Exhibit 10.36


 


PRIVILEGED AND CONFIDENTIAL


EXECUTED VERSION


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and
between Hermes Acquisition Corp. (“Employer”)
and Michael Crowley (“Employee”)
as of September 30, 2008.  This
Agreement will become effective as of the closing of that merger (the “Merger”)
contemplated by the Agreement and Plan of Merger by and among Willis Group
Holdings Limited, Employer and Hilb Rogal & Hobbs Company (“HRH”),
dated as of June 7, 2008, as amended (the “Merger Agreement”) (the
date on which the Merger is consummated shall also be the “Effective Date”
of this Agreement).  Notwithstanding
anything herein to the contrary, if for any reason the Merger does not become
effective, this Agreement shall not become effective.


 


WHEREAS, on October 15,
2005, Employee entered into an employment agreement with HRH, which was
subsequently amended on July 17, 2007 (the “Prior Employment Agreement”);


 


WHEREAS, in addition
to the Prior Employment Agreement, Employee entered into a change of control
employment agreement with HRH dated October 15, 2005, as amended and
restated by that “Amended and Restated Change of Control Employment Agreement”
dated as of the 30th day of July, 2008 (the “COC Agreement”), which included
a provision that allowed Employee to resign his employment for Good Reason (as “Good
Reason” is defined in the COC Agreement);


 


WHEREAS, pursuant to
the Merger Agreement, HRH will merge with Employer and, upon the closing of the
Merger (the “Closing”), Employer shall become the surviving corporation;


 


WHEREAS, immediately
after the Closing, Employer acknowledges that Employee shall have the basis to
resign his employment with HRH for Good Reason and Employer acknowledges that,
upon the Closing, Employee shall be treated as if he has resigned his
employment for Good Reason for purposes of the COC Agreement (subject to the
other particular terms and conditions of this Agreement);


 


WHEREAS, Employer
wishes to continue to employ Employee beyond the Closing and Employee desires
to continue in the employ of Employer beyond the Closing pursuant to the terms
and conditions set forth in this Agreement;


 


WHEREAS, as of the
Effective Date and, except as otherwise specifically set forth below, this
Agreement supersedes and replaces the Prior Employment Agreement and the COC
Agreement in all respects; and


 


NOW, THEREFORE, in
consideration of the mutual covenants and promises contained herein and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:


 

















 


1.             Recitals;
Employment; Position.  The Recitals
set forth above constitute operative provisions hereof and are deemed
incorporated in the operative text of this Agreement. Employer hereby agrees to
continue to employ Employee in the position of “President” and Employee hereby
agrees to continue to serve as an employee and to act in such capacity for
Employer, all in accordance with and subject to the terms and conditions of
this Agreement. The period from the Effective Date through December 31,
2009 shall be referred to herein as the “First Period” and the period
from January 1, 2010 through December 31, 2010 shall be referred to
herein as the “Second Period.”


 


2.             Responsibilities
and Place of Performance.  Employee
shall report to and be subject to the direction of Donald Bailey, in his
capacity as “Chairman and CEO” of Employer (the “Reporting Person”, and
in the event Mr. Bailey for any reason ceases to be “Chairman and CEO” of
Employer, the Reporting Person will be understood to refer to any person who
may be the successor to Donald Bailey in the position of “Chairman and CEO” of
Employer).  Employee shall perform and
discharge such duties and responsibilities as the Reporting Person may from
time to time reasonably assign to Employee, consistent with Employee’s title
and position.  Subject to the foregoing,
Employee understands and acknowledges that such duties shall be subject to
revision and modification from time to time by the Reporting Person.  In addition to his responsibilities as
President of Employer, Employee shall serve as a member of that group of senior
executives who are recognized by Employer and its parent companies as the “Executive
Committee” within Willis Group (for purposes hereof, “Willis Group”
refers to Employer and its affiliated companies).  Employee shall devote Employee’s full
business time, attention, skill and best efforts to the faithful performance of
Employee’s duties herein, and shall perform the duties and carry out the
responsibilities assigned to Employee in a diligent, trustworthy and
businesslike manner for the purpose of advancing Employer’s legitimate business
interests. Employee agrees that while employed by Employer, Employee will not
engage in any outside business activities that conflict with his obligations
under this Agreement.  As further
described in paragraph 3.f. below, the principal places where such services are
to be performed are New York, New York and Richmond, Virginia; provided, however, that Employee agrees to travel to other
offices of Employer and its clients as may be reasonably necessary or customary
to perform his duties.


 


3.             Compensation
and Benefits.


 


a. Base Salary.  Employer shall pay to Employee a base salary
at the rate of $45,833.33 per month, which is equivalent to $550,000 per year,
less all applicable withholdings (the “Base Salary”).  The Base Salary will be distributed in
accordance with the customary payroll practices of Employer.  While this Agreement is in effect, the Base
Salary shall be subject to annual review and may be modified (but not
decreased, unless otherwise mutually agreed by the parties) in accordance with
Employer’s normal compensation and benefits administration procedures.


 


b. Annual Incentive Plan.  With respect to each calendar year ending
while Employee is employed (ending with the calendar year ending on December 31,
2010), Employee will participate in Employer’s Annual Incentive Plan, as
amended from time to time (the “AIP”) under which Employee will be
eligible to receive an annual bonus payment (the “Annual Bonus”) on the
same basis and terms and conditions (except as provided in this Agreement) as
other members of the Executive Committee who are regularly employed and reside
within the 


 


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United States are eligible to receive an annual bonus.  The actual amount of any Annual Bonus awarded
to Employee under the AIP shall rest in the discretion of Employer; provided that Employee’s Annual Bonus (i) may be made,
in whole or in part, in the form of (A) an equity award (including, but
not limited to, restricted stock units of Willis Group Holdings Limited common
stock — any and or all of which may be a form of deferred compensation and/or
subject to a vesting schedule, as such terms will be described in the equity
award agreement) and/or (B) a cash payment that is subject to a repayment
obligation under such circumstances as Employer may specify, which equity award
and cash payment shall in all events be structured and documented in a manner
that complies with Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) or an exception thereunder and shall be consistent
with the terms of this Agreement, and (ii) shall be determined on a basis,
and except as otherwise provided in this Agreement, have terms and conditions
(including the ratio of cash to equity awards and the terms of any cash and/or
equity awards), that are no less favorable than the annual bonus determination,
and terms and conditions, applicable to other members of the Executive
Committee who are regularly employed and reside within the United States.  Any cash portion of Employee’s Annual Bonus
shall be paid no later than two and a half months after the end of the calendar
year for which the Annual Bonus is awarded. 
Whether Employee shall receive any Annual Bonus for or in connection
with any calendar year following year 2010 shall rest in the sole discretion of
Employer.  When determining the amount of
any such Annual Bonus with regard to the 2008 calendar year, Employer will take
into consideration, among other things, the amount of time Employee was
employed by Employer during such calendar year. 
Except as may be otherwise specifically provided in paragraph 6 of this
Agreement, Employee must be employed by Employer on December 31 of the
applicable bonus year (but need not be employed on the bonus distribution date)
in order to receive an Annual Bonus payment. 
In the event Employee’s employment terminates for any reason after December 31
of any calendar year and prior to the bonus distribution date applicable to
similarly situated executives of Employer, Employee shall receive the Annual
Bonus (determined as set forth above) in cash for any such prior year on the
bonus distribution date applicable to similarly situated executives of Employer
and in no event later than March 15 of the calendar year following the end
of the calendar year for which the Annual Bonus is awarded.  In no event shall Employee be entitled to an
Annual Bonus under this paragraph 3.b. for a particular calendar year that
would be duplicative of an Annual Bonus payment for the same calendar year
payable under paragraph 6 of this Agreement.


 


c. Equity Participation. 
Subject to the occurrence of the Closing and provided Employee first
signs this Agreement, Employee will be invited to participate in the Willis
Partners Plan (the “WPP”) subject to the terms of the Willis Group
Holdings Limited 2008 Share Purchase and Option Plan (the “Plan”), as
may be amended from time to time.  In
connection with Employee’s participation in the Plan and subject to the terms
of the WPP and the Plan, Employee will be granted an option to purchase 50,000
shares of common stock of Willis Group Holdings Limited (“Shares”) on
the first trading date, as permitted by Willis Group Holdings Limited’s dealing
in securities policy, following the announcement of the third quarter results
for 2008 of Willis Group Holdings Limited, at a per Share purchase price equal
to the closing market price of the Shares on the New York Stock Exchange on the
date of grant (the “Option”).  The
Option grant is subject to Employee’s execution of (i) this Agreement, (ii) an
“Agreement of Restrictive Covenants and Other Obligations”, the form of which
is attached as Exhibit A hereto and (iii) a definitive Option
Agreement reflecting the terms of this Agreement.  Subject to the other terms and conditions of
the Plan and the Option Agreement, the Option shall vest and become 


 


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exercisable, provided the performance conditions as set forth in the
Option Agreement are achieved, as follows: 
(i) 50% as of the third anniversary of the date of the grant; (ii) 25%
as of the fourth anniversary of the date of the grant; and (iii) 25% as of
the fifth anniversary of the date of the grant; provided,
however, that if Employee’s employment is terminated for any reason
other than for “Cause” (as defined below in this Agreement) prior to December 31,
2010, the Board of Directors of Willis Group Holdings Limited may, in its sole
discretion, waive the performance condition requirements and vest 1/3
(one-third) of the Option as of the date of the termination of Employee’s
employment.  Any vested portion of the
Option shall be immediately exercisable and remain exercisable for the then
remaining portion of the original full term. 
This paragraph 3.c. shall survive the expiration of this Agreement and
the Employee’s termination, notwithstanding anything contained herein to the
contrary.


 


d. General Benefit Plans. 
While employed by Employer, Employee will be allowed to participate in
those employee benefit plans and programs that are generally made available by
Employer and its parent company, Willis North America Inc., to other members of
the Executive Committee who are regularly employed and reside within the United
States (the “Peer Executives”) and shall continue to participate in the
HRH Supplemental Executive Retirement Plan to the extent the plan remains in
effect following the Effective Date. 
Such plans and programs will include medical coverage and a 401(k) retirement
plan, and may also include, without limitation, dental coverage plan, life
insurance, disability insurance. 
Employee’s participation in such plans and programs will be allowed in
accordance with and subject to the normal terms and conditions of such plans
and programs as applied to the Peer Executives, as such plans and programs
(including, but not limited to, any and all benefit plan documents) may be
amended or terminated from time to time. 
Notwithstanding the foregoing, Employee’s participation in such plans
and programs will take into account, and shall be administered in accordance
with and subject to, the terms and conditions of Section 5.14(b) of
the Merger Agreement.


 


e. Expenses.  Subject to
and in accordance with its normal policies and procedures applicable to the
Peer Executives, as may be amended from time to time, Employer will pay or
reimburse Employee for business expenses reasonably incurred by Employee in
connection with the performance of Employee’s duties under this Agreement.  Further provided that Employee shall comply
with Employer’s usual expense policies and procedures as generally apply to the
Peer Executives, including meeting the obligation on the part of Employee to
provide to Employer with reasonable documentation of expenses reasonably
incurred by Employee in connection with the performance of Employee’s duties
under this Agreement (required documentation may include, but will not
necessarily be limited to receipts and other documentation acceptable to
Employer and as may be required by the Internal Revenue Service to qualify as
ordinary and necessary business expenses under the Code).


 


f. Office Location; Travel to New York; Tax Gross Up.  Employee will be expected to travel
frequently to Employer’s New York, New York office in order to perform the
duties expected of Employee under this Agreement; however, Employee’s primary
office will be located in Richmond, Virginia (such travel to New York being referred
to in this Agreement as “New York Business Trips”).  While Employee is employed under this
Agreement, Employer will reimburse Employee’s reasonable transportation
expenses associated with the New York Business Trips, subject to Employee’s
compliance with Employer’s expense procedures as 


 


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applicable to the Peer Executives. 
If, by virtue of performing services for Employer as its Employee in the
State of New York (or any state other than the State of Virginia), Employee
incurs state or local tax liabilities in excess of the state and local tax
liabilities that Employee would have incurred if his employment services were
performed exclusively in the State of Virginia (“Additional State/Local
Taxes”), then Employer will provide Employee with an additional payment (a “Gross-Up
Payment”) in an amount such that after payment by Employee of all taxes
(including any income taxes and any interest or penalties imposed with respect
to any such taxes (other than any interest or penalties which are imposed as a
consequence of Employee’s failure to timely comply with (i) tax filing
deadlines or (ii) tax payment deadlines (in each case, other than due to
Employer’s failure to satisfy the obligations hereunder)) imposed upon the
Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to
such Additional State/Local Taxes (and any interest or penalties imposed with
respect to such taxes, other than any interest or penalties which are imposed
as a consequence of Employee’s failure to timely comply with (i) tax
filing deadlines or (ii) tax payment deadlines (in each case, other than
due to Employer’s failure to satisfy the obligations hereunder)); it being
intended that while Employee is employed under this Agreement, Employee’s state
and local income tax liabilities will not be greater than what such liabilities
would have been if Employee’s employment services had been performed
exclusively in the State of Virginia.  If
Employee receives a Gross-Up Payment as contemplated in this paragraph,
Employer reserves the right to review Employee’s applicable New York State
income tax return(s) (and any other applicable state and local income tax
returns) prior to any filing thereof, and Employee will provide such tax
returns for Employer’ review, as and when requested by Employer.  Provided further for the avoidance of doubt,
Employer’s obligation to provide a Gross-Up Payment on Additional State/Local
Taxes shall (i) only apply to Additional State/Local Taxes, if any, that
Employee incurs by virtue of performing services for Employer as its employee
in the State of New York (or any state other than the State of Virginia) and (ii) survive
any termination of this Agreement.  Any
Gross-Up Payment provided under this paragraph will be paid to Employee as soon
as reasonably practicable following the end of the calendar year to which the
Gross-Up Payment relates, but in no event shall such payment be provided later
than the last day of the calendar year following the calendar year in which
Employee remits the related taxes.  If,
after such remittance, Employee becomes entitled to receive any refund from the
applicable taxing authority with respect to the Gross-Up Payments, Employee
shall promptly notify Employer of any such refund (including any applicable
interest) and pay to Employer the amount of such refund received.


 


g. Accommodations in New York. 
Through, but not following, December 31, 2010 (and subject in all
respects to the various terms and provisions of paragraph 6 below regarding
termination of this Agreement), Employer  will
provide Employee with use of a furnished one-bedroom apartment in the financial
district of New York, New York (i.e., downtown Manhattan, within reasonable
proximity of Employer’s New York City office location).  Use of such apartment will be provided in
order to facilitate Employee’s New York Business Trips and will only be
provided while Employee is employed by Employer.  As a condition to the use of such apartment,
Employee must abide by such reasonable policies, procedures and rules as
Employer may designate from time-to-time in connection with use of such
property.  If and to the extent the
provision of such apartment to Employee constitutes taxable income of any sort
to Employee under the Code or other applicable tax law (such taxable income
being referred to below as “Constructive Accommodation Income”),
Employer will provide Employee with a Gross-Up 


 


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Payment in an amount such that, after payment by Employee of any and
all federal, state and local income taxes (and any interest or penalties
imposed with respect to such taxes, other than any interest or penalties which
are imposed as a consequence of Employee’s failure to timely comply with (i) tax
filing deadlines or (ii) tax payment deadlines (in each case, other than
due to Employer’s failure to satisfy the obligations hereunder) imposed upon
the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal
to any such additional federal, state or local income tax liabilities on the
Constructive Accommodation Income; it being intended that while Employee is
employed under this Agreement, the provision of the accommodations in New York
to Employee shall not result in any additional income tax liability to
Employee.  Provided further for the
avoidance of doubt, Employer’s obligation to provide a Gross-Up Payment under
this paragraph shall (i) only apply to federal, state or local income tax
liabilities on the Constructive Accommodation Income, if any, which Employee
realizes by virtue of performing services for Employer as its employee in the
State of New York and (ii) survive any termination of this Agreement.  Any Gross-Up Payment provided under this
paragraph will be paid to Employee as soon as reasonably practicable following
the end of the calendar year to which the Gross-Up Payment relates, but in no
event shall such payment be provided later than the last day of the calendar
year following the calendar year in which Employee remits the related
taxes.  If, after such remittance,
Employee becomes entitled to receive any refund from the applicable taxing
authority with respect to the Gross-Up Payments, Employee shall promptly notify
Employer of any such refund (including any applicable interest) and pay to
Employer the amount of such refund received.


 


h. Vacation.  Employee
will accrue four weeks of vacation per year, in accordance with and subject to
the vacation accrual policy applicable to the Peer Executives.


 


4.     Confidential Information and Work for Hire.


 


a.             Employer
shall provide Employee with access to nonpublic information of Employer/Willis
to the extent reasonably necessary to the performance of Employee’s job
duties.  Employee acknowledges that all
non-public information (including, but not limited to, information regarding
Employer’s clients), owned or possessed by Employer/Willis (collectively, “Confidential
Information”) constitutes a valuable, special and unique asset of the
business of Employer/Willis.  Employee
shall not, during or after the period of Employee’s employment with Employer (i) disclose,
in whole or in part, such Confidential Information to any third party without
the consent of Employer or (ii) use any such Confidential Information for
Employee’s own purposes or for the benefit of any third party.  These restrictions shall not apply to any
information in the public domain provided that Employee was not responsible,
directly or indirectly, for such information entering the public domain without
Employer’s consent.  Upon termination of
Employee’s employment hereunder, Employee shall promptly return to Employer all
Employer/Willis materials, information and other property (including all files,
computer discs and manuals) as may then be in Employee’s possession or
control.  For purposes of this Agreement,
all references to “Employer/Willis” shall be understood to refer to
Employer and/or Employer’s parent companies and its other affiliates, as well
as their successors and assigns.


 


b.             Any
work prepared by Employee as an employee of Employer including written and/or
electronic reports and other documents and materials shall be “work for hire”
and shall be the exclusive property of Employer.  If, and to the extent that, any rights to
such work do not vest 


 


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in Employer automatically, by operation of law, Employee shall be
deemed to hereby unconditionally and irrevocably assign to Employer all rights
to such work and Employee shall cooperate fully with Employer’s efforts to
establish and protect its rights to such work.


 


5.             Employee  Loyalty; Non-solicitation.


 


a.  Employee understands that
Employee owes a duty of loyalty to Employer and, while in Employer’s employ,
shall devote Employee’s entire business time and best good faith efforts to the
furtherance of Employer’s legitimate business interests.  All business activity participated in by
Employee as an employee of Employer shall be undertaken solely for the benefit
of Employer.  Employee shall have no
right to share in any commission or fee resulting from such business activity
other than the compensation set forth in this Agreement.


 


b.  While this Agreement is in
effect and for a period of two years following termination of Employee’s
employment with Employer, Employee shall not, within the “Territories”
described below:


 


(i)  directly or indirectly solicit, accept, or perform, other
than on Employer’s behalf, insurance brokerage, insurance agency, risk
management, claims administration, consulting or other principal business
engaged in by Employer/Willis from or with respect to (A) clients of
Employer/Willis with whom Employee had business contact or provided services
to, either alone or with others, while employed by either Employer or any
affiliate of Employer and, further provided, such clients were clients of
Employer/Willis either on the date of termination of Employee’s employment with
Employer or within twelve (12) months prior to such termination (the “Restricted
Clients”) and (B) active prospective clients of Employer/Willis with
whom Employee had business contacts regarding the business of Employer/Willis
within six (6) months prior to termination of Employee’s employment with
Employer (the “Restricted Prospects”); or


 


(ii)  directly or indirectly (A) solicit any employee of
Employer/Willis with whom Employee had business contact while employed by
either Employer or an affiliate of Employer (“Protected Employees”) to
work for Employee or any third party, including any competitor (whether an
individual or a competing company) of Employer/Willis or (B) induce any
such employee of Employer/Willis to leave the employ of Employer/Willis.


 


For purposes of this paragraph 5.b., “Territories” shall refer
to those counties where the Restricted Clients, Restricted Prospects or
Protected Employees of Employer/Willis are present and available for
solicitation.


 


6.             Term
and Termination.  This Agreement
shall commence upon the Effective Date and Employee’s employment hereunder
shall continue thereafter until this Agreement (and, correspondingly, Employee’s
employment) is terminated in accordance with the provisions below:


 


a.    During the First Period: 
During the First Period, subject to the other terms and conditions
below, the following shall apply:  (i) Employer
may terminate this Agreement 


 


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at any time upon the occurrence of Cause (for
purposes of this Agreement, “Cause” shall be defined as set forth below); (ii) Employer
may terminate this Agreement without Cause upon 15 days’ prior written notice
to Employee of the termination of this Agreement; and (iii) Employee may
terminate this Agreement upon Employee’s 15 days’ prior written notice to
Employer of employment resignation. 
Further provided as follows:


 


(1)  Termination by Employer for Cause or by Employee upon
Resignation: If during the First Period, (A) Employer terminates this
Agreement for Cause or (B) Employee terminates this Agreement upon 15 days’
prior written notice to Employer of employment resignation, then Employee shall
thereafter only be entitled under this Agreement to receive the following
payments and/or benefits:  (i) any
accrued, but, as of employment termination, unpaid, Base Salary due with
respect to service provided prior to employment termination (referred to in
this Agreement as “Accrued But Unpaid Salary”) payable in accordance
with Employer’s normal compensation payment practices; (ii) any unpaid
Annual Bonus for a calendar year completed as of the date of termination as
provided in paragraph 3.b. above (“Unpaid Bonus”); (iii) any
accrued and vested pension benefits or other vested benefits (including any
vested rights in respect of equity or equity-based awards), subject to the
normal terms and conditions of the applicable benefit plan documents (referred
to in this Agreement as “Accrued Benefits”); and (iv) any
compensation deferred by Employee prior to employment termination which is
otherwise subject to distribution to Employee upon “separation from service”,
as such term is defined under Section 409A of the Code (“Section 409A”)
and the treasury regulations promulgated thereunder (the date of such
separation from service, the “Date of Separation”, and the first
business day of the seventh month following Employee’s Date of Separation, the “Delayed
Payment Date”), and in accordance with and subject to the usual terms and
conditions of any applicable deferred compensation plan (referred to in this
Agreement as “Deferred Compensation”).


 


(2)  Termination by Employer without Cause upon 15 Days’
Prior Written Notice:  If during the
First Period, Employer terminates this Agreement without Cause upon 15 days’
prior written notice to Employee of termination of this Agreement, then
Employee shall thereafter only be entitled under this Agreement to
receive:  (A) a lump sum cash
payment equal in amount to the aggregate amount of the Base Salary payments
which Employee would have received following the date of employment termination
(i.e., at Employee’s Base Salary level as of the date of employment termination)
had Employee’s employment with Employer continued until, but not beyond, December 31,
2010 (referred to in this Agreement as the “Severance Payment”), to be
paid within 30 days of the date of termination, provided
that, to the extent Employee is a “specified employee” within the meaning of Section 409A
(as determined in accordance with the methodology established by
Employer/Willis) (a “Specified Employee”), the portion of the Severance
Payment equal to one year of Base Salary (at the level in effect on the date of
termination) shall instead be paid on the Delayed Payment Date; (B) the
following payments and/or benefits:  (i) any
Accrued But Unpaid Salary payable


 


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in
accordance with Employer’s normal compensation payment practices; (ii) any
Unpaid Bonus as may be payable as provided in paragraph 3.b. above; (iii) any
Accrued Benefits; and (iv) any Deferred Compensation payable as provided
under paragraph 6.a.(1)(iv) above; (C) (i) to the extent that as
of the termination date any Annual Bonus for a completed calendar year has then
been previously distributed in restricted cash, any repayment requirement with
respect thereto shall immediately lapse and (ii) to the extent that any
Annual Bonus for a completed calendar year has then been previously distributed
in the form of an equity award, such equity award shall vest in full and be
settled as of the date of employment termination and no longer be subject to
forfeiture, provided that to the extent any such
award is “non-qualified deferred compensation” within the meaning of Section 409A
and Employee is a Specified Employee, such awards will be settled on the
Delayed Payment Date; and (D) to the extent the date of termination of
employment occurs prior to the date on which Employer determines the Annual
Bonus for calendar year 2009, a lump sum cash payment equal to $337,080 times
two, to be paid within 30 days of the date of termination.


 


b.               During the Second Period:  During the Second Period, the following shall
apply:  (i) Employer may terminate
this Agreement at any time upon the occurrence of Cause; (ii) Employer may
terminate this Agreement without Cause by providing Employee with 15 days’
prior written notice of employment termination; and (iii) Employee may
terminate this Agreement by providing Employer with 15 days’ prior written
notice of employment resignation. 
Further provided as follows:


 


(1) Termination
by Employer for Cause:  If Employer
terminates this Agreement for Cause during the Second Period, then Employee
shall thereafter only be entitled under this Agreement to receive the following
payments and/or benefits:  (A) any
Accrued But Unpaid Salary, payable in accordance with Employer’s normal
compensation payment practices; (B) any Unpaid Bonus payable as provided
in paragraph 3.b. above; (C) any Accrued Benefits; and (D) any
Deferred Compensation payable as provided under paragraph 6.a.(1)(iv) above.


 


(2) Termination
by Employer without Cause upon 15 Days’ Prior Written Notice:  If during the Second Period Employer
terminates this Agreement without Cause upon 15 days’ prior written notice to
Employee, then Employee shall thereafter only be entitled under this Agreement
to receive the following payments and/or benefits: (A) the Severance
Payment, to be paid within 30 days of the Date of Separation, provided that to the extent Employee is a Specified
Employee, the Severance Payment shall instead be paid on the Delayed Payment
Date; (B) the following payments and/or benefits:  (i) any Accrued But Unpaid Salary
payable in accordance with Employer’s normal compensation payment practices; (ii) any
Unpaid Bonus as may be payable as provided in paragraph 3.b. above; (iii) any
Accrued Benefits; and (iv) any Deferred Compensation payable as provided
under paragraph 6.a.(1)(iv) above; (C) (i) to the extent that as
of the termination date any Annual Bonus for a completed calendar year has then
been previously distributed in restricted cash, any repayment requirement with respect
thereto shall immediately lapse and (ii) to the extent that any Annual
Bonus for a 


 


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completed
calendar year has then been previously distributed in the form of an equity
award, such equity award shall vest in full and be settled as of the date of
employment termination and no longer be subject to forfeiture, provided that to the extent any such award is “non-qualified
deferred compensation” within the meaning of Section 409A and Employee is
a Specified Employee, such award will be settled on the Delayed Payment Date;
and (D) a lump sum cash payment equal to $337,080, to be paid within 30
days of the date of termination.


 


(3) Termination
by Employee upon 15 Days’ Prior Written Notice:  If Employee terminates this Agreement during
the Second Period upon 15 calendar days’ prior written notice to Employer of
employment resignation for any or no reason, then Employee shall thereafter
only be entitled under this Agreement to receive: (A) the Severance Payment,
to be paid within 30 days of the Date of Separation, provided that,
to the extent Employee is a Specified Employee, the Severance Payment shall
instead be paid on the Delayed Payment Date; (B) the following payments
and/or benefits: (i) any Accrued But Unpaid Salary payable in accordance
with Employer’s normal compensation payment practices; (ii) any Unpaid
Bonus as may be payable as provided in paragraph 3.b. above; (iii) any
Accrued Benefits; and (iv) any Deferred Compensation payable as provided under
paragraph 6.a.(1)(iv) above; (C) (i) to the extent that as of
the termination date any Annual Bonus for a completed calendar year has then
been previously distributed in restricted cash, any repayment requirement with
respect thereto shall immediately lapse and (ii) to the extent that any
Annual Bonus for a completed calendar year has then been previously distributed
in the form of an equity award, such equity award shall vest in full and be
settled as of the date of employment termination and no longer be subject to
forfeiture, provided that to the extent any such
award is “non-qualified deferred compensation” within the meaning of Section 409A
and Employee is a Specified Employee, such award will be settled on the Delayed
Payment Date; and (D) a lump sum cash payment equal to $337,080, to be
paid within 30 days of the date of termination.


 


c.              Following December 31,
2010:  Effective as of January 1,
2011 (and at all times thereafter):  (i) Employer
may terminate this Agreement at any time upon the occurrence of Cause; (ii) Employer
may terminate this Agreement without Cause by providing Employee with 15 days’
prior written notice of employment termination; and (iii) Employee may
terminate this Agreement upon providing Employer with 15 days’ prior written
notice of employment resignation. 
Further provided that following employment termination pursuant to this
paragraph 6.c. Employee shall thereafter only be entitled under this Agreement
to receive the following payments and/or benefits: (A) any Accrued But
Unpaid Salary, payable in accordance with Employer’s normal compensation
payment practices; (B) any Unpaid Bonus as may be payable as provided in
paragraph 3.b. above; (C) any Accrued Benefits; and (D) any Deferred
Compensation payable as provided under paragraph 6.a.(1)(iv) above.


 


d.              Death;
Disability. This Agreement will automatically terminate upon
Employee’s death or Employee’s disability (as disability  is defined in Employer’s Long Term
Disability Benefits Plan).  Further
provided as follows:


 


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(1) Death:  In the event of termination of this Agreement
due to Employee’s death and to the extent permitted by applicable law, Employee’s
estate shall thereafter receive the following payments and/or benefits: (i) any
Accrued But Unpaid Salary payable in accordance with Employer’s normal
compensation payment practices; (ii) any Unpaid Bonus as may be payable as
provided in paragraph 3.b. above; (iii) any Accrued Benefits which
Employee’s estate may be eligible to receive, including any death benefits
(subject in all respects to the terms and conditions within any applicable
benefit plan documents concerning benefit administration following an employee’s
death); and (iv) any Deferred Compensation payable as provided under
paragraph 6.a.(1)(iv) above.  Aside
from this payments and benefits described in the preceding sentence, Employee’s
estate shall receive no other payments or benefits under this Agreement
following termination of this Agreement due to Employee’s death.


 


(2) Disability:  In the event of termination of this Agreement
due to Employee’s disability, then, Employee shall thereafter only be entitled
under this Agreement to receive the following payments and/or benefits:  (i) any Accrued But Unpaid Salary
payable in accordance with Employer’s normal compensation payment practices; (ii) any
Unpaid Bonus as may be payable as provided in paragraph 3.b. above; (iii) any
Accrued Benefits, including any disability benefits; and (iv) any Deferred
Compensation payable as provided under paragraph 6.a.(1)(iv) above.


 


e.  Surviving Provisions.  Paragraphs 3.b., 3.c., 3.f., 3.g., 4, 5, 6,
7, 8, 10 and 11 of this Agreement shall survive any termination of this
Agreement and any termination of Employee’s employment, and nothing contained
in this paragraph 6 shall reduce Employee’s rights to the Surviving Obligations
under the COC Agreement (as defined below). 
In addition, following termination of this Agreement, Employer shall
remain subject to those specific Gross Up Payment obligations, if any, as and
to the extent set forth in paragraphs 3.f., 3.g. and 7 of this Agreement.


 


f.  Cause Definition.  For purposes of this Agreement, “Cause” shall
mean (i) Employee’s continued failure to adequately perform his material
duties with respect to Employer/Willis (other than due to illness or
disability, as disability is defined in Employer’s Long Term Disability
Benefits Plan) after having been provided reasonable notice by the Reporting
Person of such alleged failure in writing specifying any such failure in
reasonable detail and, if such failure is capable of being corrected and/or
cured, a period of at least thirty (30) days after Employee’s receipt of such
notice to cure and/or correct such performance failure, (ii) willful misconduct
by Employee in connection with Employee’s employment which is materially
injurious to Employer/Willis (willful misconduct shall be understood to
include, but not be limited to, any breach of the duty of loyalty owed by
Employee to Employer/Willis), (iii) conviction of any criminal act (other
than road traffic violations not involving imprisonment or revocation of
driving privileges by a governmental authority), (iv) any breach of
Employee’s restrictive covenants as provided in this Agreement, or any other
non-compete agreement and/or confidentiality agreement entered into by Employee
with either Employer or an affiliated company of Employer (other than an
insubstantial, inadvertent and non-recurring breach), or (v) any material
violation of any material written Employer/Willis policy applicable to Employee
after reasonable notice by the Reporting 


 


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Person
of such alleged violation in writing to Employee specifying any such violation
in reasonable detail and, if such violation is capable of being corrected
and/or cured, a period of at least thirty (30) days after Employee’s receipt of
such notice to cure and/or correct such alleged violation.


 


7.               Change of Control Employment
Agreement:  Employee
shall receive an amount in cash equal to the amounts determined under Section 6(b)(i) of
the COC Agreement (which amount equals $2,971,492, assuming for purposes of the
“Pro-Rata Bonus” (as defined in the COC Agreement) that the Closing
occurs on October 1, 2008) as if the Employee terminated his employment
for Good Reason immediately following the Closing (the “COC Agreement
Payment”).  The COC Agreement Payment
shall be paid in a lump sum in cash on the later of (i) the date that is
seven business days following the Effective Date or (ii) January 2,
2009; provided that, if the Closing occurs
prior to January 1, 2009 and Employee’s employment with Employer
terminates for any reason prior to January 1, 2009 and as of the date of
such termination Employee is not a Specified Employee, the COC Agreement
Payment shall be paid no later than 30 days after such date of termination; provided, further, that, if the Closing occurs prior to January 1,
2009 and Employee’s employment with Employer terminates for any reason prior to
January 1, 2009 and as of the date of such termination Employee is a
Specified Employee, the COC Agreement Payment shall be paid on the Delayed
Payment Date.  Further provided that,
notwithstanding anything to the contrary contained in paragraph 6 hereof, if
Employee’s employment hereunder terminates for any reason or no reason prior to
October 1, 2011, Employer shall, as successor to HRH following the Merger,
provide Employee with any amounts and/or benefits required to be provided under
Sections 6(b)(ii), (iii) and (iv) of the COC Agreement, in accordance
with the terms of the COC Agreement, (subject to and including any provisions
within the COC Agreement relating to Section 409A); provided,
that the welfare benefits under Section 6(b)(ii) of the COC Agreement
shall be provided to Employee at a level that is no less favorable than the
benefits being provided to Employee as of immediately prior to the date of
termination.  In addition,
notwithstanding anything contained herein to the contrary, Employer shall also
have the rights and responsibilities of the “Company” (as such term is defined
in the COC Agreement) set forth in Section 8 (entitled “Full Settlement”)
and Section 9 (entitled “Certain Additional Payments by the Company”)
of the COC Agreement; provided, however,
that (i) Employee’s right to legal fees under Section 8 of the COC
Agreement shall be limited to claims relating to the COC Agreement and the
Surviving Obligations under the COC Agreement (as defined below); and (ii) for
purposes of clarity, Employee’s right to a Section 280G gross-up payment
under Section 9 of the COC Agreement shall apply to (x) any payments
and/or benefits provided to Employee pursuant to the COC Agreement, (y) any
payments and/or benefits provided to Employee pursuant to any other plan,
program or arrangement of HRH or its subsidiaries in effect prior to the
Effective Date, which payments and/or benefits are triggered by the Merger or a
termination of employment following the Merger, including without limitation, with
respect to the accelerated vesting of any rights or benefits under any HRH
equity incentive plan, and (z) any payments and/or benefits under this
Agreement, including without limitation the payment or provision of the
Surviving Obligations under the COC Agreement, that would be deemed to be “parachute
payments” (as defined in Section 280G(b)(2) of the Code) in relation
to the Merger.  Any Section 280G
gross-up payments 


 


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shall be paid in accordance with Section 9 of the COC Agreement.
The obligations to make the payments and provide the benefits under the COC
Agreement as described in this paragraph 7 are referred to herein as the “Surviving
Obligations under the COC Agreement”, and the Surviving Obligations under
the COC Agreement shall survive termination of this Agreement (and the
corresponding termination of Employee’s employment with Employer) and shall not
be limited by paragraph 6 of this Agreement. 
Employee shall also remain bound by the terms of Section 10(a) of
the COC Agreement (i.e., that paragraph which is captioned “Confidential
Information”).  Except as set forth
in this paragraph 7, following the Effective Date, Employee and Employer shall
have no further rights or obligations under the COC Agreement.  For the avoidance of doubt, it is further
provided that the payment by Employer and/or any of its affiliates of the COC
Agreement Payment shall fully and finally satisfy the payment obligation of
Employer and/or its affiliates regarding amounts determined under Section 6(b)(i) of
the COC Agreement.


 


8.                                       Mandatory
Binding Arbitration.  Except for
a claim beginning with a request for injunctive relief brought by Employer or
Employee or a claim relating to the Surviving Obligations under the COC Agreement,
Employer and Employee agree that any dispute arising either under this
Agreement or from the employment relationship shall be resolved by arbitration;
it is understood that disputes arising either under this Agreement or from the
employment relationship shall be understood to include, but not be limited to,
any and all disputes concerning any claim by Employee against Employer/Willis
concerning or relating to (i) alleged illegal discrimination against
Employee in the terms and conditions of employment (including but not limited
to any claim of alleged illegal discrimination on the basis of race, color,
religion, sex, gender, national origin, age, physical disability and/or mental
disability), (ii) alleged public policy violations, (iii) alleged wrongful
employment termination and/or (iv) any other disputes arising from or in
connection with the employment relationship. 
Except with respect to a claim relating to the Surviving Obligations
under the COC Agreement, each party expressly waives any right, whether
pursuant to any applicable federal, state, or local statute, to a jury trial
and/or to have a court of law determine rights and award damages with respect
to any such dispute.  The party invoking
arbitration shall notify the other party in writing (the “Written Notice”).  The parties shall exercise their best
efforts, in good faith, to agree upon selection of a single arbitrator.  If the parties are unable to agree upon
selection of a single arbitrator, they shall so notify the American Arbitration
Association (“AAA”) or another agreed upon arbitration administrator and
request that the arbitration provider work with the parties to select a single
arbitrator.  The arbitration shall be (i) conducted
in accordance with the AAA’s National Rules for the Resolution of
Employment Disputes, (ii) held at a location reasonably convenient to that
office of Employer at which Employee had most recently been assigned and (iii) completed
within six (6) months (or within such other time as the parties may
mutually agree) of the receipt of Written Notice by the party being notified.
The arbitrator shall have no authority to assess punitive or exemplary damages
as to any dispute arising out of or concerning the provisions of this Agreement
or otherwise arising out of the employment relationship, except as and unless
such damages are expressly authorized by otherwise applicable and controlling
statutes. The arbitrator’s decision shall be final and binding and enforceable
in any court of competent jurisdiction. 
Except with respect to a claim relating to the Surviving Obligations
under the COC Agreement (for which Section 8 of the COC Agreement shall
control), to the extent permitted by applicable law, each party shall bear its
own costs, including attorneys’ fees, and share all costs 


 


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of the arbitration equally. 
Nothing provided herein shall interfere with either party’s right to
seek or receive damages or costs as may be allowed by applicable statutory
law.  To the extent required by Section 409A,
any reimbursement under this paragraph shall be made no later than December 31
of the calendar year following the year during which the applicable expense is
incurred.


 


9.                                       Representations
and Warranties.  Employee
represents and warrants:


 


a.  except as specifically provided by Employee
to Employer in writing, Employee is not subject to either an agreement with any
former employer or otherwise or any court order, judgment or decree which
places restrictions on Employee’s business activities and that if employee is
subject to any of the foregoing, Employee will, by the earlier of the
commencement date of employment or execution of the Agreement, provide Employer
with a copy of such agreement, order, judgment, or decree; and


 


b.  Employee has reviewed and will abide by the
Employer/Willis Code of Ethics.


 


10.                                 Section 409A.  This Agreement is intended to comply with the
requirements of Section 409A or an exemption thereto and shall in all
respects be administered in accordance with Section 409A.  Notwithstanding anything in the Agreement to
the contrary, the following shall apply with respect to any amounts or benefits
that are subject to Section 409A: (i) distributions upon termination
of employment may only be made upon a “separation from service” as determined
under Section 409A and (ii) each payment under this Agreement shall
be treated as a separate payment for purposes of Section 409A.  In no event may Employee, directly or
indirectly, designate the calendar year of any payment to be made under this
Agreement.  All reimbursements and
in-kind benefits provided under this Agreement shall be made or provided in
accordance with the requirements of Section 409A and (i) shall be
paid or provided within the time period permitted under Section 409A, (ii) the
amount or benefit that Employer is obligated to pay or provide in any given
calendar year shall not affect the amount or benefit that Employer is obligated
to pay in any other calendar year and (iii) Employee’s right to have
Employer pay or provide the amount or benefit may not be liquidated or
exchanged for any other benefit.  If
Employee dies following his termination of employment and prior to the payment
of any amounts delayed on account of Section 409A, such amounts shall be
paid to the personal representative of Employee’s estate within thirty (30)
days after the date of Employee’s death. Any tax gross-up payments, including a
Gross-Up Payment, shall in all events be paid no later than the end of Employee’s
taxable year next following Employee’s taxable year in which the applicable
taxes (and any income or other related taxes or interest or penalties thereon)
are remitted to the Internal Revenue Service or any other applicable taxing
authority. In the event the parties determine that the terms of this Agreement
do not comply with Section 409A, they will negotiate reasonably and in
good faith to amend the terms of this Agreement such that it complies (in a
manner that attempts to minimize the economic impact of such amendment on Employee
and Employer) within the time period permitted by the applicable Treasury
Regulations.


 


11.                                 Miscellaneous.  This Agreement sets forth the entire
agreement between the parties hereto relating to the subject matter hereof and
is intended to supplant and supersede any other prior or contemporaneous
agreements between Employer and Employee regarding the subject 


 


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matter
hereof (including, but not necessarily limited to, the Prior Employment
Agreement); provided, however, this Agreement shall
be in addition to and not in lieu of the following: (i) the Surviving
Obligations under the COC Agreement (to the extent contemplated and described
in paragraph 7 above); (ii) Employee’s surviving obligations under Section 10(a) of
the COC Agreement; (iii) the  “Agreement
of Restrictive Covenants and Other Obligations” and the “Option Agreement”
referenced above in paragraph 3.c.; and (iv) any other written agreement
related to any share purchase and/or option plan as may have been, or may be,
entered into by Employee with (a) Employer and/or (b) a parent or
other affiliated company of HRH, Employer or any of their affiliated companies
(any such agreement as contemplated in this item (iv), if any, shall be
governed in all respects by that agreement’s own terms and conditions except as
otherwise provided in paragraph 3.c. with respect to the Option).  This Agreement may only be modified by a
written instrument signed by both parties. 
If any term of this Agreement is rendered invalid or unenforceable by
judicial, legislative or administrative action, the remaining provisions hereof
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.  Except for notices by
Employer to Employee which Employer chooses to hand deliver to Employee, any
notices given pursuant to this Agreement shall be sent by first class U.S.
postal service or overnight courier service to the addresses set forth below
(or, to the then current address of a party, with both parties agreeing to
promptly provide the other party with written notice of any change in address).
This Agreement shall be governed by the laws of the State of New York, without
giving effect to that state’s conflicts of law principles.  Employer shall be entitled to withhold from
any payment due to Employee hereunder any amounts required to be withheld by
any applicable tax laws or regulations. 
The waiver by either party of any breach of this Agreement shall not
operate or be construed as a waiver of that party’s rights upon any subsequent
breach. This Agreement shall inure to the benefit of and be binding upon and
enforceable against the heirs, legal representatives and assigns of Employee
and the successors and assigns of Employer. Employee enters into this Agreement
freely and voluntarily, under no duress, after having had sufficient time and
opportunity to review and discuss it, at Employee’s discretion, with
professional advisors of Employee’s choice. Employee acknowledges and agrees
that (i) the consideration provided to Employee by Employer under this
Agreement (including, but not limited to, as set forth in paragraph 3) is
sufficient to support covenants made by Employee to Employer within this
Agreement and (ii) following Employee’s execution of this Agreement,
Employee will at no time challenge the sufficiency and/or adequacy of the
consideration provided in exchange for the various covenants provided by
Employee to Employer within this Agreement. 
Monetary damages may not be an adequate remedy for Employee’s breach of
paragraphs 4 or 5 of this Agreement and Employer may, in addition to recovering
legal damages (including lost commissions and fees), proceed in equity to
enjoin Employee from violating any of the provisions. Upon the commencement by
Employee of employment with any third party, during the two (2) year
period following termination of employment hereunder, Employee shall promptly
inform such new employer of the substance of paragraphs 4 and 5 of this
Agreement.


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to become
effective as of the date first above written.


 


EMPLOYER:


Hermes Acquisition Corp


One
World Financial Center


200
Liberty Street, 7th Floor


New
York, New York 10281


 


 


	
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  Michael Crowley

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
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