Share Unit Award Agreement (2011)Full Document 

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Exhibit 10.2
 
WILLIS GROUP HOLDINGS
2001 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
(Time-Based Restricted Share Units)
 
THIS RESTRICTED SHARE UNIT AGREEMENT (this “Agreement”) , effective as of [insert date] is made by and between Willis Group Holdings Public Limited Company and any successor thereto, hereinafter referred to as the “Company”, and the individual (the “Executive”) who has duly completed, executed and delivered the Award Acceptance Form, a copy of which is attached hereto as Schedule A, 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;
 
WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and
 
WHEREAS, the Committee (as hereinafter defined) has determined that it would be to the advantage and best interest of the Company and its shareholders to grant an award of Restricted Share Units (as hereinafter defined) provided for herein to the Executive as an incentive for increased efforts during the Executive’s employment with the Company or its Subsidiaries (as hereinafter defined), and has advised the Company thereof and instructed the undersigned officer to prepare said Restricted Share Unit Award;
 
NOW, THEREFORE, the parties hereto do hereby agree as follows:
 
ARTICLE I
 
DEFINITIONS
 
Defined terms used in this Agreement shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.
 
Section 1.1 — Act
 
“Act” shall mean the Companies Act 1963 of Ireland.
 
Section 1.2  — Board
 
“Board” shall mean the board of directors of the Company or any duly authorized committee thereof.
 
Section 1.3 — Cause
 
“Cause” shall mean (i) the Executive’s continued and/or chronic failure to adequately and/or competently perform his material duties with respect to the Company or its Subsidiaries after having been provided reasonable notice of such failure and a period of at least ten days after the Executive’s receipt of such notice to cure and/or correct such performance failure, (ii) willful misconduct by the Executive in connection with the Executive’s employment which is injurious to the Company or its Subsidiaries (willful misconduct shall be understood to include, but not be limited to, any breach of the duty of loyalty owed by the Executive to the Company or its Subsidiaries), (iii) conviction of any criminal


 

act (other than minor road traffic violations not involving imprisonment), (iv) any breach of the Executive’s restrictive covenants and other obligations as provided in Schedule C to this Agreement (if applicable), in the Executive’s employment agreement (if any), or any other non-compete agreement and/or confidentiality agreement entered into between the Executive and the Company or any of its Subsidiaries (other than an insubstantial, inadvertent and non-recurring 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 Executive’s receipt of such notice.
 
Section 1.4  — Committee
 
“Committee” shall mean the Compensation Committee of the Board (or if no such committee is appointed, the Board, provided that a majority of the Board are “independent directors” for the purpose of the rules and regulations of the New York Stock Exchange).
 
Section 1.5  — Grant Date
 
“Grant Date” shall mean [insert date].
 
Section 1.6  — Permanent Disability
 
The Executive shall be deemed to have a “Permanent Disability” if the Executive meets the requirements of the definition of such term, or of an equivalent term, as defined in the Company’s or Subsidiary’s long-term disability plan applicable to the Executive or, if no such plan is applicable, in the event the Executive 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.

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