Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 2.01M
2: EX-10.2 Material Contract HTML 41K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 40K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 41K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
12: R1 Document and Entity Information HTML 52K
13: R2 Condensed Consolidated Statements of Comprehensive HTML 110K
Income (Unaudited)
14: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 139K
15: R4 Condensed Consolidated Balance Sheets (Unaudited) HTML 56K
(Parenthetical)
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(Unaudited)
17: R6 Condensed Consolidated Statements of Changes in HTML 148K
Equity (Unaudited)
18: R7 Nature of Operations HTML 39K
19: R8 Basis of Presentation and Recent Accounting HTML 59K
Policies
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21: R10 Segment Information HTML 195K
22: R11 Restructuring Costs HTML 237K
23: R12 Income Taxes HTML 42K
24: R13 Goodwill and Other Intangible Assets HTML 174K
25: R14 Derivative Financial Instruments HTML 92K
26: R15 Debt HTML 72K
27: R16 Fair Value Measurements HTML 129K
28: R17 Retirement Benefits HTML 134K
29: R18 Commitments and Contingencies HTML 143K
30: R19 Supplementary Information for Certain Balance HTML 85K
Sheet Accounts Supplementary Information for
Certain Balance Sheet Accounts (Notes)
31: R20 Accumulated Other Comprehensive Income/(Loss) HTML 125K
32: R21 Earnings Per Share HTML 70K
33: R22 Subsequent Event Subsequent Event HTML 35K
34: R23 Financial Information for Parent Guarantor, Other HTML 2.99M
Guarantor Subsidiaries and Non-Guarantor
Subsidiaries
35: R24 Financial Information for Parent Issuer, Guarantor HTML 2.99M
Subsidiaries and Non-Guarantor Subsidiaries
36: R25 Financial Information for Issuer, Parent HTML 2.99M
Guarantor, Other Guarantor Subsidiaries and
Non-Guarantor Subsidiaries
37: R26 Basis of Presentation and Recent Accounting HTML 61K
Policies (Policies)
38: R27 Merger (Tables) HTML 86K
39: R28 Segment Information (Tables) HTML 186K
40: R29 Restructuring Costs (Tables) HTML 235K
41: R30 Goodwill and Other Intangible Assets (Tables) HTML 174K
42: R31 Derivative Financial Instruments (Tables) HTML 79K
43: R32 Debt (Tables) HTML 65K
44: R33 Fair Value Measurements (Tables) HTML 126K
45: R34 Retirement Benefits (Tables) HTML 128K
46: R35 Supplementary Information for Certain Balance HTML 91K
Sheet Accounts Supplementary Information for
Certain Balance Sheet Accounts (Tables)
47: R36 Accumulated Other Comprehensive Income/(Loss) HTML 121K
(Tables)
48: R37 Earnings Per Share (Tables) HTML 65K
49: R38 Financial Information for Parent Guarantor, Other HTML 2.96M
Guarantor Subsidiaries and Non-Guarantor
Subsidiaries (Tables)
50: R39 Financial Information for Parent Issuer, Guarantor HTML 2.96M
Subsidiaries and Non-Guarantor Subsidiaries
(Tables)
51: R40 Financial Information for Issuer, Parent HTML 2.96M
Guarantor, Other Guarantor Subsidiaries and
Non-Guarantor Subsidiaries (Tables)
52: R41 Nature of Operations (Details) HTML 36K
53: R42 Basis of Presentation and Recent Accounting HTML 59K
Policies (Details)
54: R43 Merger - Narrative (Details) HTML 79K
55: R44 Merger - Preliminary Calculation of Aggregate HTML 56K
Merger Consideration (Details)
56: R45 Merger - Schedule of Fair Values of the HTML 117K
Identifiable Assets Acquired and Liabilities
Assumed (Details)
57: R46 Merger - Schedule of Acquired Intangible Assets HTML 62K
(Details)
58: R47 Segment Information - Narrative (Details) HTML 36K
59: R48 Segment Information - Revenue (Net of Reimbursable HTML 59K
Expenses) of the Reported Segments (Details)
60: R49 Segment Information - Reconciliation of HTML 68K
Information Reported by Segment to Consolidated
Amounts (Details)
61: R50 Restructuring Costs - Narrative (Details) HTML 51K
62: R51 Restructuring Costs - Analysis of the Cost for HTML 108K
Restructuring (Details)
63: R52 Restructuring Costs - Restructuring Liability HTML 70K
(Details)
64: R53 Income Taxes (Details) HTML 51K
65: R54 Goodwill and Other Intangible Assets - Components HTML 69K
of Goodwill (Details)
66: R55 Goodwill and Other Intangible Assets - HTML 96K
Finite-Lived Intangible Assets and Liabilities
(Details)
67: R56 Goodwill and Other Intangible Assets - Narrative HTML 48K
(Details)
68: R57 Goodwill and Other Intangible Assets - Schedule of HTML 60K
Future Amortization Expense and Rent Offset
(Details)
69: R58 Derivative Financial Instruments (Details) HTML 70K
70: R59 Debt - Schedule of Short-term Debt and Current HTML 54K
Maturities of Long-Term Debt (Details)
71: R60 Debt - Schedule of Long-term Debt (Details) HTML 81K
72: R61 Debt - Narrative (Details) HTML 85K
73: R62 Fair Value Measurements - Schedule of Assets and HTML 67K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
74: R63 Fair Value Measurements - Fair Value Liabilities HTML 46K
Measured Using Significant Unobservable Inputs
Level 3 (Details)
75: R64 Fair Value Measurements - Schedule of Liabilities HTML 42K
Whose Carrying Values Differ From the Fair Value
and are Not Measured on a Recurring Basis
(Details)
76: R65 Retirement Benefits - Narrative (Details) HTML 51K
77: R66 Retirement Benefits - Net Periodic Benefit Cost HTML 70K
(Details)
78: R67 Commitments and Contingencies (Details) HTML 246K
79: R68 Supplementary Information for Certain Balance HTML 42K
Sheet Accounts - Related party transaction
(Details)
80: R69 Supplementary Information for Certain Balance HTML 43K
Sheet Accounts - Accounts Receivable, Net
(Details)
81: R70 Supplementary Information for Certain Balance HTML 48K
Sheet Accounts - Prepaid and Other Current Assets
(Details)
82: R71 Supplementary Information for Certain Balance HTML 49K
Sheet Accounts - Other Non-current Assets
(Details)
83: R72 Supplementary Information for Certain Balance HTML 40K
Sheet Accounts - Provision for Liabilities
(Details)
84: R73 Supplementary Information for Certain Balance HTML 50K
Sheet Accounts - Other Noncurrent Liabilities
(Details)
85: R74 Accumulated Other Comprehensive Income/(Loss) - HTML 65K
Schedule of Accumulated Other Comprehensive Income
(Loss) (Details)
86: R75 Earnings Per Share - Narrative (Details) HTML 74K
87: R76 Earnings Per Share - Basic and Diluted Earnings HTML 55K
Per Share (Details)
88: R77 Subsequent Event Subsequent Event (Details) HTML 41K
89: R78 Financial Information for Parent Guarantor, Other HTML 48K
Guarantor Subsidiaries and Non-Guarantor
Subsidiaries - Narrative (Details)
90: R79 Financial Information for Parent Guarantor, Other HTML 172K
Guarantor Subsidiaries and Non-Guarantor
Subsidiaries - Unaudited Condensed Consolidated
Statement of Comprehensive Income (Details)
91: R80 Financial Information for Parent Guarantor, Other HTML 230K
Guarantor Subsidiaries and Non-Guarantor
Subsidiaries - Unaudited Condensed Consolidated
Balance Sheet (Details)
92: R81 Financial Information for Parent Guarantor, Other HTML 171K
Guarantor Subsidiaries and Non-Guarantor
Subsidiaries - Unaudited Condensed Consolidated
Statement of Cash Flows (Details)
93: R82 Financial Information for Parent Issuer, Guarantor HTML 47K
Subsidiaries and Non-Guarantor Subsidiaries -
Narrative (Details)
94: R83 Financial Information for Parent Issuer, Guarantor HTML 159K
Subsidiaries and Non-Guarantor Subsidiaries -
Unaudited Condensed Consolidated Statement of
Comprehensive Income (Details)
95: R84 Financial Information for Parent Issuer, Guarantor HTML 212K
Subsidiaries and Non-Guarantor Subsidiaries -
Unaudited Condensed Consolidated Balance Sheet
(Details)
96: R85 Financial Information for Parent Issuer, Guarantor HTML 158K
Subsidiaries and Non-Guarantor Subsidiaries -
Unaudited Condensed Consolidated Statement of Cash
Flows (Details)
97: R86 Financial Information for Issuer, Parent HTML 54K
Guarantor, Other Guarantor Subsidiaries and
Non-Guarantor Subsidiaries - Narrative (Details)
98: R87 Financial Information for Issuer, Parent HTML 172K
Guarantor, Other Guarantor Subsidiaries and
Non-Guarantor Subsidiaries - Unaudited Condensed
Consolidated Statement of Comprehensive Income
(Details)
99: R88 Financial Information for Issuer, Parent HTML 230K
Guarantor, Other Guarantor Subsidiaries and
Non-Guarantor Subsidiaries - Unaudited Condensed
Consolidated Balance Sheet (Details)
100: R89 Financial Information for Issuer, Parent HTML 171K
Guarantor, Other Guarantor Subsidiaries and
Non-Guarantor Subsidiaries - Unaudited Condensed
Consolidated Statement of Cash Flows (Details)
102: XML IDEA XML File -- Filing Summary XML 203K
101: EXCEL IDEA Workbook of Financial Reports XLSX 166K
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103: ZIP XBRL Zipped Folder -- 0001140536-17-000034-xbrl Zip 596K
This letter is intended to confirm the treatment of your unvested stock options and performance-based restricted stock unit (RSU) awards in connection with your planned retirement on October 5, 2017.
With respect to your fiscal year 2015 unvested stock options granted on September 11, 2015, the Compensation Committee has the authority in its discretion to accelerate the vesting or exercisability of your options upon your termination of service in accordance with Section 6.3 of the Towers Watson Amended and
Restated 2009 Long Term Incentive Plan (the “Legacy Towers Plan”). The Compensation Committee has determined in its discretion to amend the vesting and exercisability terms of your stock option award upon your termination of service to provide for continued vesting in accordance with the original vesting schedule of the options (consistent with Section 5(c) of your Non-Qualified Stock Option Award Agreement). Once vested, the options will remain exercisable in accordance with the terms thereof for the remainder of their seven-year term.
With respect to your 2016 Long-Term Incentive Plan performance-based RSUs granted July 20, 2016, the Compensation Committee has determined in its discretion to accelerate the vesting of your performance-based RSUs pursuant to Section 3.2(d) of your Performance-Based Restricted Share Unit
Agreement for Operating Committee Members. The award will become payable following the original vesting date of March 15, 2019, subject to the application of the final performance measures with respect to the relevant performance period.
For reference, Section 6.3 of the Legacy Towers Plan states the following:
Vesting of Stock Options. The Committee shall, in its discretion, prescribe the time or times at which, or the conditions upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Option may be based on the continued Service of the Participant with the
Company or a Subsidiary for a specified time period (or periods), on the attainment of a specified Performance Goal (or goals) or on such other terms and conditions as approved by the Committee in its discretion. The Committee may accelerate the vesting or exercisability of any Stock Option upon termination of Service under certain circumstances, as set forth in the Award Agreement or otherwise. If the vesting requirements of a Stock Option are not satisfied, the Award shall be forfeited.
For reference, Section 3.2(d) of your Performance-Based Restricted Share Unit Agreement for Operating Committee Members states the following:
(d) In the event of the Associate’s Termination of Service prior to the Vesting Date for reasons other than a termination by the Employer for Cause, Good Reason
resignation, or Qualifying Retirement, or as otherwise set forth in this Section 3.2, the Committee may, in its sole discretion, accelerate the vesting of all or a portion of the Earned Performance Shares. If no determination is made as of the Termination Date, then the Earned Performance Shares shall, to the extent not then vested, be immediately forfeited by the Associate.
You acknowledge that Willis Towers Watson (the “Company”) is engaged in a highly competitive business and has a compelling business interest in preventing the use or disclosure of the Company’s confidential information and trade secrets, and that you, by virtue of your position, have had access to confidential information and trade secrets of the
Company. Accordingly, you understand and agree that continued vesting of your unvested stock options and performance-based RSUs as described in this letter shall immediately cease and the stock options and performance-based RSUs shall be immediately forfeited and cancelled in the event that prior to the date such awards become vested, you, acting alone or with others, directly
or indirectly, become connected with (either as an employee, employer, consultant, contractor, advisor, or director, or as an owner, investor, partner or stockholder (other than as a stockholder of less than two percent (2%) of the issued and outstanding stock of a publicly held corporation)) obtain any interest in, own, manage, operate, control, participate in, or otherwise engages or participates
in any activity, project, contract, or business in an area or region in which the Company conducts business at the date the event occurs, which is in competition with a business then conducted by the Company or a subsidiary or affiliate. You understand and agree that these non-competition obligations will be in addition to and supplement any other confidentiality and non-solicitation provisions and/or agreements applicable to you.
Please indicate your acceptance of the terms set forth in this letter by signing in the space provided below.
If
you have any questions, please feel free to reach out to me.
