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Exhibit 4.8
20 November 2001
THE WILLIS GROUP HOLDINGS LIMITED 2001
BONUS AND STOCK PLAN
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1. DEFINITIONS AND INTERPRETATION
1.1 In this Plan, unless the context otherwise requires:-
"ALLOCATION" means a conditional promise to deliver Shares for no payment upon
the terms set out in the Plan;
"AWARD DATE" in relation to an Allocation means the date on which the Board
awards the Allocation and in relation to an Option the date on which the Board
grants the Option;
"BOARD" means the board of directors of the Company or a committee appointed by
them;
"BONUS" means a cash bonus or other cash incentive for which an Employee may be
eligible in respect of a financial year of the Company;
"CHANGE IN CONTROL" means:
(i) sale of all or substantially all of the assets of the Company or Willis
Group to a Person or Group that is not Kohlberg Kravis Roberts & Co. or
an affiliate thereof (collectively, the "KKR Partnerships"),
(ii) a sale by any member of the KKR Partnerships resulting in more than 50%
of the voting stock of the Company or Willis Group being held by a
Person or Group that is not a member of the KKR Partnerships, or
(iii) a merger, consolidation, recapitalisation or reorganisation of the
Company or Willis Group with or into another Person which is not a
member of the KKR Partnerships;
and following any of the foregoing events in (ii)-(iii), (x) the KKR
Partnerships no longer have the ability, without the approval of a Person or
Group who is not a member of the KKR Partnerships, to elect a majority of the
Board of Directors of the Company (or the resulting entity) and (y) a Person
or Group who is not a member of the KKR Partnerships is or becomes the
Beneficial Owner, directly or indirectly, in the aggregate, of a greater
percentage of the total voting power of the Company, or Willis Group than
that held, directly or indirectly, in the aggregate, by the KKR Partnerships.
For the purposes of this definition, "Beneficial Owner" shall have the same
meaning as defined in Rules 13d(3) and 13d(5) under the Exchange Act, which
shall in any event include having the power to vote (or cause to be voted)
pursuant to contract, irrevocable proxy or otherwise, and which, for purposes
of the calculation under clause (y), shall be deemed to include shares that
any such Person or Group has a right to acquire, whether such right is
exercisable immediately or only after the passage of time.
"COMPANY" means Willis Group Holdings Limited (a company incorporated in
Bermuda);
"EMPLOYEE" means an employee or director of a Participating Company;
"EXCHANGE ACT" means the Securities Exchange Act of 1934 of the United States,
as amended;
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"GROUP" means a "group" as such term is used in Sections 13(d) and 14(d) of the
Exchange Act;
"OPTION" means a right to acquire Shares upon payment of (pound)1 consideration
upon the terms set out in the Plan;
"PARTICIPANT" means a person who is awarded an RSU or acquires Bonus Investment
Shares pursuant to clause 5 of this Plan;
"PARTICIPATING COMPANY" means the Company or any Subsidiary;
"PERMANENT DISABILITY" means the Participant shall be deemed to have a
"Permanent Disability" if the Participant meets the requirements of the
definition of such term as defined in the Company's or Subsidiary's long-term
disability plan applicable to the Participant or, if no such plan is applicable,
in the event the Participant 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 or as the Board may in its discretion determine;
"PERSON" means "person" as such term is used in Section 13(d) and 14(d) of the
Exchange Act;
"PLAN" means the Willis Group Holdings Limited 2001 Bonus and Stock Plan which
is a sub-plan of the Willis Group Holdings Limited 2001 Share Purchase and
Option Plan;
"RSU" means the Allocation or an Option determined by the Board pursuant to Rule
3.2 below and subject to the terms of the Plan;
"RSU SHARES" means any Shares which are subject to an RSU awarded under this
Plan and which have not been transferred or allotted or forfeited in accordance
with the Rules of the Plan;
"SHARES" means shares of common stock of US$0.00015 par value of the Company;
"SUBSIDIARY" means a body corporate which is a subsidiary of the Company (within
the meaning of section 86 of the Bermudan Companies Act 1981);
"VESTING DATE" means the third anniversary of the Award Date or such other date
as the Board may determine at the time of the award;
"WILLIS GROUP" means the Company and each of its subsidiaries.
1.2 Any reference in the Plan to any enactment includes a reference to that
enactment as from time to time modified extended or re-enacted.
2. PURPOSE OF THE PLAN
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2.1 The Plan is designed to provide the Company with the ability to award
RSUs to Employees in lieu of Bonuses and to allow Employees to acquire
Shares using Bonuses in order to:-
2.1.1 promote the long term financial interests and growth of the
Willis Group by attracting and retaining personnel with the
training, experience and ability to enable them to make a
substantial contribution to the success of Willis Group's
business;
2.1.2 motivate management personnel by means of growth-related
incentives to achieve long range goals; and
2.1.3 further the identity of interests of Participants with those
of the shareholders of the Company through opportunities for
increased share, or share-based, ownership in the Company.
3. AWARDS UNDER THE PLAN
3.1 The Board may award RSUs to Employees or invite Employees to invest
Bonuses in Shares in accordance with the terms of this Plan within the
period during which awards may be granted under the Company's 2001
Share Purchase and Option Plan, which expires on 3 May 2011.
3.2 When the Board awards an RSU, it shall decide whether the RSU shall
take the form of an Allocation or an Option, and all RSUs awarded to
Employees who are UK tax resident shall take the form of Options.
3.3 No payment for an RSU shall be made by a Participant.
3.4 The price at which all the RSU Shares may be acquired by the
Participant on the exercise of an Option granted under the Plan shall
be a total of (pound)1.
3.5 The Board may make such other type of award under this Plan as the
Board may determine is appropriate for the purpose of taking account of
a change in legislation, exchange control or regulatory treatment or to
obtain or maintain tax or social security benefits for Participants or
the Willis Group and the terms of any award granted under this Rule 3.5
shall be set out in a schedule to the Plan.
4. BONUS RSU AWARD
4.1 The Board may, in its absolute discretion, determine that a percentage
of part of an Employee's Bonus, being such part and percentage as the
Board may determine, shall be awarded as an RSU ("Bonus RSU") upon the
terms set out in this Plan and upon such other terms as the Board may
specify at the time of award.
4.2 Unless otherwise determined by the Board at the time of award, the
number of Shares subject to a Bonus RSU shall equal the number of
Shares which could have been
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acquired with the amount of the Bonus (before tax and other
required witholdings which may be applicable) in respect of which the
Bonus RSU is awarded at the price per Share equal to the average of the
closing price of the Shares on each of the five trading days
immediately preceding the Award Date on the New York Stock Exchange.
5. BONUS INVESTMENT SHARES
5.1 The Board may in its absolute discretion invite an Employee who
receives a Bonus to acquire Shares ("Bonus Investment Shares") in the
Company with a percentage or a part of the proceeds of his or her Bonus
(after tax and other required withholdings have been deducted) being
such part and percentage as the Board may determine, on the terms set
out in this Plan and such other terms as the Board may specify prior to
the time of acquisition.
5.2 Unless otherwise determined by the Board, the price of the Bonus
Investment Shares which the Employee may acquire under Rule 5.1 above
shall be the closing price of a Share on the New York Stock Exchange on
the last trading day immediately preceding to the payment of the Bonus.
5.3 A Participant who acquires Bonus Investment Shares in accordance with
Rule 5.1 will be the legal and beneficial owner of those Shares and
will not forfeit those Shares in any circumstances.
5.4 A Participant will not be permitted to sell his or her Bonus Investment
Shares until the third anniversary of the date of their acquisition or
such other date as the Board may determine prior to their acquisition
(the "Acquisition Date") except for:
5.4.1 transfers to the Participant's estate upon his death;
5.4.2 transfers to the Participant's immediate family members, a
trust or other entity the primary beneficiary or holder of
which is for or by Participant's immediate family members; and
5.4.3 other transfers permitted by the Company
(e.g. financial hardship).
5.5 The transfer restrictions in Rule 5.4 above expire upon the
Participant's termination of employment with the Willis Group for any
reason.
6. MATCHING RSU AWARD
6.1 The Board shall award an RSU ("Matching RSU") to each Participant in
respect of a Bonus RSU awarded under Rule 4.1 above and an acquisition
of Bonus Investment Shares under Rule 5.1 above, on the terms set out
in the Plan and such other terms as the Board may specify at the time
of the award.
6.2 The number of Shares subject to a Matching RSU shall be equal to 25% of
the number of Shares subject to the Bonus RSU granted or the number of
Bonus Investment Shares
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acquired and in respect of which the Matching
RSU is awarded, or such other percentage as the Board may in its
absolute discretion determine prior to the Award Date of the Matching
RSUs.
7. DELIVERY OF SHARES AND EXERCISE OF OPTION
7.1 The delivery of RSU Shares subject to an Allocation and the exercise of
an Option shall be effected in such form and manner as the Board from
time to time prescribe and may be subject to such conditions as the
Board may in its absolute discretion determine at the time of award.
7.2 Subject to Rules 7.3, 7.4, 7.5, 7.7 and Rule 8, an Option granted under
the Plan may not be exercised nor any RSU Shares subject to an
Allocation be delivered prior to the Vesting Date.
7.3 If any Participant dies before the Vesting Date and at a time when he
is an Employee (or entitled to exercise Options or receive RSU Shares
subject to Allocations by virtue of Rule 7.4 below) the following
provisions shall apply:
7.3.1 in the case of any Bonus RSUs, an Option may (and must if at
all) be exercised by his personal representatives within the
period of 12 months following his death and RSU Shares subject
to any Allocation shall be delivered to his personal
representatives as soon as practicable following his death;
7.3.2 in the case of any Matching RSUs, an Option may not be
exercisable at all and no RSU Shares subject to any Allocation
shall be delivered, unless the Board shall so permit in which
event the Board may in its absolute discretion determine the
number of RSU Shares which may be so acquired or delivered and
such period (not exceeding 12 months) within which the Option
may be exercised.
7.4 If any Participant ceases to be an Employee by reason of Permanent
Disability before the Vesting Date the following provisions shall
apply:-
7.4.1 in the case of any Bonus RSUs, an Option may (and must if all)
be exercised within the period of 6 months following such
cessation and RSU Shares subject to any Allocation shall be
delivered to him as soon as is practicable following such
cessation;
7.4.2 in the case of any Matching RSUs, an Option may not be
exercisable at all and no RSU Shares subject to any Allocation
shall be delivered, unless the Board shall so permit in which
event the Board may in its absolute discretion determine the
number of RSU Shares which may be so acquired or delivered and
such period (not exceeding 6 months) within which the Option
may be exercised.
7.5 If a Participant ceases to be an Employee otherwise than as mentioned
in Rules 7.3 and 7.4 above, the Option may not be exercised at all and
no RSU Shares shall be delivered to him or her, unless the Board shall
so permit in which event the Board may in its absolute
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discretion determine the number of RSU Shares which may be so acquired
or delivered and such period (not exceeding 6 months) within which the
Option may be exercised.
7.6 A Participant shall not be treated for the purposes of Rules 7.4 and
7.5 as ceasing to be an Employee until such time as he or she is no
longer a director or employee of any of the Participating Companies.
7.7 Subject to Rule 7.3, but notwithstanding any other provision of the
Plan, an Option granted under the Plan may not be exercised after the
expiration of 6 months beginning with the Vesting Date (or such other
period, not to exceed 10 years from the Award Date, as the Board may
have determined before its grant thereof).
7.8 The Company shall allot or procure the transfer to a Participant
(or a nominee for him or her) of the RSU Shares to which he is
entitled, provided that:-
7.8.1 the Board considers that the allotment or transfer thereof
would be lawful in all relevant jurisdictions; or
7.8.2 in any case where a Participating Company is obliged (or would
suffer disadvantage if it were not to) to account for any tax
(in any jurisdiction) for which the person in question is
liable by virtue of the receipt of shares and/or for any
social security contributions recoverable from the person in
question (together, the "Tax Liability"), that person has
either:
(a) made a payment to the Participating Company of an
amount of equal to the Tax Liability; or
(b) entered into arrangements acceptable to that or
another Participating Company to secure that such a
payment is made (whether by authorising the sale of
some or all of the Shares on his behalf and the
payment to the Participating Company of the relevant
amount out of the proceeds of sale or otherwise).
8. MERGER, CONSOLIDATION, EXCHANGE, ACQUISITION, LIQUIDATION OR
DISSOLUTION
8.1 In its absolute discretion, and on such terms and conditions as it
deems appropriate, the Board may provide that any RSU (including a
Matching RSU and a Bonus RSU) shall lapse on a Change in Control, a
merger, amalgamation pursuant to Bermudan law, or other consolidation
of the Company or the Willis Group with or into another company, the
exchange or all or substantially all of the assets of the Company or
the Willis Group for the securities of another company, the acquisition
by another Person or Group of 80% or more of the Company or the Willis
Group then outstanding shares of voting stock or the recapitalisation,
reclassification, liquidation or dissolution of the Company or the
Willis Group ("Event"), and if the Board so provides, it shall on such
terms and conditions as it deems appropriate in its absolute
discretion, determine that the Vesting Date for all RSUs awarded under
the Plan shall be such date prior to the occurrence of such Event as it
may decide and that upon the occurrence of such Event such RSU shall
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terminate and be of no further force or effect; provided, however, that
the Board may also provide, in its absolute discretion, that even if
the RSUs shall continue in existence following the occurrence of such
Event, any such RSUs shall constitute an Allocation or Option over the
kind and amount of securities and/or other property, or the cash
equivalent thereof, receivable as a result of such Event by the holder
of a number of Shares in the Company which was subject to the RSUs
prior to the occurrence of such Event.
9. VARIATION OF CAPITAL
9.1 In the event of any variation of the share capital of the Company, the
Board may adjust the number of RSU Shares subject to Options or
Allocations as it considers appropriate.
9.2 As soon as reasonably practicable after making any adjustment under
Rule 9.1, the Company shall give notice in writing thereof to any
Participant affected thereby.
10. ALTERATIONS
10.1 Subject to Rule 10.2 below, the Board may at any time alter any of the
provisions of this Plan, or the terms of any RSU (including a Matching
RSU and Bonus RSU) awarded under it, in any respect, provided that no
alteration shall be made which conflicts with the terms of the
Company's 2001 Share Purchase and Option Plan, of which this Plan forms
a sub-plan.
10.2 No alteration to the disadvantage of any Participant shall be made
under Rule 10.1 unless:
10.2.1 the Company shall have invited every such Participant to give
an indication as to whether or not he approves the alteration;
and
10.2.2 the alteration is approved by a majority of those Participants
who have given such an indication.
10.3 As soon as reasonably practicable after making any alteration under
Rule 10.1, the Company shall give notice in writing thereof to any
Participant affected thereby.
10.4 The Board may amend, suspend or terminate the Plan at any time.
11. MISCELLANEOUS
11.1 The rights and obligations of any individual under the terms of his or
her office or employment with any Participating Company shall not be
affected by his or her participation in this Plan or any right which he
or she may have to participate therein, and an individual who
participates therein shall waive any and all rights to compensation or
damages in consequence of the termination of his or her office or
employment for any reason whatsoever insofar as those rights arise or
may arise from his or her ceasing to have rights under any RSUs under
this Plan as a result of such termination.
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11.2 In the event of any dispute or disagreement as to the interpretation of
this Plan, or as to any question or right arising from or related to
this Plan, the decision of the Board shall be final and binding upon
all persons.
11.3 Any notice or other communication under or in connection with this Plan
may be given either:
11.3.1 by personal delivery or by sending the same by post, in the
case of a company to its registered office, and in the case of
an individual to his last known address, or, where he or she
is a director or employee of a Participating Company, either
to his last known address or to the address of the place of
business at which he or she performs the whole or
substantially the whole of the duties of his or her office or
employment; or
11.3.2 in an electronic communication to an address for the time
being notified for that purpose to the person giving the
notice.
12. GOVERNING LAW
This Plan shall be governed by the laws of Bermuda, without regard to
conflicts of laws.
20 November 2001