exv10w44






Exhibit 10.44




willis



February xx, 2011




Dear



I am pleased to inform you that you will receive a bonus in the total amount of [amount], less
legally required withholdings. This amount will be distributed to you in two portions: (a) a
payment in the amount of $                     , to be distributed to you on the date that
Willis1 normally distributes annual bonus payments to its associates and (b) in a Willis
Retention Award payment in the amount of $                     , less legally required withholdings. The Award
is subject to the following terms and conditions:





	•	 	You must be employed by Willis on the date that the Willis
Retention Award would normally be distributed to be eligible to
receive such payment and you must have signed and returned this
letter as indicated below.
	 
	•	 	If your employment with Willis ends prior to December 31, 2013
for any reason other than your incapacity to work due to your
permanent disability (as “disability” or a substantially similar
term is defined within an applicable Willis long term disability
plan/policy), death, your redundancy (as redundancy is
determined by Willis in accordance with its usual human resource
administration practices) or your retirement2, you
will be obligated to repay to Willis a pro-rata portion of the
amount of the Willis Retention Award (the “Repayment
Obligation”) — such Repayment Obligation must be promptly
satisfied, as more fully explained below. The amount of your
Repayment Obligation will be calculated by reducing the amount
of the Willis Retention Award by a sum equal to
1/36th of your Willis Retention Award for each
calendar month of employment you complete with Willis after
January 1, 2011.
	 
	•	 	By signing this letter, you irrevocably authorize Willis (to the
extent allowed by applicable law and at Willis’ discretion and
option) to withhold from any salary payments and/or other
payment(s), as may be due to you from Willis at the time of
and/or after your employment ends, such amount as necessary to
satisfy, but not exceed, any Repayment Obligation you may have
to Willis at the end of your employment. If such withholding is
insufficient to satisfy such Repayment Obligation, or if Willis
for any reason does not make any such withholding, you agree to
pay to Willis an amount equal to your unsatisfied Repayment
Obligation within 30 days of Willis’s written request for such
payment.
	 
	•	 	This letter shall be governed by the laws applicable to the
place in which you are assigned a regular office location by
Willis. If any provision of this letter is found to be invalid
or unenforceable by or under any applicable law, the other
provisions shall remain in full force and effect and shall not
be invalidated.




To be eligible to receive the Willis Retention Award described above, please sign and return one
copy of this letter as outlined below. I will then take the necessary steps to process your Willis
Retention Award.



Sincerely,



Vic Krauze



Please sign, date and return this letter (retaining a copy for your records) to Tina Secrist,
Nashville, US Payroll at the following email address: Bonus Agreement@willis.com, or Linda
Robinson (Montreal, Canada Payroll) for processing in the next available payroll run. If you do
not sign and return this letter before March 8, 2011, Willis reserves its rights, to the full
extent allowed by applicable law, to withdraw your Willis Retention Award. By signing below, you
provide your agreement to accept, abide by and be bound by the terms and conditions above. The
signing of this letter by the parties via facsimile signatures shall be deemed the same as original
signatures.




	 	 	 	 	 	 	 

	Signature:

	 	 
	 	Date:
	 	 
	 

	 	 
	 	 	 	 




«Full_First_Name» «Full_Surname» — «ID»






 




			
	1	 	As used in this letter, “Willis” refers to
that Willis legal entity by which you are employed as of the date of this
letter.
	 
	2	 	To the extent applicable and practicable,
“retirement” will be defined by either (i) your employment agreement (i.e., if
you are subject to an employment agreement which defines retirement or a
substantially similar term) or (ii) a written retirement policy applicable to
you as a Willis employee or (iii) by reference to the ending of your employment
at such mandatory age as may apply in the applicable employment jurisdiction or
(iv) as may be determined by Willis in its absolute discretion.



















 





willis




Today’s Date



Dear Name,



I am pleased to inform you that you will receive a Willis Retention Award payment in the amount of
«Willis_Award_Amount_1», less legally required withholdings. The Award is subject to the following
terms and conditions:





	•	 	You must be employed by Willis1 on the date that the
Willis Retention Award would normally be distributed to be
eligible to receive such payment and you must have signed and
returned this letter as indicated below.
	 
	•	 	If your employment with Willis ends prior to December 31, 2013
for any reason other than your incapacity to work due to your
permanent disability (as “disability” or a substantially similar
term is defined within an applicable Willis long term disability
plan/policy), death your redundancy (as redundancy is determined
by Willis in accordance with its usual human resource
administration practices, or your retirement2, you
will be obligated to repay to Willis a pro-rata portion of the
amount of the Willis Retention Award (the “Repayment
Obligation”) — such Repayment Obligation must be promptly
satisfied, as more fully explained below. The amount of your
Repayment Obligation will be calculated by reducing the amount
of the Willis Retention Award by a sum equal to
1/36th of your Willis Retention Award for each
calendar month of employment you complete with Willis after
January 1, 2011.
	 
	•	 	By signing this letter, you irrevocably authorize Willis (to the
extent allowed by applicable law and at Willis’s discretion and
option) to withhold from any salary payments and/or other
payment(s), as may be due to you from Willis at the time of
and/or after your employment ends, such amount as necessary to
satisfy, but not exceed, any Repayment Obligation you may have
to Willis at the end of your employment. If such withholding is
insufficient to satisfy such Repayment Obligation, or if Willis
for any reason does not make any such withholding, you agree to
pay to Willis an amount equal to your unsatisfied Repayment
Obligation within 30 days of Willis’s written request for such
payment.
	 
	•	 	This letter shall be governed by the laws applicable to the
place in which you are assigned a regular office location by
Willis. If any provision of this letter is found to be invalid
or unenforceable by or under any applicable law, the other
provisions shall remain in full force and effect and shall not
be invalidated.




To be eligible to receive the Willis Retention Award described above, please sign and return one
copy of this letter as outlined below. I will then take the necessary steps to process your Willis
Retention Award.



Sincerely,




Vic Krauze



Please sign, date and return this letter (retaining a copy for your records) to Tina Secrist,
Nashville, US Payroll at the following email address: Bonus Agreement@willis.com, or Linda
Robinson (Montreal, Canada Payroll) for processing in the next available payroll run. If you do
not sign and return this letter before March 8, 2011, Willis reserves its rights, to the full
extent allowed by applicable law, to withdraw your Willis Retention Award. By signing below, you
provide your agreement to accept, abide by and be bound by the terms and conditions above. The
signing of this letter by the parties via facsimile signatures shall be deemed the same as original
signatures.




	 	 	 	 	 	 	 

	Signature:

	 	 
	 	Date:
	 	 
	 

	 	 
	 	 	 	 





«Full_First_Name» «Surname» — «ID»

«Division», «TL5», «TL6», «Location_Description»






 




			
	1	 	As used in this letter, “Willis” refers to
that Willis legal entity by which you are employed as of the date of this
letter.
	 
	2	 	To the extent applicable and practicable,
“retirement” will be defined by either (i) your employment agreement (i.e., if
you are subject to an employment agreement which defines retirement or a
substantially similar term) or (ii) a written retirement policy applicable to
you as a Willis employee or (iii) by reference to the ending of your employment
at such mandatory age as may apply in the applicable employment jurisdiction or
(iv) as may be determined by Willis in its absolute discretion.



















 





willis



February xx, 2011



Dear



I am pleased to inform you that you will receive a bonus in the total amount of [amount], less
legally required withholdings. This amount will be distributed to you in two portions: (a) a
payment in the amount of $                     , to be distributed to you on the date that
Willis1 normally distributes annual bonus payments to its associates and (b) in a Willis
Retention Award payment in the amount of $                     , less legally required withholdings. The Award
is subject to the following terms and conditions:





	•	 	You must be employed by Willis on the date that the Willis
Retention Award would normally be distributed to be eligible to
receive such payment and you must have signed and returned this
letter as indicated below.
	 
	•	 	If your employment with Willis ends prior to December 31, 2012
for any reason other than your incapacity to work due to your
permanent disability (as “disability” or a substantially similar
term is defined within an applicable Willis long term disability
plan/policy), death, your redundancy (as redundancy is
determined by Willis in accordance with its usual human resource
administration practices) or your retirement2, you
will be obligated to repay to Willis a pro-rata portion of the
amount of the Willis Retention Award (the “Repayment
Obligation”) — such Repayment Obligation must be promptly
satisfied, as more fully explained below. The amount of your
Repayment Obligation will be calculated by reducing the amount
of the Willis Retention Award by a sum equal to
1/24th of your Willis Retention Award for each
calendar month of employment you complete with Willis after
January 1, 2011.
	 
	•	 	By signing this letter, you irrevocably authorize Willis (to the
extent allowed by applicable law and at Willis’ discretion and
option) to withhold from any salary payments and/or other
payment(s), as may be due to you from Willis at the time of
and/or after your employment ends, such amount as necessary to
satisfy, but not exceed, any Repayment Obligation you may have
to Willis at the end of your employment. If such withholding is
insufficient to satisfy such Repayment Obligation, or if Willis
for any reason does not make any such withholding, you agree to
pay to Willis an amount equal to your unsatisfied Repayment
Obligation within 30 days of Willis’s written request for such
payment.
	 
	•	 	This letter shall be governed by the laws applicable to the
place in which you are assigned a regular office location by
Willis. If any provision of this letter is found to be invalid
or unenforceable by or under any applicable law, the other
provisions shall remain in full force and effect and shall not
be invalidated.




To be eligible to receive the Willis Retention Award described above, please sign and return one
copy of this letter as outlined below. I will then take the necessary steps to process your Willis
Retention Award.



Sincerely,



Vic Krauze



Please sign, date and return this letter (retaining a copy for your records) to Tina Secrist,
Nashville, US Payroll at the following email address: Bonus Agreement@willis.com, or Linda
Robinson (Montreal, Canada Payroll) for processing in the next available payroll run. If you do
not sign and return this letter before March 8, 2011, Willis reserves its rights, to the full
extent allowed by applicable law, to withdraw your Willis Retention Award. By signing below, you
provide your agreement to accept, abide by and be bound by the terms and conditions above. The
signing of this letter by the parties via facsimile signatures shall be deemed the same as original
signatures.




	 	 	 	 	 	 	 

	Signature:

	 	 
	 	Date:
	 	 
	 

	 	 
	 	 	 	 




«Full_First_Name» «Full_Surname» — «ID»






 




			
	1	 	As used in this letter, “Willis” refers to
that Willis legal entity by which you are employed as of the date of this
letter.
	 
	2	 	To the extent applicable and practicable,
“retirement” will be defined by either (i) your employment agreement (i.e., if
you are subject to an employment agreement which defines retirement or a
substantially similar term) or (ii) a written retirement policy applicable to
you as a Willis employee or (iii) by reference to the ending of your employment
at such mandatory age as may apply in the applicable employment jurisdiction or
(iv) as may be determined by Willis in its absolute discretion.