exv10w17






Exhibit 10.17




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)



RESTRICTED SHARE UNITS AWARD AGREEMENT

(Time-Based Restricted Share Units)



     THIS RESTRICTED SHARE UNITS 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 “Associate”) who has duly
completed, executed and delivered the Award Acceptance Form, a copy of which is attached hereto as
Schedule A, and which is deemed to be 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 an award of Restricted
Share Units (as hereinafter defined) provided for herein to the Associate as an incentive for
increased efforts during the Associate’s employment with the Company or its Subsidiaries (as
hereinafter defined), and has advised the Company thereof and instructed the undersigned officer to
prepare said Restricted Share Unit Award;



     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 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 Associate’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
Associate’s receipt of such notice to cure and/or correct such performance failure, (ii) willful
misconduct by the Associate in connection with the Associate’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 Associate 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 Associate’s restrictive covenants and other obligations as
provided in Schedule C to this Agreement (if applicable), in the Associate’s employment agreement
(if any), or any other non-compete agreement and/or confidentiality agreement entered into between
the Associate 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
Associate’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).



Section 1.5 — Grant Date




     “Grant Date” shall mean [insert date].



Section 1.6 — Permanent Disability




     The Associate shall be deemed to have a “Permanent Disability” if the Associate 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 Associate or, if no such plan is
applicable, in the event the Associate 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 1.7 — Plan




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



Section 1.8 — Pronouns




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



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Section 1.9 — Restricted Share Unit




     “Restricted Share Units” shall mean a conditional right to receive ordinary shares, par value
of $0.000115 each in the Company (the “Ordinary Shares” or “Shares”) pursuant to the terms of the
Plan upon vesting and settlement, as set forth in Section 3.1 of this Agreement.



Section 1.10 — Secretary




     “Secretary” shall mean the Secretary of the Company.



Section 1.11 — Subsidiary




     “Subsidiary” shall mean with respect to the Company, any subsidiary of the Company within the
meaning of Section 155 of the Act.



Section 1.12 — Willis Group




     “Willis Group” shall mean the Company and the Subsidiaries, collectively.



ARTICLE II




GRANT OF RESTRICTED SHARE UNITS



Section 2.1 — Grant of the Restricted Share Units




     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 Associate the number of Restricted Share Units stated
in the Acceptance Form (hereinafter called “RSUs”). In circumstances where the Associate is
required to enter into the Agreement of Restrictive Covenants and Other Obligations set forth in
Schedule C, the Associate agrees that the grant of RSUs pursuant to this Agreement is sufficient
consideration for the Associate entering into such agreement.



Section 2.2 — RSU Payment




     Subject to Section 5 of the Plan, the Shares to be issued upon vesting and settlement of the
RSUs must be fully paid up prior to issuance of Shares by payment of the nominal value
(US$0.000115) per Share. The Committee shall ensure that payment of the nominal value for any
Shares underlying the RSUs is received by it on behalf of the Associate at the time the RSUs vest
from a Subsidiary or other source and shall establish any procedures or protocols necessary to
ensure that payment is timely received.



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 Associate 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 RSUs and the Associate’s



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participation in the Plan will not be interpreted to form an employment agreement with the Company
or any Subsidiary. The Associate 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 his
RSUs 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 Associate 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 RSUs Pursuant to Merger, Consolidation, etc.




     Subject to Sections 8 and 9 of the Plan, in the event that the outstanding Shares subject to
RSUs 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
adjustment in the number and kind of Shares. In the event of a Change of Control and regardless of
whether the RSUs are assumed or substituted by a successor company, the RSUs shall not immediately
vest unless the Committee so determines at the time of the Change of Control, in its absolute
discretion, on such terms and conditions that the Committee deems appropriate. Any such adjustment
or determination made by the Committee shall be final and binding upon the Associate, the Company
and all other interested persons. An adjustment may have the effect of reducing the price at which
Shares may be acquired to less than their nominal value (the “Shortfall”), but only if and to the
extent that the Committee shall be authorized to capitalize from the reserves of the Company a sum
equal to the Shortfall and to apply that sum in paying up that amount on the Shares.



Section 2.5 — Employee Costs




     The Associate must make full payment to the Company or any Subsidiary by which the Associate
is employed (the “Employer”) of all income tax, payroll tax, payment on account, and social
insurance contribution amounts (“Tax”), which under federal, state, local or foreign law, it is
required to withhold upon vesting, settlement or other tax event of the RSUs. In a case where the
Employer is obliged to (or would suffer a disadvantage if it were not to) account for any Tax (in
any jurisdiction) for which the Associate is liable by virtue of the Associate’s participation in
the Plan or any social security contributions recoverable from and legally applicable to the
Associate (the “Tax-Related Items”), the Associate shall make full payment to the Employer of an
amount equal to the Tax-Related Items, or otherwise enter into arrangements acceptable to the
Employer or another Subsidiary to secure that such a payment is made (whether by withholding from
the Associate’s wages or other cash compensation paid to the Associate or from the proceeds of the
sale of Shares acquired at vesting and settlement of the RSUs).



     In the event that the Associate has not made payment of an amount equal to the Tax-Related
Items liability, or entered into arrangements to secure that such a payment is made by the date of
vesting or shortly thereafter as agreed by the Company, the Associate hereby authorizes and
empowers the Company to act on his behalf and procure and effect the sale of a sufficient number of
the Shares arising from the vesting or settlement of the RSUs (or other tax event) and pay out of
the sale proceeds the Tax-Related Items liability to the Employer.



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ARTICLE III




PERIOD OF VESTING AND ISSUANCE OF SHARES



Section 3.1 — Vesting Schedule and Forfeiture Provisions




     (a) The RSUs shall become vested as follows provided that at the vesting date the Associate is
still in employment:



	 	 	 
	 	 	Percentage of Shares as to which
	Date RSUs Become Vested	 	RSUs Become Vested
	On [insert date]

	 	[insert]%
	 
	 	 
	On [insert date]

	 	[insert]%
	 
	 	 
	On [insert date]

	 	[insert]%






     (b) The RSUs, to the extent not vested, shall be forfeited immediately upon the termination of
the Associate’s employment, subject to, and except as otherwise specified within, the terms and
conditions of Sections 3.1(c) to 3.1(e) below.



     (c) In the event of a termination of the Associate’s employment as a result of death or
Permanent Disability, the RSUs shall become fully vested with respect to all Shares underlying such
RSUs.



     (d) In the event of a termination of the Associate’s employment for reasons other than death,
Permanent Disability or Cause, the Committee may, in its sole discretion, accelerate the vesting of
all or a portion of the RSUs. If no determination is made as of the date of termination, then the
RSUs shall, to the extent not then vested, be immediately forfeited by the Associate.



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



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




	 	(i)	 	the Associate must execute the Agreement of Restrictive Covenants and
Other Obligations pursuant to Article VI below, if applicable, and deliver it to
the Company within 45 days of the receipt of this Agreement;
	 
	 	(ii)	 	the Associate must execute the form of joint election as described in
Schedule B for the United Kingdom and deliver it to his employing company within
45 days of the receipt of this Agreement; and
	 
	 	(iii)	 	the Associate must execute the RSU Award Agreement Acceptance Form
and deliver to the Company within 45 days of the receipt of this Agreement.





     (g) The Committee may, in its sole discretion, cancel the RSUs if the Associate fails to
execute and deliver the agreements and documents within the period set forth in Section 3.1(h).



     (i) Shares subject to RSUs that vest shall be delivered within one month following the
applicable vesting date.



Section 3.2 — Conditions to Issuance of Shares




     The Shares to be delivered upon the vesting date of the RSUs, in accordance with Section 3.1
of this Agreement, may be either previously authorized but unissued Shares or issued Shares held by
any other person. Such Shares shall be fully paid. The Company shall not be required to deliver
any certificates representing such Shares (or their electronic equivalent) allotted and issued upon
the applicable date of the vesting of the RSUs 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 Associate has paid or made arrangements to pay the Tax-Related Items pursuant to
Section 2.5 of this Agreement.



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



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Section 3.3 — Rights as Shareholder




     The Associate 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 vesting of the RSUs unless and until
certificates representing such Shares or their electronic equivalent shall have been issued by the
Company to the Associate.



Section 3.4 — Limitation on Obligations




     The Company’s obligation with respect to the RSUs granted hereunder is limited solely to the
delivery to the Associate of Shares within the period when such Shares are due to be delivered
hereunder, and in no way shall the Company become obligated to pay cash in respect of such
obligation. The RSUs shall not be secured by any specific assets of the Company or any of its
Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as
attributable or allocated to the satisfaction of the Company’s obligations under this Agreement.
In addition, the Company shall not be liable to the Associate for damages relating to any delays in
issuing the share certificates or its electronic equivalent to the Associate (or his designated
entities), any loss of the certificates, or any mistakes or errors in the issuance of the
certificates (or the electronic equivalent) to the Associate (or his designated entities) or in the
certificates themselves.



ARTICLE IV




ADDITIONAL TERMS AND CONDITIONS OF THE RSUs



Section 4.1 — Nature of Award




     In accepting the RSUs, the Associate 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 RSU award is voluntary and occasional and does not create any contractual or other
right to receive future RSU awards, or benefits in lieu of a RSU, even if RSU awards have been
granted repeatedly in the past;



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



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



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



     (f) the RSUs 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,



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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 any Subsidiary; and




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



Section 4.2
— No Advice Regarding Grant




     The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Associate’s participation in the Plan, the issuance of Shares upon
vesting of the RSUs or sale of the Shares. The Associate 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.



ARTICLE V




DATA PRIVACY NOTICE AND CONSENT



Section 5 — Data Privacy




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



     (b) The Associate understands that the Company and the Employer may hold certain personal
information about the Associate, including, but not limited to, the Associate’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 RSUs or any
other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the
Associate’s favor, for the exclusive purpose of implementing, administering and managing the Plan
(“Data”).



     (c) The Associate understands that Data will be transferred to Morgan Stanley SmithBarney or
to any other third party assisting in the implementation, administration and management of the
Plan. The Associate understands that the recipients of the Data may be located in the Associate’s
country or elsewhere, and that the recipients’ country (e.g., Ireland) may have different data
privacy laws and protections from the Associate’s country. The Associate 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 Associate authorizes the Company, Morgan Stanley
SmithBarney 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 Associate understands that Data will be held only
as long as is necessary to implement, administer and manage the Associate’s participation in the
Plan. The Associate



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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 Associate understands, however, that refusing or withdrawing his consent may
affect the Associate’s ability to participate in the Plan. For more information on the
consequences of the Associate’s refusal to consent or withdrawal of consent, the Associate
understands that he may contact his local human resources representative.




ARTICLE VI




AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS



Section 6 — Restrictive Covenants and Other Obligations




     In consideration of the grant of RSUs, the Associate 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 Associate 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 RSUs. If no such agreement is required, Schedule C shall state none or not
applicable.



ARTICLE VII




MISCELLANEOUS



Section 7.1 — 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 Associate, 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 RSUs.
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 7.2 — RSUs Not Transferable




     Neither the RSUs nor any interest or right therein or part thereof shall be subject to the
debts, contracts or engagements of the Associate 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 7.2 shall not prevent transfers made solely for estate planning
purposes or under a will or by the applicable laws of inheritance.



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Section 7.3 — 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 7.4 — Notices




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


Willis Group Holdings 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 Associate shall be at the address set forth in the RSUs
Acceptance Form.




     By a notice given pursuant to this Section 7.4, 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
Associate shall, if the Associate is then deceased, be given to the Associate’s personal
representatives if such representatives have previously informed the Company of their status and
address by written notice under this Section 7.4. 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 Associate resident outside the United States of America or the United Kingdom, sent by
facsimile or with a recognized international courier service.



Section 7.5 — Titles




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



Section 7.6 — Applicability of Plan




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



Section 7.7 — 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 7.8 — Governing Law




     This Agreement shall be governed by, and construed in accordance with the laws of Ireland
without regard to its conflict of law provisions; provided, however, that the Agreement of



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Restrictive Covenants and Other Obligations, if applicable, shall be governed by and construed in
accordance with the laws specified in that agreement.




Section 7.9 — 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 7.10
— 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 Associate 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 7.11 — Language




     If the Associate has received this Agreement, or any other document related to the RSUs 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 7.12 — 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 7.13 — Schedule B




     The RSUs shall be subject to any special provisions set forth in Schedule B for the
Associate’s country of residence, if any. If the Associate relocates to one of the countries
included in Schedule B during prior to the vesting of the RSUs, the special provisions for such
country shall apply to the Associate, 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 7.14 — Imposition of Other Requirements




     The Company reserves the right to impose other requirements on the RSUs and the Shares
acquired upon vesting of the RSUs, 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 Associate to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.



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Section 7.15 — 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.



Section 7.16 — Code Section 409A.




     For purposes of U.S. taxpayers, it is intended that the terms of the RSUs will comply with the
provisions of Section 409A of the Code and the Treasury Regulations relating thereto so as not to
subject the Associate to the payment of additional taxes and interest under Section 409A of the
Code, and this Agreement will be interpreted, operated and administered in a manner that is
consistent with this intent. In furtherance of this intent, the Committee may adopt such
amendments to this Agreement or adopt other policies and procedures (including amendments, policies
and procedures with retroactive effect), or take any other actions, in each case, without the
consent of the Associate, that the Committee determines are reasonable, necessary or appropriate to
comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury
guidance. In that light, the Willis Group makes no representation or covenant to ensure that the
RSUs that are intended to be exempt from, or compliant with, Section 409A of the Code are not so
exempt or compliant or for any action taken by the Committee with respect thereto.



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




WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY




By:

Name:

Title:




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SCHEDULE A




Restricted Share Units 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 RSUs Granted
	 
	 	 
	 

	 	Grant Date






I accept the grant of the Restricted Share Units (“RSUs”) 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 Restricted Share Units 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




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U.S.A.




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




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SCHEDULE B




COUNTRY-SPECIFIC APPENDIX TO RESTRICTED SHARE UNITS AWARD

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 Restricted Share Unit
Award granted to the Associate under the Willis Group Holdings 2001 Share Purchase and Option Plan,
as amended from time to time (the “Plan”) if the Associate 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 Associate’s country as of July 2010. Such laws are often complex and change
frequently. As a result, the Company strongly recommends that the Associate not rely on the
information noted herein as the only source of information relating to the consequences of the
Associate’s participation in the Plan because the information may be out of date at the time the
RSUs vest under the Plan.




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




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




ARGENTINA




Notifications




Securities Law Information




Neither the RSUs nor the Shares underlying the RSUs are publicly offered or listed on any stock






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exchange in Argentina. The offer is private and not subject to the supervision of any Argentine
governmental authority.




AUSTRALIA




Terms and Conditions




RSU Payment




This provision supplements Section 2.2 of the Agreement:




The RSUs do not provide any right for the Associate to receive a cash payment and the RSUs will be
settled in Shares only.




Employee Information Supplement




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




Notifications




Securities Law Information




If the Associate acquires Shares under the Plan upon the vesting of the RSUs 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 Associate should obtain legal
advice regarding any applicable disclosure requirements prior to making any such offer.




AUSTRIA




Notifications




Exchange Control Information




If the Associate holds Shares acquired under the Plan 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 Associate sells Shares acquired under the Plan, there may be exchange control obligations
if the cash received is held outside Austria. If the transaction volume of all the Associate’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.




16









 








Consumer Protection Notice




Under certain circumstances, the Associate 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 Associate signed the
Acceptance Form; and
	 
	 	(ii)	 	The revocation must be in written form to be valid. It is sufficient if the
Associate returns the Agreement or Acceptance Form to the Company or the Company’s
representative with language which can be understood as the Associate’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 RSUs, the Associate acknowledges his or her agreement to comply with
applicable Brazilian laws and to pay any and all applicable tax associated with the RSUs and the
sale of the Shares acquired under the Plan.




Exchange Control Information




If the Associate 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
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%.




17









 








CANADA




Terms and Conditions




RSU Payment




This provision supplements Section 2.2 of the Agreement:




The RSUs do not provide any right for the Associate to receive a cash payment and the RSUs will be
settled in Shares only.




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 5 of the Agreement:




The Associate 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 Associate 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 Associate further
authorizes the Company and its Subsidiaries to record such information and to keep such information
in the Associate’s employee file.




CAYMAN ISLANDS




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.




18









 








Exchange Control and Tax Reporting Information




The Associate must comply with the exchange control and tax reporting requirements in Chile when
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 Associate is not required to repatriate funds obtained from the sale of Shares or the receipt
of any dividends. However, if the Associate 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 Associate 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 Associate 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 Associate’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.




CZECH REPUBLIC




Notifications




Exchange Control Information




Upon request of the Czech National Bank, the Associate 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 Associate acknowledges that he or she received the below Employer Statement in Danish which
sets forth the terms of his or her RSUs under the Act on Stock Options.




Notifications




19









 








Exchange Control and Tax Reporting Information




The Associate 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 Associate is required to inform the Danish
Tax Administration about the safety-deposit account. For this purpose, the Associate must file a
Declaration V (Erklaering V) with the Danish Tax Administration. Both the Associate 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
Associate 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 Associate 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
Associate must also file a Declaration K (Erklaering K) with the Danish Tax Administration. Both
the Associate 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 Associate 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





20











 





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.








21









 









	6.	 	Financial Aspects of Options and RSUs




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 acquired
Ordinary Shares, the Shares could decrease in value even below the Option Price.









22









 








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, 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.






23









 









	6.	 	Økonomiske aspekter ved Optionerne og RSU’erne




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.






24









 







FINLAND



There are no country-specific provisions.



FRANCE



Notifications



Language Consent



By accepting the RSUs, the Associate 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 Associate 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



There are no country-specific provisions.



GIBRALTAR



There are no country-specific provisions.



HONG KONG




Terms and Conditions




Securities Warning:



The RSU Award and the issuance of Shares upon vesting of the RSUs do not constitute a public offer
of securities under Hong Kong law and are available only to employees. The Agreement, Plan, the
Agreement for Restrictive Covenants and Other Obligations and other communication materials that
the Associate 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 RSUs are 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 Associate is advised to exercise caution in relation to the offer. If the
Associate is in any doubt about any of the contents of the Agreement, Plan or any other
communication materials, the Associate should obtain independent professional advice.







25









 







INDIA




Notifications




Exchange Control Information



The Associate must repatriate the proceeds from the sale of Shares and any dividends or dividend
equivalents received in relation to the Shares to India within 90 days after receipt. The
Associate 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 Associate’s responsibility to comply with applicable exchange
control laws in India.



INDONESIA




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 Associate must complete the Transfer Report Form provided by the bank. 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 U.S. dollars. Associates should check with their bank
before converting funds from the sale of Shares.



IRELAND




Terms and Conditions




RSU Payment



This provision supplements Section 2.2 of the Agreement:



The RSUs do not provide any right for the Associate to receive a cash payment and the RSUs will be
settled in Shares only.




Notifications




Director Reporting Obligation



If the Associate is a director, shadow director1 or secretary of the Company or an Irish






 




			
	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.




26









 









Subsidiary, he or she 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., RSUs,
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




Data Privacy



This provision replaces the Section 5 of the Agreement:



The Associate understands that the Company and the Employer are the Privacy Representative of the
Company in Italy and may hold certain personal information about the Associate, including, but not
limited to, the Associate’s name, home address and telephone number, date 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 RSUs or any other entitlement
to Shares awarded, canceled, vested, unvested or outstanding in the Associate’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 Associate 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 Associate’s denial to provide Personal Data would make it
impossible for the Company to perform its contractual obligations and may affect the Participant’s
ability to participate in the Plan. The Associate 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 Associate 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 Associate 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 Associate’s participation in the Plan, and that the Company
and its Subsidiaries may each






27









 







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 Associate 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 Associate’s participation in the Plan.
The Associate 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 Associate 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 applicable laws and
regulations, does not require the Associate’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 Associate understands that, pursuant to section 7 of the Legislative
Decree no. 196/2003, the Associate 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 Associate should contact the Employer.
Furthermore, the Associate 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 Associate’s human resources department.




Plan Document Acknowledgement



The Associate acknowledges that the Associate has read and specifically and expressly approves of
the following sections of the Agreement: Article II, Grant of the Restricted Stock Units; Article
III, Period of Vesting; Article IV, Additional Terms and Conditions of the RSU; Article VI,
Agreement for Restrictive Covenants and Other Obligations; Section 7.2, RSUs Not Transferable;
Section 7.8, Governing Law; Section 7.9, Jurisdiction, Section 7.10 Electronic Delivery; Section
7.11 Language; Section 7.13, Schedule B, Section 7.14 Imposition of Other Requirements and the Data
Privacy section of this Schedule B.






28









 








Notifications




Exchange Control Information



The Associate 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 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 Associate’s foreign
investments or investments held outside of Italy. The Associate 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 Associate’s behalf.



KOREA




Terms and Conditions




Exchange Control Requirements



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



JAPAN



There are no country-specific provisions.



MEXICO




Terms and Conditions



The following sections supplement Sections 2.2 and 4.1 of the Agreement:




Modification



By accepting the RSUs, the Associate 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 RSUs 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 RSUs does not,
in any way, establish an employment relationship between the Associate and the Company since the
Associate is participating in the Plan on a wholly commercial basis and the






29









 







sole employer is [INSERT NAME OF SUBSIDIARY(IES) IN MEXICO], nor does it establish any rights
between the Associate and the Employer.




Plan Document Acknowledgment.



By accepting the RSUs, the Associate acknowledges that the Associate 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 Associate further acknowledges that the Associate has read and specifically and
expressly approves the terms and conditions in Sections 2.2 and 4.1 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 vesting of the RSUs.



Finally, the Associate 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 Associate’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 2.2 y 4.1 de
este Acuerdo:



Modificación: Al aceptar las Unidades de Acción Restringida, el Asociado 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 Unidades de Acción Restringida 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 Asociado.



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 Unidades de
Acción Restringida no establece de forma alguna una relación de trabajo entre el Asociado y la
Compañía, ya que su participación en el Plan es completamente comercial y el único empleador es
[INSERT NAME OF SUBSIDIARY(IES)], así como tampoco establece ningún derecho entre el Asociado y el
Empleador.



Reconocimiento del Documento del Plan. Al aceptar las Unidades de Acción Restringida , el






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Asociado 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 Asociado 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 Unidades de Acción Restringida.



Finalmente, el Asociado 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 Subsidiariascon respecto a cualquier demanda que pudiera originarse en virtud de
los Plan.



NETHERLANDS




Notifications




Securities Law Information



The Associate should be aware of the Dutch insider-trading rules, which may impact the sale of
Shares acquired under the Plan. In particular, the Associate may be prohibited from effectuating
certain transactions if the Associate 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 Associate has such
inside information.



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






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NEW ZEALAND



There are no country-specific provisions.



NORWAY



There are no country-specific provisions.



PERU




Notifications




Securities Law Information



The RSU Award 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




Notifications




Exchange Control Information



If the Associate acquires Shares under the Plan 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 Associate.




Terms and Conditions




Language Consent



This provision supplements Section 7.11 of the Agreement:



The Associate 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.






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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).



SINGAPORE




Notifications




Securities Law Information



The RSUs are being granted to the Associate 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 Associate should note that such RSU is subject to section 257 of the SFA and the Associate will
not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the
Shares underlying the RSU 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 Associate is a director, associate director or shadow director of a Singapore Subsidiary,
the Associate 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
Associate receives an interest (e.g., RSUs, Shares) in the Company or any related companies.
Please contact the Company to obtain a copy of the notification form. In addition, the Associate
must notify the Singapore Subsidiary when the Associate sells any Shares (including when the
Associate 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 Associate’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 RSUs, the Associate agrees to notify his or her Employer of the amount of income
realized at vesting of the RSUs. If the Associate fails to advise his or her Employer of the
income at vesting, he or she may be liable for a fine. The Associate will be responsible for
paying any difference between the actual tax liability and the amount withheld.




Notifications




Exchange Control Information




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The Associate 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 Associate is responsible for ensuring compliance with all exchange control laws in South
Africa.



SPAIN




Terms and Conditions




Nature of Grant



This provision supplements Sections 2.2 and 4.1 of the Agreement:



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



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



In particular, the Associate understands and agrees that the RSUs will be forfeited without
entitlement to the underlying Shares or to any amount as indemnification in the event of a
termination of the Associate’s employment prior to vesting 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 Associate understands that the Company has unilaterally, gratuitously and
discretionally decided to grant the RSUs under the Plan to individuals who may be employees of the
Willis Group. 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 Willis Group on an ongoing
basis. Consequently, the Associate understands that the RSUs are granted on the assumption and
condition that the RSUs and the Shares underlying the RSUs 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 Associate understands that the grant of the RSU Award
would not be made to the Associate but for the assumptions and conditions referred to above; thus,
the Associate 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 Associate of an
RSU Award shall be null and void.






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Notifications




Securities Law Information



The RSUs 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 Associate 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
Associate 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 Associate must inform the financial institution receiving the payment of the
basis upon which such payment is made. The Associate will need to provide the institution with the
following information: (i) the Associate’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 RSU Award is considered a private offering in Switzerland; therefore, it is not subject to
registration.



TAIWAN




Notifications




Exchange Control Information



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






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UNITED KINGDOM




Terms and Conditions




RSU Payment



This provision supplements Section 2.2 of the Agreement:



The RSUs do not provide any right for the Associate to receive a cash payment and the RSUs will be
settled in Shares only.




Tax Withholding Obligations



The following provisions supplement Section 2.5 of the Agreement:



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



The Associate agrees that if he or she does not pay or the Employer or the Company does not
withhold from the Associate the full amount of Tax-Related Items that the Associate owes at
vesting, or the release or assignment of the RSUs for consideration, or the receipt of any other
benefit in connection with the RSUs (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
Associate to the Employer, effective 90 days after the Taxable Event. The Associate 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 Associate, 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
Associate by the Employer, by withholding in Shares issued at vesting or from the cash proceeds
from the sale of Shares or by demanding cash or a check from the Associate. The Associate also
authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in
full.



The Associate 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 2.5 of the
Agreement, although the Associate acknowledges that the Associate ultimately will be responsible
for reporting any income tax or National Insurance Contributions (“NICs”) due on this additional
benefit directly to HMRC under the self-assessment regime.






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Joint Election



If the Associate is a U.K. tax resident, the grant of the RSU Award is conditional upon the
Associate 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 vesting, assignment,
release or cancellation of any RSU. The Employer NICs may be collected by the Company or the
Employer using any of the methods described in Section 2.5 of the Agreement. Without prejudice to
the foregoing, the Associate 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 Associate. The
Associate further agrees to execute such other joint elections as may be required between the
Associate and any successor to the Company and/or the Employer. If the Associate does not make an
Election prior to the vesting of the RSUs 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 RSUs shall become null and void without any liability to the Company and/or the
Employer and will not vest.



UNITED STATES OF AMERICA




Notifications



Exchange Control Information. If the Associate holds assets (i.e., RSUs, 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 Associate 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 the Associate’s account meet the US$10,000 threshold.





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