Exhibit 99.2
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THE WILLIS GROUP HOLDINGS LIMITED
AMENDED AND RESTATED 2004 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" means the date on which the Board makes an RSU Award;
"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 under the
Company's Annual Incentive Plan or similar annual incentive plan;
"Cause" means (i) the Employee's wilful and continued failure to perform
his or her material duties with respect to the Company or its Subsidiaries
after reasonable notice and an opportunity by the Employee to cure such
conduct within ten (10) days after the Employee's receipt of such notice,
(i) wilful misconduct by the Employee in connection with the Employee's
employment which is injurious to the Company or its Subsidiaries, (iii)
conviction for any criminal act (other than road traffic violations not
involving imprisonment), (iv) any breach of the Employee's restrictive
covenants in the Employee's employment agreement (if any) or any other
agreement containing non-compete and/or confidentiality clauses entered
into between the Employee and the Company and any of its Subsidiaries
(other than an insubstantial, inadvertent and nonrecurring breach); or (v)
any material violation of any written Company policy after reasonable
notice and an opportunity to cure such violation within ten (10) days after
the Employee's receipt of such notice.
"Change in Control" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission there under as in effect on the date
hereof) of the common shares of the Company representing more than 50% of
the aggregate voting power represented by the issued and outstanding common
shares of the Company; (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Company by Persons who
were neither (i) nominated by the Company's board of directors nor (ii)
appointed by directors so nominated.
"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;
"Group" means a "group" as such term is used in Sections 13(d) and 14(d) of
the Exchange Act;
"Participant" means a person who is granted an RSU Award or acquires Bonus
Investment Shares pursuant to Rule 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 or her 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 Amended and Restated 2004
Bonus and Stock Plan, which is a sub-plan of the Amended and Restated
Willis Group Holdings Limited 2001 Share Purchase and Option Plan;
"Retirement" means the Participant's termination of employment with a
Participating Company where it is either provided within a Participant's
employment agreement or where with respect to certain classes of
Participants, it is pursuant to an existing, written policy. If neither of
these applies it is at age, 65 or over or such other age as applies in the
applicable jurisdiction of employment, or as may be otherwise determined by
the Board in its absolute discretion.
"Redundancy" means the Participant's termination of employment with a
Participating Company where (i) the business for the purposes of which the
Participant was employed ceases or is to cease to be carried on in the
place where the Participant was so employed; or (ii) the requirements of
the Participating Company for the Participant to carry out work of a
particular kind, or for Participants to carry out work of a particular kind
in the place they were so employed have ceased or diminished or are
expected to cease or diminish; or (iii) as otherwise agreed by the Board in
their absolute discretion.
"RSU Award" means the Allocation determined by the Board pursuant to Rule
3.1 below (or such other type of award as is determined by the Board under
Rule 3.3 below) and subject to the terms of the Plan;
"RSU Shares" mean any Shares which are subject to an RSU Award made 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$0.000115 par value of the
Company;
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"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 date on which the RSU Award is vested and such
date shall be determined by the Board at the time of the RSU 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
2.1 The Plan is designed to provide the Company with the ability to grant RSU
Awards 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 grant an RSU Award 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 Amended and
Restated 2001 Share Purchase and Option Plan, which expires on 3 May
2011.
3.2 No payment shall be made by a Participant at the time an RSU Award is made.
3.3 The Board may determine that an RSU Award may take a different form from an
Allocation, including:
3.3.1 an immediate award of Shares, subject to forfeiture if certain
specified conditions are not met;
3.3.2 a bonus award payable on the Vesting Date for an amount equal to
the market value of the Shares subject to an RSU Award at the time
the RSU Award is made (as determined by the Board); and
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3.3.3 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 3.3 shall be set out in
a schedule to the Plan.
3.4 The Board may:
3.4.1 decide before the Award Date that a Participant (or his or her
nominee) shall be entitled to receive a benefit determined by
reference to the value of all or any of the dividends (excluding
the dividend tax credit unless the Board decides otherwise) that
would be paid on the RSU Shares in respect of dividend record dates
occurring during the period between the Award Date and the Vesting
Date and may further decide that such benefit shall be provided in
cash and/or Shares (the "Dividend Equivalent"). The Board shall
decide whether the Dividend Equivalent shall be provided to the
Participant during the period between the Award Date and the
Vesting Date as soon as practicable following the declaration of
any dividend or in full as soon as practicable after the Vesting
Date. The Board may decide to exclude the value of all or part of
any special dividend from the amount of the Dividend Equivalent; or
3.4.2 grant an RSU Award on terms whereby the number of Shares comprised
in an RSU shall increase by deeming dividends (excluding special
dividends, unless the Board decides otherwise) paid on the Shares
from the Award Date to the Vesting Date to have been reinvested in
additional Shares on such terms as the Board shall decide.
4. RSU AWARD
4.1 The Board may, in its absolute discretion, determine that an RSU Award will
be granted to any Employee who will be awarded a Bonus in excess of
(pound)5,000 (or currency equivalent) or such other amount as the Board may
in its absolute discretion decide from time to time (the "Threshold
Amount"), 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 Where the Board determines that an RSU Award will be granted to a
particular Employee:
4.2.1 the Board shall, in its absolute discretion, specify a percentage
of the Employee's Bonus in excess of the Threshold Amount to be
paid in the form of an RSU Award rather than in cash; and
4.2.2 the Employee will be notified in writing of the percentage of his
or her Bonus in respect of which he will receive an RSU Award prior
to the Award Date.
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4.3 Unless otherwise determined by the Board at the time of the Award, the
number of Shares subject to an RSU Award shall equal the number of Shares
which could have been acquired with the amount of the Bonus (before tax and
other required withholdings which may be applicable) in respect of which
the RSU Award is made at the price per Share equal to the closing price of
the Shares on the New York Stock Exchange on the Award Date.
4.4 Where the Board determines, the grant of an RSU Award to a Participant
resident in the UK will be conditional upon the execution of a joint
election with his or her employing company to accept the liability for
employer's National Insurance Contributions arising on the Vesting Date or
release of the RSU Award. In the case of Participants resident in any other
country (excluding the USA), such Participant agrees that if his or her
employing company incurs any social security or payroll costs or taxes on
the Vesting Date or release of the RSU Award the Participant shall, if
requested, reimburse the employing company in respect thereof.
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
price per Share equal to the closing price of the Shares on the New York
Stock Exchange on the Award Date.
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 or her 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.
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6. MATCHING RSU AWARD
6.1 The Board shall grant an RSU Award ("Matching RSU Award") to each
Participant in respect of an RSU Award granted 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 Award shall be equal to 25%
of the number of Shares subject to the RSU Award granted or the number of
Bonus Investment Shares acquired and in respect of which the Matching RSU
Award is awarded, or such other percentage as the Board may in its absolute
discretion determine prior to the Award Date of the Matching RSU Award.
7. DELIVERY OF SHARES
7.1 The delivery of RSU Shares subject to an Allocation shall be effected in
such form and manner as the Board from time to time prescribe and may be
subject to such vesting 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, RSU Shares subject to an
Allocation may not 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 receive RSU Shares subject to Allocations by
virtue of Rule 7.4 below) RSU Shares subject to any Allocation shall be
delivered to his or her personal representatives as soon as practicable
following his or her death.
7.4 If any Participant ceases to be an Employee by reason of Permanent
Disability, Retirement or Redundancy before the Vesting Date RSU Shares
subject to any Allocation shall be delivered to him as soon as is
practicable following such cessation.
7.5 If a Participant ceases to be an Employee otherwise than as mentioned in
Rules 7.3 to 7.4 above, 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 discretion determine the number of RSU Shares which may be so
acquired or delivered.
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 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:-
7.7.1 the Board considers that the allotment or transfer thereof would be
lawful in all relevant jurisdictions; or
7.7.2 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:
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(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 or her 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 determine that any RSU Award (which throughout
this Rule 8 includes a Matching RSU Award) 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 RSU Awards made 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 Award shall
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 RSU
Awards shall continue in existence following the occurrence of such Event,
any such RSU Awards shall constitute an Allocation or Forfeitable Shares
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 RSU Awards 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 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.
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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 Award (including a
Matching 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 RSU Awards (including Matching RSU Awards)
under this Plan as a result of such termination.
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 or her last known address, or, where he or she is
a director or employee of a Participating Company, either to his or
her 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
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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.
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SCHEDULE
In this Schedule words and expressions defined in the Plan shall have the same
meaning when used in this Schedule and the Rules of the Plan shall apply to the
provisions of this Schedule, mutatis mutandis, except where varied herein.
1. To the extent that RSU Awards made to Participants take the form of an
immediate award of RSU Shares subject to forfeiture if the conditions
specified in the Rules are not met ("Forfeitable Shares"), the provisions
of this Schedule shall apply.
2. It is a condition of the award of Forfeitable Shares that the Participant
may not transfer the Forfeitable Shares between the Award Date and the
Vesting Date.
3. Subject to Paragraphs 4, 5 and 6 below, Forfeitable Shares shall remain
forfeitable until the Vesting Date.
4. If any Participant who has been awarded Forfeitable Shares dies before the
Vesting Date and at a time when he is an Employee, his or her Forfeitable
Shares shall immediately cease to be forfeitable.
5. If any Participant who has been awarded Forfeitable Shares ceases to be an
Employee by reason of Permanent Disability or is terminated by the Company
without Cause or is terminated as a result of Retirement before the Vesting
Date, his or her Forfeitable Shares shall immediately cease to be
forfeitable.
6. If a Participant who has been awarded Forfeitable Shares ceases to be an
Employee otherwise than as mentioned in Paragraphs 4 and 5 above, he shall
forfeit his or her Forfeitable Shares immediately, unless the Board, in its
absolute discretion, permits otherwise, in which event the Board may
determine the number of Forfeitable Shares which shall cease to be
forfeitable as at the Vesting Date and the number of Forfeitable Shares (if
any) which the Participant shall forfeit immediately.
7. The Participant agrees that the Forfeitable Shares shall be registered in
the name of a nominee between the Award Date and the Vesting Date (or, if
the Company directs that the Forfeitable Shares are registered in the name
of the Participant, the share certificates shall be deposited between the
Award Date and the Vesting Date with such person as the Company may
direct).
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