UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 2, 2009
Willis Group Holdings Limited
(Exact Name of Registrant as Specified in Its Charter)
Bermuda
(State or Other Jurisdiction of Incorporation)
001-16503 98-0352587
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(Commission File Number) (IRS Employer Identification No.)
c/o Willis Group Limited
51 Lime Street
London EC3M 7DQ, England
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(Address of Principal Executive Offices)
(44) (20) 7488-8111
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Willis Group Holdings Limited (the "Company") has awarded annual retention
awards for 2008 to its senior executive officers (the "Willis Retention
Awards"), including its Chairman and Chief Executive Officer. The Willis
Retention Awards, which are subject to acceptance by the employee of the award's
terms and conditions, were executed by the named executive officers on March 10
and 11, 2009. Consistent with his Employment Agreement, Mr. Plumeri received 50%
of his 2008 bonus in cash and 50% in restricted stock units ("RSUs"). The Willis
Retention Awards for Messrs. Millwater, Regan and Hearn were paid approximately
82% in cash and 18% in RSUs. The RSUs were granted on March 2, 2009 at $20.97,
the closing price on the New York Stock Exchange on that date for the Company's
shares. In addition, Messrs. Plumeri, Millwater, Regan and Hearn received 1
matching RSU for every 4 granted and dividend equivalent sums will accrue from
the date of grant and will be paid in cash upon the vesting of the RSUs. The
amount of Willis Retention Awards shown below against their respective names
reflects the amount of bonus paid in cash and in RSUs, inclusive of a 1 to 4
matching award. Both the cash and RSU elements of the Willis Retention Award
paid to these executive officers are subject to forfeiture conditions if they
voluntarily leave the Company's employ: the cash element will require a
proportional reimbursement if an executive officer voluntarily leaves the
Company's employ before December 31, 2011; and the RSUs vest in equal tranches
on the first and second anniversaries of grant, subject to the executive officer
continuing to be in the Company's employ on those dates.
The following named executive officers received Willis Retention Awards as
detailed below:
Number of Grant Date
Restricted Stock Fair Value of
Name Cash Bonus(1) Grant Date Units(2) Stock Awards
- -------------------- ------------- ---------- ---------------- --------------
J. J. Plumeri $1,685,000 03.02.09 100,440 $2,106,227
Grahame J. Millwater $916,790 03.02.09 9,182 $192,547
Patrick C. Regan $583,412 03.02.09 5,843 $122,528
Peter Hearn $1,172,340 03.02.09 15,528 $325,622
_____________________
(1) Messrs. Millwater and Regan receive their bonuses in pounds sterling and
these amounts have been converted into dollars at the average exchange rate for
2008 ((pound)1:$1.8521).
(2) In respect of Messrs. Millwater and Regan, who receive their bonuses in
pounds sterling, the dollar amount used to calculate the number of RSUs was
converted at a rate of (pound)1:$1.4006, being the exchange rate on the date of
grant.
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A copy of the form of Willis Retention Award Letter is filed as Exhibit 10.1 to
this Report, and incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Form of Willis Retention Award Letter dated March 2009
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WILLIS GROUP HOLDINGS LIMITED
Date: March 11, 2009 By: /s/ Adam G. Ciongoli
---------------------------
Name: Adam G. Ciongoli
Title: General Counsel
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Form of Willis Retention Award Letter dated March 2009
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Exhibit 10.1
March 2009
Dear [name]
I am pleased to inform you that you are scheduled to receive a bonus with a
total value of $________ (the "Total Award"). The Total Award will be
distributed to you in two portions: (a) a Willis Retention Award in the amount
of $________ (less applicable payroll deductions and taxes) to be distributed to
you subject to the terms and conditions below; and (b) restricted stock units
("RSUs") of shares of Willis Group Holdings Ltd. ("Shares") equal to the value
of the remaining portion of your Total Award based on the closing price of
Shares on the NYSE on the grant date. In addition, for every four whole RSUs
awarded, the Group will award one further RSU.
All RSUs distributed under this letter will vest in equal one-half installments
on the first and second anniversaries of grant, provided that you remain
continuously employed by Willis or one of its affiliates between the date of
grant and the given vest date, and subject to the terms and conditions of the
applicable plan. An RSU gives you the conditional right to receive one Willis
common share, on the date of vesting, for every RSU awarded.
Dividends are normally not paid until the RSUs have vested and you have received
Willis shares, provided you are the holder of the shares on the dividend record
dates. However, as an exception under this program, dividend equivalent sums
will accrue during the period from the date of grant and vesting. These dividend
equivalent sums will be paid, on the RSUs vesting, in cash less applicable
taxes.
Additional details and documentation relating to the RSU grant will be sent to
you shortly.
The Willis Retention Award portion of your Total Award will be included in your
March 2009 pay, subject to the terms and conditions below:
o You must be employed by Willis(3) on the date that the Willis Retention
Award would normally be distributed to be eligible to receive such payment
and you must have signed and returned this letter as indicated below.
o If your employment with Willis ends prior to December 31, 2011 for any
reason other than your incapacity to work due to your permanent disability
(as "disability" or a substantially similar term is defined within an
applicable Willis long term disability plan/policy) or death, your
redundancy (as redundancy is determined by Willis in accordance with its
usual human resource administration practices) or your retirement(4), you
will be obligated to repay to Willis a pro-rata portion of the gross amount
of the Willis Retention Award (the "Repayment Obligation") - such Repayment
Obligation must be promptly satisfied, as more fully explained below. The
amount of your Repayment Obligation will be calculated by reducing the
gross amount of the Willis Retention Award by a sum equal to 1/36th of your
Willis Retention Award for each calendar month of employment you complete
with Willis after January 1, 2009.
______________________
(3) As used in this letter, "Willis" refers to that Willis legal entity by which
you are employed as of the date of this letter.
(4) To the extent applicable and practicable, "retirement" will be defined by
either (i) your employment agreement (i.e., if you are subject to an employment
agreement which defines retirement or a substantially similar term) or (ii) a
written retirement policy applicable to you as a Willis employee or (iii) by
reference to the ending of your employment at age 65 or such other age as may
apply in the applicable employment jurisdiction or (iv) as may be determined by
Willis in its absolute discretion.
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o By signing this letter, you irrevocably authorize Willis (to the extent
allowed by applicable law and at Willis's discretion and option) to
withhold from any salary payments and/or other payment(s), as may be due to
you from Willis at the time of and/or after your employment ends, such
amount as necessary to satisfy, but not exceed, any Repayment Obligation
you may have to Willis at the end of your employment. If such withholding
is insufficient to satisfy such Repayment Obligation, or if Willis for any
reason does not make any such withholding, you agree to pay to Willis an
amount equal to your unsatisfied Repayment Obligation within 30 days of
Willis's written request for such payment.
o This letter shall be governed by the laws applicable to the place in which
you are assigned a regular office location by Willis. If any provision of
this letter is found to be invalid or unenforceable by or under any
applicable law, the other provisions shall remain in full force and effect
and shall not be invalidated.
A breakdown of your Total Award is set out below:
Total Award: $
o Amount to be paid in cash in March 2009 payroll
as Willis Retention Award: $
Amount to be allocated to RSUs: $
Approximate additional RSU Match: $
o Total Award including RSU Match: $
Note that the "RSU Match" number above is an estimate only. The actual RSU match
will be determined after calcuating how many RSUs could be purchased based on
the closing Share price on the grant date.
Please note that any dividend equivalents due from the vesting of any Bonus &
Stock RSUs that you received as part of the 2007 and/or 2008 Annual Compensation
Review will be paid in the end of March payroll run.
Thank you for your continuing commitment to Willis and I wish you every success
in the coming year.
Yours sincerely
FOR AND ON BEHALF OF THE COMPANY
Please sign, date and return this letter (retaining a copy for your records) to
Lynn Mangrum (Nashville, US Payroll) or Wendy Bannon (Ipswich, UK Payroll), as
applicable, for processing in the next available payroll run. If you do not sign
and return this letter before July 1, 2009, Willis reserves its rights, to the
full extent allowed by applicable law, to withdraw your Willis Retention Award.
By signing below, you provide your agreement to accept, abide by and be bound by
the terms and conditions above. The signing of this letter by the parties via
facsimile signatures shall be deemed the same as original signatures.
Signature:___________________________________ Date_______________________
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