exv10w38






Exhibit 10.38


SCHEDULE C




AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS




          This Agreement of Restrictive Covenants and Other Obligations (the “Agreement”) is entered
into by and between Willis Group Holdings Public Limited Company (the “Company”) and Michael K.
Neborak (“Associate”) to be effective as of August 2, 2010.




RECITALS




          Whereas, Associate is employed by a subsidiary of the Company;




          Whereas, on August 2, 2010 the Company granted Associate Restricted Share Units over a
specified number of shares of ordinary stock of Willis Group Holdings Public Limited Company (the
“RSU Award”);




          Whereas, such grant is subject to the terms of the The Hilb Rogal & Hobbs Company 2007 Share
Incentive Plan (the “Plan”), the Restricted Share Units Award Agreement (the RSU Agreement”), and
this Agreement and in consideration of the grant, Associate shall enter into and acknowledge his or
her agreement to the terms of the Plan, the RSU Agreement and this Agreement;




          Whereas, Associate acknowledges and agrees that he or she desires to receive the RSU Award,
and understands and agrees such RSU Award is subject to the terms and conditions set forth in the
Plan, the RSU Agreement and this Agreement;




          NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for
other valuable consideration, in particular the grant of the RSU Award to Associate by the Company,
the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:




AGREEMENT



Section 1 — Recitals





The Recitals set forth above are an integral part of this Agreement, and are incorporated herein
by reference.


2. Section 2 — Definitions





	 	2.1	 	“Business” shall mean insurance brokerage, reinsurance brokerage, surety brokerage,
bond brokerage, insurance agency, underwriting agency, managing general agency, risk
management, claims administration, self-insurance, risk management consulting or other
business performed by the Restricted Group.
	 
	 	2.2	 	“Competitor” shall mean any business principally engaged in insurance brokerage,
reinsurance brokerage, surety brokerage, bond brokerage, insurance agency,




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	 	 	 	underwriting agency, managing general agency, risk management, claims administration,
self-insurance, risk management consulting or other business which is either performed by
the Restricted Group or is a business in which the Restricted Group has taken steps toward
engaging. It is further provided that Competitor includes, but is not limited to, the
following businesses and their respective subsidiaries and/or other affiliates: Aon
Corporation, Arthur J. Gallagher & Co. and Marsh Incorporated.
	 
	 	2.3	 	“Confidential Information” shall mean all trade secrets and non-public information
concerning the financial data, strategic business plans, and other non-public, proprietary,
and confidential information of the Company or any of its Subsidiaries.
	 
	 	2.4	 	“directly or indirectly” shall mean Associate acting either alone or jointly with or on
behalf of or by means of any other person, firm or company (whether as principal, partner,
manager, employee, contractor, director, consultant, investor or similar capacity).
	 
	 	2.5	 	“Employer” shall mean the Subsidiary that employs Associate. If the Company ever
becomes an employer of Associate, then the term Employer shall refer to the Company.
	 
	 	2.6	 	“Employment Agreement” shall mean the contractual terms and conditions which govern the
employment of Associate by Employer.
	 
	 	2.7	 	“Key Personnel” shall mean any person who is at the date Associate ceases to be an
employee of Employer or was at any time during the period of 12 months prior to that date
employed by the Restricted Group and who was an employee with whom Associate had dealings
other than in a minimal and non-material way and who was employed by or engaged in the
Business in an executive or senior managerial capacity, or was an employee with insurance,
reinsurance or other technical expertise.
	 
	 	2.8	 	“RSU Award” shall have the meaning as set forth in the recitals.     
	 
	 	2.9	 	“RSU Agreement” shall have the meaning set forth in the recitals.
	 
	 	2.10	 	“Plan” shall have the meaning set forth in the recitals.
	 
	 	2.11	 	“Relevant Area” shall mean the counties, parishes, districts, municipalities, cities,
metropolitan regions, localities and similar geographic and political subdivisions, within
and outside of the United States of America, in which the Company or any of its
Subsidiaries has carried on Business in which Associate has been involved or concerned or
working on other than in a minimal and non-material way at any time during the period of 12
months prior to the date on which Associate ceases to be employed by Employer.
	 
	 	2.12	 	“Relevant Client” shall mean any person, firm or company who or which at any time
during the period of 12 months prior to the date on which Associate ceases to be employed
by Employer is or was a client or customer of the Company or any of its Subsidiaries or was
in the habit and/or practice of dealing under contract with the Company or any of its
Subsidiaries and with whom or which Associate had dealings related to the Business (other
than in a minimal and non-material way) or for whose




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	 	 	 	relationship with the Company or any of its Subsidiaries Associate had responsibility at
any time during the said period.
	 
	 	2.13	 	“Relevant Period” shall mean the period of 12 months following the date on which
Associate ceases to be employed by Employer.
	 
	 	2.14	 	“Relevant Prospect” shall mean any person, firm or company who or which at any time
during the period of 12 months prior to the date on which Associate ceases to be employed
by Employer was an active prospective client of the Company or any of its Subsidiaries with
whom or with which Associate had dealings related to the Business (other than in a minimal
and non-material way).
	 
	 	2.15	 	“Restricted Group” shall mean the Company and its Subsidiaries, as in existence during
Associate’s employment with Employer and as of the date such employment ceases.
	 
	 	2.16	 	“Subsidiary” shall mean a direct and/or indirect subsidiary of the Company as well as
any associate company which is designated by the Company as being eligible for
participation in the Plan.




Section 3 — Non-Compete and Other Obligations





	 	3.1	 	Associate acknowledges that by virtue of his or her senior management position and as
an employee of Employer, Associate has acquired and will acquire knowledge of Confidential
Information of the Restricted Group and their Business. Associate further acknowledges
that the Confidential Information which the Restricted Group has provided and will provide
to Associate would give Associate a significant advantage if Associate were to directly or
indirectly be engaged in any Business at a Competitor of the Restricted Group.
	 
	 	3.2	 	Without the Company’s prior written consent, Associate shall not directly or
indirectly, at any time during or after Associate’s employment with any Employer, disclose
any Confidential Information and shall use Associate’s best efforts to prevent the taking
or disclosure of any Confidential Information, except as reasonably may be required to be
disclosed by Associate in the ordinary performance of his or her duties for Employer or as
required by law.
	 
	 	3.3	 	For a period of twelve months after the date on which Associate’s employment with any
Employer ceases, Associate shall not work for or be engaged or concerned in, or have a
financial interest in (other than an ownership position of less than 5% in any company
whose shares are publicly traded or any non-voting non-convertible debt securities in any
company) any Competitor of the Restricted Group within the Relevant Area. During this
period, Associate shall receive payments equal to the base salary payments Associate would
have received if Associate had been in Employer’s employ during this non-compete period.
Employer will also pay the cost of COBRA Medical coverage for Associate for the duration of
the non-compete period. These payments




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	 	 	 	will be made on the same frequency as such salary payments were made during Associate’s
employment.
	 
	 	3.4	 	The Company or Employer shall have the discretion to apply a shorter period than the
twelve-month period set forth in 3.3 and 3.5.
	 
	 	3.5	 	Associate shall not, for the Relevant Period, directly or indirectly:
	 
	 	 	 	3.5.1 within the Relevant Area, solicit any Relevant Client or Relevant Prospect for the
purposes of any Business which competes or will compete or seeks to compete with the
Restricted Group;
	 
	 	 	 	3.5.2 within the Relevant Area, accept, perform services for, or deal with any Relevant
Client or Relevant Prospect for the purposes of any Business which competes or will
compete or seeks to compete with the Restricted Group;
	 
	 	 	 	3.5.3 solicit for employment or entice away from the Restricted Group any Key Personnel.
	 
	 	 	 	3.5.4 employ or engage or endeavour to employ or engage any Key Personnel.
	 
	 	3.6	 	The restrictions contained in Sections 3.5, including subsections, run concurrently
with the non-compete in Section 3.3. Additionally, to the extent Associate is a party to
an employment agreement or other agreement with the Restricted Group that contains a
post-employment restriction, the post-employment restrictions run concurrently with the
post-employment restrictions contained in this Section 3. Thus, by way of example, if
Associate’s employment agreement with Employer contains a 24-month restriction on
solicitation of the Restricted Group’s clients, then the non-solicitation in the employment
agreement would be effective for 12 months after the non-solicitation in this Section 3
expires.
	 
	 	3.7	 	Associate acknowledges that the provisions of this Section 3 are fair, reasonable and
necessary to protect the goodwill and interests of the Restricted Group.




Section 4 — Governing Law & Jurisdiction





	 	4.1	 	This Agreement shall be governed by and construed in accordance with the laws of the
state of New York without regard to its conflicts of law principles.
	 
	 	4.2	 	Any suit, action or proceeding against Associate with respect to this Agreement may be
brought in any court of competent jurisdiction in the State of New York or located in the
City of New York, as the Company may elect in its sole discretion and Associate hereby
submits accordingly to the nonexclusive jurisdiction of such courts for the purpose of any
such suit, action, proceeding or judgment. Associate hereby irrevocably waives any
objections which he or she may now or hereafter have to the laying of the venue of any
suit, action or proceeding arising out of or relating to this Agreement brought in any
court of competent jurisdiction in the State of New York or City of New




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	 	 	 	York. Provided further that nothing herein shall in any way be deemed to limit the ability
of the Restricted Group to bring a suit, action or proceeding against Associate with
respect to this Agreement, in jurisdictions other than the State of New York and/or City
of New York, and in such manner, as may be permitted by applicable law. Associate hereby
further irrevocably waives any claim that any such suit, action or proceeding brought in
any such court has been brought in any inconvenient forum. No suit, action or proceeding
against the Company or any Subsidiary with respect to this Agreement may be brought by
Associate in any court other than in a court of competent jurisdiction in the State of New
York or City of New York, and Associate hereby irrevocably waives any right which he or
she may otherwise have had to bring such an action in any other court. The Company hereby
submits accordingly to the jurisdiction of the courts of the State of New York or City of
New York for the purpose of any such suit, action or proceeding.




Section 5 — Consideration, Severability, Beneficiaries & Effect On Other Agreements





	 	5.1	 	Associate acknowledges that the covenants and undertakings he or she has made herein,
including those made in Section 3, are being given for the benefit of the Restricted Group,
including Employer, and may be enforced by the Company and/or by its Subsidiaries on behalf
of all or any of them and that such Subsidiaries are intended beneficiaries of this
Agreement.
	 
	 	5.2	 	The parties acknowledge that the provisions of this Agreement are severable. If any
part or provision of this Agreement shall be determined by any court or tribunal to be
invalid, then such partial invalidity shall not cause the remainder of this Agreement to be
or become invalid. If any provision hereof is held unenforceable on the basis that it
exceeds what is reasonable for the protection of the goodwill and interests of the
Restricted Group, but would be valid if part of the wording were modified or deleted, as
permitted by applicable law, then such restriction or obligation shall apply with such
deletions or modifications as may be necessary to make it enforceable.
	 
	 	5.3	 	Associate acknowledges that he or she remains bound by any Employment Agreement or any
other agreement entered into by Associate with the Restricted Group and this Agreement
shall be in addition to, and not in place of any such agreements. Associate further
acknowledges that in the event of any breach by Associate of any provision contained in
such agreements or this Agreement, the Company and/or any Subsidiary may, in their
discretion, enforce any term and condition of those agreements and/or this Agreement.




Section 6 — Miscellaneous





	 	6.1	 	This Agreement may not be modified except by written agreement signed by both parties
hereto.
	 
	 	6.2	 	The rights of the Restricted Group under this Agreement shall inure to the benefit of
any and all of its/their successors, assigns, parent companies, sister companies,
subsidiaries and other affiliated corporations.




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	 	6.3	 	The waiver by either party of any breach of this Agreement shall not operate or be
construed as a waiver of that party’s rights on any subsequent breach.
	 
	 	6.4	 	Associate acknowledges and agrees that Associate shall be obliged to draw the
provisions of Section 3 to the attention of any third party who may, at any time before or
after the termination of Associate’s employment with Employer, offer to employ or engage
him and for or with whom Associate intends to work within the Relevant Period.
	 
	 	6.5	 	The various section headings contained in this Agreement are for the purpose of
convenience only and are not intended to define or limit the contents of such sections.
	 
	 	6.6	 	This Agreement may be executed in one or more counterparts, each of which shall
constitute an original and all of which taken together shall constitute one and the same
document. This Agreement will be binding, notwithstanding that either party’s signature is
displayed only on a facsimile copy of the signature page.
	 
	 	6.7	 	Any provisions which by their nature survive termination of this Agreement, including
the obligations set forth in Sections 3 and 4 shall survive termination of this Agreement.





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




Signed for and on behalf of

Willis Group Holdings Public Limited Company by:




	 	 	 

	/s/ Nicole Napolitano
 

NAME: Nicole Napolitano

	 	 
	DATE: August 2, 2010
	 	 
	TITLE: Deputy Company Secretary
	 	 






	 	 	 	 	 

	Associate:	 	 
	 
	 	 	 	 
	Signature:
 Print Name:

	 	/s/ Michael K. Neborak
 

Michael K. Neborak
	 	 





Date: 8/16/10





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