Exhibit 10.2


 


Towers
Watson & Co.


 


Voluntary
Deferred Compensation Plan for Non-Employee Directors


 


1.                                      Purpose


 


The purpose of the
Towers Watson & Co. Voluntary Deferred Compensation Plan for
Non-Employee Directors is to provide non-employee directors of Towers Watson &
Co. with an opportunity to defer compensation from the Company.


 


2.                                      Definitions


 


(a) “Change
in Control” shall have the meaning set forth in the
Towers Watson & Co. 2009 Long Term Incentive Plan (the “LTIP”).


 


(b)                                 The term “Committee” shall mean the
Compensation Committee of the Board of Directors of the Company.


 


(c)                                  The “Company” shall mean Towers Watson &
Co.


 


(d)                                 The term “Compensation” shall mean
cash-based or equity-based retainers, meeting fees, annual grants, initial
grants and any other remuneration arising out of the Participant’s capacity as
a non-employee director of the Company.


 


(e)                                  The term “Deferred Compensation Account”
shall mean a memorandum account established by the Company on its books.


 


(f)                                    The term “Participant” shall mean a
non-employee director of the Company.


 


(g)                                 The term “Plan” shall mean this Towers
Watson & Co. Voluntary Deferred Compensation Plan for Non-Employee
Directors.


 


(h)                                 “Section 409A” means Section 409A
of the Internal Revenue Code of 1986, as amended, and any regulations and other
guidance issued by the Internal Revenue Service thereunder.


 

















 


3.                                      Administration


 


The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company.  The Compensation Committee shall have sole
and complete authority to interpret the terms and provisions of the Plan and to
delegate various administrative tasks to appropriate officers and employees of
the Company.


 


4.                                      Eligibility


 


Non-employee
directors serving on the Company’s Board of Directors shall be eligible to
participate in the Plan.


 


5.                                      Election to Defer


 


(a)                                  A Participant
may elect in writing delivered to the Company to defer receipt of all or a
specified portion of his/her Compensation. 
Once received by the Company, an election to defer for a particular year
may not be revoked except in the event the Participant experiences an
unforeseeable emergency (as determined pursuant to Section 409A).


 


(b)                                 The election must be made prior to the
beginning of the calendar year to which the Compensation relates.  A new Participant in the Plan shall have 30
days following the date he/she first becomes eligible to participate to make an
election with respect to Compensation to be earned for the balance of the calendar
year.


 


(c)                                  The period of deferral shall be until the
Participant ceases to be a director of the Company.  Notwithstanding the foregoing, subject to Section 409A,
all amounts deferred shall be distributed and paid out upon a Change in
Control.


 


6.                                      Establishment of Deferred
Compensation Account


 


At the time of the
Participant’s initial deferral pursuant to Paragraph 5, the Company shall
establish a Deferred Compensation Account for such Participant on its books,
which Deferred Compensation Account shall distinguish between deferrals of cash
and deferrals of equity issuable under restricted stock units (RSUs) and
associated dividend equivalent rights. 
Deferred amounts shall be credited to the Participant’s Deferred
Compensation Account at the time the 


 


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Compensation would
have been paid to the Participant if no deferral election were made.  Additions shall be credited to the
Participant’s Deferred Compensation Account as provided in Paragraph 7, below.


 


7.                                      Additions to Deferred Compensation
Accounts


 


(a)                                  As of the last
day of each quarter, the balance in the deferred cash portion of a Participant’s
Deferred Compensation Account at the beginning of that quarter shall be
credited with interest using an interest factor equivalent to the prime rate of
interest reported by the Company’s primary bank as of the beginning of such
quarter.  No additions will be credited
with respect to amounts credited in the deferred cash portion of a Participant’s
Deferred Compensation Account that are paid out to the Participant prior to the
last day of each quarter.


 


(b)                                 Dividend
equivalents will accrue on the deferred RSU portion of a Participant’s Deferred
Compensation Account as of any dividend record date declared with respect to
cash dividends on the Company’s common stock and will be credited to the
deferred RSU portion of a Participant’s Deferred Compensation Account as of the
dividend payment date.  Such accrual
shall be calculated by multiplying the per share amount of the cash dividend by
the number of RSUs credited to the deferred RSU portion of the Deferred
Compensation Account on the record date for the cash dividend, dividing the
result by the closing stock price of a share of the Company’s common stock on
the date the cash dividend is paid, and rounding the result to the nearest
1/100th of a RSU as the case may be (with .005 being
rounded upwards); provided that, if a Participant’s Deferred Compensation
Account is reduced to zero in accordance with the Plan between the record date
and the payment date for such cash dividend, then, in lieu of such adjustment
to the Participant’s Deferred Compensation Account, the dividend equivalent
amount with respect to such record date will be determined by multiplying the
per share amount of the cash dividend by the portion of the Participant’s
Deferred Compensation Account that is payable on the record date for the cash
dividend and rounding the result to the nearest whole cent, which amount shall
be paid to the Participant in cash on the dividend payment date.


 


8.                                      Payment of Deferred Amount


 


(a)                                  Except as otherwise provided in
subparagraph (b) or (c) below, the deferred cash portion and the
deferred RSU portion (to the extent then vested) of a Participant’s Deferred 


 


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Compensation
Account shall be paid to the Participant, or the Participant’s beneficiary in a
lump sum, as soon as practical after the participant ceases to be a director of
the Company.


 


In the event of
the Participant’s death, payment of the balance in the deferred cash portion
and the deferred RSU portion of the Participant’s Deferred Compensation Account
shall be made in a lump sum to the Participant’s beneficiary designated by the
Participant in writing and delivered to the Committee, or if none, to the
Participant’s estate.


 


(b)                                 A Participant shall receive the balance
in the deferred cash portion and the deferred RSU portion of a Participant’s
Deferred Compensation Account as soon as practical after the occurrence of a
Change in Control of the Company.


 


(c)                                  Anything
contained in this Paragraph to the contrary notwithstanding, in the event a
Participant incurs an unforeseeable emergency (as determined pursuant to Section 409A)
as determined by the Committee in its sole discretion, the Committee, in its sole
discretion and upon written application of such Participant, may direct the
immediate payment of all or a portion of the then current value of the deferred cash portion and the
deferred RSU portion (to the extent then vested) of such Participant’s Deferred
Compensation Account.  Distributions
because of an unforeseeable emergency shall be limited to the amount reasonably
necessary to satisfy the Participant’s emergency need (which may include
amounts necessary to pay any Federal, state, local, or foreign income taxes or
penalties reasonably anticipated to result from the distribution).  In all events, a distribution on account of
an unforeseeable emergency may not be made to the extent that such emergency is
or may be relieved through reimbursement or compensation from insurance or
otherwise, by liquidation of the Participant’s assets, to the extent the
liquidation of such assets would not cause severe financial hardship, or by
cessation of deferrals under the Plan.


 


(d)                                 With respect to
payment of the deferred RSU portion of a Participant’s Deferred Compensation
Account, one share of the Company’s Class A common stock will be delivered
in satisfaction of each RSU to be paid, after rounding any fractional RSU
upwards to the nearest whole share. 
Shares authorized for issuance pursuant to the LTIP shall be delivered
in settlement of the deferred RSU portion of a Participant’s Deferred
Compensation Account, except to the extent provided through another
stockholder-approved equity compensation plan or an 


 


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exemption from the equity compensation plan stockholder approval rules of
the New York Stock Exchange. The deferred cash portion of a Participant’s
Deferred Compensation Account will be paid in cash.


 


9.                                      Participant Reports


 


The Company shall
provide a statement to the Participant at least annually concerning the status
of his/her Deferred Compensation Account.


 


10.                               Unfunded Obligation;
Non-Transferability of Interests


 


All Deferred
Compensation Accounts shall be merely bookkeeping entries and the Plan shall
not be funded, and no trust, escrow or other provisions shall be established to
secure payments due under the Plan.  Any
assets which may be reserved to pay benefits hereunder shall be considered as
general assets of the Company for use as it deems necessary and shall be
subject to the claims of the Company’s creditors.  The rights and interests of a Participant
shall be solely those of a general, unsecured creditor of the Company and such
Participant’s rights and interests may not be anticipated, assigned, pledged,
transferred or otherwise encumbered or disposed of except in the event of the
death of the Participant, and then only by will or the laws of descent and
distribution.


 


11.                               Amendment, Suspension and
Termination


 


The Company by
action of its Board of Directors may amend, suspend or terminate the Plan or
any portion thereof in such manner and to such extent as it may deem advisable
and in the best interests of the Company. 
No amendment, suspension and termination shall alter or impair any
Deferred Compensation Account without the consent of the Participant affected
thereby.


 


12.                               Severability


 


If any provision
of this Plan is declared to be invalid or unenforceable, such provision shall
be severed from this Plan and the other provisions hereof shall remain in full
force and effect.


 


13.                               Applicable Law


 


The Plan will be
construed and enforced according to the laws of Delaware and all provisions of
the Plan will be administered accordingly.


 


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14.                               Effective Date


 


Adopted and
executed on behalf of Towers Watson & Co. pursuant to authorization of
its Board of Directors on
                        ,
2010.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Secretary

  	
   

  



 


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