Exhibit 10.1


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


(Performance-Based
Vesting)


 


Towers
Watson & Co.


2009 Long
Term Incentive Plan


 


This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), made as
of this          day of
                      ,
20    , between Towers Watson & Co., a Delaware
corporation (the “Company”), and [NAME] (the “Participant”), is made pursuant
to the terms of the Company’s 2009 Long Term Incentive Plan (the “Plan”).  Capitalized terms used herein but not defined
shall have the meanings set forth in the Plan.


 


Section 1.               Restricted
Stock Unit Award.  The Company grants
to the Participant, on the terms and conditions hereinafter set forth, an award
(the “Award”) of           
restricted stock units (the “RSUs”), effective as of the date hereof.  The RSUs are notional, non-voting units of
measurement based on the Fair Market Value of the Common Stock, which will
entitle the Participant to receive a payment, subject to the terms hereof, in
shares of Class A Common Stock  of
the Company, as provided in Section 6 hereof.


 


Section 2.               Vesting
of RSUs.  The Participant shall have
the right to become vested in a number of RSUs based upon the achievement of
specified levels of financial performance during the period from July 1,
2010 through June 30, 2013 (the “Performance Period”), as set forth in
Appendix A hereto, provided in addition that the Participant remains in
continuous Service through the end of the Performance Period.  Any RSUs that become vested shall thereafter
be payable in accordance with Section 6 hereof.


 


Section 3.               Forfeiture
of RSUs.  Subject to Section 4
hereof, any RSUs for which the continued Service or financial performance
requirements under Section 2 (and Appendix A) hereof have not been
satisfied as of the end of the Performance Period shall be immediately
forfeited and automatically cancelled without further action of the Company.


 


Section 4.               Change
in Control.  Pursuant to Section 12
of the Plan, and notwithstanding any provisions of this Award Agreement to the
contrary, in the event of a Change of Control occurring during the Performance
Period and while the Participant remains in Service, the number of RSUs that
may become payable shall be determined at the 100% target level
(       RSUs), but vesting and payment of the
RSUs shall remain subject to the Participant’s continued Service through the
last day of the Performance Period; provided that, if the Participant’s Service
is terminated without Cause upon or within twelve (12) months following the
Change in Control, any RSUs that have not previously been forfeited shall
immediately become vested, and payment shall be made within ten (10) days
following the date of such termination, and as otherwise provided in Section 6
hereof.  For purposes of this Agreement,
termination for “Cause” means the Participant’s termination of Service due to: (i) persistent
neglect or negligence in the performance of the Participant’s employment
duties; (ii) persistent unexcused absenteeism, (iii) breach of the
Company’s Code of Business Conduct or related policies, (iv) conviction
(including pleas of guilty or no contest) for any act of fraud,
misappropriation or embezzlement, (v) any deliberate and material breach
of fiduciary duty to the Company or other conduct that leads to the material
damage or prejudice of the Company, or (vi) illegal use of controlled
dangerous substances or 


 

















 


use of alcohol to such extent as to have a material adverse effect on
the Participant’s performance of his or her duties with respect to the
Company.  The Company shall have the
power to determine whether the Participant has been terminated for Cause and
the date upon which such termination for Cause occurs.


 


Section 5.               Dividend
Equivalent Rights.  In the event that
any dividends are paid on shares of Common Stock during the term hereof, the
Participant shall be credited with dividend equivalent rights in respect of the
dividends paid on the shares of Common Stock subject to the RSUs
hereunder.  Such dividend equivalent
rights will accumulate as additional RSUs, subject to the terms hereof.  All such dividend equivalent rights shall be
subject to the same vesting requirements that apply to the RSUs from which the
dividend equivalent rights are derived.


 


Section 6.               Payment
of Award


 


(a)           General.  Subject to the provisions of Section 6(c) hereof,
payment with respect to the vested RSUs shall be made in shares of Class A
Common Stock of the Company, within two and one-half months following the end
of the Performance Period (or ten (10) days following the date of termination
of Service, if applicable under Section 4 hereof).


 


(b)           Withholding.  The RSUs shall be paid to the Participant
after deduction of applicable Federal, state and local income taxes and other
amounts required by law to be paid or withheld (the “Withholding Taxes”) in the
amount determined by the Company, provided that such amount shall not exceed
the Participant’s estimated federal, state and local tax obligation with
respect to payment in respect of the RSUs. 
In lieu of the foregoing, the Company may allow the Participant to pay
the Withholding Taxes to the Company in Common Stock, cash or such other form
as approved by the Company.


 


(c)           Payments to “Specified
Employees” Under Certain Circumstances. 
Notwithstanding the provisions of Section 4 and Section 6(a) hereof,
if the Participant is deemed a “specified employee” (as such term is described
in section 409A of the Code and the treasury regulations thereunder) at a time
when such Participant becomes eligible for payments upon a “separation from
service” with the Company or any of its subsidiaries, such payments shall be
made to the Participant on the date that is six (6) months following such “separation
from service,” or upon the Participant’s death, if earlier.


 


Section 7.               Restrictions
on Transfer.  Neither this Agreement
nor any RSUs covered hereby may be sold, assigned, transferred, encumbered,
hypothecated or pledged by the Participant, other than to the Company.


 


Section 8.               Investment
Representation.  Upon the acquisition
of the RSUs or Common Stock at a time when there is not in effect a
registration statement under the Securities Act of 1933 relating to the Common
Stock, the Participant hereby represents and warrants, and by virtue of such
acquisition shall be deemed to represent and warrant, to the Company that the
RSUs or Common Stock shall be acquired for investment and not with a view to
the distribution thereof, and not with any present intention of distributing
the same, and the Participant shall provide the Company with such further
representations and warranties as the Company may require in order to 


 


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ensure compliance with applicable federal and state securities, blue
sky and other laws.  No RSUs or Common
Stock shall be acquired unless and until the Company and/or the Participant
shall have complied with all applicable federal or state registration, listing
and/or qualification requirements and all other requirements of law or of any
regulatory agencies having jurisdiction, unless the Committee has received
evidence satisfactory to it that the Participant may acquire the RSUs or Common
Stock pursuant to an exemption from registration under the applicable
securities laws.  Any determination in
this connection by the Committee shall be final, binding and conclusive.  The Company reserves the right to legend any
certificate or book entry representation of the Common Stock conditioning sales
of such shares upon compliance with applicable federal and state securities
laws and regulations.


 


Section 9.               Adjustments.  The RSUs granted hereunder shall be subject
to the provisions of Section 4.3 of the Plan relating to adjustments for
recapitalizations, reclassifications and other changes in the Company’s
corporate structure.


 


Section 10.             No
Right of Continued Employment. 
Nothing in the Plan or this Agreement shall confer upon the Participant
any right to continued Service or to interfere in any way with any right of the
Company to terminate the Participant’s Service at any time.


 


Section 11.             Limitation
of Rights.  The Participant shall not
have any privileges of a shareholder of the Company with respect to the RSUs
awarded hereunder, including without limitation any right to vote shares
underlying the RSUs or to receive dividends or other distributions in respect
thereof (except for the dividend equivalent rights provided in Section 5
hereof), until the date of the issuance to the Participant of a share of Common
Stock in payment of the RSUs.


 


Section 12.             Notices.  Any notice hereunder by the Participant shall
be given to the Company in writing and such notice shall be deemed duly given
only upon receipt thereof by the Company, delivered to Towers Watson &
Co., 901 N. Glebe Road, Arlington, VA 22203, Attention: Treasurer.  Any notice hereunder by the Company shall be
given to the Participant in writing and such notice shall be deemed duly given
only upon receipt thereof at such address as the Participant may have on file
with the Company.


 


Section 13.             Construction.  This Agreement and the RSUs granted hereunder
are granted by the Company pursuant to the Plan and are in all respects subject
to the terms and conditions of the Plan. 
The Participant hereby acknowledges that a copy of the Plan has been
delivered to the Participant and accepts the RSUs hereunder subject to all
terms and provisions of the Plan, which are incorporated herein by
reference.  In the event of a conflict or
ambiguity between any term or provision contained herein and a term or provision
of the Plan, the Plan will govern and prevail. 
The construction of and decisions under the Plan and this Agreement are
vested in the Committee, whose determinations shall be final, conclusive and
binding upon the Participant.  The
Committee may exercise negative discretion in determining the number of RSUs
that become vested and payable pursuant to the Award.


 


Section 14.             Governing
Law.  This Agreement shall be
construed and enforced in accordance with the laws of the State of Delaware,
without giving effect to the choice of law principles thereof.


 


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Section 15.             Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.


 


Section 16.             Binding
Effect.  This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.


 


Section 17.             Entire
Agreement.  This Agreement and the
Plan constitute the entire agreement between the parties with respect to the
subject matter hereof and thereof, merging any and all prior agreements.


 


Section 18.             Foreign
Exchange Control Approval.  If any
foreign exchange control approval, consent or permission is required for the
acquisition of the RSUs, the Participant shall be responsible for obtaining all
such approvals, consents and permissions. 
The Company or any of its Subsidiaries shall not be liable to the
Participant in any manner whatsoever in the event the Participant is unable to
acquire the RSUs as a result of the Participant’s failure to obtain any
approval, consent or permission required under applicable laws of the
jurisdiction where the Participant is employed.


 


Section 19.             Arbitration.  In the event the Participant disputes or
disagrees with any determination by the Committee with respect to the RSUs, the
Plan or the Participant, the Participant may request arbitration with respect
to such decision.  The review by the
arbitrator shall be limited to determining whether the Committee’s decision was
arbitrary or capricious.  This
arbitration shall be the sole and exclusive review permitted of the Committee’s
decision, and the Participant hereby explicitly waives any right to judicial
review. Notice of demand for arbitration shall be made in writing to the
Committee within 30 days after the applicable decision by the Committee.  The arbitrator shall be selected by those
members of the Board of Directors who are neither members of the Committee nor
employees of the Company.  If there are
no such members of the Board of Directors, the arbitrator shall be selected by
the Board of Directors.  The arbitrator
shall be an individual who is an attorney licensed to practice law in the State
of Delaware.  Such arbitrator shall be
neutral within the meaning of the Commercial Rules of Dispute Resolution
of the American Arbitration Association; provided, however, that the
arbitration shall not be administered by the American Arbitration
Association.  Any challenge to the
neutrality of the arbitrator shall be resolved by the arbitrator whose decision
shall be final and conclusive.  The
arbitration shall be administered and conducted by the arbitrator pursuant to
the Commercial Rules of Dispute Resolution of the American Arbitration
Association.  The decision of the
arbitrator on the issue(s) presented for arbitration shall be final and
conclusive and may be enforced in any court of competent jurisdiction.


 


[SIGNATURES ON FOLLOWING PAGE]


 


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


 


	
   

  	
  TOWERS WATSON & CO.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant’s
  Signature

  	
  Date

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Participant’s
  Name

  
	
   

  	
  address

  
	
   

  	
  address

  
				



 


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