Exhibit 10.3


 


Willis Partners Plan


 


OPTION AGREEMENT (Amended and Restated October 21, 2008)


 


THIS
AGREEMENT, effective as of  May 6,
2008 is made by and between Willis Group Holdings Limited, hereinafter referred
to as the “Company” and the individual (the “Optionee”) who has duly completed,
executed and delivered the Option Acceptance Form, a copy of which is set out
in Schedule A attached hereto and deemed to be a part hereof and, if
applicable, the Agreement of Restrictive Covenants and Other Obligations, a
copy of which is set out in Schedule B attached hereto and deemed to be a part
hereof.


 


WHEREAS,
the Company wishes to carry out the Plan (as hereinafter defined), the terms of
which are hereby incorporated by reference and made a part of this Agreement;
and


 


WHEREAS,
the Board (as hereinafter defined) has determined that it would be to the
advantage and best interest of the Company and its shareholders to grant the
Option (as hereinafter defined) provided for herein to Optionee as an incentive
for increased efforts on the part of Optionee during Optionee’s
employment with the Company or its subsidiaries, and has advised the Company
thereof and instructed the undersigned officer to grant said Option.


 


NOW,
THEREFORE, the parties hereto do hereby agree as
follows:


 


ARTICLE I


 


DEFINITIONS


 


Whenever the
following terms are used in this Agreement, they shall have the meaning
specified in the Plan or below unless the context clearly indicates to the
contrary.


 


Section 1.1
- Adjusted Earnings Per Share


 


“Adjusted
Earnings Per Share” shall mean the adjusted earnings per share as stated by the
Company in its annual financial results as published by the New York Stock
Exchange.


 


Section 1.2
- Adjusted Operating Margin


 


“Adjusted
Operating Margin” shall mean the adjusted operating margin as stated by the
Company in its annual financial results as published by the New York Stock
Exchange.


 


Section 1.3
- Board


 


“Board” shall
mean the Board of Directors of the Company.


 


Section 1.4
- Cause


 


“Cause” shall
mean (i) Optionee’s continued and/or chronic failure to adequately and/or
competently perform his or her material duties with respect to the Company or
its subsidiaries after having been provided reasonable notice of such failure
and a period of at least ten days after


 

















 


Optionee’s
receipt of such notice to cure and/or correct such performance failure, (ii) willful
misconduct by Optionee in connection with Optionee’s employment which is
injurious to the Company or its subsidiaries (willful misconduct shall be
understood to include, but not be limited to, any breach of the duty of loyalty
owed by Optionee to the Company or its subsidiaries), (iii) conviction of
any criminal act (other than minor road traffic violations not involving
imprisonment), (iv) any breach of Optionee’s restrictive covenants as
provided in this Agreement (if applicable), in Optionee’s employment agreement
(if any), or any other non-compete agreement and/or confidentiality agreement
entered into between Optionee and the Company or any of its subsidiaries (other
than an insubstantial, inadvertent and non-recurring breach), or (v) any
material violation of any written Company policy after reasonable notice and an
opportunity to cure such violation within ten (10) days after Optionee’s
receipt of such notice.


 


Section 1.5
- Committee


 


 “Committee” means the Compensation Committee
of the Board (or if no such committee is appointed, the Board provided that a
majority of the Board are “independent directors” for the purpose of the rules and
regulations of the New York Stock Exchange).


 


Section 1.6
- Earned Date


 


“Earned Date”
shall mean the date that the annual financial results of the Company are
published by the New York Stock Exchange.


 


Section 1.7
- Earned Performance Shares


 


“Earned
Performance Shares” shall mean shares subject to the Option in respect of which
the applicable performance conditions, as set out in section 3.1, have been
achieved and shall become exercisable as set out in section 3.2.


 


Section 1.8
- Good Reason


 


“Good Reason”
shall mean (i) a reduction in Optionee’s base salary or a material adverse
reduction in Optionee’s benefits other than (a) in the case of base
salary, a reduction that is offset by an increase in Optionee’s bonus
opportunity upon the attainment of reasonable performance targets established
by the Board, (b) a general reduction in the compensation or benefits of,
or a shift in the general compensation or benefits schemes affecting, a broad
group of employees of the Company or any of its subsidiaries, or (c) in
the case of base salary, a reduction which is imposed in accordance with normal
administration and application of a producer compensation plan, if applicable
to Optionee, (ii) a material adverse reduction in Optionee’s principal
duties and responsibilities, which continues beyond ten days after written
notice by Optionee to the Company or the applicable Subsidiary of such
reduction or (iii) a significant transfer of Optionee away from Optionee’s
primary service area or primary workplace, other than as permitted by Optionee’s
existing service contracts; provided, however, that Optionee shall have a
period of ten days following any of the foregoing occurrences or the last event
in a series of events which culminate in providing the basis for such notice
during which such Optionee may claim that a basis for a Good Reason termination
by Optionee has occurred.


 

















 


Section 1.9
- Grant Date


 


“Grant Date”
shall be May 6, 2008.


 


Section 1.10
- Option


 


“Option” shall
mean the option to purchase common shares of the Company granted in accordance
with this Agreement.


 


Section 1.11
- Option Exercise Price


 


“Option
Exercise Price” shall mean the exercise price of the common shares of the
Company covered by the Option, as set forth in Section 2.2 of this
Agreement.


 


Section 1.12
- Permanent Disability


 


Optionee shall
be deemed to have a “Permanent Disability” if Optionee meets the requirements
of the definition of such term, or of an equivalent term, as defined in the
Company’s or Subsidiary’s long-term disability plan applicable to Optionee or,
if no such plan is applicable, in the event Optionee is unable by reason of
physical or mental illness or other similar disability, to perform the material
duties and responsibilities of his job for a period of 180 consecutive business
days out of 270 business days.


 


Section 1.13
- Plan


 


“Plan” shall
mean the Willis Group Holdings Limited 2008 Share Purchase and Option Plan, as
amended from time to time.


 


Section 1.14
- Pronouns


 


The masculine
pronoun shall include the feminine and neuter, and the singular the plural,
where the context so indicates.


 


Section 1.15
- Secretary


 


“Secretary”
shall mean the Secretary of the Company.


 


Section 1.16
- Shares or Common Shares


 


“Shares” or “Common
Shares” means common shares of the Company which may be authorised but
unissued.


 


Section 1.17
- Subsidiary


 


“Subsidiary” shall mean a direct and/or
indirect subsidiary of the Company as well as any associate company which is
designated by the Company as being eligible for participation in the Plan.


 

















 


ARTICLE II


 


GRANT OF OPTIONS


 


Section 2.1
- Grant of Options


 


On and as of the Grant Date  the Company
grants to Optionee an Option to purchase any part or all of an aggregate number
of Shares, as stated in Schedule A to this Agreement, upon the terms and
conditions set forth in this Agreement. 
In circumstances where Optionee is required to enter into the
Restrictive Covenant agreement set forth in Schedule B, Optionee agrees that
the grant of an Option pursuant to this Agreement is sufficient consideration
for Optionee entering into such agreement.


 


Optionee
acknowledges and agrees that the Company may provide grants of an Option and/or
Shares pursuant to this Plan in lieu of any grants the Company is obligated to
make under any pre-existing plans, agreements or letters and that such grants
when made pursuant to this Plan shall fully discharge the Company’s obligations
to make any such grant under any pre-existing plan, agreement or letter.


 


Section 2.2
- Exercise Price


 


Subject to Section 2.4,
the exercise price of each Share subject to the Option shall be as stated in
Schedule A to this Agreement.


 


Section 2.3
- Employment Rights


 


Subject to the
terms of the Agreement of Restrictive Covenants and Other Obligations where
applicable, the rights and obligations of Optionee under the terms of his
office or employment with the Company or any Subsidiary shall not be affected
by his participation in this Plan or any right which he may have to participate
in it and Optionee hereby waives any and all rights to compensation or damages
in consequence of the termination of his office or employment for any reason
whatsoever insofar as those rights arise or may arise from his ceasing to have
rights under or be entitled to exercise any Option as a result of such
termination.


 


Section 2.4
- Adjustments in Options Pursuant to Merger, Consolidation, etc.


 


Subject to Section 10
of the Plan, in the event that the outstanding Shares subject to an Option are,
from time to time, changed into or exchanged for a different number or kind of
Shares or other securities, by reason of a recapitalization, reclassification,
stock split, stock dividend, spin-off, stock combination, Change of Control (as
defined in the Plan), merger or other similar event, the Board shall make an
appropriate and equitable adjustment in the number and kind of Shares and/or
the amount of consideration as to which or for which, as the case may be, such
Option, and/or portions thereof then unexercised, shall be exercisable.  Any such adjustment made by the Board shall
be final and binding upon Optionee, the Company and all other interested
persons.


 

















 


Section 2.5
- Employer Costs


 


In the case of Optionees who are U.K. residents, the grant of this
Option shall be conditional upon the execution of a joint election with his
employing company to accept the liability for employer’s National Insurance
arising on exercise, sale or release of the Option.  In the case of Optionees resident in any
other country (excluding the USA), such Optionee agrees that if his employing
company incurs any social security or payroll costs or taxes on exercise, sale
or release of the Option he shall, if requested, reimburse the employing
company in respect thereof.


 


ARTICLE III


 


PERIOD OF EXERCISABILITY


 


Section 3.1
- Commencement of Earning


 


3.1(a)      Subject to 3.1(b), the Shares subject to Option shall become
Earned Performance Shares subject to the Participant being in the employment of
the Company or any Subsidiary at each respective date and provided the
performance conditions applicable are achieved.


 


(b)         The
performance conditions are:


 


(i)    One-sixth of the Shares subject to the Option shall become Earned
Performance Shares with effect from the Earned Date in respect of the year
ending December 31, 2008 if in respect of 2008 the Company achieves an Adjusted
Earnings Per Share of not less than $2.85 and further one-sixth of the Shares
subject to the Option shall become Earned Performance Shares if in respect of
2008 the Company achieves an Adjusted Operating Margin of not less than 24%.
Shares that are eligible to become Earned Performance Shares by virtue of this
sub-section shall be referred to as “2008 Performance Shares”;


 


(ii)   One-sixth of the Shares subject to the Option shall become Earned
Performance Shares with effect from the Earned Date in respect of the year
ending December 31, 2009 if in respect of 2009 the Company achieves an
Adjusted Earnings Per Share of not less than $3.15 and further one-sixth of the
Shares subject to the Option shall become Earned Performance Shares if in
respect of 2009 the Company achieves an Adjusted Operating Margin of not less
than 24%. Shares that are eligible to become Earned Performance Shares by
virtue of this sub-section shall be known as “2009 Performance Shares”;


 


(iii)  One-sixth of the Shares subject to
the Option shall become Earned Performance Shares with effect from the Earned
Date in respect of the year ended December 31, 2010 if in respect of 2010
the Company achieves an Adjusted Earnings Per Share of not less than $4.05 and
further one-sixth of the Shares subject to the Option shall become Earned
Performance Shares if in respect of 2010 the Company achieves an Adjusted
Operating Margin of not less than 27%. 
Shares that are eligible to become Earned Performance Shares by virtue
of this sub-section shall be referred to as “2010 Performance Shares”;


 


(iv)  The 2008 and 2009 Performance Shares that are subject to the
achievement of an Adjusted Earnings Per Share target and have not become Earned
Performance Shares in 


 

















 


accordance with sub-sections (b)(i) and
(b)(ii) above will become Earned Performance Shares with effect from the
Earned Date in respect of the year ending December 31, 2010 if the
Adjusted Earnings Per Share target for 2010 of not less than $4.05 is achieved.


 


(v) The 2008 and 2009
Performance Shares that are subject to the achievement of an Adjusted Operating
Margin target and have not become Earned Performance Shares in accordance with
sub-sections (b)(i) and (b)(ii) above will become Earned Performance
Shares with effect from the Earned Date in respect of the year ending December 31,
2010 if the Adjusted Operating Margin target for 2010 of not less than 27% is
achieved.


 


(c) All Shares subject to
an Option that do not become Earned Performance Shares in accordance with
sub-sections 3.1 (b)(i) to (b)(v) shall be forfeited as from the
Earned Date in 2010.


 


Section 3.2 - Commencement of Vesting and Exercisability


 


(a)           The Earned Performance Shares shall
vest and become exercisable as follows:


 


	
   

  	
   

  	
  Percentage of Earned Performance

  Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Third anniversary of date of grant

  	
   

  	
  50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Fourth anniversary of date of grant

  	
   

  	
  25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Fifth anniversary of date of grant

  	
   

  	
  25

  	
  %

  



 


(b)           In
the event of a termination of Optionee’s employment as a result of Death or
Permanent Disability, then (i) the Earned Performance Shares and the
Option in respect thereof shall become immediately exercisable with respect to
all Common Shares underlying such Option as set forth in Section 3.3 (b)(ii) and
(ii) any portion of the Option which then has not become an Earned
Performance Share shall immediately terminate and will at no time be
exercisable.


 


(c)           In
the event of a termination of Optionee’s employment for any reason other than
Death or Permanent Disability, then (i) the Earned Performance Shares that
have vested and become exercisable and the Option in respect thereof shall
remain exercisable as set forth in Section 3.3 (b)(iii) or 3.3 (b)(iv) below
and (ii) the Option over Earned Performance Shares that have not yet
vested shall immediately terminate and will at no time become exercisable,
except that the Board may, for termination of employment for reasons other than
Cause, determine in its discretion that the Option over Earned Performance
Shares that have not yet vested and become exercisable, shall become exercisable.


 


(d)           In
the event of a termination of Optionee’s employment for any reason other than
set out in (b) and (c) above and subject to section 3.3 all Options
will lapse with effect from that date of termination.


 

















 


Section 3.3
- Expiration of Options


 


(a) The
Option shall immediately lapse upon:


 


(i) Termination of Optionee’s employment, subject to, and except
as otherwise specified within, the terms and conditions of Section 3.2
above; or


 


(ii) Optionee’s
failure to execute the Agreement for Restrictive Covenants, if applicable, and
Other Obligations pursuant to Article V below within 45 days of the Grant
Date; or


 


(iii) Optionee’s
failure to execute the form of joint election with his employing company as
described in Section 2.5 above within 45 days of the Grant Date; or


 


(iv) Optionee’s
failure to execute and deliver the Option Acceptance Form within 45 days
of the Grant Date.


 


(b) The Option over Earned Performance Shares that have become
vested and exercisable in accordance with Section 3.2 will cease to be
exercisable by Optionee upon the first to occur of the following events:


 


(i) The seventh anniversary of the Grant Date; or


 


(ii) The first anniversary of the date of Optionee’s termination
of employment by reason of Death or Permanent Disability; or


 


(iii) Ninety days after the date of any termination of Optionee’s
employment by the Company for Cause or by Optionee without Good Reason; or


 


(iv) Ninety days after the date of termination of Optionee’s
employment other than as set forth in Section 3.2(b) or (c), above or
where the Board has exercised its discretion in accordance with Section 3.2(c)(ii),
the period shall be six calendar months after the date of termination;


 


(v) If the Board so determines pursuant to Section 10 of the
Plan, the effective date of a Change of Control, merger, amalgamation pursuant
to Bermuda law, or other consolidation of the Company or group of companies
collectively known as Willis Group, or other similar event, as provided in the
Plan, so long as Optionee has a reasonable opportunity to exercise his Options
prior to such effective date.


 

















 


ARTICLE IV


 


EXERCISE OF OPTION


 


Section 4.1
- Person Eligible to Exercise


 


During the lifetime of Optionee, only he may exercise an Option or any
portion thereof.  After the death of
Optionee, any exercisable portion of an Option may, prior to the time when an
Option becomes unexercisable under Section 3.3, be exercised by his
personal representative or by any person empowered to do so under Optionee’s
will or under then applicable laws of inheritance.


 


Section 4.2
- Partial Exercise


 


Any
exercisable portion of an Option or the entire Option, if then wholly
exercisable, may be exercised in whole or in part at any time prior to the time
when the Option or portion thereof becomes unexercisable under Section 3.3;
provided, however, that any partial exercise shall be for whole Shares only.


 


Section 4.3
- Manner of Exercise


 


An Option, or
any exercisable portion thereof, may be exercised solely by delivering to the
Secretary or his office all of the following prior to the time when the Option
or such portion becomes unexercisable under Section 3.3:


 


(a)          Notice in writing signed by Optionee or the
other person then entitled to exercise the Option or portion thereof, stating
that the Option or portion thereof is thereby exercised, such notice complying
with all applicable rules established by the Board and made available to
Optionee (or such other person then entitled to exercise the Option);


 


(b)         Full payment (in cash, by cheque, electronic transfer,
by way of a cashless exercise as approved by the Company, by way of surrender
of Shares to the Company or by a combination thereof) for the Shares with
respect to which such Option or portion thereof is exercised;


 


(c)          Full payment to the Company or any Subsidiary
(“Group Member”) by which Optionee is employed, of all amounts which, under
federal, state or local law, it is required to withhold upon exercise of the
Option; and


 


(d)         In a case where any Group Member is obliged to
(or would suffer a disadvantage if it were not to) account for any tax (in any
jurisdiction) for which Optionee is liable by virtue of the exercise of the
Option and/or for any social security contributions recoverable from the person
in question (together, the “Tax Liability”), Optionee has either:


 


(i)  made full payment to
the Group Member of an amount equal to the Tax Liability, or


 

















 


(ii)  entered into
arrangements acceptable to that or another Group Member to secure that such a
payment is made (whether by authorizing the sale of some or all of the Shares
on his behalf and the payment to the Group Member of the relevant amount out of
the proceeds of sale);


 


(e)          In
the event the Option or any portion thereof shall be exercised pursuant to Section 4.1
by any person or persons other than Optionee, appropriate proof of the right of
such person or persons to exercise the Option.


 


Without
limiting the generality of the foregoing, the Board may in the case of U.S.
resident employees of the Company or any Subsidiary require an opinion of
counsel reasonably acceptable to it to the effect that any subsequent transfer
of Shares acquired on exercise of an Option does not violate the Act, and may
issue stop-transfer orders in the U.S. covering such Shares.


 


Section 4.4
- Conditions to Issuance of Share Certificates


 


The Shares
deliverable upon the exercise of an Option, or any portion thereof, may be
either previously authorized but unissued Shares or issued Shares held by any
other person.  Such Shares shall be fully
paid.  The Company shall not be required
to issue or deliver any certificate or certificates for Shares granted upon the
exercise of an Option or portion thereof prior to fulfillment of all of the
following conditions:


 


(a)           The obtaining of approval or other
clearance from any state or federal governmental agency which the Board shall,
in its absolute discretion, determine to be necessary or advisable; and


 


(b)           The lapse of such reasonable period
of time following the exercise of the Option as the Board may from time to time
establish for reasons of administrative convenience.


 


Section 4.5
- Rights as Shareholder


 


The holder of
an Option shall not be, nor have any of the rights or privileges of, a
shareholder of the Company in respect of any Shares that may be received upon
the exercise of the Option or any portion thereof unless and until certificates
representing such shares shall have been issued by the Company to such holder.


 


ARTICLE V


 


AGREEMENT OF
RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS


 


Section 5 – Restrictive
Covenants and Other Obligations


 


In consideration of the grant of an Option, Optionee shall enter into
the Agreement of Restrictive Covenants and Other Obligations, a copy of which
is attached hereto as Schedule B.  In the
event Optionee does not sign and return the Agreement of Restrictive Covenants
and Other Obligations within 45 days of the Grant Date the Options shall lapse
pursuant to section 3.3(a)(ii).  If no
such agreement is required, Schedule B shall state none or not applicable.


 

















 


ARTICLE VI


 


MISCELLANEOUS


 


Section 6.1
- Administration


 


The Board
shall have the power to interpret the Plan and this Agreement and to adopt such
rules for the administration, interpretation and application of the Plan
as are consistent therewith and to interpret or revoke any such rules.  All actions taken and all interpretations and
determinations made by the Board shall be final and binding upon Optionee, the
Company and all other interested persons. 
No member of the Board shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or the
Options.  In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and
duties of the Board under the Plan and this Agreement.


 


Section 6.2
- Options Not Transferable


 


Neither the
Options nor any interest or right therein or part thereof shall be subject to
the debts, contracts or engagements of Optionee or his successors in interest
or shall be subject to disposition by transfer, alienation, anticipation,
pledge, encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that this Section 6.2 shall not prevent transfers made
solely for estate planning purposes or under a will or by the applicable laws
of inheritance.


 


Section 6.3
- Binding Effect


 


The provisions
of this Agreement shall be binding upon and accrue to the benefit of the
parties hereto and their respective heirs, legal representatives, successors
and assigns.


 


Section 6.4
- Notices


 


Any notice to
be given under the terms of this Agreement to the Company shall be addressed to
the Company at the following address:


 


Willis Group Holdings Limited


c/o Willis Group Limited


51 Lime Street


London England EC3M 7DQ


Attention:  Company Secretary


 


and any notice
to be given to Optionee shall be at the address set forth in the Option
Acceptance Form.


 


By a notice
given pursuant to this Section 6.4, either party may hereafter designate a
different address for notices to be given to him.  Any notice that is required to be given to
Optionee shall, if Optionee is then deceased, be given to Optionee’s personal
representatives if 


 

















 


such
representatives have previously informed the Company of their status and
address by written notice under this Section 6.4.  Any notice shall have been deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid,
deposited (with postage prepaid) in a post office or branch post office
regularly maintained by the United States Postal Service or the United Kingdom’s
Post Office or in the case of a notice given by an Optionee resident outside
the United States of America or the United Kingdom, with a recognized
international courier service.


 


Section 6.5
- Titles


 


Titles are
provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.


 


Section 6.6
- Applicability of Plan


 


The Options
shall be subject to all of the terms and provisions of the Plan, to the extent
applicable to the Options.  In the event
of any conflict between this Agreement and the Plan, the terms of the Plan
shall control.


 


Section 6.7
- Amendment


 


This Agreement
may be amended only by a document executed by the parties hereto, which
specifically states that it is amending this Agreement.


 


Section 6.8
- Governing Law


 


This Agreement
shall be governed by, and construed in accordance with the laws of
Bermuda;  provided, however, that the
Agreement of Restrictive Covenants and Other Obligations, if applicable, shall
be governed by and construed in accordance with the laws specified in that
agreement.


 


Section 6.9
- Jurisdiction


 


The courts of
Bermuda shall have jurisdiction to hear and determine any suit, action or
proceeding and to settle any disputes which may arise out of or in connection
with this Agreement and, for such purposes, the parties hereto irrevocably
submit to the jurisdiction of such courts; provided, however, where applicable,
that with respect to the Agreement of Restrictive Covenants and Other
Obligations the courts specified in such agreement shall have jurisdiction to
hear and determine any suit, action or proceeding and to settle any disputes
which may arise out of or in connection with that agreement.


 

















 


Section 6.10
- Counterparts


 


This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same instrument.


 


IN WITNESS WHEREOF the Company and Optionee have each executed this
Agreement.


 


 


	
   

  	
   

  	
  WILLIS GROUP HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael P Chitty

  
	
   

  	
   

  	
  Name:

  	
  Michael
  P Chitty

  
	
   

  	
   

  	
  Title:

  	
  Company
  Secretary