of the terms or provisions of this Plan.

 

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Section 8.3                                      Right toTerminate Employment.

 

Nothing in this Plan or in any notice or agreementevidencing any Grant under the Plan shall confer upon any Participant the rightto continue as an employee or a director of the Company or affect the right ofthe Company to terminate the Participant’s employment at any time, subject,however, to the provisions of any agreement of employment between theParticipant and the Company.

 

Section 8.4                                      Transfer; Leaveof Absence.

 

For purposes of this Plan, neither (i) a transferof an employee from WWW to an Affiliate, or vice versa, or from one Affiliateof the Company to another, nor (ii) a duly authorized leave of absence,shall be deemed a termination of employment.

 

Section 8.5                                      GovernmentalRegulation.

 

The Company’s obligation to deliver shares of theCompany’s Common Stock under this Plan is subject to the approval of anygovernmental authority required in connection with the authorization andissuance of such stock.  In this regard,the Board of Directors may, in its discretion, require as a condition to theissuance of any shares pursuant to this Plan that a registration statementunder the Securities Act of 1933, as amended, with respect to such shares beeffective.

 

Section 8.6                                      Governing Law.

 

To the extent not preempted by applicable U.S. Federallaw, this Plan will be construed in accordance with and governed by the laws ofthe State of Delaware, USA, as to all matters, including, but not limited to,matters of validity, construction and performance.

 

Section 8.7                                      Amendment andTermination.

 

The Board of Directors, or, if permitted pursuant to Rule 16b-3under the Exchange Act, the executive committee of the Board, if applicable,may amend or terminate this Plan at any time, provided that (i) noamendment or termination may be made that would adversely affect the right of aParticipant to his or her Account Balance as of the date of such amendment ortermination, and (ii) unless approved by WWW’s stockholders, no suchamendment may materially increase the number of shares that may be issued underthe Plan.

 

**Article 9****                                               EffectiveDate**

 

The Amended Plan shall be effective as of November 14,2008.

 

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