exv10w2






Exhibit 10.2




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)



FORM
OF PERFORMANCE BASED OPTION AGREEMENT



     THIS OPTION 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 “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 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 the Option (as hereinafter
defined) provided for herein to the Optionee as an incentive for increased efforts on the part of
the Optionee during the Optionee’s employment with the Company or its Subsidiaries, and has advised
the Company thereof and instructed the undersigned officer to prepare 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 - Act




     “Act” shall mean the Companies Act 1963 of Ireland.




Section 1.2  - 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 issued by the Company.



1









 





Section 1.3 - Adjusted Operating Margin




     “Adjusted Operating Margin” shall mean the adjusted operating margin as stated by the Company
in its annual financial results as issued by the Company.



Section 1.4 - Board




     “Board” shall mean the board of directors of the Company.




Section 1.5 - Cause




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


Section 1.6 - Committee




     “Committee” shall mean 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 1.7 - Earned Date




     “Earned Date” shall mean the date that the annual financial results of the Company are issued
by the Company.


Section 1.8 - 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 or as otherwise determined by the
Committee, have been achieved and shall become exercisable as set out in Section 3.2.


Section 1.9 - Grant Date




     “Grant Date” shall mean [INSERT DATE].



2









 




Section 1.10 - Option




     “Option” shall mean the option to purchase Ordinary Shares of the Company granted in
accordance with this Agreement and the Plan.


Section 1.11 - Exercise Price




     “Exercise Price” shall mean the exercise price of the Option set forth in Schedule A to 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 2001 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 Ordinary Shares




     “Shares” or “Ordinary Shares” means ordinary shares of the Company, which may be authorised
but unissued.


Section 1.17 - Subsidiary




     “Subsidiary” shall mean with respect to the Company, any subsidiary of the Company within the
meaning of Section 155 of the Act. For purposes of granting share options or any other “stock
rights,” within the meaning of Section 409A of the Code, an entity shall not be considered a
Subsidiary if granting any such share right would result in the share right becoming subject to
Section 409A of the Code. For purposes of granting U.S. incentive stock options, an entity shall
not be considered a Subsidiary if it does not also meet the requirements of Section 424(f) of the
Code.


Section 1.18
- Willis Group




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



3









 





ARTICLE II




GRANT OF OPTIONS


Section 2.1 - Grant of Options




     On and as of the Grant Date, the Company grants to the 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 and the Plan, including any country-specific terms and
conditions set forth in Schedule B to this Agreement. In circumstances where Optionee is required
to enter into the Agreement of Restrictive Covenants and Other Obligations set forth in Schedule C,
the Optionee agrees that the grant of an Option pursuant to this Agreement is sufficient
consideration for the 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 the 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. The Option and the Optionee’s participation in the
Plan will not be interpreted to form an employment agreement with the Company or any Subsidiary.
The 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 vest in or exercise any Option 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 Optionee 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 Options Pursuant to Merger, Consolidation, etc.




     Subject to Sections 8 and 9 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 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 and/or the amount of consideration as to which or for
which, as the case may be. The Committee, in its sole discretion, may make an



4









 




appropriate and equitable adjustment to the Shares underlying such Option, and/or portions
thereof then unexercised, shall be exercisable. Any such adjustment or determination made by the
Committee shall be final and binding upon the Optionee, the Company and all other interested
persons.




ARTICLE III




PERIOD OF EXERCISABILITY


Section 3.1 - Commencement of Earning




     (a) Subject to 3.1(b) and 3.2(a), the Shares subject to Option shall become Earned Performance
Shares subject to the Optionee being in the employment of the Company or any Subsidiary at each
respective vesting date and provided the performance conditions applicable are achieved.



     (b) Shares subject to the Option shall become Earned Performance Shares with effect from the
Earned Date for the year ending [INSERT DATE] if in respect of the year ending [INSERT DATE],
the Company achieves an Adjusted Earnings Per Share of not less than $[INSERT VALUE] and an
Adjusted Operating Margin of not less than [INSERT PERCENTAGE].



     (c) Optionee understands and agrees that the terms under which the Option shall become Earned
Performance Shares as described in Section 3.1(b) above is confidential and the Optionee
agrees not to disclose, reproduce or distribute such confidential information concerning the
Company, except as required in the course of the Optionee’s employment with the Company or one of
its Subsidiaries, without the prior written consent of the Company. The Optionee’s failure to
abide by this condition may result in the immediate cancellation of the Option.



     (d) All Shares subject to the Option shall be forfeited if and immediately upon the Company
failing to meet any of the performance conditions set out in 3.1(b) above.


Section 3.2 - Commencement of Vesting and Exercisability




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



	 	 	 
	 	 	Percentage of Earned
	Vesting Date	 	Performance Shares
	Second anniversary of Grant Date

[INSERT
DATE]

	 	[ ]%
	 
	 	 
	Third anniversary of Grant Date
 [INSERT
DATE]

	 	[ ]%
	 
	 	 
	Fourth anniversary of Grant Date

[INSERT DATE]

	 	[ ]%
	 
	 	 
	Fifth anniversary of Grant Date

[INSERT DATE]

	 	[ ]%






5









 






     (b) In the event of a termination of the 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 vested and exercisable with respect to all of the Shares underlying such
Option through the time period set forth in Section 3.3 (b) below, and (ii) as of the date of
termination of employment, any portion of the Option which then has not become vested and an Earned
Performance Share shall immediately terminate and will at no time be exercisable.



     (c) Notwithstanding anything herewith to the contrary, at the discretion of the Committee, the
Option over Earned Performance Shares that have not yet vested shall immediately terminate and will
at no time become exercisable, except that the Committee may, for termination of employment for
reasons other than Cause, determine in its discretion that the Option over the Earned Performance
Shares that have not yet vested and become exercisable, shall become vested and exercisable.



     (d) In the event of a termination of the Optionee’s employment for any reason other than death
or Permanent Disability, then the Earned Performance Shares that have vested and become exercisable
and the Option in respect thereof shall remain exercisable through the time period set forth in
Section 3.3 (b) below.


Section 3.3 - Expiration of Options




     (a) The Option shall immediately lapse upon the termination of the Optionee’s employment,
subject to, and except as otherwise specified within, the terms and conditions of Section 3.2
above.



     (b) The Option over Earned Performance Shares that has 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 eighth anniversary of the Grant Date; or




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




     (iii) Ninety days after the date of any termination of the Optionee’s employment by the
Company or its Subsidiary for any reason other than (A) death or Permanent Disability or (B)
where the Committee has exercised its discretion in accordance with Section 3.2(c) above; or




     (iv) Six calendar months after the date of termination provided the Committee has
exercised its discretion pursuant to Section 3.2(c) above and termination is other than for
Cause; or




     (v) If the Committee so determines pursuant to Sections 8 or 9 of the Plan and Section
2.4 of this Agreement, the effective date of a Change of Control, merger, amalgamation
pursuant to Irish law, or other consolidation of the Company or group of



6









 







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.



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




     (i) the Optionee must execute the Agreement of Restrictive Covenants and Other
Obligations pursuant to Article VII below, if applicable, and deliver it to the Company
within 45 days of the receipt of this Agreement;




     (ii) the Optionee must execute the Option Acceptance Form and deliver it to the Company
within 45 days of the receipt of this Agreement; and




     (iii) the Optionees who are resident in the United Kingdom must execute the form of
joint election as described in terms set forth in Schedule B for the United Kingdom and
deliver it to their employing company within 45 days of the receipt of this Agreement.



     (d) The Committee may, in its sole discretion, cancel the Option, if the Optionee fails to
execute and deliver the agreements and documents within the period set forth in Section 3.3(c) or
fails to meet the requirements set forth in Section 3.1(e).



ARTICLE IV




EXERCISE OF OPTION


Section 4.1 - Person Eligible to Exercise




     During the lifetime of the Optionee, only he may exercise an Option or any portion thereof.
After the death of the Optionee, any exercisable portion of an Option may, prior to the time when
an Option becomes unexercisable under Section 3.3, be exercised by any person empowered to do so
under the 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 or the Company’s agent if so directed 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 the Optionee or the other person then entitled to exercise the
Option or portion thereof, stating that the Option or portion thereof is thereby



7









 




exercised, such notice complying with all applicable rules established by the Committee and
made available to the 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)
of the Exercise Price for the Shares with respect to which such Option or portion thereof is
exercised;



     (c) Full payment to the Company or any Subsidiary by which the Optionee is employed (the
“Employer”), of all income tax, payroll tax, payment on account, and social insurance contributions
amounts (“Tax”) which, under federal, state, local or foreign law, it is required to withhold upon
exercise of the Option; and



     (d) In a case where any Employer is obliged to (or would suffer a disadvantage if it were not
to) account for any Tax (in any jurisdiction) for which the Optionee is liable by virtue of the
Optionee’s participation in the Plan and/or any social security contributions recoverable from and
legally applicable to the Optionee (the “Tax-Related Items”), the Optionee has either:




     (i) made full payment to the Employer of an amount equal to the Tax-Related Items, or




     (ii) entered into arrangements acceptable to the Employer or another Subsidiary to
secure that such a payment is made (whether by withholding from the Optionee’s wages or
other cash compensation paid to the Optionee or from the proceeds of the sale of Shares
acquired at exercise of the Option either through a voluntary sale or through a mandatory
sale arranged by the Company (on the Optionee’s behalf pursuant to this authorization));



     (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 the Optionee, appropriate proof of the right of such person or
persons to exercise the Option.



     Without limiting the generality of the foregoing, the Committee may prior to exercise 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 U.S. Securities Exchange Act of 1934,
as amended, and may issue stop-transfer orders in the U.S. covering such Shares.


Section 4.4 - Conditions to Issuance of Shares




     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 certificates
representing such Shares or their electronic equivalents 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, federal, local or foreign
governmental agency which the Committee shall, in its absolute discretion, determine to be
necessary or advisable; and



8









 





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


Section 4.5 - Rights as Shareholder




     The Optionee 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 or their electronic
equivalent shall have been issued by the Company to the Optionee.



ARTICLE V




ADDITIONAL TERMS AND CONDITIONS OF OPTION


Section 5.1 - Nature of Grant




     In accepting the Option, the Optionee 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 grant of the Option is voluntary and occasional and does not create any contractual or
other right to receive future options, or benefits in lieu of options, even if options have been
granted repeatedly in the past;



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



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



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



     (f) the Option 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, 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 a Subsidiary;



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



     (h) if the Optionee exercises the Option and acquires Shares, the value of such Shares may
increase or decrease in value, even below the Exercise Price.


Section 5.2
- No Advice Regarding Grant




     The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding the Optionee’s participation in the Plan, or the issuance of Shares upon
exercise of the Option or sale of the Shares. The Optionee is hereby advised to



9









 




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 VI




DATA PRIVACY NOTICE AND CONSENT


Section 6 - Data Privacy




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



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



     (c) The Optionee 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 Optionee understands that the recipients of the Data may be located in the Optionee’s country
or elsewhere, and that the recipients’ country (e.g., Ireland) may have different data privacy laws
and protections from the Optionee’s country. The Optionee 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 Optionee 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 Optionee understands that Data will be held only as long as is
necessary to implement, administer and manage the Optionee’s participation in the Plan. The
Optionee 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 Optionee understands, however, that refusing or withdrawing his consent may
affect the Optionee’s ability to participate in the Plan. For more information on the consequences
of the Optionee’s refusal to consent or withdrawal of consent, the Optionee understands that he may
contact his local human resources representative.



10









 





ARTICLE VII




AGREEMENT OF RESTRICTIVE COVENANTS AND OTHER OBLIGATIONS


Section 7 - Restrictive Covenants and Other Obligations




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



ARTICLE VIII




MISCELLANEOUS


Section 8.1 - 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 Optionee, 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 Options.
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 8.2 - 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 the 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 8.2 shall not prevent transfers made solely for estate planning purposes or under
a will or by the applicable laws of inheritance.


Section 8.3 - 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 8.4 - 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:



11









 




Willis Group Holdings Public Limited Company

c/o Willis Group Limited.

51 Lime Street

London

EC3M 7DQ

Attention: Company Secretary



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




     By a notice given pursuant to this Section 8.4, 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
Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal
representatives if such representatives have previously informed the Company of their status and
address by written notice under this Section 8.4. 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 Optionee resident outside the United States of America or the United Kingdom, sent by
facsimile or by a recognized international courier service.


Section 8.5
- Titles




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


Section 8.6
- 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 8.7
- 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 8.8 - Governing Law




     This Agreement shall be governed by, and construed in accordance with the laws of Ireland
without regards to conflicts of laws; 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 8.9 - Jurisdiction




     The courts of Ireland 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



12









 




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 8.10 - 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 Optionee 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 8.11 - Language




     If the Optionee has received this Agreement, or any other document related to the Option
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 8.12 - 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 8.13
- Schedule B




     The Option shall be subject to any special provisions set forth in Schedule B for the
Optionee’s country of residence, if any. If the Optionee relocates to one of the countries
included in Schedule B during the life of the Option, the special provisions for such country shall
apply to the Optionee, 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 8.14 - Imposition of Other Requirements




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



13









 




Section 8.15 - 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.



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



	 	 	 	 	 
	 	WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




14