SEC Info - Willis Towers Watson PLC - ‘10-Q’ for 3/31/16

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Willis Towers Watson PLC – ‘10-Q’ for 3/31/16 – ‘EX-10.4’

On: Tuesday, 5/10/16, at 3:37pm ET · For: 3/31/16 · Accession #: 1140536-16-58 · File #: 1-16503

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/10/16  Willis Towers Watson PLC          10-Q        3/31/16  112:37M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.66M 
 7: EX-10.15    Material Contract                                   HTML     61K 
 2: EX-10.3     Material Contract                                   HTML    121K 
 3: EX-10.4     Material Contract                                   HTML     55K 
 4: EX-10.5     Material Contract                                   HTML     45K 
 5: EX-10.6     Material Contract                                   HTML    129K 
 6: EX-10.7     Material Contract                                   HTML     42K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
17: R1          Document and Entity Information Document            HTML     55K 
18: R2          Condensed Consolidated Statements of Operations     HTML    104K 
19: R3          Condensed Consolidated Statements of Comprehensive  HTML     63K 
                Income                                                           
20: R4          Condensed Consolidated Balance Sheets               HTML    151K 
21: R5          Condensed Consolidated Balance Sheets               HTML     56K 
                (Parenthetical)                                                  
22: R6          Condensed Consolidated Statements of Cash Flows     HTML    147K 
23: R7          Condensed Consolidated Statements of Changes in     HTML    128K 
                Equity                                                           
24: R8          Nature of Operations                                HTML     42K 
25: R9          Basis of Presentation and Significant Accounting    HTML     64K 
                Policies                                                         
26: R10         Merger, Acquisitions and Divestitures               HTML    126K 
27: R11         Segment Information                                 HTML    115K 
28: R12         Restructuring Costs                                 HTML    168K 
29: R13         Income Taxes                                        HTML     44K 
30: R14         Goodwill and Intangible Assets                      HTML    210K 
31: R15         Derivative Financial Instruments                    HTML     55K 
32: R16         Debt                                                HTML     89K 
33: R17         Fair Value Measurements                             HTML    100K 
34: R18         Retirement Benefits                                 HTML     98K 
35: R19         Commitments and Contingencies                       HTML    133K 
36: R20         Supplementary Information for Select Balance Sheet  HTML     94K 
                Accounts                                                         
37: R21         Accumulated Other Comprehensive Income/(Loss)       HTML     80K 
38: R22         Earnings Per Share                                  HTML     61K 
39: R23         Subsequent Events                                   HTML     39K 
40: R24         Financial Information for Parent Guarantor, Other   HTML   2.20M 
                Guarantor Subsidiaries and Non-Guarantor                         
                Subsidiaries                                                     
41: R25         Financial Information for Parent Issuer, Guarantor  HTML   2.20M 
                Subsidiaries and Non-Guarantor Subsidiaries                      
42: R26         Financial Information for Issuer, Parent            HTML   2.20M 
                Guarantor, Other Guarantor Subsidiaries and                      
                Non-Guarantor Subsidiaries                                       
43: R27         Basis of Presentation and Significant Accounting    HTML     74K 
                Policies (Policies)                                              
44: R28         Merger, Acquisitions and Divestitures (Tables)      HTML    119K 
45: R29         Segment Information (Tables)                        HTML    110K 
46: R30         Restructuring Costs (Tables)                        HTML    167K 
47: R31         Goodwill and Intangible Assets (Tables)             HTML    208K 
48: R32         Debt (Tables)                                       HTML     66K 
49: R33         Fair Value Measurements (Tables)                    HTML     96K 
50: R34         Retirement Benefits (Tables)                        HTML     84K 
51: R35         Supplementary Information for Select Balance Sheet  HTML    100K 
                Accounts (Tables)                                                
52: R36         Accumulated Other Comprehensive Income/(Loss)       HTML     76K 
                (Tables)                                                         
53: R37         Earnings Per Share (Tables)                         HTML     55K 
54: R38         Financial Information for Parent Guarantor, Other   HTML   2.18M 
                Guarantor Subsidiaries and Non-Guarantor                         
                Subsidiaries (Tables)                                            
55: R39         Financial Information for Parent Issuer, Guarantor  HTML   2.18M 
                Subsidiaries and Non-Guarantor Subsidiaries                      
                (Tables)                                                         
56: R40         Financial Information for Issuer, Parent            HTML   2.18M 
                Guarantor, Other Guarantor Subsidiaries and                      
                Non-Guarantor Subsidiaries (Tables)                              
57: R41         Basis of Presentation and Significant Accounting    HTML     42K 
                Policies (Details)                                               
58: R42         Merger, Acquisitions and Divestitures - Narrative   HTML    141K 
                (Details)                                                        
59: R43         Merger, Acquisitions and Divestitures -             HTML     59K 
                Preliminary Calculation of Aggregate Merger                      
                Consideration (Details)                                          
60: R44         Merger, Acquisitions and Divestitures - Schedule    HTML    126K 
                of Fair Values of the Identifiable Assets Acquired               
                and Liabilities Assumed (Details)                                
61: R45         Merger, Acquisitions and Divestitures - Schedule    HTML     79K 
                of Acquired Intangible Assets (Details)                          
62: R46         Merger, Acquisitions and Divestitures - Unaudited   HTML     44K 
                Pro Forma Financial Information (Details)                        
63: R47         Segment Information - Narrative (Details)           HTML     42K 
64: R48         Segment Information - Revenue (Net of Reimbursable  HTML     58K 
                Expenses) of the Reported Segments (Details)                     
65: R49         Segment Information - Adjusted Operating Income of  HTML     57K 
                the Reported Segments (Details)                                  
66: R50         Segment Information - Reconciliation of             HTML     79K 
                Information Reported by Segment to Consolidated                  
                Amounts (Details)                                                
67: R51         Restructuring Costs - Narrative (Details)           HTML     52K 
68: R52         Restructuring Costs - Analysis of the Cost for      HTML     99K 
                Restructuring (Details)                                          
69: R53         Restructuring Costs - Restructuring Liability       HTML     59K 
                (Details)                                                        
70: R54         Income Taxes (Details)                              HTML     50K 
71: R55         Goodwill and Intangible Assets - Narrative          HTML     48K 
                (Details)                                                        
72: R56         Goodwill and Intangible Assets - Components of      HTML     96K 
                Goodwill (Details)                                               
73: R57         Goodwill and Intangible Assets - Finite-Lived       HTML     91K 
                Intangible Assets and Liabilities (Details)                      
74: R58         Goodwill and Intangible Assets - Schedule of        HTML     63K 
                Future Amortization Expense and Rent Offset                      
                (Details)                                                        
75: R59         Derivative Financial Instruments - Narrative        HTML     71K 
                (Details)                                                        
76: R60         Debt - Schedule of Short-term Debt and Current      HTML     66K 
                Maturities of Long-Term Debt (Details)                           
77: R61         Debt - Schedule of Long-term Debt (Details)         HTML     76K 
78: R62         Debt - Narrative (Details)                          HTML    168K 
79: R63         Fair Value Measurements - Narrative (Details)       HTML     49K 
80: R64         Fair Value Measurements - Schedule of Assets and    HTML     58K 
                Liabilities Measured at Fair Value on Recurring                  
                Basis (Details)                                                  
81: R65         Fair Value Measurements - Schedule of Liabilities   HTML     45K 
                Whose Carrying Values Differ From the Fair Value                 
                and are Not Measured on a Recurring Basis                        
                (Details)                                                        
82: R66         Retirement Benefits - Narrative (Details)           HTML     78K 
83: R67         Retirement Benefits - Net Periodic Benefit Cost     HTML     71K 
                (Details)                                                        
84: R68         Commitments and Contingencies (Details)             HTML    248K 
85: R69         Supplementary Information for Select Balance Sheet  HTML     37K 
                Accounts - Narrative (Details)                                   
86: R70         Supplementary Information for Select Balance Sheet  HTML     46K 
                Accounts - Accounts Receivable, Net (Details)                    
87: R71         Supplementary Information for Select Balance Sheet  HTML     51K 
                Accounts - Prepaid and Other Current Assets                      
                (Details)                                                        
88: R72         Supplementary Information for Select Balance Sheet  HTML     52K 
                Accounts - Other Non-current Assets (Details)                    
89: R73         Supplementary Information for Select Balance Sheet  HTML     59K 
                Accounts - Other Current Liabilities (Details)                   
90: R74         Supplementary Information for Select Balance Sheet  HTML     55K 
                Accounts - Other Non-current Liabilities (Details)               
91: R75         Accumulated Other Comprehensive Income/(Loss) -     HTML     65K 
                Schedule of Accumulated Other Comprehensive Income               
                (Loss) (Details)                                                 
92: R76         Earnings Per Share - Narrative (Details)            HTML     52K 
93: R77         Earnings Per Share - Basic and Diluted Earnings     HTML     59K 
                Per Share (Details)                                              
94: R78         Subsequent Events (Details)                         HTML     43K 
95: R79         Financial Information for Parent Guarantor, Other   HTML     49K 
                Guarantor Subsidiaries and Non-Guarantor                         
                Subsidiaries - Narrative (Details)                               
96: R80         Financial Information for Parent Guarantor, Other   HTML    144K 
                Guarantor Subsidiaries and Non-Guarantor                         
                Subsidiaries - Unaudited Condensed Consolidated                  
                Statement of Operations (Details)                                
97: R81         Financial Information for Parent Guarantor, Other   HTML     62K 
                Guarantor Subsidiaries and Non-Guarantor                         
                Subsidiaries - Unaudited Condensed Consolidated                  
                Statement of Comprehensive Income (Details)                      
98: R82         Financial Information for Parent Guarantor, Other   HTML    217K 
                Guarantor Subsidiaries and Non-Guarantor                         
                Subsidiaries - Unaudited Condensed Consolidated                  
                Balance Sheet (Details)                                          
99: R83         Financial Information for Parent Guarantor, Other   HTML    171K 
                Guarantor Subsidiaries and Non-Guarantor                         
                Subsidiaries - Unaudited Condensed Consolidated                  
                Statement of Cash Flows (Details)                                
100: R84         Financial Information for Parent Issuer, Guarantor  HTML     50K  
                Subsidiaries and Non-Guarantor Subsidiaries -                    
                Narrative (Details)                                              
101: R85         Financial Information for Parent Issuer, Guarantor  HTML    134K  
                Subsidiaries and Non-Guarantor Subsidiaries -                    
                Unaudited Condensed Consolidated Statement of                    
                Operations (Details)                                             
102: R86         Financial Information for Parent Issuer, Guarantor  HTML     59K  
                Subsidiaries and Non-Guarantor Subsidiaries -                    
                Unaudited Condensed Consolidated Statement of                    
                Comprehensive Income (Details)                                   
103: R87         Financial Information for Parent Issuer, Guarantor  HTML    201K  
                Subsidiaries and Non-Guarantor Subsidiaries -                    
                Unaudited Condensed Consolidated Balance Sheet                   
                (Details)                                                        
104: R88         Financial Information for Parent Issuer, Guarantor  HTML    152K  
                Subsidiaries and Non-Guarantor Subsidiaries -                    
                Unaudited Condensed Consolidated Statement of Cash               
                Flows (Details)                                                  
105: R89         Financial Information for Issuer, Parent            HTML     45K  
                Guarantor, Other Guarantor Subsidiaries and                      
                Non-Guarantor Subsidiaries - Narrative (Details)                 
106: R90         Financial Information for Issuer, Parent            HTML    144K  
                Guarantor, Other Guarantor Subsidiaries and                      
                Non-Guarantor Subsidiaries - Unaudited Condensed                 
                Consolidated Statement of Operations (Details)                   
107: R91         Financial Information for Issuer, Parent            HTML     62K  
                Guarantor, Other Guarantor Subsidiaries and                      
                Non-Guarantor Subsidiaries - Unaudited Condensed                 
                Consolidated Statement of Comprehensive Income                   
                (Details)                                                        
108: R92         Financial Information for Issuer, Parent            HTML    217K  
                Guarantor, Other Guarantor Subsidiaries and                      
                Non-Guarantor Subsidiaries - Unaudited Condensed                 
                Consolidated Balance Sheet (Details)                             
109: R93         Financial Information for Issuer, Parent            HTML    163K  
                Guarantor, Other Guarantor Subsidiaries and                      
                Non-Guarantor Subsidiaries - Unaudited Condensed                 
                Consolidated Statement of Cash Flows (Details)                   
111: XML         IDEA XML File -- Filing Summary                      XML    212K  
110: EXCEL       IDEA Workbook of Financial Reports                  XLSX    162K  
11: EX-101.INS  XBRL Instance -- tw-20160331                         XML  10.42M 
13: EX-101.CAL  XBRL Calculations -- tw-20160331_cal                 XML    331K 
14: EX-101.DEF  XBRL Definitions -- tw-20160331_def                  XML   1.55M 
15: EX-101.LAB  XBRL Labels -- tw-20160331_lab                       XML   2.25M 
16: EX-101.PRE  XBRL Presentations -- tw-20160331_pre                XML   1.88M 
12: EX-101.SCH  XBRL Schema -- tw-20160331                           XSD    268K 
112: ZIP         XBRL Zipped Folder -- 0001140536-16-000058-xbrl      Zip    537K

‘EX-10.4’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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SEC Exhibit

EXHIBIT 10.4

April 30, 2014

David Peter Shalders

51 Lime Street

London EC3M 7DQ

Dear David;

In consideration for your continued employment by Willis Limited, your Contract of Employment, dated September 3, 2013 (your ‘Contract of Employment’), is amended by deleting Section 19 and replacing it in entirety with the fo1lowing paragraphs:

If your employment is terminated by the Company without Cause (and other than by reason of death or Permanent Disability) or by you for Good Reason, then you shall be entitled to:

a.continued payment of your base salary during the 12 month period following the termination date (the ‘Severance Period’) payable in accordance with normal payroll practices, beginning on the first payroll date on or after the 60th day follow1ng the termination date; provided that, in the event such termination occurs within 24 months following a Change in Control, such payment shall equal two times your base annual salary and shall be made in a cash lump sum on the first business day on or after the 60th day following the termination date; provided further that, such amount shall be reduced by any salary paid to you between the date the Company provides you with notice of termination and your termination date;

b.payment of an amount equal to one times your’ target award under the annual incentive plan of Willis Group Holdings Public Limited Company (‘Willis’) applicable at the time of your termination (your ‘Target AIP’), payable in equal instalments during the Severance Period in accordance with normal payroll practices, beginning on the first payroll date on or after the 60th day following the termination date; provided that, in the event such termination occurs within 24 months following a Change in Control, such payment shall equal two times your Target AIP and shall be made in a cash lump sum on the first business day on or after the 60th day following the termination date;

c.payment of a pro-rated award under Willis’ annual incentive plan applicable for the fiscal year in which the termination date occurs equal to the award you are entitled based on actual performance for such year, multiplied by a fraction, the numerator of which is the number of days in the fiscal year of your termination prior to the termination date, and the denominator of which is 365, payable at the time as such awards are paid generally to participants for the applicable year; provided that, in the event such termination occurs within 24 months following a Change in Control, such prorated award shall be determined based upon the Target AlP rather than actual results;

d.continued participation for you and your spouse and then covered dependents in the applicable group medical plan of the Company, if any, in which you and your eligible spouse and dependents participate as of the date of termination in accordance with the terms of such plan in effect from time to time for officers of the Company generally and so long as such continued participation is permissible under applicable law and does not result in any penalty or additional tax (other than taxes applicable to the payment of wages) upon you or the Company or, in lieu of such continued coverage and solely in order to avoid any such penalty or additional tax, monthly payments equal to the excess of the full premium rate (or equivalent rate) under such group medical plan over the amount payable generally by officers of the Company, in each case until the earlier of (x) 12 months following the termination date or (y) the date that you (or any eligible spouse or dependent but only as to the eligibility of such spouse or dependent) obtains new employment that offers

group medical coverage;

e.for purposes of determining the achievement of any employment or service-based vesting requirements applicable to any outstanding stock options, restricted stock units or other long term incentive awards, you shall be treated as having an additional 12 months of employment or service as of the date of termination; provided that, in the event such termination without Cause or for Good Reason occurs within 24 months following a Change in Control, all employment or service-based vesting requirements in such awards shall be waived as of the date of termination; and

f.each stock option granted to you which is vested (or deemed vested in accordance with this Section 19) on your termination date will remain exercisable until the earlier of (x) one year following the date of such termination without Cause or for Good Reason (or, if later, the post-termination expiration date specified in the option) and (y) the normal expiration date of such stock option that would have applied if your employment with the Company had continued.

Any and all amounts payable pursuant to this Section 19 will only be payable if you deliver to the Company and does not revoke a general release in a form reasonably acceptable to the Company within 30 days following the termination date. Except as may be required by applicable law, you will not be entitled to severance pay of any type following your employment termination for any other reason or pursuant to any severance policy of Willis or its affiliates.

For the avoidance of doubt, you acknowledge and agree that the above payments include any amount which may be due to you in damages for any breach by the Company of any notice provision pertaining to your employment.

“Cause” means (i) your gross and/ or chronic neglect of your duties, (ii) your conviction in a Court or Tribunal of competent jurisdiction of an offence involving moral turpitude, (iii) dishonesty, embezzlement, fraud or other material wilful misconduct by you in connection with your employment, (iv) the issue of any final instruction or order for your removal as an associate of the Company and/or officer of the Company by any Court, Tribunal Or’ regulatory authority of competent jurisdiction, (v) your violation of any obligation of confidence and/or fiduciary duty and/or duty or loyalty and/or any other material obligation owed by you to the Company as set out in this Contract of Employment or other agreement with the Company or as implied at common law, (vi) any material breach by you of the Company’s Code of Ethics, or (vii) your failure to maintain any insurance or other license or permission necessary for the proper performance of the duties of your position. Cause shall not include an immaterial, isolated instance of ordinary negligence or failure to act, whether due to an error in judgment or otherwise if your have exercised substantial efforts in good faith to perform the duties reasonably assigned or appropriate to your position.

“Change in Control” has the meaning set forth in Willis’ 2012 Equity Incentive Plan).

“Good Reason” means one or more of the following events has occurred without your written consent: (i) a material adverse diminution in your position, authority or responsibilities or the assignment to you of duties or responsibilities which are materially inconsistent with your position; provided, that, a material diminution in the foregoing shall not be deemed to have occurred solely as a result of the occurrence of a Change in Control or Willis ceasing to be a public company, so long as your position, authority or responsibilities with Willis or any successor is not otherwise materially diminished, (ii) a reduction in your· monthly base salary or Target AIP percentage; or (iii) you is required to relocate your office outside a radius of 35 miles from the current office location of the Willis Building at 51 Lime Street in London. You may not resign or otherwise terminate your employment for any reason set forth above as Good Reason unless you first notifies the Company in writing describing such Good Reason within 90 days of the first occurrence of such circumstances and, thereafter, such Good Reason is not corrected by the Company within 30 days of your written notice of such Good Reason, and you actually terminates employment within 90 days following the expiration of the Company’s 30-day cure period described above.

“Permanent Disability” has the meaning set forth in Willis’ 2012 Equity Incentive Plan),

Notwithstanding the foregoing, if it is reasonably determined by Willis that any payments or benefits that are to be

paid or provided to you or for your own benefit in connection with a change of control (within the meaning of Section 280G of the Internal Revenue Code) (the ‘Payments’) would be subject to the excise tax imposed under section 4999 of the Internal Revenue Code (the ‘Excise Tax’), then such Payments shall be reduced by the smallest amount necessary in order for no portion of the Payments to be subject to the Excise Tax; provided that, no reduction in the Payments shall be made if the After Tax Amount of the Payments payable to you without such reduction would exceed the After Tax Amount of the reduced Payments payable to you. For purposes of the foregoing, the “After Tax Amount” of your Payments shall mean the amount of the Payments that you would retain after payment of all taxes (including without limitation any federal, state or local income taxes, the Excise Tax, and employment taxes) imposed with respect to such Payments. The payment reduction shall be implemented by (i) first reducing any cash severance payments, and (ii) then reducing all other payments and benefits, in each case, with amounts having later payment dates being reduced first.

Except as set forth above, your Contract of Employment will remain in full force and effect. Please acknowledge the changes to your Contract of Employment by signing and dating this letter agreement as indicated below.

Sincerely yours,



Signed:	/s/ *Dominic Casserley*
Name:	DOMINIC CASSERLEY
Title:	Chief Executive Officer
Signed and Acknowledged
Signed:	/s/ *David Shalders*
Name:	DAVID SHALDERS
Date:	MAY 1, 2014

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	5/10/16	4, IRANNOTICE
For Period end:	3/31/16	4
	5/1/14	8-K
	4/30/14	10-K/A, 8-K
	9/3/13
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/21  Willis Towers Watson plc          10-K       12/31/20  153:44M                                    ActiveDisclosure/FA

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Filing Submission 0001140536-16-000058 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)