Exhibit 10.29
Willis
Contract of Employment
Private and Confidential
Contract of Employment
The information contained in this document includes the requirement of a
statement of the terms and conditions of your employment in accordance with the
Employment Rights Act 1996.
This agreement is made on 11 August 2005 and is between
Name Pat Regan
and
Company Willis Limited
The main terms and conditions of your employment are set out below. For further
details of these and other matters including our Ethical Code, please refer to
the Global Policy manual and the Associate Handbook. For the avoidance of doubt,
the terms set out in this Contract of Employment take precedence over the Global
Policy Manual and the Associate Handbook and offer letter. The contents of the
Associate Handbook and Global Policy Manual do not form part of your Contract of
Employment, but are indicative of Company Policy and Procedure. The Company
reserves the right to vary these Policies and Procedures from time to time.
Date this Employment Begins: To be agreed
Date Continuous Employment
Begins: To be agreed
Employment prior to this date with any previous
employer does not count as part of your
continuous employment with the Company. This
date is not necessarily the date used to
determine your entitlement to certain benefits.
Current Job Title: Chief Financial Officer
You may be transferred to any other job in the
Group which in the reasonable opinion of the
Company would be suitable, on terms and
conditions no less favourable than those set out
in this document.
Location: Ten Trinity Square, London
You may be transferred to any other office in
the Group. Your agreement to such a transfer
will be sought unless in the reasonable opinion
of the Company, the transfer does not
necessitate you having to move home address.
Salary: (pound)265,000 per annum
Your salary will be paid monthly in arrears by
direct transfer to your bank account. Your
salary will be reviewed annually.
Hours of Work: Your normal hours of work are 35 hours per
week, 09:30 - 17:30, Monday to Friday each week
(but excluding public holidays) or as agreed
locally by Management and/or local practice.
Unless otherwise agreed, these hours shall
include one hour for lunch to be taken at a time
agreed with your Manager or Director.
You will be expected to work such additional
hours as necessary to meet the demands of the
business. You may also be required to vary the
pattern of your working hours as necessitated by
changing commercial needs, if in the reasonable
opinion of the Company it is practicable for you
to comply. Any additional hours worked are
subject to the provisions of the Working Time
Regulations 1998 and any amendment(s) to the
Regulations thereof.
Employment Obligations: During your working hours you must devote the
whole of your time, attention and ability to the
business of the Company and at all times you
must promote the interest and general welfare of
the Group.
Whilst this Contract is in force you may
not take any outside employment or engage in any
business without prior written agreement of your
Partners Group Member nor may your additional
employment render your total working time in
breach of the Working Time Regulations.
You are not permitted to engage in any activity,
which might interfere with the performance of
your duties or cause a conflict of interest.
Duty of Confidence: During and after the termination of
this Contract you must keep with inviolable
secrecy and may not use for any purpose nor
reveal to anyone (other than those whose
province it is to know the same) any secret or
confidential information entrusted to or
discovered by you. This includes but is not
limited to information concerning the Company's
business, operations, products, markets, trade
secrets, technical know how, product
formulations or techniques, names or lists of
employees, Clients or Prospective Clients and
their insurance or commercial affairs or any
other matters pertaining to them and revealed to
you in the course of your employment which has
not come into the public domain. This duty
applies without time limit.
For further guidance, the provisions concerning
Confidential Information are set out in full in
the Global Policy Manual.
Copyright, Inventions
and Patents You must promptly disclose to the
Company all ideas, concepts, works, methods,
discoveries, improvements, inventions or designs
which you create or produce either alone or with
others (except those created or produced wholly
outside working hours which are totally
unconnected with your employment) ("the Works").
All and any rights of whatever nature in each
such Work shall belong absolutely to the Company
and you shall hold the same in trust for the
Company until such proprietary rights shall be
fully and absolutely vested in the Company. The
Company shall be entitled to make such
modifications or adaptations to or from any of
the Works as it shall in its absolute discretion
determine.
You hereby assign to the Company with
full title guarantee by way of assignment all
present and future copyright, database rights,
design rights (whether registered or
unregistered) and other proprietary rights (if
any) and all rights of action for damages for
infringement of such rights for the full term
thereof and any renewals and extensions thereof
throughout the world and you hereby waive in
favour of the Company all moral rights conferred
on you by chapter 4 of part 1 of the Copyright
Designs and Patents Act 1988 in relation to any
of the Works and at the request and expense of
the Company you shall do all things and execute
all documents necessary or desirable to
substantiate the rights of the Company in the
Works.
Other Obligations:
If you are in grade 9 or above, and
personally deal with any Client or Prospective
Client in the course of your duties, you shall
not without the prior written consent of the
Company for a period of 12 months after the
termination of your employment, other than after
the wrongful termination of your employment by
the Company, whether on behalf of yourself or
any other person, firm or company in competition
with the Company or the Group, directly or
indirectly:
(i) solicit Business from; or
(ii) seek to procure orders from; or
(iii) transact or handle Business or
otherwise deal with; or
(iv) approach, canvass or entice
away from the Group the Business of
any Client of the Group with whom you
have personally dealt in the course of your
duties at any time during the 12 months prior to
the termination of your employment. The period
of this restriction shall be reduced after the
date your employment ends by a period equal in
length to any period of lawful suspension from
your duties or exclusion from any premises of
the Company during any period of notice.
The restrictions set out in sub
paragraphs (i) and (ii) above shall apply as if
the references to the "Prospective Client" were
substituted for references to the "Client".
If you are in grade 9 or above, you
shall not for a period of 6 months after the
lawful termination of your employment directly
or indirectly induce or seek to induce any
employee of the Group with whom you have worked
in the 12 months preceding the termination of
your employment (excepting a clerical and
secretarial employee) to leave its employment
where the departure of that employee (whether
alone or in conjunction with the departure of
other employees who are members of a team in
which you performed duties) would do material
harm to the Group and where the departure is
intended for the benefit of you or your new
employer or any other organisation carrying on a
business in competition with the Group.
Each of the above restrictions
constitutes an entirely separate and distinct
covenant and the invalidity or unenforceability
of any such Covenant shall not affect the
validity or enforceability of the remaining
covenants.
The details of all your obligations are
contained in the Global Policy Manual and the
Associate Handbook and the terms herein should
be read in conjunction with those in the Global
Policy Manual and Associate Handbook.
Pension Scheme: The Group operates the Willis Pension
Scheme. Full details regarding the current
eligibility conditions, contributions and
benefits are provided in the Scheme Booklet.
With effect from 1 April 2004 Associates joining
the Group automatically join the Scheme and by
accepting this Contract authorise pension
contributions to be deducted from salary, unless
an opt out election is made.
Membership of the Scheme is subject to
the Scheme Trust Deed and Rules. Benefits may be
restricted by the limits set by the Inland
Revenue. The employment of Scheme members is
covered by a Contracting-out certificate.
Absence from Work: Your entitlement to payments whilst
you are absent from work, and the procedure that
you should follow if you are unable to attend
the office for any reason are contained in the
Associate Handbook.
Medical Examination: The Company reserves the right to
require you at any time to submit yourself for
examination by a doctor appointed by the Company
at the Company's expense.
Holidays: Grades 1 - 8 inclusive 23 days per annum
Grade 9 and above 25 days per annum
The holiday year runs from 1 January to
31 December. Holiday entitlement increases by 1
day for every year's completed service at the
previous 31 December up to a maximum of 25 days.
Please refer to the Associate Handbook for your
pro rata entitlement in year of joining and of
leaving. Payment will be made for Public
Holidays.
For part-time staff, holiday entitlement
and entitlement to payment for Public Holidays,
is pro-rata, as outlined in the Associate
Handbook.
Employee Benefits: The Details and eligibility rules of
Employee Benefits to which you may be entitled
are contained in the Associate Handbook.
Termination of
Employment: a) You may terminate your employment by giving
written notice as follows:
Grades 1 - 8 inclusive
Up to 4 weeks continuous service - 1 week
Over 4 weeks continuous service - 4 weeks
Grades 9 - 11 inclusive - 3 months
Grades 12 and above - 6 months
b) If your employment is terminated by the
Company you will receive written notice as
follows:
Grades 1 - 8 inclusive
Up to 4 weeks continuous service - 1 week
Up to 4 years continuous service - 4 weeks
From 5 to 12 years continuous
service - 1 week
for each year of
completed service
Over 12 years continuous
service - 12 weeks
Grades 9 - 11 inclusive - 3 months
Grades 12 and above - 6 months
c) This agreement will automatically terminate
on the Normal Retirement Date under the Rules
of the Willis Pension Scheme.
d) The Company shall not be obliged to provide
you with work at any time after the notice of
termination is given by either party and the
Company may in its absolute discretion take
one or more of the following steps in respect
of all or part of the unexpired period of
notice (provided that this shall not amount
to more than 6 months if the notice period is
longer):
i) require you to comply with such
conditions as the Company may specify in
relation to attending or remaining away
from the place of business of the
Company;
ii) Assign you to such other duties as the
Company shall in its absolute discretion
determine;
iii) Withdraw any powers invested in you or
suspend or vary any duties or
responsibilities assigned to you.
e) On termination of the Contract for whatever
reason you must return to the Company all
reports, documents, computer disks, working
papers and any other information (in whatever
form) received in the course of your
employment. In addition all other Group
property must be returned.
Company Procedures: The Associate Handbook and the
Global Policy Manual contain details of the
Company Procedures affecting your terms and
conditions of employment, including our Ethical
Code, the Equal Opportunities Policy,
Performance Improvement, Disciplinary, Appeals
and Grievance procedures which should be read in
conjunction with your Contract of Employment.
These documents are available in
electronic format on the Company's intranet
site. It is your responsibility to familiarise
yourself with these documents, and to note
amendments of which you will be advised from
time to time.
You are specifically advised that it
is your responsibility to comply with the
Company's policies, rules and procedures,
including those contained within the Willis
Excellence Model and other compliance documents,
as varied or supplemented by it from time to
time. Failure to comply with the Company's
policies, rules and procedures will be a
disciplinary offence and be dealt with in
accordance with the Company's disciplinary
procedures.
Regulatory Requirements: You are required to comply with all
reasonable requests, instructions and
regulations (whether statutory or otherwise)
which apply to your employment from time to time
including any relevant requirements of the FSA
and/or any other relevant regulator. It is your
responsibility to familiarise yourself with all
such regulations and requirements as made
available to you by the Company.
It is a condition of your employment
that you demonstrate and maintain competence for
the role you carry out, through the initial
completion and passing of relevant modules of
Insurance Essentials, and of any other training
packages and tests introduced by the Company
from time to time thereafter. In the event of
you failing to maintain and demonstrate
competence for your role the Company will follow
the Performance Improvement Procedure.
Data Protection: In order to meet statutory requirements,
the Company, as your employer, is required to
collect, process and retain information, which
the Data Protection Act 1998 defines as
sensitive personal data. By signing this
Contract you are expressly agreeing to the
Company collecting, processing and retaining the
following information relating to:
a) Ethnic origin - to ensure equality of
opportunity;
b) Physical or mental health or condition - as
part of sickness records;
c) Disabilities - to facilitate adaptations in
the workplace; and
d) Criminal convictions - to comply with the
Rehabilitation of Offenders Act.
This information, which will be
held securely by Human Resources and, where
applicable, Occupational Health departments, is
processed in accordance with the principles set
out in the Data Protection Act. You have the
right to inspect such information and, if
necessary, require corrections to be made if the
information held about you is inaccurate. Should
you wish to inspect or amend any sensitive
personal data held about you, then please
contact Human Resources.
The Company has an integrated Global
Payroll and HR database the server for which is
located in the US. By accepting this contract
you agree that the Company may input relevant
personnel records into these databases, which
will be transferred to the US for processing.
The US does not have equivalent data protection
law to that of the UK, however it is the
Company's policy to maintain the same rigorous
standards with regard to the processing of data
in the US as in the UK.
Collective Agreements: There are no collective agreements in
force that will affect your employment with the
Group.
This Agreement or attachments to this agreement supersedes any existing or prior
arrangements between you and the Company or any subsidiary or associated Company
of Willis Limited. In the event of differing terms, this Contract of Employment
will prevail.
Definitions:
For the purposes of this contract the following definitions shall apply:
"Group" means the Company and any holding company or subsidiaries of the Company
or any such holding company from time to time.
"Client" means any person, firm, company or other organisation who or which as
at the date your employment terminates or at any time during the 12 months prior
to that date:
i) gives or is in the habit of giving instructions directly or through an
Intermediary to the Company or any other company in the Group concerning
the Business; or
ii) is supplied or is in the habit of being supplied directly by the Company or
any company in the Group or indirectly through an Intermediary with
services relating to the Business; or
iii) is an insured or reassured or an Intermediary having influence over the
introduction or facilitation or securing of the Business with the Company
or any other company in the Group.
"Business" means the business of a type carried on by the Company or by any
other company in the Group at the date your employment terminates, including but
not limited to the placing or broking of insurance or reinsurance world-wide and
ancillary services, the provision of risk management or risk transfer advice or
due diligence on mergers and acquisitions.
"Intermediary" means any person, firm or company by or through or with whom or
which the Business is introduced and/or facilitated on behalf of an insured or
reassured whether or not such intermediary derives any financial benefit from
the arrangement.
"Prospective Client" means any person, firm, company or other organisation
engaged in substantive negotiations (which have not yet finally been concluded)
with the Company or with any other company in the Group in the 12 month period
up to the date your employment terminates for the supply of services by the
Company or any other company in the Group in relation to the Business.
"Global Policy Manual" means the Willis Group Holdings Limited Global Policy
Manual.
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Signed for and on behalf
of the Company:
N Betteridge 19 August 2005
I have read and understood the Terms and Conditions stated in the Contract of
Employment document and I confirm my acceptance of them.
Signed: /s/ P C Regan
Date: 18 August 2005
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