Share Purchase and Option Plan [2008] (2011)Full Document 

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WILLIS GROUP HOLDINGS
2008 SHARE PURCHASE AND OPTION PLAN
(AS AMENDED AND RESTATED ON DECEMBER 30, 2009 BY WILLIS GROUP
HOLDINGS LIMITED AND AS AMENDED AND RESTATED AND ASSUMED BY WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY
ON DECEMBER 31, 2009)
RESTRICTED SHARE UNIT AWARD AGREEMENT
(Performance-Based Restricted Share Units)
WHEREAS, Willis Group Holdings Public Limited Company and any successor thereto, hereinafter referred to as the "Company," has adopted the Willis Group Holding 2008 Share Purchase and Option Plan, as amended and restated on December 30, 2009 by Willis Group Holdings Limited and as amended and restated and assumed by Willis Group Holdings Public Limited Company on December 31, 2009 (the "Plan");
WHEREAS, the Committee (as hereinafter defined) has determined that it would be in the best interests of the Company and its shareholders to grant Restricted Share Units to the Executive pursuant to the Plan and the terms set forth herein.
WHEREAS, the award of Restricted Share Units is also granted pursuant to the terms and conditions of the SMIP (as hereinafter defined), and is, therefore, intended to qualify as "qualified performance-based compensation" for purposes of Section 162(m) of the Code (as hereinafter defined).
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:
THIS RESTRICTED SHARE UNIT AGREEMENT (this "Agreement"), effective as of [insert date] is made by and between the Company and the individual (the "Executive") who has duly completed, executed and delivered the Acceptance Form, a copy of which is attached hereto as Schedule A (including Exhibit 1 thereto) and which is deemed to be a part hereof (the "Acceptance Form") and, if applicable, the Agreement of Restrictive Covenants and Other Obligations, a copy of which is set out in Schedule C attached hereto and deemed to be a part hereof.
ARTICLE I
DEFINITIONS
Defined terms used in this Agreement shall have the meaning
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