Share Unit Award Agreement (2011)Full Document 

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Exhibit 10.7
 
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 provided for herein to the Executive (as hereinafter defined) 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 AWARD AGREEMENT (this “Agreement”), effective as of May 2, 2011 is made by and between the Company and the individual (the “Executive”) who has duly completed, executed and delivered the Award Acceptance Form, a copy of which is set out in Schedule A attached hereto (including Exhibit 1 thereto) and which is deemed to be part hereof (the “Acceptance Form”).
 
ARTICLE I
 
DEFINITIONS
 
Defined terms used in this Agreement shall have the meaning specified below, or to the extent not defined, as specified in the Plan unless the context clearly indicates to the contrary.
 
Section 1.1 — Act
 
“Act” shall mean the Companies Act 1963 of Ireland.
 
Section 1.2 — Adjusted Earnings Per Share
 
“Adjusted Earnings Per Share” shall mean the adjusted earnings per share as stated by the Company in its annual financial results as issued by the Company with respect to the Performance Period.
 
Section 1.3 — Adjusted Operating Margin
 
“Adjusted Operating Margin” shall mean the adjusted operating margin as stated by the Company in its annual financial results as issued by the Company with respect to the Performance Period.


 

Section 1.4 — Board
 
“Board” shall mean the board of directors of the Company.
 
Section 1.5 — Cause
 
“Cause” shall have the same meaning as the definition stated in the Employment Agreement.
 
Section 1.6 — Certification Date
 
“Certification Date” shall mean the date that the Committee certifies in accordance with the requirements of Code Section 162(m), the amount payable under the SMIP based on “Earnings” for the Performance Period (as defined in the SMIP), the attainment level of the Performance Objectives and the number of Shares subject to RSUs that will become Earned Performance Shares based on the amount payable under the SMIP and attainment level of the additional Performance Objectives.
 
Section 1.7 — Change of Control
 
“Change of Control” shall have the same meaning as the definition stated in the Employment Agreement.
 
Section 1.8 — Committee
 
“Committee” shall mean the Compensation Committee of the Board (which Committee shall be constituted to satisfy the requirements of Section 162(m) of the Code).
 
Section 1.9 — Disability
 
“Disability” shall have the same meaning as the definition stated in the Employment Agreement.
 
Section 1.10 — Earned Performance Shares
 
“Earned Performance Shares” shall mean Shares subject to the RSUs in respect of which the applicable Performance Objectives, as set out in Section 3.1 and Exhibit 1 to the Acceptance Form, and other conditions have been achieved in accordance with Section 3.1 and shall become eligible for vesting and payment as set out in Section 3.2.
 
Section 1.11 — Employment Agreement
 
“Employment Agreement” shall mean the 2010 Amended and Restated Employment Agreement dated as of January 1, 2010 by and between Willis North America, Inc. and the Executive.
 
Section 1.12 — Good Reason
 
“Good Reason” shall have the same meaning as the definition stated in the Employment Agreement.
 
Section 1.13 — Grant Date
 
“Grant Date” shall mean May 2, 2011.

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