exv10w22






Exhibit 10.22




Willis Partners Plan




OPTION AGREEMENT



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



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



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



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



ARTICLE I




DEFINITIONS



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


Section 1.1 - Adjusted Earnings Per Share




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


Section 1.2 - Adjusted Operating Margin




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


Section 1.3 - Board




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


Section 1.4 - Cause




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



 









 




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



Section 1.5 - Committee




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


Section 1.6 - Earned Date




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


Section 1.7 - Earned Performance Shares




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


Section 1.8 - Good Reason




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



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Section 1.9 - Grant Date




     “Grant Date” shall be May 6, 2008.


Section 1.10 - Option




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


Section 1.11 - Option Exercise Price




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


Section 1.12 - Permanent Disability




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


Section 1.13 - Plan




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


Section 1.14 - Pronouns




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


Section 1.15 - Secretary




     “Secretary” shall mean the Secretary of the Company.


Section 1.16 - Shares or Common Shares




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


Section 1.17 - Subsidiary




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



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ARTICLE II




GRANT OF OPTIONS


Section 2.1 - Grant of Options




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



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


Section 2.2 - Exercise Price




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


Section 2.3 - Employment Rights




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


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




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



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Section 2.5 - Employer Costs




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



ARTICLE III




PERIOD OF EXERCISABILITY


Section 3.1 - Commencement of Earning



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





	(b)	 	The performance conditions are:





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



     (ii) One-sixth of the Shares subject to the Option shall become Earned Performance Shares with
effect from the Earned Date in respect of the year ending December 31, 2009 if in respect of 2009
the Company achieves an Adjusted Earnings Per Share of not less than $3.30 and further one-sixth of
the Shares subject to the Option shall become Earned Performance Shares if in respect of 2009 the
Company achieves an Adjusted Operating Margin of not less than 26%. Shares that are eligible to
become Earned Performance Shares by virtue of this sub-section shall be known as “2009 Performance
Shares”;



     (iii) One-sixth of the Shares subject to the Option shall become Earned Performance Shares
with effect from the Earned Date in respect of the year ended December 31, 2010 if in respect of
2010 the Company achieves an Adjusted Earnings Per Share of not less than $4.00 and further
one-sixth of the Shares subject to the Option shall become Earned Performance Shares if in respect
of 2010 the Company achieves an Adjusted Operating Margin of not less than 28%. Shares that are
eligible to become Earned Performance Shares by virtue of this sub-section shall be referred to as
“2010 Performance Shares”;



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     (iv) The 2008 and 2009 Performance Shares that are subject to the achievement of an Adjusted
Earnings Per Share target and have not become Earned Performance Shares in accordance with
sub-sections (b)(i) and (b)(ii) above will become Earned Performance Shares with effect from the
Earned Date in respect of the year ending December 31, 2010 if the Adjusted Earnings Per Share
target for 2010 of not less than $4.00 is achieved.



     (v) The 2008 and 2009 Performance Shares that are subject to the achievement of an Adjusted
Operating Margin target and have not become Earned Performance Shares in accordance with
sub-sections (b)(i) and (b)(ii) above will become Earned Performance Shares with effect from the
Earned Date in respect of the year ending December 31, 2010 if the Adjusted Operating Margin target
for 2010 of not less than 28% is achieved.



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


Section 3.2 - Commencement of Vesting and Exercisability




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



	 	 	 	 	 
	 	 	Percentage of Earned Performance
	 	 	Shares
	Third anniversary of date of grant
	 	 	50	%
	 

	Fourth anniversary of date of grant
	 	 	25	%
	 

	Fifth anniversary of date of grant
	 	 	25	%






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



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



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


Section 3.3 - Expiration of Options





	 	(a)	 	The Option shall immediately lapse upon:






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




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




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




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




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






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




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




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




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




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



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ARTICLE IV




EXERCISE OF OPTION


Section 4.1 - Person Eligible to Exercise




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


Section 4.2 - Partial Exercise




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


Section 4.3 - Manner of Exercise




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




	 	(a)	 	Notice in writing signed by Optionee or the other person then entitled to
exercise the Option or portion thereof, stating that the Option or portion thereof is
thereby exercised, such notice complying with all applicable rules established by the
Board and made available to Optionee (or such other person then entitled to exercise
the Option);
	 
	 	(b)	 	Full payment (in cash, by cheque, electronic transfer, by way of a cashless
exercise as approved by the Company, by way of surrender of Shares to the Company or by
a combination thereof) for the Shares with respect to which such Option or portion
thereof is exercised;
	 
	 	(c)	 	Full payment to the Company or any Subsidiary (“Group Member”) by which
Optionee is employed, of all amounts which, under federal, state or local law, it is
required to withhold upon exercise of the Option; and
	 
	 	(d)	 	In a case where any Group Member is obliged to (or would suffer a disadvantage
if it were not to) account for any tax (in any jurisdiction) for which Optionee is
liable by virtue of the exercise of the Option and/or for any social security
contributions recoverable from the person in question (together, the “Tax Liability”),
Optionee has either:






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



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




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





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


Section 4.4 - Conditions to Issuance of Share Certificates




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



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



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


Section 4.5 - Rights as Shareholder




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



ARTICLE V




AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS


Section 5 - Restrictive Covenants and Other Obligations





     In consideration of the grant of an Option, Optionee shall enter into the Agreement of
Restrictive Covenants and Other Obligations, a copy of which is attached hereto as Schedule
B. In the event Optionee does not sign and return the Agreement of Restrictive Covenants
and Other Obligations within 45 days of the Grant Date the



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Options shall lapse pursuant to section 3.3(a)(ii). If no such agreement is required,
Schedule B shall state none or not applicable.



ARTICLE VI




MISCELLANEOUS


Section 6.1 - Administration




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


Section 6.2 - Options Not Transferable




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


Section 6.3 - Binding Effect




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


Section 6.4 - Notices




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


Willis Group Holdings Limited

c/o Willis Group Limited

51 Lime Street

London England EC3M 7DQ

Attention: Company Secretary



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







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     By a notice given pursuant to this Section 6.4, either party may hereafter designate a
different address for notices to be given to him. Any notice that is required to be given to
Optionee shall, if Optionee is then deceased, be given to Optionee’s personal representatives if
such representatives have previously informed the Company of their status and address by written
notice under this Section 6.4. Any notice shall have been deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a
post office or branch post office regularly maintained by the United States Postal Service or the
United Kingdom’s Post Office or in the case of a notice given by an Optionee resident outside the
United States of America or the United Kingdom, with a recognized international courier service.


Section 6.5 - Titles




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


Section 6.6 - Applicability of Plan




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


Section 6.7 - Amendment




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


Section 6.8 - Governing Law



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



Section 6.9 - Jurisdiction



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







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Section 6.10 - Counterparts




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



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



	 	 	 	 	 	 	 
	 	 	WILLIS GROUP HOLDINGS LIMITED	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael P Chitty	 	 
	 

	 	Name:
	 	 

Michael P Chitty
	 	 
	 

	 	Title:
	 	Company Secretary	 	 







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