Exhibit 10.23
AMENDED AND RESTATEDWILLIS GROUP HOLDINGS LIMITED
2001 SHARE PURCHASE AND OPTION PLAN
1. Purpose of Plan
The Willis Group Holdings Limited ("Holdings") 2001 Share Purchase and Option
Plan (the "Plan") is designed:
(a) to promote the long term financial interests and growth of
Holdings and its Subsidiaries (collectively, "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;
(b) to motivate management personnel by means of growth-related
incentives to achieve long range goals; and
(c) to further the identity of interests of participants with those of
the shareholders of Willis Group through opportunities for increased
stock, or stock-based, ownership in Willis Group.
2. Definitions
As used in the Plan, the following words shall have the following
meanings: (a) "Board of Directors" means the Board of Directors of
Holdings.
(b) "Change in Control" means: (i) sale of all or substantially all of
the assets of Holdings 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
Holdings or Willis Group being held by a Person or Group that is not a
member of the KKR Partnerships or (iii) a merger, consolidation,
recapitalization or reorganization of Holdings 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 Holdings (or the resulting
entity) and (y) any 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 Holdings or Willis Group than that held, directly or
indirectly, in the aggregate, by the KKR Partnerships. For 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.
(c) "Committee" means the Compensation Committee of the Board of
Directors (or, if no such committee is appointed, the Board of
Directors).
(d) "Common Shares" or "Share" means common shares of Willis Group,
which may be authorized but unissued.
(e) "Director" means any member of the Board of Directors.
(f) "Employee" means a person, including a director and an officer, in
the employment of Willis Group.
(g) "Exchange Act" means the Securities Exchange Act of 1934 of the
United States, as amended.
(h) "Grant" means an award made to a Participant pursuant to the Plan
and described in Paragraph 5, including, without limitation, an award
of a Share Option, Restricted Share, Purchase Share, or Other
Share-Based Grant or any combination of the foregoing.
(i) "Grant Agreement" means an agreement between Holdings and a
Participant that sets forth the terms, conditions and limitations
applicable to a Grant.
(j) "Group" means a "group" as such term is used in Sections 13(d) and
14(d) of the Exchange Act, acting in concert.
(k) "Participant" means an Employee or Director of any member of
Willis Group, to whom one or more Grants have been made, and such
Grants have not all been forfeited or terminated under the Plan.
(l) "Person" means "person" as such term is used in Sections 13(d) and
14(d) of the Exchange Act.
(m) "Share-Based Grants" means the collective reference to the grant
of Purchase Shares, Restricted Shares and Other Share-Based Grants.
(n) "Share Options" means options to purchase Common Shares, which may
or may not be incentive stock options ("Incentive Stock Options")
within the meaning of Section 422 of the Internal Revenue Code of 1986
of the United States, as amended (the "Code").
(o) "Subsidiary" means a "subsidiary", as such term is defined in
Section 86 of the Bermudan Companies Act 1981.
3. Administration of Plan
(a) The Plan shall be administered by the Committee. All of the
members of the Committee and any other Directors shall be eligible to
be selected for Grants under the Plan; provided, however, that to the
extent the Board determines it is necessary or desirable to satisfy
any regulation or rule, whether under Section 16 of the Exchange Act
or otherwise related to the Grants, the members of the Committee shall
qualify under such regulation or rules. The Committee may adopt its
own rules of procedure, and the action of a majority of the Committee,
taken at a meeting or taken without a meeting by a writing signed by
such majority, shall constitute action by the Committee. The Committee
shall have the power and authority to administer, construe and
interpret the Plan, to make rules for carrying it out and to make
changes in such rules. The Committee shall also have the power to
establish sub-plans, which may constitute separate schemes, for the
purpose of establishing schemes which qualify for approval by the UK
Inland Revenue or meet any special tax or regulatory requirements
anywhere in the world. Any such interpretations, rules, administration
and sub-plans shall be consistent with the basic purposes of the Plan.
(b) The Committee may delegate to the Chief Executive Officer and to
other senior officers of Willis Group its duties under the Plan
subject to such conditions and limitations as the Committee shall
prescribe except that only the Committee may designate and make Grants
to Participants who are subject to Section 16 of the Exchange Act.
(c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, Willis Group, and
the officers and Directors of Willis Group shall be entitled to rely
upon the advice, opinions or valuations of any such persons. All
actions taken and all interpretations and determinations made by the
Committee in good faith shall be final and binding upon all
Participants, Willis Group 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 Grants, and all members of the Committee shall be fully
protected by Willis Group with respect to any such action,
determination or interpretation.
4. Eligibility
Subject to Section 11 of the Plan, the Committee may from time to time
make Grants under the Plan to such Employees or Directors of Willis Group, and
in such form and having such terms, conditions and limitations as the Committee
may determine. Grants may be granted singly, in combination or in tandem. The
terms, conditions and limitations of each Grant under the Plan shall be set
forth in a Schedule to the Plan (as described in Section 11 below), to be
attached hereto, and/or a Grant Agreement, in a form approved by the Committee,
consistent, however, with the terms of the Plan.
5. Grants
From time to time, the Committee will determine the forms and amounts of
Grants for Participants. Such Grants may take the following forms in the
Committee's sole discretion; provided, however, that in no event shall the
purchase price of any Grant be less than the par value of the Shares; and
provided further that the maximum number of Common Shares that may be issued,
sold or distributed as Restricted Shares, Purchase Shares or other Share-Based
Grants shall not exceed 3,500,000 Common Shares. The terms of any Grant may
include a requirement that the Participant enter into an agreement or election
under which the Participant agrees to pay his or her employer's social security
or National Insurance liability (or reimburse the employer for such liability)
in any jurisdiction arising on exercise of any Share Option, or at any other
time with respect to any other Share-Based Award, and if this requirement is not
permitted in any jurisdiction the Grant in such circumstances shall be null and
void.
(a) Share Options--These are options to purchase Common Shares, which
may or may not be Incentive Stock Options. Any options that are granted
as Incentive Stock Options shall have an exercise price at least equal
to the fair market value of one share of Common Shares on the date of
Grant (or, if the person to whom the option is being granted owns
Common Shares representing more than 10 percent of the voting power of
all classes of Company equity, the exercise price shall be at least
equal to 110 percent of the fair market value of one Common Share on
the date of Grant). At the time of the Grant the Committee shall
determine, and shall have contained in the Grant Agreement or other
Plan rules, the option exercise period, the option price, and such
other conditions or restrictions on the grant or exercise of
the option as the Committee deems appropriate, which may include the
requirement that the grant of options is predicated on the acquisition
of Purchase Shares under Section 5(c) by the Participant or as may be
required pursuant to applicable law, if such options shall be Incentive
Stock Options. Payment of the option price shall be made in cash or in
shares of Common Shares (provided, that such Shares have been held by
the Participant for not less than six months (or such other period as
established by the Committee from time to time)), or a combination
thereof, in accordance with the terms of the Plan, the Grant Agreement
and any applicable guidelines of the Committee in effect at the time.
(b) Restricted Shares--Restricted Shares are Common Shares delivered to
a Participant with or without payment of consideration with
restrictions or conditions on the Participant's right to transfer or
sell such shares; provided that the price of any Restricted Stock may
not be less than the par value of the Common Shares. The number of
shares of Restricted Shares and the restrictions or conditions on such
shares shall be as the Committee determines, in the Grant Agreement or
by other Plan rules, and the certificate for the Restricted Shares
shall bear evidence of such restrictions or conditions. Subject to
Section 9 and Section 11, Restricted Shares may NOT have a restriction
period of less than 6 months.
(c) Purchase Shares--Purchase Shares refers to shares of Common Shares
offered to a Participant at such price as determined by the Committee,
the acquisition of which may make him eligible to receive under the
Plan, among other things, Share Options.
(d) Other Share-Based Grants--The Committee may make other Grants under
the Plan pursuant to which shares of Common Shares or other equity
securities of Willis Group are or may in the future be acquired, or
Grants denominated in stock units, including ones valued using measures
other than market value. Other Share-Based Grants may be granted with
or without consideration.
6. Limitations and Conditions
(a) The number of Shares available for Grants under this Plan shall be
25,000,000 shares of the authorized Common Shares as of the effective
date of the Plan. The number of Shares subject to Grants under this
Plan to any one Participant shall not be more than 5,000,000 Shares in
any one calendar year. Unless restricted by applicable law, Shares
related to Grants that are forfeited, terminated, cancelled or expire
unexercised, shall immediately become available for new Grants.
(b) No Grants shall be made under the Plan beyond ten years after the
effective date of the Plan, but the terms of Grants made on or before
the expiration of the Plan may extend beyond such expiration. At the
time a Grant is made or amended or the terms or conditions of a Grant
are changed, the Committee may provide for limitations or conditions on
such Grant.
(c) Nothing contained herein shall affect the right of Willis Group to
terminate any Participant's employment at any time or for any reason.
The rights and obligations of any individual under the terms of his
office or employment with any member of Willis Group shall not be
affected by his or her participation in this Plan or any right which he
or she may have to participate in it, and an individual who
participates in this Plan 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 or be
entitled to exercise any Grant as a result of such termination.
(d) Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.
(e) Except as otherwise prescribed by the Committee, the amounts of the
Grants for any employee of a Subsidiary, along with interest, dividend,
and other expenses accrued on deferred Grants shall be charged to the
Participant's employer during the period for which the Grant is made.
If the Participant is employed by more than one Subsidiary or by both
Willis Group and a Subsidiary during the period for which the Grant is
made, the Participant's Grant and related expenses will be allocated
between the companies employing the Participant in a manner prescribed
by the Committee.
(f) Other than as specifically provided pursuant to a Grant Agreement
or other related agreement between a Participant and Willis Group, no
benefit under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, engagements, or torts of
the Participant.
(g) Participants shall not be, and shall not have any of the rights or
privileges of, shareholders of Willis Group in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by Willis Group to such
Participants, unless the Committee shall otherwise determine.
(h) No election as to benefits or exercise of Stock Options or other
rights may be made during a Participant's lifetime by anyone other than
the Participant except by a legal representative appointed for or by
the Participant.
(i) Absent express provisions to the contrary, any grant under this
Plan shall not be deemed compensation for purposes of computing
benefits or contributions under any retirement plan of any member of
Willis Group and shall not affect any benefits under any other benefit
plan of any kind now or subsequently in effect under which the
availability or amount of benefits is related to level of compensation.
This Plan is not a "Retirement Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974 of the United States,
as amended.
(j) Unless the Board determines otherwise, no benefit or promise under
the Plan shall be secured by any specific assets of any member of
Willis Group, nor shall any assets of any member of Willis Group be
designated as attributable or allocated to the satisfaction of Willis
Group's obligations under the Plan.
7. Transfers and Leaves of Absence
For purposes of the Plan, unless the Committee determines otherwise: (a)
a transfer of a Participant's employment without an intervening period of
separation among Willis Group and any Subsidiary shall not be deemed a
termination of employment, and (b) a Participant who is granted in writing a
leave of absence shall be deemed to have remained in the employ of Willis Group
during such leave of absence.
8. Adjustments
In the event of any change in the outstanding Common Shares by reason of
a stock split, spin-off, stock dividend, stock combination or reclassification,
recapitalization or merger, change of control, or similar event, the Committee
shall adjust appropriately the number of Shares subject to the Plan and
available for or covered by Grants and Share prices related to outstanding
Grants to the extent necessary, and may make such other revisions to outstanding
Grants as it deems are equitably required including, without limitation, in an
event that is not a change of control, providing for the payment of a dividend
in respect of the Shares subject to any outstanding Grants, in all events in
order to allow Participants to participate in such event in an equitable manner.
9. Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution
In its absolute discretion, and on such terms and conditions as it deems
appropriate, coincident with or after the grant of any Stock Option or any
Stock-Based Grant, the Committee may provide that such Stock Option or
Stock-Based Grant cannot be exercised after a Change in Control, a merger,
amalgamation pursuant to Bermuda law, or other consolidation of Holdings or
Willis Group with or into another company, the exchange of all or substantially
all of the assets of Holdings or Willis Group for the securities of another
company, the acquisition by another Person or Group of 80% or more of Holdings
or Willis Group's then outstanding shares of voting stock or the
recapitalization, reclassification, liquidation or dissolution of Holdings or
Willis Group, and if the Committee so provides, it shall, on such terms and
conditions as it deems appropriate in its absolute discretion, also provide,
either by the terms of such Stock Option or Stock-Based Grant or by a resolution
adopted prior to the occurrence of such Change in Control merger, consolidation,
exchange, acquisition, recapitalization, reclassification, liquidation or
dissolution, that, for some period of time prior to such event, such Stock
Option or Stock-Based Grant shall be exercisable as to all shares subject
thereto, notwithstanding anything to the contrary herein (but subject to the
provisions of Section 6(b) and that, upon the occurrence of such event, such
Stock Option or Stock-Based Grant shall terminate and be of no further force or
effect; provided, however, that the Committee may also provide, in its absolute
discretion, that even if the Stock Option or Stock-Based Grant shall remain
exercisable after any such event, from and after such event, any such Stock
Option or Stock-Based Grant shall be exercisable only for 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 of stock for which
such Stock Option or Stock-Based Grant could have been exercised immediately
prior to such event.
10. Amendment and Termination
The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan. The Board of Directors may amend, suspend or terminate the Plan at
any time.
11. Foreign Options and Rights
The Committee or Board, as applicable, may establish rules or schemes in
order to make Grants to Employees who are subject to the laws of nations other
than Bermuda, which Grants may have terms and conditions that differ from the
terms thereof as provided elsewhere in the Plan for the purpose of complying
with foreign laws. In the event that the Committee or Board establishes such
rules or schemes, the substantive provisions thereof shall be set forth on
schedules attached hereto, and are hereby incorporated by reference as part of
the Plan, subject to any additional action required to be taken pursuant to the
applicable foreign law.
12. Withholding Taxes
(a) Willis Group shall have the right to deduct from any cash payment
made under the Plan any federal, state, local, national, provincial or
other income or other taxes required by law to be withheld with respect
to such payment. It shall be a condition to the obligation of Willis
Group to deliver shares upon the exercise of an Option, upon delivery
of Restricted Stock or upon exercise, settlement or payment of any
Other Stock-Based Grant that the Participant pay to Willis Group such
amount as may be requested by Willis Group for the purpose of
satisfying any liability for such withholding taxes. Any Grant
Agreement may provide that the Participant may elect, in accordance
with any conditions set forth in such Grant Agreement, to pay a portion
or the entire minimum amount of such withholding taxes in shares of
Common Shares:
(b) Notwithstanding anything set forth in section 12 (a), an option may
not be exercised unless:
(i) the Board considers that the issue or transfer of shares pursuant
to such exercise would be lawful in all relevant jurisdictions; and
(ii) in a case where, if the option were exercised, Willis Group would
be obliged to (or would suffer a disadvantage if it were not to)
account for any tax (in any jurisdiction) for which the person in
question would be liable by virtue of the exercise of the option and/or
for any social security contributions that would be recoverable from
the person in question (together, the "Tax Liability"), that person has
either:
(x) made a payment to Willis Group of an amount at least equal to the
Holdings estimated of the Tax Liability; or
(y) entered into arrangements acceptable to Willis Group to secure that
such a payment is made (whether by authorizing the sale of some or all
of the shares on his behalf and the payment to Willis Group of the
relevant amount out of the proceeds of sale or otherwise).
13. Governing Law
This Plan shall be governed by the laws of Bermuda, without regard to
conflicts of laws.
14. Effective Date and Termination Dates
The Plan shall be effective on and as of the date of its original
approval by the Board of Directors of Holdings and shall be approved by a
majority of the shareholders of Holdings, and shall terminate ten years
thereafter, subject to earlier termination by the Board of Directors pursuant to
Sections 9 and 10.