Exhibit 10.1
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
COMPENSATION POLICY AND SHARE OWNERSHIP GUIDELINES
FOR NON-EMPLOYEE DIRECTORS
May 25, 2022
The Board of Directors (the “Board”) of Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland (the “Company”), has deemed it advisable and in the best interests of the Company to formalize the current Non-Employee Director compensation package and share ownership guidelines through the adoption of this Compensation and Ownership Policy (the “Policy”).
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i. | Chair of the Board: | $100,000 |
| provided, however, that the Chair may elect to receive such fee 100% in equity on the same terms and conditions as the equity granted under Section 3 below. |
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ii. | Chair of the Audit & Risk Committee: | $25,000 |
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iii. | Chair of the Operational Transformation Committee: | $25,000 |
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iv. | Chair of the Compensation Committee: | $15,000 |
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v. | Chair of the Corporate Governance & Nominating Committee: | $12,500 |
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then such election(s) shall be made in writing, substantially in the form attached hereto as Exhibit A, and sent to the Company Secretary during an “open window” (as defined by the Company’s Insider Trading Policy), when the Non-Employee Director does not possess any material, non-public information, and by December 31st of the calendar year immediately preceding the calendar year in which the upcoming term is scheduled to commence. If no election is made by the Non-Employee Director, he/she will receive the applicable fee(s) in cash.
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Exhibit A
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WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
NON-EMPLOYEE DIRECTOR FEE EQUITY & CURRENCY ELECTION
Willis Towers Watson Public Limited Company
Attention: Ms. Nicole Napolitano
Company Secretary & General Counsel, Corporate Governance
Dear Ms. Napolitano:
Please be advised that pursuant to the Willis Towers Watson Public Limited Company (“WTW”) Compensation Policy and Share Ownership Guidelines for Non-Employee Directors (the “Policy”), I hereby make the following elections:
Equity Election
☐ By checking this box, I hereby elect to receive my annual base cash fee, payable under Section 2(a) of the Policy for service as a Non-Employee Director of the Board for the upcoming term, 100% in equity.
☐ [NOTE: Applicable only to Board Chair] By checking this box, I hereby elect to receive my annual Board Chair premium cash fee payable under Section 2(b)(i) of the Policy for service as Chair of the Board for the upcoming term, 100% in equity.
Currency Election
I hereby elect to receive any and all cash fees and Expense Reimbursements payable under the Policy for service as a Non-Employee Director of the Board for the upcoming term, in the following Specified Currency (only one Specified Currency may be selected):
☐ Euros (EUR) ☐ Great British Pounds (GBP) ☐ United States Dollars (USD)
I acknowledge and agree that (i) if I make no Currency Election, my cash fees and Expense Reimbursements will be paid in my Primary Currency (as defined in Section 6(a) of the Policy); (ii) my Currency Election above is subject to Section 6 of the Policy, is irrevocable for the upcoming term, and will remain in effect for all future terms until I change it in accordance with Section 6(c) of the Policy; and (iii) WTW has no obligation to pay me any cash fees or Expense Reimbursements in the Specified Currency to the extent any such payment would otherwise violate any applicable law, rule or regulation or I have not timely provided a valid brokerage or bank account that will accept the applicable payment in the Specified Currency (in which case the fees and payment of my Expense Reimbursements shall be paid in my Primary Currency).
Sincerely,
[Signature to be included]
_________________________
Name of the [Non-Employee Director]
[Date to be included]
cc: General Counsel
Head of Executive Compensation
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