exv10w16






Exhibit 10.16




WILLIS GROUP HOLDINGS

2001 SHARE PURCHASE AND OPTION PLAN




(AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP

HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND

ASSUMED BY WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

ON DECEMBER 31, 2009)



OPTION AGREEMENT

(Time-Based Share Options)



     THIS OPTION AGREEMENT (this “Agreement”), effective as of [insert date], is made by and
between Willis Group Holdings Public Limited Company and any successor thereto (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 attached hereto as Schedule A and
which is deemed to be a part hereof (the “Acceptance Form”) and, if applicable, the Agreement of
Restrictive Covenants and Other Obligations, a copy of which is set out in Schedule C 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 Committee (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 the Optionee as an incentive for increased efforts during the
Optionee’s employment with the Company or its Subsidiaries, and has advised the Company thereof and
instructed the undersigned officer to prepare said Option.



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



ARTICLE I




DEFINITIONS



     Defined terms in this Agreement shall have the meaning specified in the Plan or below unless
the context clearly indicates to the contrary.


Section 1.1— Act





	 	 	“Act” shall mean the Companies Act 1963 of Ireland.




Section 1.2— Board




     “Board” shall mean the board of directors of the Company or any duly authorized committee
thereof.



 









 




Section 1.3
— Cause




     “Cause” shall mean (i) the Optionee’s continued and/or chronic failure to adequately and/or
competently perform his 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 the
Optionee’s receipt of such notice to cure and/or correct such performance failure, (ii) willful
misconduct by the Optionee in connection with the 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 the 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 the Optionee’s restrictive covenants and other obligations as
provided in Schedule C to this Agreement (if applicable), in the Optionee’s employment agreement
(if any), or any other non-compete agreement and/or confidentiality agreement entered into between
the 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 the
Optionee’s receipt of such notice.


Section 1.4
— Committee




     “Committee” shall mean the Compensation Committee of the Board (or if no such committee is
appointed, the Board), or any successor thereto.


Section 1.5
— Exercise Price




     “Exercise Price” shall mean the exercise price of the Option set forth in Schedule A to this
Agreement.


Section 1.6
— Good Reason




     “Good Reason” shall mean (i) a reduction in the Optionee’s base salary or a material adverse
reduction in the Optionee’s benefits other than (a) in the case of base salary, a reduction that is
offset by an increase in the Optionee’s bonus opportunity upon the attainment of reasonable
performance targets established by the Committee, (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 the Optionee, (ii) a material adverse reduction in the
Optionee’s principal duties and responsibilities, which continues beyond ten days after written
notice by the Optionee to the Company or the applicable Subsidiary of such reduction or (iii) a
significant transfer of the Optionee away from the Optionee’s primary service area or primary
workplace, other than as permitted by the Optionee’s existing service contracts; provided, however,
that the 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 the Optionee may claim that a basis for a Good Reason termination by the Optionee has
occurred.



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Section 1.7 — Grant Date




     “Grant Date” shall mean [insert date].


Section 1.8
— Option




     “Option” shall mean the option to purchase Ordinary Shares of the Company granted in
accordance with this Agreement and the Plan.


Section 1.9
— Permanent Disability




     The Optionee shall be deemed to have a “Permanent Disability” if the 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 the Optionee or, if no such plan is
applicable, in the event the 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 1.10
— Plan




     “Plan” shall mean the Willis Group Holdings 2001 Share Purchase and Option Plan, as amended
from time to time.


Section 1.11
— Pronouns




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


Section 1.12
— Shares or Ordinary Shares




     “Shares” or “Ordinary Shares” means ordinary shares of the Company, which may be authorised
but unissued.


Section 1.13
— Subsidiary




     “Subsidiary” shall mean with respect to the Company, any subsidiary of the Company within the
meaning of Section 155 of the Act. For purposes of granting Options or any other “stock rights,”
within the meaning of Section 409A of the Code, an entity shall not be considered a Subsidiary if
granting any such share right would result in the stock right becoming subject to Section 409A of
the Code. For purposes of granting U.S. incentive stock options, an entity shall not be considered
a Subsidiary if it does not also meet the requirements of Section 424(f) of the Code.



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Section 1.14 — Willis Group




     “Willis Group” shall mean the Company and its Subsidiaries.



ARTICLE II




GRANT OF OPTIONS


Section 2.1 — Grant of Options




     Subject to the terms and conditions of the Plan and the additional terms and conditions set
forth in this Agreement, including any country-specific provisions set forth in Schedule B to this
Agreement, the Company hereby grants to the Optionee an Option to purchase all or part of the
aggregate number of Shares, as stated in the Acceptance Form. In circumstances where the Optionee
is required to enter into the Agreement of Restrictive Covenants and Other Obligations set forth in
Schedule C, the Optionee agrees that the grant of an Option pursuant to this Agreement is
sufficient consideration for the Optionee entering into such agreement.


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 the Acceptance Form.


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 the 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. The Option and the Optionee’s participation in the
Plan will not be interpreted to form an employment agreement with the Company or any Subsidiary.
The 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 vest in or exercise any Option as
a result of such termination. If, notwithstanding the foregoing, any such claim is allowed by a
court of competent jurisdiction, then, by participating in the Plan, the Optionee shall be deemed
irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents
necessary to request dismissal or withdrawal of such claims.


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




     Subject to Sections 8 and 9 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 share split, spin-off, shares or extraordinary cash
dividend, share combination or reclassification, recapitalization or merger, Change of Control, or
similar event, the Committee shall, in its absolute discretion, make an appropriate and equitable



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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. The Committee, in its sole discretion, may make an appropriate and
equitable adjustment to the Shares underlying such Option, and/or portions thereof then
unexercised, shall be exercisable. Any such adjustment or determination made by the Committee
shall be final and binding upon the Optionee, the Company and all other interested persons.




ARTICLE III




PERIOD OF EXERCISABILITY


Section 3.1 — Commencement of Vesting and Exercisability




     (a) Subject to the Optionee’s continued employment with the Willis Group through the
applicable vesting date (set forth in the left column, the Shares shall vest and become exercisable
in accordance with Section 3.2 below:



	 	 	 	 	 
	Date Option Becomes Vested and	 	Percentage of Shares under Option as to
	Exercisable	 	which Become Exercisable Shares
	On or after [insert date]
	 	[insert]%
	On or after [insert date]
	 	[insert]%
	On or after [insert date]
	 	[insert]%
	On or after [insert date]
	 	[insert]%






     (b) In the event of a termination of the Optionee’s employment as a result of death or
Permanent Disability, the Option shall become fully vested and exercisable with respect to all
Shares underlying such Option.



     (c) In the event of a termination of the Optionee’s employment for any reason other than Death
or Permanent Disability, then (i) the Shares that have vested and become exercisable and the Option
in respect thereof shall remain exercisable as set forth in Section 3.2 (b) below and (ii) the
Option over Shares that have not yet vested shall immediately terminate and will at no time become
exercisable, except that the Committee may, for termination of employment for reasons other than
Cause, determine in its discretion that the Option over Shares that have not yet vested and become
exercisable, shall become vested and exercisable.



     (d) In the event of a termination of the Optionee’s employment for any reason other than set
out in (b) and (c) above and subject to Section 3.2, the Options, to the extent not then vested,
lapse and be forfeited on the date of termination.



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     (e) In the event of a Change of Control, the Option shall not automatically vest and become
exercisable and the Committee shall have the sole discretion to accelerate the vesting of unvested
Options without regard to whether the Options are assumed or substituted by a successor company.


Section 3.2 — Expiration of Options




     (a) The Option shall immediately lapse upon termination of the Optionee’s employment, subject
to and except as otherwise specified within, the terms and conditions of Section 3.1, above.



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



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




          (ii) Twelve months after the date of the Optionee’s termination of employment by reason of
death or Permanent Disability; or




          (iii) Ninety days after the date of any termination of the Optionee’s employment by the
Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B) where
the Committee has exercised its discretion in accordance with Section 3.1(c) above; or




          (iv) Six calendar months after the date of termination provided the Committee has exercised
its discretion pursuant to Section 3.1(c) above and termination is other than for Cause; or




          (v) If the Committee so determines pursuant to Section 9 of the Plan and 3.1(e) of this
Agreement, upon the effective date of a Change of Control, so long as the Optionee has a reasonable
opportunity to exercise his Options prior to such effective date.




     (c) The Optionee agrees to execute and deliver the following agreements or other documents in
connection with the grant of the Option within the period set forth below:




     (i) the Optionee must execute the Agreement of Restrictive Covenants and Other
Obligations pursuant to Article VII below, if applicable, and deliver it to the Company
within 45 days of the receipt of this Agreement;




     (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company
within 45 days of the receipt of this Agreement; and




     (iii) the Optionees who are resident in the United Kingdom must execute the form of
joint election as described in terms set forth in Schedule D for the United



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Kingdom and deliver it to their employing company within 45 days of the receipt of this
Agreement.



     (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to
execute and deliver the agreements and documents within the period set forth in Section 3.2(c).



ARTICLE IV




EXERCISE OF OPTION


Section 4.1 — Person Eligible to Exercise




     During the lifetime of the Optionee, only he may exercise an Option or any portion thereof.
After the death of the Optionee, any exercisable portion of an Option may, prior to the time when
an Option becomes unexercisable under Section 3.2, be exercised by any person empowered to do so
under the 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 3.2; 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 or the Company’s agent, if so directed all of the following prior to the
time when the Option or such portion becomes unexercisable under Section 3.2:



     (a) Notice in writing signed by the 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 Committee and made available to the
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)
of the Exercise Price for the Shares with respect to which such Option or portion thereof is
exercised;



     (c) Full payment to the Company or any Subsidiary, by which Optionee is employed (the
“Employer”) of all income tax, payroll tax, payment on account, and social insurance contributions
amounts (“Tax”) which, under federal, state, local or foreign law, it is required to withhold upon
exercise of the Option; and



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     (d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not
to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the
Optionee’s participation in the Plan and/or any social security contributions recoverable from and
legally applicable to the Optionee (the “Tax-Related Items”), the Optionee has either:




     (i) made full payment to the Employer of an amount equal to the Tax-Related Items, or




     (ii) entered into arrangements acceptable to the Employer or another Subsidiary to
secure that such a payment is made (whether by withholding from the Optionee’s wages or
other cash compensation paid to the Optionee or from the proceeds of the sale of Shares
acquired at exercise of the Option either through a voluntary sale or through a mandatory
sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization).



     (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 the Optionee, appropriate proof of the right of such person or
persons to exercise the Option.



     Without limiting the generality of the foregoing, the Committee may, prior to exercise,
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 Exchange Act and may
issue stop-transfer orders in the U.S. covering such Shares.


Section 4.4 — Conditions to Issuance of Shares




     The Shares to be delivered upon the exercise of an Option, or any portion thereof in
accordance with Section 3.1 of this Agreement, may be either previously authorized but unissued
Shares or issued Shares. Such Shares shall be fully paid. The Company shall not be required to
issue or deliver any certificates representing such Shares or their electronic equivalent 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, federal, local or foreign
governmental agency which the Committee 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
Committee may from time to time establish for reasons of administrative convenience.


Section 4.5 — Rights as Shareholder




     The Optionee 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 or their electronic
equivalent shall have been issued by the Company to the Optionee.



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ARTICLE V




ADDITIONAL TERMS AND CONDITIONS OF OPTION


Section 5.1 — Nature of Grant




     In accepting the Option, the Optionee acknowledges, understands and agrees that:



     (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be
amended, suspended or terminated by the Company at any time;



     (b) the grant of the Option is voluntary and occasional and does not create any contractual or
other right to receive future options, or benefits in lieu of options, even if options have been
granted repeatedly in the past;



     (c) all decisions with respect to future Option grants, if any, will be at the sole discretion
of the Company;



     (d) the Optionee’s participation in the Plan is voluntary;



     (e) the Option and any Shares acquired under the Plan are not intended to replace any pension
rights or compensation under any pension arrangement;



     (f) the Option and any Shares acquired under the Plan are not part of normal or expected
compensation or salary for any purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments, dismissal, bonuses, long-service
awards, pension or retirement or welfare benefits or similar payments and in no event should be
considered as compensation for, or relating in any way to past services for, the Employer, the
Company or a Subsidiary;



     (g) the future value of the Shares underlying the Option is unknown and cannot be predicted
with certainty; and



     (h) if the Optionee exercises the Option and acquires Shares, the value of such Shares may
increase or decrease in value, even below the Exercise Price.


Section 5.2 — No Advice Regarding Grant




     The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Optionee’s participation in the Plan, or the issuance of Shares upon
exercise of the Option or sale of the Shares. The Optionee is hereby advised to consult with his
own personal tax, legal and financial advisors regarding his participation in the Plan before
taking any action related to the Plan.



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ARTICLE VI




DATA PRIVACY NOTICE AND CONSENT


Section 6.1 — Data Privacy




     (a) The Optionee hereby explicitly and unambiguously consents to the collection, use and
transfer, in electronic or other form, of the Optionee’s personal data as described in this
Agreement and any other Option grant materials by and among, as applicable, the Employer, the
Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing
the Optionee’s participation in the Plan.



     (b) The Optionee understands that the Company and the Employer may hold certain personal
information about the Optionee, including, but not limited to, the Optionee’s name, home address,
telephone number, date of birth, social insurance number or other identification number, salary,
nationality, job title, any Shares or directorships held in the Company, details of all Options or
any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in
the Optionee’s favor, for the exclusive purpose of implementing, administering and managing the
Plan (“Data”).



     (c) The Optionee understands that Data will be transferred to Morgan Stanley Smith Barney or
to any other third party assisting in the implementation, administration and management of the
Plan. The Optionee understands that the recipients of the Data may be located in the Optionee’s
country or elsewhere, and that the recipients’ country may have different data privacy laws and
protections from the Optionee’s country. The Optionee understands that he may request a list with
the names and addresses of any potential recipients of the Data by contacting his local human
resources representative. The Optionee authorizes the Company, Morgan Stanley Smith Barney and any
other recipients of Data which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the sole purpose of implementing, administering and managing
his participation in the Plan. The Optionee understands that Data will be held only as long as is
necessary to implement, administer and manage the Optionee’s participation in the Plan. The
Optionee understands that he may, at any time, view Data, request additional information about the
storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing his local human resources
representative. The Optionee understands, however, that refusing or withdrawing his consent may
affect the Optionee’s ability to participate in the Plan. For more information on the consequences
of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he may
contact his local human resources representative.



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ARTICLE VII




AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS


Section 7.1 — Restrictive Covenants and Other Obligations




     In consideration of the grant of an Option, the Optionee shall enter into the Agreement of
Restrictive Covenants and Other Obligations, a copy of which is attached hereto as Schedule C. In
the event the Optionee does not sign and return the Agreement of Restrictive Covenants and Other
Obligations within 45 days of the receipt of this Agreement, the Committee may, in its sole
discretion, cancel the Option. If no such agreement is required, Schedule C shall state none or
not applicable.



ARTICLE VIII




MISCELLANEOUS


Section 8.1 — Administration




     The Committee 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 Committee shall be final and binding upon the Optionee, the Company and
all other interested persons. No member of the Committee shall be personally liable for any
action, determination or interpretation made in good faith with respect to the Plan or the Options.
In its absolute discretion, the Committee may at any time and from time to time exercise any and
all rights and duties of the Committee under the Plan and this Agreement.


Section 8.2 — 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 the 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 8.2 shall not prevent transfers made solely for estate planning
purposes or under a will or by the applicable laws of inheritance.


Section 8.3 — 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 8.4 — 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:



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Willis Group Holdings Public Limited Company

c/o Willis North America, Inc.

One World Financial Center

New York, NY 10281

Attention: General Counsel



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




     By a notice given pursuant to this Section 8.4, either party may hereafter designate a
different address for notices to be given to him. Any notice that is required to be given to the
Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal
representatives if such representatives have previously informed the Company of their status and
address by written notice under this Section 8.4. Any notice shall have been deemed duly given
when sent by facsimile or 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, sent by
facsimile or by a recognized international courier service.


Section 8.5
— Titles




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


Section 8.6
— 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 8.7
— 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 8.8
— Governing Law




     This Agreement shall be governed by, and construed in accordance with the laws of Ireland
without regard to its conflicts of law provisions; 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.



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Section 8.9
— Jurisdiction




     The courts of the state of New York 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 8.10
— Electronic Delivery




     The Company may, in its sole discretion, decide to deliver any documents related to current or
future participation in the Plan by electronic means. The Optionee hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through an on-line or
electronic system established and maintained by the Company or a third party designated by the
Company.


Section 8.11
— Language




     If the Optionee has received this Agreement, or any other document related to the Option
and/or the Plan translated into a language other than English and if the translated version is
different than the English version, the English version will control.


Section 8.12
— Severability




     The provisions of this Agreement are severable and if any one or more provisions are
determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions
shall nevertheless be binding and enforceable.


Section 8.13
— Schedule B




     The Option shall be subject to any special provisions set forth in Schedule B for the
Optionee’s country of residence, if any. If the Optionee relocates to one of the countries
included in Schedule B during the life of the Option, the special provisions for such country shall
apply to the Optionee, to the extent the Company determines that the application of such provisions
is necessary or advisable in order to comply with local law or facilitate the administration of the
Plan. Schedule B constitutes part of this Agreement.


Section 8.14
— Imposition of Other Requirements




     The Company reserves the right to impose other requirements on the Option and the Shares
acquired upon exercise of the Option, to the extent the Company determines it is necessary or
advisable in order to comply with local laws or facilitate the administration of the Plan, and to
require the Optionee to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.



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Section 8.15
— Counterparts




     This Agreement may be executed in any number of counterparts (including by facsimile), 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 the Optionee have each executed this Agreement.



	 	 	 	 	 
	 	WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



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SCHEDULE A




Share Option Award Agreement- Acceptance Form




WILLIS GROUP HOLDINGS

2001 SHARE PURCHASE AND OPTION PLAN



(AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP

 HOLDINGS LIMITED AND AS AMENDED AND
RESTATED AND ASSUMED BY

 WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY ON DECEMBER 31, 2009)



	 

	Name

	 

	Number of Shares Granted Under Option

	 

	Grant Date

	 

	Option Price






I accept the grant of the Option under the Willis Group Holdings 2001 Share Purchase and Option
Plan, as amended from time to time and I agree to be bound by the terms and conditions of the Share
Option Award Agreement dated [insert date] and any country-specific terms set forth in Schedule B,
thereto.



Signature:



Address:



Once completed, please return one copy of this form to:



General Counsel

Willis Group Holdings Public Limited Company

c/o Willis North America, Inc.

One World Financial Center

New York, NY 10281

U.S.A.



This form should be returned to the above address within 45 days of receipt. Your option may be
cancelled if your form is not received by that date.






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SCHEDULE B




COUNTRY-SPECIFIC APPENDIX TO OPTION AGREEMENT

WILLIS GROUP HOLDINGS

2001 SHARE PURCHASE AND OPTION PLAN



(AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP

HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND ASSUMED BY

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY ON DECEMBER 31, 2009)




Terms and Conditions



This Schedule B includes additional terms and conditions that govern the Option granted to the
Optionee under the Willis Group Holdings 2001 Share Purchase and Option Plan, as amended from time
to time (the “Plan”) if the Optionee resides in one of the countries listed below. This Schedule B
forms part of the Agreement. Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement or the Plan.




Notifications



This Schedule B also includes information based on the securities, exchange control and other laws
in effect in the Optionee’s country as of July 2010. Such laws are often complex and change
frequently. As a result, the Company strongly recommends that the Optionee not rely on the
information noted herein as the only source of information relating to the consequences of the
Optionee’s participation in the Plan because the information may be out of date at the time the
Optionee exercises the Option under the Plan.



In addition, the information is general in nature. The Company is not providing the Optionee with
any tax advice with respect to the Option. The information is provided below may not apply to the
Optionee’s particular situation, and the Company is not in a position to assure the Optionee of any
particular result. Accordingly, the Optionee is strongly advised to seek appropriate professional
advice as to how the tax or other laws in the Optionee’s country apply to the Optionee’s situation.



If the Optionee is a citizen or resident of a country other than the one the Optionee is working in
or transfers employment after the Grant Date, the information contained in this Schedule B may not
be applicable the Optionee.



ARGENTINA



Notifications



Securities Law Information



Neither the Option nor the issuance of the Shares are publicly offered or listed on any stock
exchange in Argentina. The offer is private and not subject to the supervision of any Argentine
governmental authority.






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Exchange Control Information



Under regulations adopted by the Argentine Monetary and Banking Authority (the “BCRA”), the
Optionee may purchase and remit foreign currency with a value of up to US$2,000,000 per month out
of Argentina for the purpose of acquiring foreign securities, including Shares, without prior
approval from the BCRA, provided the Optionee executes and submits an affidavit to the BCRA
confirming that the Optionee has not purchased and remitted funds in excess of US$2,000,000 during
the relevant month.



Please note that exchange control regulations in Argentina are subject to frequent change. The
Optionee should consult with his or her personal legal advisor regarding any exchange control
obligations that may arise from participation in the Plan.



AUSTRALIA



Terms and Conditions




Manner of Exercise



The Optionee may not exercise his or her vested Option unless and until the fair market value of
the Shares underlying the vested Option on the date of exercise equals or exceeds the Exercise
Price for the Options.



Option Term



Notwithstanding anything to the contrary in Section 3.2(b)(ii) of the Agreement, the Options shall
expire on the seventh anniversary of the Grant Date.



Employee Information Supplement



The Optionee understands and agrees that the Option is offered subject to and in accordance with
the terms of the Plan, the Agreement and the Employee Information Supplement for Optionees in
Australia. The Optionee further agrees to be bound by the terms of the Plan as supplemented by the
terms of the Option set forth in the Agreement and the Employee Information Supplement for
Associates in Australia.



Notifications




Securities Law Information



If the Optionee acquires Shares under the Plan upon exercise of the Option and subsequently offers
the Shares for sale to a person or entity resident in Australia, such an offer may be subject to
disclosure requirements under Australian law, and the Optionee should obtain legal advice regarding
any applicable disclosure requirements prior to making any such offer.



AUSTRIA




Notifications




Exchange Control Information




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If the Optionee holds Shares acquired upon exercise of the Option outside of Austria, he or she
must submit a report to the Austrian National Bank. An exemption applies if the value of the
Shares as of any given quarter does not exceed €30,000,000 or as of December 31 does not exceed
€5,000,000. If the former threshold is exceeded, quarterly obligations are imposed, whereas if the
latter threshold is exceeded, annual reports must be given. The annual reporting date is December
31 and the deadline for filing the annual report is March 31 of the following year.



When the Optionee sells Shares acquired upon exercise of the Option, there may be exchange control
obligations if the cash received is held outside Austria. If the transaction volume of all the
Optionee’s accounts abroad exceeds €3,000,000, the movements and balances of all accounts must be
reported monthly, as of the last day of the month, on or before the fifteenth day of the following
month.



Consumer Protection Notice



Under certain circumstances, the Optionee may be entitled to revoke his or her acceptance of the
Agreement on the basis of the Austrian Consumer Protection Act under the following conditions:





	 	(i)	 	The revocation must be made within one week of the day the Optionee signed the
Acceptance Form; and
	 
	 	(ii)	 	The revocation must be in written form to be valid. It is sufficient if the
Optionee returns the Agreement or Acceptance Form to the Company or the Company’s
representative with language which can be understood as the Optionee’s refusal to
conclude or honor the terms contained in the Agreement. It is sufficient if the
revocation is sent within the period discussed above.




BERMUDA



There are no country-specific provisions.



BRAZIL



Notifications



Compliance with the Law



In accepting the grant of the Option, the Optionee acknowledges his or her agreement to comply with
applicable Brazilian laws and to pay any and all applicable tax associated with the Option and the
sale of the Shares acquired under the Plan.



Exchange Control Information



If the Optionee holds assets and rights outside Brazil with an aggregate value exceeding
US$100,000, he or she will be required to prepare and submit to the Central Bank of Brazil an
annual declaration of such assets and rights, including: (i) bank deposits; (ii) loans; (iii)
financing transactions; (iv) leases; (v) direct investments; (vi) portfolio investments, including
Shares acquired under the Plan; (vii) financial derivatives investments; and (viii) other




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investments, including real estate and other assets. Please note that foreign individuals holding
Brazilian visas are considered Brazilian residents for purposes of this reporting requirement and
must declare at least the assets held abroad that were acquired subsequent to the date of
admittance as a resident of Brazil. Individuals holding assets and rights outside Brazil valued at
less than US$100,000 are not required to submit a declaration. Please note that the US$100,000
threshold may be changed annually.



In addition, financial transactions, including the repatriation of funds from the sale of Shares,
may be subject to the Tax on Financial Transactions (the “IOF”). The IOF is currently set at
0.38%.



CANADA



Terms and Conditions



Manner of Exercise



This provision supplements Section 4.3 of the Agreement:



The Optionee is prohibited from paying the Exercise Price or any Tax-Related Items with Shares that
have been previously owned by the Optionee.



The Following Provisions Apply for Associates Resident in Quebec:



Language Consent



The parties acknowledge that it is their express wish that the Agreement, including this Schedule
B, as well as all documents, notices, and legal proceedings entered into, given or instituted
pursuant hereto or relating directly or indirectly hereto, be drawn up in English.



Consentement relatif à la langue utilisée



Les parties reconnaissent avoir exigé la rédaction en anglais de cette convention, ainsi que de
tous documents, avis et procédures judiciaires, exécutés, donnés ou intentés en vertu de, ou liés
directement ou indirectement à, la présente convention.



Data Privacy



This provision supplements Section 6 of the Agreement:



The Optionee hereby authorizes the Company and the Company’s representatives to discuss with and
obtain all relevant information from all personnel, professional or not, involved in the
administration and operation of the Plan. The Optionee further authorizes the Company, its
Subsidiaries and any stock plan service provider that may be selected by the Company to assist with
the Plan to disclose and discuss the Plan with their respective advisors. The Optionee further
authorizes the Company and its Subsidiaries to record such information and to keep such information
in the Optionee’s employee file.



CAYMAN ISLANDS







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There are no country-specific provisions.



CHILE



Notifications



Securities Law Information



Neither the Company nor Shares purchased under the Plan are registered with the Chilean Registry of
Securities or under the control of the Chilean Superintendence of Securities.



Exchange Control and Tax Reporting Information



The Optionee must comply with the exchange control and tax reporting requirements in Chile when
remitting funds out of Chile for the purchase of Shares upon exercise of the Option or sending
funds into the country in connection with the sale of Shares pursuant to the Plan, and register any
investments with the Chilean Internal Revenue Service (the “CIRS”).



The Optionee is not required to repatriate funds obtained from the sale of Shares or the receipt of
any dividends. However, if the Optionee decides to repatriate such funds, he or she must do so
through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office)
if the funds exceed US$10,000. In such case, the Optionee must report the payment to a commercial
bank or registered foreign exchange office receiving the funds. The commercial bank or registered
foreign exchange office will then submit an affidavit to the Central Bank within a day of receipt
of the foreign currency.



If the Optionee aggregates investments held outside of Chile exceed US$5,000,000 (including the
investments made under the Plan), he or she must report the investments to the Central Bank. Annex
3.1 of Chapter XII of the Foreign Exchange Regulations must be used to file this report.



COLOMBIA



Notifications



Exchange Control Information



Investments in assets located abroad (including Shares) are subject to registration with the
Central Bank (Banco de la Repuÿblica) if the Optionee’s aggregate investments held abroad (as of
December 31 of the applicable calendar year) equal or exceed US$500,000. If funds are remitted
from Colombia through an authorized local financial institution, the authorized financial
institution will automatically register the investment. However, if the Optionee does not remit
funds through an authorized financial institution when the Optionee exercises the Option and
acquire and hold shares abroad (i.e., because the Optionee uses the cashless sell-to-cover method
of exercise), then the Optionee must register the investment (assuming the Optionee accumulated
financial investments held abroad and at year-end such investments equal or exceed the equivalent
of US$500,000). If the Optionee uses the cashless sell-all method of exercise, then no
registration is required because no funds are remitted from Colombia and no shares are held abroad.





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CZECH REPUBLIC



Notifications



Exchange Control Information



Upon request of the Czech National Bank, the Optionee may be required to file a notification within
15 days of the end of the calendar quarter in which he or she acquired Shares under the Plan.



DENMARK



Terms and Conditions



Stock Options Act



The Optionee acknowledges that he or she received the below Employer Statement in Danish which sets
forth the terms of his or her Option under the Act on Stock Options.



Notifications



Exchange Control and Tax Reporting Information



The Optionee may hold Shares acquired under the Plan in a safety-deposit account (e.g., a brokerage
account) with either a Danish bank or with an approved foreign broker or bank. If the Shares are
held with a non-Danish broker or bank, the Optionee is required to inform the Danish Tax
Administration about the safety-deposit account. For this purpose, the Optionee must file a
Declaration V (Erklaering V) with the Danish Tax Administration. Both the Optionee and the
bank/broker must sign the Declaration V. By signing the Declaration V, the broker or bank
undertakes an obligation, without further request each year, to forward information to the Danish
Tax Administration concerning the shares in the account. By signing the Declaration V, the
Optionee authorizes the Danish Tax Administration to examine the account. A sample of the
Declaration V can be found at the following
website: www.skat.dk/getFile.aspx?Id=47392



In addition, when the Optionee opens a deposit account or a brokerage account with a U.K. or other
foreign bank for the proceeds of the sale of Shares, the bank or brokerage account, as applicable,
will be treated as a deposit account because cash can be held in the account. Therefore, the
Optionee must also file a Declaration K (Erklaering K) with the Danish Tax Administration. Both
the Optionee and the bank/broker must sign the Declaration K. By signing the Declaration K, the
bank/broker undertakes an obligation, without further request each year, to forward information to
the Danish Tax Administration concerning the content of the deposit account. By signing the
Declaration K, the Optionee authorizes the Danish Tax Administration to examine the account. A
sample of Declaration K can be found at the following website:
www.skat.dk/getFile.aspx?Id=42409&newwindow=true.






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SPECIAL NOTICE FOR PARTICIPANTS IN DENMARK

EMPLOYER STATEMENT



Pursuant to Section 3(1) of the Act on Stock Options in employment relations (the “Act”), you are
entitled to receive the following information regarding the Willis Group Holdings Public Limited
Company (the “Company”) offering of share options (“Options”) and restricted share units (“RSUs”)
in a separate written statement.



This statement contains information mentioned in the Stock Option Act. Additional terms and
conditions of the Options and RSUs are described in the Option and RSU materials, which have been
made available to you. In the event of a conflict between a provision contained in this Employer
Statement and provisions contained in the Option and RSU materials, this Employer Statement shall
prevail. Capitalized terms used but not defined herein, shall have the same meaning as terms
defined in the applicable Plan or the Option and/or RSU grant materials.



1. Grant of Options and RSUs



You have been granted Options or RSUs at the discretion of the Company’s Board of Directors.



2. Terms or conditions for grant of a right to future purchase/award of Ordinary Shares



The Options and RSUs are offered at the discretion of the Company’s Board of Directors.



3. Exercise/Vesting Date or Period



Generally, the restrictions on your Options and RSUs will lapse and the Options and RSUs will vest
over a period of time and/or on achievement of certain performance criteria, provided that you
remain employed by the Company or a subsidiary, unless otherwise affected by the Act. The exact
vesting conditions applicable to your award will be set forth in your Option and RSU materials.
Your Options are generally exercisable upon vesting and before the Options terminate or expire,
except as otherwise provided in the Option materials.



4. Option Price



For Options, the Option Price per Share is a price corresponding to the market value of the
Ordinary Shares at the time of grant. For RSUs, provided the nominal value per share has been paid
to the Company at the time of vesting, no amount is payable by you upon vesting of your RSUs and
the issuance of Ordinary Shares to you in accordance with the vesting terms provided in your RSU
materials.



5. Your Rights upon Termination of Employment



Pursuant to the Act, the treatment of your Option and RSU rights upon termination of employment
will be determined under Sections 4 and 5 of the Act unless the terms contained in the Option and
RSU materials are more favorable to you than Sections 4 and 5 of the Act. If the terms contained
in the Option and RSU materials are more favorable to you, then such terms will govern the
treatment of your Option and RSU rights upon termination of employment.



6. Financial Aspects of Options and RSUs






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The offering of Options and RSUs has no immediate financial consequences for you. The value of the
Ordinary Shares you acquire upon exercise of Options or vesting of RSUs are not taken into account
when calculating holiday allowances, pension contributions or other statutory consideration
calculated on the basis of salary.



Ordinary Shares are financial instruments and investing in stock will always have financial risk.
The possibility of profit at the time you sell your Ordinary Shares will not only be dependent on
the Company’s financial development, but also on the general development of the stock market, among
other things. In addition, in the case of Options, if you exercise your Option and acquire
Ordinary Shares, the Shares could decrease in value even below the Option Price.




23









 





SÆRLIG MEDDELELSE TIL DELTAGERE I DANMARK

ARBEJDSGIVERERKLÆRING



I henhold til § 3, stk. 1, i lov om brug af køberet eller tegningsret m.v. i ansættelsesforhold
(“Aktieoptionsloven”) er du berettiget til i en særskilt skriftlig erklæring at modtage følgende
oplysninger om Willis Group Holdings Public Limited Company’s (“Selskabets”) udbud af aktieoptioner
(“Optioner”) og betingede aktier (“restricted stock units” eller “RSU’er”).



Denne erklæring indeholder de i Aktieoptionsloven nævnte oplysninger. Yderligere vilkår og
betingelser for Optionerne og RSU’erne er beskrevet i det Options- og RSU-materiale, som du har
fået udleveret. I tilfælde af uoverensstemmelser mellem en bestemmelse i denne
Arbejdsgivererklæring og bestemmelserne i Options- og RSU-materialet har denne
Arbejdsgivererklæring forrang. Begreber, der står med stort begyndelsesbogstav i denne
Arbejdsgivererklæring, men som ikke er defineret heri, har samme betydning som de begreber, der er
defineret i den gældende Ordning eller i Options- og/eller RSU-tildelingsmaterialet.



1. Tildeling af Optioner og RSU’er



Du har fået tildelt Optioner og RSU’er efter Selskabets bestyrelses skøn.



2. Vilkår og betingelser for tildeling af retten til senere at købe/få tildelt Ordinære Aktier



Optionerne og RSU’erne udbydes efter Selskabets bestyrelses frie skøn.



3. Udnyttelses-/modningsdato eller -periode



Efter en vis periode og/eller ved opnåelse af visse performance-kriterier vil restriktionerne på
dine Optioner og RSU’er som udgangspunkt bortfalde, og Optionerne og RSU’erne vil modnes. En
forudsætning er dog, at du vedbliver med at være ansat i Selskabet eller i et datterselskab,
medmindre andet er fastsat i Aktieoptionsloven. De nærmere modningsbetingelser, som gælder for din
tildeling, vil fremgå af Options- og RSU-materialet. Dine Optioner kan som udgangspunkt udnyttes,
efter at de er modnet, men før de ophører eller udløber, medmindre andet er fastlagt i
Optionsmaterialet.



4. Optionskurs



For så vidt angår Optioner, er Optionskursen pr. aktie en kurs, der svarer til markedsværdien af
aktierne på tildelingstidspunktet. For så vidt angår RSU’er, forudsat, at den nominelle pålydende
værdi pr. aktie er betalt til Selskabet på modningstidspunktet, skal der ikke betales noget beløb
ved modningen af dine RSU’er og udstedelsen af Ordinære Aktier til dig i overensstemmelse med
modningsbetingelserne i dit RSU-materiale.



5. Din retsstilling i forbindelse med fratræden



I henhold til Aktieoptionsloven vil dine Optioner og RSU’er i tilfælde af din fratræden blive
behandlet i overensstemmelse med Aktieoptionslovens §§ 4 og 5, medmindre vilkårene i Options- og
RSU-materialet er mere favorable for dig end Aktieoptionslovens §§ 4 og 5. Hvis vilkårene i
Options- og RSU-materialet er mere favorable for dig, vil det være disse vilkår, der er gældende
for, hvordan dine Options- og RSU-rettigheder vil blive behandlet i forbindelse med din fratræden.



6. Økonomiske aspekter ved Optionerne og RSU’erne






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Udbuddet af Optioner og RSU’er har ingen umiddelbare økonomiske konsekvenser for dig. Værdien af de
Ordinære Aktier, som du erhverver ved udnyttelsen af Optionerne eller ved modningen af RSU’erne,
indgår ikke i beregningen af feriepenge, pensionsbidrag eller øvrige vederlagsafhængige,
lovpligtige ydelser.



Ordinære Aktier er finansielle instrumenter, og investering i aktier vil altid være forbundet med
en økonomisk risiko. Muligheden for en gevinst på det tidspunkt, hvor du sælger dine Ordinære
Aktier, afhænger ikke kun af Selskabets økonomiske udvikling, men også bl.a. af den generelle
udvikling på aktiemarkedet. For så vidt angår Optioner, kan det desuden tilføjes, at såfremt du
udnytter din Option og køber Ordinære Aktier, kan Aktierne falde til en værdi, der måske endda
ligger under Optionskursen.






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FINLAND



There are no country-specific provisions.



FRANCE



Notifications



Language Consent



By accepting the Option, the Optionee confirms having read and understood the documents relating to
this grant (the Plan, the Agreement and this Schedule B) which were provided in English language.
The Optionee accepts the terms of those documents accordingly.



En acceptant l’attribution, vous confirmez ainsi avoir lu et
compris les documents relatifs à cette attribution (le Plan, le contrat et cette Annexe B) qui ont été communiqués en langue anglaise.
Vous acceptez les termes en connaissance de cause.



GERMANY



Notifications



Exchange Control Information



Cross-border payments in excess of €12,500 must be reported monthly to the German Federal Bank. If
the Optionee uses a German bank to effect a cross-border payment in excess of €12,500 in connection
with the exercise of the Option or the sale of Shares acquired under the Plan, the bank will make
the report for the Optionee.



GIBRALTAR



There are no country-specific provisions.



HONG KONG



Terms and Conditions



Securities Warning:



The
grant of the Option and the issuance of Shares upon exercise of the Option do not constitute a public offer of securities under Hong Kong law and are available only to employees of the Company
or its Subsidiaries. The Agreement, Plan, the Agreement of Restrictive Covenants and Other
Obligations and other incidental communication materials that the Optionee may receive have not
been prepared in accordance with and are not intended to constitute a “prospectus” for a public
offering of securities under applicable securities laws in Hong Kong. Furthermore, none of the
documents relating to the Plan have been reviewed by any regulatory authority in Hong Kong. The
Option is intended only for the personal use of each eligible employee of the Employer, the Company
and its Subsidiaries and may not be distributed to any other person. The Optionee is advised to
exercise caution in relation to the offer. If the Optionee is in any doubt about any of the
contents of the Agreement, the Plan or any other communication materials, the Optionee should
obtain independent professional advice.






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INDIA



Terms and Conditions



Manner of Exercise



This provision supplements Paragraph 4.3 of the Agreement:



Due to legal restrictions in India, the Optionee may not exercise his or her Option using a
cashless sell-to-cover exercise, whereby the Optionee directs a broker to sell some (but not all)
of the Shares subject to the exercised Option and deliver to the Company the amount of the sale
proceeds to pay the Exercise Price and any Tax-Related Items. However, payment of the Exercise
Price may be made by any of the other methods of payment set forth in the Agreement. The Company
reserves the right to provide the Optionee with this method of payment depending on the development
of local law.



Notifications



Exchange Control Information



The Optionee must repatriate the proceeds from the sale of Shares and any dividends received in
relation to the Shares to India within 90 days after receipt. The Optionee must maintain the
foreign inward remittance certificate received from the bank where the foreign currency is
deposited in the event that the Reserve Bank of India or the Employer requests proof of
repatriation. It is the Optionee’s responsibility to comply with applicable exchange control laws
in India.



INDONESIA



Terms and Conditions



Manner of Exercise



This provision supplements Paragraph 4.3 of the Agreement:



Due to legal restrictions in Indonesia, the Optionee will be required to exercise the Option using
the cashless sell-all exercise method whereby all Shares subject to the Option will be sold
immediately upon exercise and the proceeds of sale, less the Exercise Price, any Tax-Related Items
and broker’s fees or commissions, will be remitted to the Optionee in accordance with any
applicable laws and regulations. The Optionee will not be permitted to acquire and hold Shares
upon exercise. The Company reserves the right to provide additional methods of exercise to the
Optionee depending on the development of local law.



Notifications



Exchange Control Information



For foreign currency transactions, there is a statistical reporting requirement when the Indonesian
Bank is receiving Rupiah or foreign currency. For transactions of US$10,000 or more, a description
of the transaction must be included in the report filed by the bank executing the transaction, and
the Optionee must complete the Transfer Report Form provided by the bank.






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For transactions of less than US$10,000, the bank through which the transaction is conducted is
only required to submit a report which consists of the type of account and the type of foreign
exchange.



Please note that to stabilize the exchange rate, Bank of Indonesia has been imposing some
additional restrictions on banks converting to U.S. dollars. Optionees should check with their
bank before exercising the Option for any currency restrictions.



IRELAND



Notifications



Director Reporting Obligation



If the Optionee is a director, shadow director1 or secretary of the Company or an Irish Subsidiary,
the Optionee must notify the Company or the Irish Subsidiary, as applicable, in writing within five
(5) business days of receiving or disposing of an interest in the Company (e.g., an Option, Shares,
etc.), or within five (5) business days of becoming aware of the event giving rise to the
notification requirement, or within five (5) business days of becoming a director or secretary if
such an interest exists at the time. This notification requirement also applies with respect to
the interests of a spouse or minor children (whose interests will be attributed to the director,
shadow director or secretary).



ITALY



Terms and Conditions



Manner of Exercise



This provision supplements Section 4.3 of the Agreement:



Due to legal restrictions in Italy, the Optionee will be required to exercise the Option using the
cashless sell-all exercise method whereby all Shares subject to the Option will be sold immediately
upon exercise and the proceeds of sale, less the Exercise Price, any Tax-Related Items and broker’s
fees or commissions, will be remitted to the Optionee in accordance with any applicable laws and
regulations. The Optionee will not be permitted to acquire and hold Shares upon exercise. The
Company reserves the right to provide additional methods of exercise to the Optionee depending on
the development of local law.



Data Privacy



This provision replaces the Section 6 of the Agreement:



The Optionee understands that the Company and the Employer are the Privacy Representative of the
Company in Italy and may hold certain personal information about the Optionee, including, but not
limited to, the Optionee’s name, home address and telephone number, date






 




			
	1	 	A shadow director is an individual who is not on the
board of directors of the Company or an Irish Subsidiary but who has sufficient
control so that the board of directors of the Company or Irish Subsidiary, as
applicable, acts in accordance with the directions and instructions of the
individual.





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of birth, social insurance or other identification number, salary, nationality, job title, any
Shares or directorships held in the Company or any Subsidiary, details of all options or any other
entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the
Optionee’s favor, and that the Company and the Employer will process said data and other data
lawfully received from third parties (“Personal Data”) for the exclusive purpose of managing and
administering the Plan and complying with applicable laws, regulations and Community legislation.
The Optionee also understands that providing the Company with Personal Data is mandatory for
compliance with laws and is necessary for the performance of the Plan and that the Optionee’s
denial to provide Personal Data would make it impossible for the Company to perform its contractual
obligations and may affect the Optionee’s ability to participate in the Plan. The Optionee
understands that Personal Data will not be publicized, but it may be accessible by the Employer as
the Privacy Representative of the Company and within the Employer’s organization by its internal
and external personnel in charge of processing, and by Morgan Stanley SmithBarney or any other data
processor appointed by the Company. The updated list of Processors and of the subjects to which
Data are communicated will remain available upon request from the Employer. Furthermore, Personal
Data may be transferred to banks, other financial institutions or brokers involved in the
management and administration of the Plan. The Optionee understands that Personal Data may also be
transferred to the independent registered public accounting firm engaged by the Company, and also
to the legitimate addressees under applicable laws. The Optionee further understands that the
Company and its Subsidiaries will transfer Personal Data amongst themselves as necessary for the
purpose of implementation, administration and management of the Optionee’s participation in the
Plan, and that the Company and its Subsidiaries may each further transfer Personal Data to third
parties assisting the Company in the implementation, administration and management of the Plan,
including any requisite transfer of Personal Data to Morgan Stanley SmithBarney or other third
party with whom the Optionee may elect to deposit any Shares acquired under the Plan or any
proceeds from the sale of such Shares. Such recipients may receive, possess, use, retain and
transfer Personal Data in electronic or other form, for the purposes of implementing, administering
and managing The Optionee’s participation in the Plan. The Optionee understands that these
recipients may be acting as Controllers, Processors or persons in charge of processing, as the case
may be, according to applicable privacy laws, and that they may be located in or outside the
European Economic Area, such as in the United States or elsewhere, in countries that do not provide
an adequate level of data protection as intended under Italian privacy law.



Should the Company exercise its discretion in suspending all necessary legal obligations connected
with the management and administration of the Plan, it will delete Personal Data as soon as it has
accomplished all the necessary legal obligations connected with the management and administration
of the Plan.



The Optionee understands that Personal Data processing related to the purposes specified above
shall take place under automated or non-automated conditions, anonymously when possible, that
comply with the purposes for which Personal Data is collected and with confidentiality and security
provisions as set forth by applicable laws and regulations, with specific reference to Legislative
Decree no. 196/2003.



The processing activity, including communication, the transfer of Personal Data abroad, including
outside of the European Economic Area, as specified herein and pursuant to






29









 







applicable laws and regulations, does not require the Optionee’s consent thereto as the processing
is necessary to performance of law and contractual obligations related to implementation,
administration and management of the Plan. The Optionee understands that, pursuant to section 7 of
the Legislative Decree no. 196/2003, the Optionee has the right at any moment to, including, but
not limited to, obtain confirmation that Personal Data exists or not, access, verify its contents,
origin and accuracy, delete, update, integrate, correct, blocked or stop, for legitimate reason,
the Personal Data processing. To exercise privacy rights, the Optionee should contact the Employer.
Furthermore, the Optionee is aware that Personal Data will not be used for direct marketing
purposes. In addition, Personal Data provided can be reviewed and questions or complaints can be
addressed by contacting the Optionee’s human resources department.



Plan Document Acknowledgement



The Optionee acknowledges that the Optionee has read and specifically and expressly approves of the
following sections of the Agreement: Article II, Grant of Options; Article III, Period of
Exercisability; Article IV, Exercise of Option; Article V, Additional Terms and Conditions of
Option; Article VII, Agreement of Restrictive Covenants and Other Obligations; Section 8.2, Options
Not Transferable; Section 8.8, Governing Law; Section 8.9, Jurisdiction, Section 8.10 Electronic
Delivery; Section 8.11 Language; Section 8.13, Schedule B, Section 8.14 Imposition of Other
Requirements and the Data Privacy section of this Schedule B.



Notifications



Exchange Control Information



The Optionee is required to report in his or her annual tax return: (a) any transfers of cash or
Shares to or from Italy exceeding €10,000; (b) any foreign investments or investments held outside
of Italy at the end of the calendar year exceeding €10,000 if such investments (including vested
Options, cash, Shares) combined with other foreign assets exceeds €10,000; and/or (c) the amount of
the transfers to and from Italy which have had an impact during the calendar year on the Optionee’s
foreign investments or investments held outside of Italy. The Optionee is exempt from the
formalities in (a) if the investments are made through an authorized broker resident in Italy, as
the broker will comply with the reporting obligation on the Optionee’s behalf.



KOREA



Terms and Conditions



Exchange Control Information



To remit funds out of Korea to exercise the Option by means of a cash exercise method, the Optionee
must obtain a confirmation of the remittance by a foreign exchange bank in Korea. The Optionee
likely will need to present to the bank processing the transaction supporting documentation
evidencing the nature of the remittance.



If the Optionee receives US$500,000 or more from the sale of Shares, Korean exchange control laws
require the Optionee to repatriate the proceeds to Korea within 18 months of the sale.





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JAPAN



Notifications



Exchange Control Information



If the Optionee pays more than ¥30,000,000 in a single transaction for the purchase of Shares when
he or she exercises the Option, the Optionee must file a Payment Report with the Ministry of
Finance through the Bank of Japan by the 20th day of the month following the month in which the
payment was made. The precise reporting requirements vary depending on whether the relevant
payment is made through a bank in Japan.



MEXICO



Terms and Conditions



The following sections supplement Sections 2.3 and 5.1 of the Agreement:



Modification



By accepting the Option, the Optionee understands and agrees that any modification of the Plan or
the Agreement or its termination shall not constitute a change or impairment of the terms and
conditions of employment.



Policy Statement



The Option grant the Company is making under the Plan is unilateral and discretionary and,
therefore, the Company reserves the absolute right to amend it and discontinue it at any time
without any liability.



The Company, with offices at 51 Lime Street, London EC3M, 7DQ, England, is solely responsible for
the administration of the Plan, and participation in the Plan and the grant of the Option does not,
in any way, establish an employment relationship between the Optionee and the Company since the
Optionee is participating in the Plan on a wholly commercial basis and the sole employer is [insert
name of Subsidiary(ies) in Mexico], nor does it establish any rights between the Optionee and the
Employer.



Plan Document Acknowledgment.



By accepting the Option, the Optionee acknowledges that the Optionee has received copies of the
Plan, has reviewed the Plan and the Agreement in their entirety, and fully understands and accepts
all provisions of the Plan and the Agreement.



In addition, the Optionee further acknowledges that the Optionee has read and specifically and
expressly approves the terms and conditions in Sections 2.3 and 5.1 of the Agreement, in which the
following is clearly described and established: (i) participation in the Plan does not constitute
an acquired right; (ii) the Plan and participation in the Plan is offered by the Company on a
wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) the Company, any
Subsidiary and the Employer are not responsible for any decrease in the value of the Shares
acquired upon exercise of the Option.







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Finally, the Optionee hereby declares that he or she does not reserve any action or right to bring
any claim against the Company for any compensation or damages as a result of the Optionee’s
participation in the Plan and therefore grant a full and broad release to the Employer, the Company
and Subsidiaries with respect to any claim that may arise under the Plan.



Spanish Translation



Condiciones y Duración



Sin derecho a reclamo o compensación: La siguiente sección complementa la Sección 2.3 y 5.1 de
este Acuerdo:



Modificación: Al aceptar las Opción, el Titular del Derecho a la Opción entiende y acuerda que
cualquier modificación del Plan o del Acuerdo o su extinción, no constituirá un cambio o
disminución de los términos y condiciones de empleo.



Declaración de Política: El otorgamiento de la Opción que la Compañía realiza bajo este Plan es
unilateral y discrecional y, por lo tanto, la Compañía se reserva el derecho absoluto de modificar
y discontinuar el Plan en cualquier momento sin responsabilidad alguna hacia el Titular del Derecho
a la Opción.



La Compañía, con oficinas en 51 Lime Street, Londres EC3M, 7DQ, Inglaterra es la única responsable
de la administración del Plan y de la participación en el mismo, el otorgamamiento de la Opción no
establece de forma alguna una relación de trabajo entre el Titular del Derecho a la Opción y la
Compañía, ya que su participación en el Plan es completamente comercial y el único empleador es [
], así como tampoco establece ningún derecho entre el Titular del Derecho a la Opción y el
Empleador.



Reconocimiento del Documento del Plan. Al aceptar la Opción , el Titular del Derecho a la Opción
reconoce que ha recibido copias del Plan, ha revisado los mismos, al igual que la totalidad del
Acuerdo y, que ha entendido y aceptado completamente todas las disposiciones contenidas en el Plan
y en el Acuerdo.



Además, el Titular del Derecho a la Opción reconoce que ha leído, y que aprueba específica y
expresamente los términos y condiciones contenidos en la sección Naturaleza del Orotgamiento en el
cual se encuentra claramente descripto y establecido lo siguiente: (i) la participación en el Plan
no constituye un derecho adquirido; (ii) el Plan y la participación en los mismos es ofrecida por
la Compañía de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y
(iv) la Compañía, y/o cualquier Subsidiaria no son responsables por cualquier disminución en el
valor de las Acciones adquiridas a través del conferimiento de la Opción.



Finalmente, el Titular del Derecho a la Opción declara que no se reserva ninguna acción o derecho
para interponer una demanda en contra de la Compañía por compensación, daño o perjuicio alguno como
resultado de su participación en el Plan y, en consecuencia, otorga el más amplio finiquito al
Empleador, así como a la Compañía, sus Subsidiarias con respecto a cualquier demanda que pudiera
originarse en virtud de los Plan.







32









 







NETHERLANDS



Notifications



Securities Law Information



The Optionee should be aware of the Dutch insider-trading rules, which may impact the sale of
Shares acquired upon exercise of the Option. In particular, the Optionee may be prohibited from
effectuating certain transactions if the Optionee has inside information about the Company.



Under Article 5:56 of the Dutch Financial Supervision Act, anyone who has “insider information”
related to an issuing company is prohibited from effectuating a transaction in securities in or
from the Netherlands. “Inside information” is defined as knowledge of specific information
concerning the issuing company to which the securities relate or the trade in securities issued by
such company, which has not been made public and which, if published, would reasonably be expected
to affect the share price, regardless of the development of the price. The insider could be any
employee of a Subsidiary in the Netherlands who has inside information as described herein.



Given the broad scope of the definition of inside information, certain employees working at a
Subsidiary in the Netherlands may have inside information and, thus, would be prohibited from
effectuating a transaction in securities in the Netherlands at a time when the Optionee has such
inside information.



If the
Optionee is uncertain whether the insider-trading rules apply to him or her, the Optionee should consult his or her personal legal advisor.



NEW ZEALAND



Terms and Conditions



Securities Law Information



In compliance with New Zealand Securities Law, the Optionee understands and acknowledges
that the documents listed below are available for his or her review on the Company’s
external and internal sites at the web addresses listed below:



1. The Company’s most recent Annual Report (Form 10-K) — www.willis.com;



2. The Company’s most recent published financial statements — www.willis.com



3. The Plan — [insert link]; and



4. The Plan prospectus — [insert link].



A copy of the above documents will be sent to the Optionee free of charge upon written
request to the Secretary at Willis Limited, 51 Lime Street, London EC3M, 7DQ, England,
United Kingdom.



The Optionee should read the materials provided carefully before making a decision whether
to participate in the Plan. In addition, the Optionee should consult his or her tax advisor
for specific information concerning his or her personal tax situation with regard to Plan
participation.






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NORWAY



Notifications



Exchange Control Information



The Optionee is not required to notify the Norges Bank of any accounts he or she holds abroad or of
payments made abroad through an unauthorized currency bank or a non-bank monetary transfer system
unless requested to do so by the Norges Bank. If payments are made through an authorized currency
bank, the bank will automatically notify the Norges Bank of the transfer of funds on the Optionee’s
behalf. In addition, a notification for statistical purposes may be required by Statistics Norway
on a case-by-case basis.



PERU



Notifications



Securities Law Information



The Option is considered a private offering in Peru; therefore, it is not subject to registration.



POLAND



Notifications



Exchange Control Information



Polish residents holding foreign securities (including Shares) and maintaining accounts abroad must
report information on transactions and balances of the securities and cash deposited in such
accounts to the National Bank of Poland if the value of such transactions or balances exceeds
€15,000. If required, the reports are due on a quarterly basis by the 20th day following the end
of each quarter. The reports are filed on special forms available on the website of the National
Bank of Poland.



PORTUGAL



Terms and Conditions



Language Consent



This provsion supplements Section 8.11 of the Agreement.



The Optionee hereby expressly declares that he or she has full knowledge of the English language
and has read, understood and fully accepted and agreed with the terms and conditions established in
the Plan and Agreement.



Conhecimento da Lingua



O Contratado, pelo presente instrumento, declara expressamente que tem pleno conhecimento da língua
inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições
estabelecidas no Plano e no Acordo de Atribuição (Agreement em inglês).






34









 







Notifications



Exchange Control Information



The transfer of funds abroad to exercise the Option generally requires a report to the Portuguese
Central Bank for statistical purposes. If a commercial bank in Portugal is involved in the
transfer, it will file the report. In addition, if the Optionee acquires Shares upon exercise and
does not hold the Shares with a Portuguese financial intermediary, he or she must file a report
with the Portuguese Central Bank. If the Shares are held by a Portuguese financial intermediary,
it will file the report for the Optionee.



SINGAPORE



Notifications



Securities Law Information



The Options are being granted to the Optionee pursuant to the “Qualifying Person” exemption under
section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The
Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore.
The Optionee should note that such Option grant is subject to section 257 of the SFA and the
Optionee will not be able to make any subsequent sale in Singapore, or any offer of such subsequent
sale of the Shares underlying the Option unless such sale or offer in Singapore is made pursuant to
the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA
(Chapter 289, 2006 Ed.).



Director Notification Obligation



If the Optionee is a director, associate director or shadow director of a Singapore Subsidiary, the
Optionee is subject to certain notification requirements under the Singapore Companies Act. Among
these requirements is an obligation to notify the Singaporean Subsidiary in writing when the
Optionee receives an interest (e.g., Option, Shares) in the Company or any related companies.
Please contact the Company to obtain a copy of the notification form. In addition, the Optionee
must notify the Singapore Subsidiary when the Optionee sells any Shares (including when the
Optionee sells the Shares acquired under the Plan). These notifications must be made within two
days of acquiring or disposing of any interest in the Company or any related company. In addition,
a notification must be made of the Optionee’s interests in the Company or any related company
within two days of becoming a director.



SOUTH AFRICA



Term and Conditions



Tax Reporting Information



By accepting the Option, the Optionee agrees to notify his or her Employer of the amount of any
gain he or she realizes upon the exercise of the Option. If the Optionee fails to advise his or
her Employer of the gain realized upon exercise, he or she may be liable for a fine. The Optionee
will be responsible for paying any difference between the actual tax liability and the amount
withheld.







35









 







Notifications



Tax Clearance Certificate for Cash Exercises



If the Optionee exercises the Option using a cash exercise method, he or she must obtain and
provide to the Employer, or any third party designated by the Employer or the Company, a Tax
Clearance Certificate (with respect to Foreign Investments) bearing the official stamp and
signature of the Exchange Control Department of the South African Revenue Service (“SARS”). The
Optionee must renew this Tax Clearance Certificate every six months, or such other period as may be
required by the SARS. If the Optionee exercises the Option by a cashless exercise method whereby
no funds are remitted out of South Africa, no Tax Clearance Certificate is required.



Exchange Control Information



The Optionee should consult his or her personal advisor to ensure compliance with applicable
exchange control regulations in South Africa, as such regulations are subject to frequent change.
The Optionee is responsible for ensuring compliance with all exchange control laws in South Africa.



SPAIN



Terms and Conditions



Nature of Grant



This provision supplements Sections 2.3 and 5.1 of the Agreement:



In accepting the Option, the Optionee acknowledges that he or she consents to participation in the
Plan and has received a copy of the Plan.



The Optionee understands and agrees that, as a condition of the grant of the Option, except as
provided for in Section 3.1 of the Agreement, the termination of the Optionee’s employment for any
reason (including for the reasons listed below) will automatically result in the loss of the Option
that may have been granted to the Optionee and that have not vested and become exercisable on the
date of termination.



In particular, the Optionee understands and agrees that any unvested Options as of Optionee’s
termination date and any vested Options not exercised within the period set forth in the Agreement
following Optionee’s termination date will be forfeited without entitlement to the underlying
Shares or to any amount as indemnification in the event of a termination by reason of, including,
but not limited to: resignation, retirement, disciplinary dismissal adjudged to be with cause,
disciplinary dismissal adjudged or recognized to be without cause, individual or collective layoff
on objective grounds, whether adjudged to be with cause or adjudged or recognized to be without
cause, material modification of the terms of employment under Article 41 of the Workers’ Statute,
relocation under Article 40 of the Workers’ Statute, Article 50 of the Workers’ Statute, unilateral
withdrawal by the Employer, and under Article 10.3 of Royal Decree 1382/1985.



Furthermore, the Optionee understands that the Company has unilaterally, gratuitously and
discretionally decided to grant the Option under the Plan to individuals who may be employees






36









 







of the Company or a Subsidiary. The decision is a limited decision that is entered into upon the
express assumption and condition that any grant will not economically or otherwise bind the Company
or its Subsidiaries on an ongoing basis. Consequently, the Optionee understands that the Option is
granted on the assumption and condition that the Option and the Shares issued upon exercise shall
not become a part of any employment or contract (either with the Company, the Employer or any
Subsidiary) and shall not be considered a mandatory benefit, salary for any purposes (including
severance compensation) or any other right whatsoever. In addition, the Optionee understands that
the grant of the Option would not be made to the Optionee but for the assumptions and conditions
referred to above; thus, the Optionee acknowledges and freely accepts that should any or all of the
assumptions be mistaken or should any of the conditions not be met for any reason, then any grant
to the Optionee of an Option shall be null and void. 



Notifications



Securities Law Information



The Option described in the Agreement and this Schedule B do not qualify under Spanish regulations
as securities. No “offer of securities to the public”, as defined under Spanish law, has taken
place or will take place in the Spanish territory. The Agreement (including this Schedule B) has
not been nor will it be registered with the Comisión Nacional del Mercado de Valores, and do not
constitute a public offering prospectus.



Exchange Control Information



The Optionee must declare the acquisition of Shares under the Plan, for statistical purposes, to
the Spanish Dirección General de Comercio e Inversiones (the “DGCI”), the Bureau for Commerce and
Investments, which is a department of the Ministry of Industry, Tourism and Commerce. The Optionee
must declare the ownership of any Shares to the DGCI each January while the Shares are owned.



When receiving foreign currency payments derived from the ownership of Shares (i.e., dividends or
sale proceeds), the Optionee must inform the financial institution receiving the payment of the
basis upon which such payment is made. The Optionee will need to provide the institution with the
following information: (i) the Optionee’s name, address, and tax identification number; (ii) the
name and corporate domicile of the Company; (iii) the amount of the payment; the currency used;
(iv) the country of origin; (v) the reasons for the payment; and (vi) further information that may
be required.



SWEDEN



There are no country-specific provisions.



SWITZERLAND



Notifications



Securities Law Information



The Option is considered a private offering in Switzerland; therefore, it is not subject to
registration.







37









 







TAIWAN



Notifications



Exchange Control Information



The Optionee may acquire and remit foreign currency (including proceeds from the sale of Shares)
into and out of Taiwan up to US$5,000,000 per year. If the transaction amount is TWD$500,000 or
more in a single transaction, the Optionee must submit a Foreign Exchange Transaction Form and also
provide supporting documentation to the satisfaction of the remitting bank.



UNITED KINGDOM



Terms and Conditions



Tax Withholding Obligations



The following provisions supplement Section 4.3 of the Agreement:



Prior to the relevant taxable or tax withholding event, as applicable, the Optionee shall pay or
make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.
In this regard, the Optionee authorizes the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy the Tax-Related Items by one or a combination of the
following (1) withholding from the Optionee’s wages or other cash compensation payable to the
Optionee by the Company, the Employer, or any Subsidiary at any time; or (2) withholding from the
proceeds of the sale of Shares acquired at exercise of the Option either through a voluntary
broker-dealer sale or through a mandatory broker-dealer sale arranged by the Company (on the
Optionee’s behalf pursuant to this authorization); or (3) payment directly from the Optionee by
cheque or cleared funds.



The Optionee agrees that if he or she does not pay or the Employer or the Company does not withhold
from the Optionee the full amount of Tax-Related Items that the Optionee owes at exercise of the
Option, or the release or assignment of the Option for consideration, or the receipt of any other
benefit in connection with the Option (the “Taxable Event”), within 90 days after the Taxable Event
or such other period specified in section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions)
Act 2003, then the amount that should have been withheld shall constitute a loan owed by the
Optionee to the Employer, effective 90 days after the Taxable Event. The Optionee agrees that the
loan will bear interest at the official rate of HM Revenue & Customs (“HMRC”) and will be
immediately due and repayable by the Optionee, and the Company and/or the Employer may recover it
at any time thereafter by withholding the funds from salary, bonus or any other funds due to the
Optionee by the Employer, by withholding in Shares issued upon exercise of the Option or from the
cash proceeds from the sale of Shares or by demanding cash or a check from the Optionee. The
Optionee also authorizes the Company to delay the issuance of any Shares unless and until the loan
is repaid in full.



The Optionee acknowledges that the Company or the Employer may recover any such additional income
tax and NICs at any time thereafter by any of the means referred to in the Section 4.3(d) of the
Agreement, although the Optionee acknowledges that the Optionee ultimately will be responsible for
reporting any income tax or National Insurance Contributions (“NICs”) due on






38









 







this additional benefit directly to HMRC under the self-assessment regime.



Joint Election



If the Optionee is a U.K. tax resident, the grant of this Option is conditional upon the Optionee
hereby agreeing to accept any liability for any employer National Insurance contributions
(“Employer NICs”) which may be payable by the Employer in connection with the exercise, assignment,
release or cancellation of any Option. The Employer NICs may be collected by the Company or the
Employer using any of the methods described in Section 4 of the Agreement. Without prejudice to the
foregoing, the Optionee agrees to execute a joint election with the Company and/or the Employer
(“Election”), the form of such Election being formally approved by HMRC, and any other consent or
elections required to accomplish the transfer of the Employer NICs to the Optionee. The Optionee
further agrees to execute such other joint elections as may be required between the Optionee and
any successor to the Company and/or the Employer. If the Optionee does not make an Election prior
to the exercise of the Option or if approval to the Election is withdrawn by HMRC and a new
Election is not entered into, without any liability to the Company, the Employer or any Subsidiary,
the Option shall become null and void without any liability to the Company and/or the Employer and
may not be exercised by the Optionee.



UNITED STATES OF AMERICA



Notifications



Tax Information



The Option is not an incentive stock option within the meaning of Section 422 of the Code.



Exchange Control Information. If the Optionee holds assets (i.e., Options, Shares) or other
financial assets in an account outside of the United States and the aggregate amount of said assets
is US$10,000 or more, the Optionee is required to submit a report of Foreign Bank and Financial
Account (“FBAR”) with the United States Internal Revenue Service by June 30 of the year following
the year in which the assets in his or her account meet the US$10,000 threshold.





39