EXHIBIT 1.1 5,600,000 Shares WATSON WYATT & COMPANY HOLDINGS Class A Common Stock ($0.01 Par Value) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2000 • Watson Wyatt & Co Holdings • Services-management consulting services • New York
RECITALSMerger Agreement • January 19th, 2000 • Watson Wyatt & Co Holdings • Delaware
PART 2 AMENDMENTS TO EXISTING CREDIT AGREEMENTCredit Agreement • December 4th, 2000 • Watson Wyatt & Co Holdings • Services-management consulting services • North Carolina
Exhibit 1.1 2,950,000 Shares WATSON WYATT & COMPANY HOLDINGS Class A Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 20th, 2001 • Watson Wyatt & Co Holdings • Services-management consulting services • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 4th, 2005 • Watson Wyatt & Co Holdings • Services-management consulting services • Delaware
WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such qualified persons that there will be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; and
CREDIT AGREEMENT Dated as of January 1, 2010 among TOWERS WATSON & CO. (1) and CERTAIN SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, PNC BANK, NATIONAL ASSOCIATION, as Syndication...Credit Agreement • January 4th, 2010 • Towers Watson Delaware Inc. • Services-management consulting services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of January 1, 2010, among TOWERS WATSON & CO. (f/k/a Jupiter Saturn Holding Company), a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
REVOLVING CREDIT AGREEMENT dated as of June 30, 2004 amongRevolving Credit Agreement • August 17th, 2004 • Watson Wyatt & Co Holdings • Services-management consulting services • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2004, by and among WATSON WYATT & COMPANY, a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, a Georgia banking corporation, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of July 11, 2005 among WATSON WYATT & COMPANY, as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent SUNTRUST ROBINSON HUMPHREY, a division of SunTrust...Revolving Credit Agreement • July 14th, 2005 • Watson Wyatt & Co Holdings • Services-management consulting services • New York
THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 11, 2005, by and among WATSON WYATT & COMPANY, a Delaware corporation (the “Borrower”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), and SUNTRUST BANK, a Georgia banking corporation, in its capacity as administrative agent for the Lenders (the “Administrative Agent”), as issuing bank (the “Issuing Bank”) and as swingline lender (the “Swingline Lender”).
OFFICE LEASE Between THE OWNERS OF 1717 H STREET, N.W., WASHINGTON, D.C. LANDLORD, and WATSON WYATT & COMPANY d/b/a WATSON WYATT WORLDWIDE, TENANT, forOffice Lease • March 17th, 2000 • Watson Wyatt & Co Holdings • Services-management consulting services • Virginia
DATED 15 April 2005 Watson Wyatt LLP Watson Wyatt Limited Watson Wyatt & Company HoldingsBonuses Deed • May 4th, 2005 • Watson Wyatt & Co Holdings • Services-management consulting services • England and Wales
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 24th, 2007 • Watson Wyatt Worldwide, Inc. • Services-management consulting services • New York
THIS AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) is made and entered into as of this 21st day of June, 2007, by and between SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (as such terms are defined below), and WATSON WYATT & COMPANY, a Delaware corporation (the “Borrower”).
FIRST AMENDMENT TO DEED OF LEASEDeed of Lease • May 10th, 2005 • Watson Wyatt & Co Holdings • Services-management consulting services
THIS FIRST AMENDMENT TO DEED OF LEASE (“First Amendment”) is made this 22nd day of April, 2005, by and between ARLINGTON OFFICE, L.L.C., a Delaware limited liability company (“Landlord”), and WATSON WYATT & COMPANY, a Delaware corporation (“Tenant”).
AGREEMENT AND PLAN OF MERGER among WATSON WYATT WORLDWIDE, INC., TOWERS, PERRIN, FORSTER & CROSBY, INC.,Merger Agreement • June 29th, 2009 • Watson Wyatt Worldwide, Inc. • Services-management consulting services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 26, 2009, among Watson Wyatt Worldwide, Inc., a Delaware corporation (“Watson Wyatt”), Towers, Perrin, Forster & Crosby, Inc., a Pennsylvania corporation (“Towers Perrin” ), Jupiter Saturn Holding Company, a Delaware corporation (“Holding Company”), Jupiter Saturn Pennsylvania Inc., a Pennsylvania corporation (“Pennsylvania Merger Sub”), and Jupiter Saturn Delaware Inc., a Delaware corporation (“Delaware Merger Sub” and together with Pennsylvania Merger Sub, the “Merger Subsidiaries”). Capitalized terms that are used but are not otherwise defined herein shall have the meanings set forth in Section 8.3.
Exhibit 10.5Letter Agreement • September 14th, 2000 • Watson Wyatt & Co Holdings • Services-management consulting services
We are asking that you enter into this letter agreement in consideration for the agreement of the several underwriters, for which Deutsche Bank Securities Inc. intends to act as representative, to underwrite a proposed public offering ("IPO" or "offering") of Class A common stock of Watson Wyatt & Company Holdings, our newly-created Delaware holding company, as described in the proxy statement transmitted to you on May 24, 2000 and as contemplated by the registration statement filed with the Securities and Exchange Commission on Form S-3, as amended. By signing below, you hereby agree that you will not, directly or indirectly, without our prior written consent, "transfer" Watson Wyatt & Company Holdings shares during the following periods, the last of which will end four years after the public offering date: o 25% of the aggregate Watson Wyatt & Company Holdings shares which you own immediately following the IPO may be transferred beginning one year after the public offering date;
FORM OF STOCK TRANSFER AGREEMENT RE: Shares of Watson Wyatt & Company Holdings—Stock Transfer AgreementStock Transfer Agreement • May 4th, 2005 • Watson Wyatt & Co Holdings • Services-management consulting services • Delaware
Watson Wyatt & Company Holdings ("WWCH") will be issuing shares of its Class A Common Stock ("Common Stock") in connection with the purchase by Watson Wyatt (UK) Acquisitions 2 Limited ("Purchaser"), a wholly-owned subsidiary of WWCH of certain assets and assumption of certain liabilities (the "Acquisition") of Watson Wyatt LLP ("WWLLP"). In connection with, and following consummation of, the Acquisition, Purchaser will assign certain assets and liabilities acquired in connection therewith to Watson Wyatt Limited ("WWL"), a wholly-owned indirect subsidiary of WWCH. We are asking you to enter into this Stock Transfer Agreement as a condition to your receipt of Common Stock in connection with the Acquisition.
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • November 9th, 2007 • Watson Wyatt Worldwide, Inc. • Services-management consulting services • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the "Agreement") is made and entered into as of this 14th day of September 2007, by and between SUNTRUST BANK, in its capacity as Administrative Agent, Issuing Bank and Swingline Lender for the Lenders (as such terms are defined below), WATSON WYATT & COMPANY, a Delaware corporation (the "Borrower") and the several banks and other financial institutions and lenders party hereto.
CONSENTConsent • August 20th, 2001 • Watson Wyatt & Co Holdings • Services-management consulting services • North Carolina
THIS CONSENT (this "Consent"), dated as of June 15, 2001, to the Credit Agreement referenced below, is by and among Watson Wyatt & Company, a Delaware corporation (the "Borrower"), Watson Wyatt & Company Holdings, a Delaware corporation (the "Parent"), the Domestic Subsidiaries of the Parent identified on the signature pages hereto as "Subsidiary Guarantors" (the "Subsidiary Guarantors"), the Banks identified on the signature pages hereto and Bank of America, N.A., a national banking association formerly known as NationsBank, N.A., as agent for the Banks (in such capacity, together with any successor in such capacity, the "Agent").
WATSON WYATT WORLDWIDE, INC. 2000 LONG-TERM INCENTIVE PLAN FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • November 9th, 2009 • Watson Wyatt Worldwide, Inc. • Services-management consulting services • Delaware
AGREEMENT made as of the___ day of ___, 2009, between Watson Wyatt Worldwide, Inc. (formerly Watson Wyatt & Company Holdings), a Delaware corporation (the “Company”), and ___ (“Employee”).
DATED 15 April 2005 Watson Wyatt LLP The Wyatt Company Holdings Limited The Wyatt Company (UK) Limited Wyatt Trustee Limited Watson Wyatt LimitedDistribution Agreement • May 4th, 2005 • Watson Wyatt & Co Holdings • Services-management consulting services • England and Wales
FIRST AMENDMENT TO LEASELease • February 9th, 2006 • Watson Wyatt Worldwide, Inc. • Services-management consulting services
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made this 14 day of November, 2005 by and between ARLINGTON GATEWAY INVESTORS, LLC, a Virginia limited liability company (“Landlord”), successor-in-interest to Arlington Office, L.L.C., and WATSON WYATT & COMPANY, a Delaware corporation (“Tenant”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 19th, 2009 • Watson Wyatt Worldwide, Inc. • Services-management consulting services • Delaware
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of June 26, 2009, among Watson Wyatt Worldwide, Inc., a Delaware corporation (“Watson Wyatt”), Towers, Perrin, Forster & Crosby, Inc., a Pennsylvania corporation (“Towers Perrin”), Jupiter Saturn Holding Company, a Delaware corporation (“Holding Company”), Jupiter Saturn Pennsylvania Inc., a Pennsylvania corporation (“Pennsylvania Merger Sub”), and Jupiter Saturn Delaware Inc., a Delaware corporation (“Delaware Merger Sub”), is entered into and effective as of October 19, 2009. All capitalized terms used in this Amendment and not otherwise defined herein shall have the respective meanings given to such terms in the Agreement.
DEED OF LEASE between ARLINGTON OFFICE, L.L.C., as Landlord, and WATSON WYATT & COMPANY, as Tenant, for space in “Arlington Gateway” located at 901 North Glebe Road Arlington, VirginiaDeed of Lease • May 7th, 2004 • Watson Wyatt & Co Holdings • Services-management consulting services
THIS DEED OF LEASE (the “Lease”) is made and entered into as of April 27, 2004, by and between ARLINGTON OFFICE, L.L.C., a Delaware limited liability company (“Landlord”), and WATSON WYATT & COMPANY, a Delaware corporation (“Tenant”).
CREDIT AGREEMENT by and among WATSON WYATT & COMPANY, as Borrower WATSON WYATT & COMPANY HOLDINGS and CERTAIN OF ITS DOMESTIC SUBSIDIARIES, as Guarantors THE BANKS PARTY HERETO THE BANK OF NOVA SCOTIA and COMERICA BANK, as Co-Syndication Agents...Credit Agreement • September 25th, 2002 • Watson Wyatt & Co Holdings • Services-management consulting services • North Carolina
THIS CREDIT AGREEMENT (this "Credit Agreement") dated as of June 25, 2002 is by and among WATSON WYATT & COMPANY, a Delaware corporation (the "Borrower"), WATSON WYATT & COMPANY HOLDINGS, a Delaware corporation (the "Parent"), the Subsidiary Guarantors (defined herein), the Banks (defined herein) and Bank of America, N.A., as agent for the Banks (in such capacity, the "Agent").
AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 9th, 2005 • Watson Wyatt & Co Holdings • Services-management consulting services • New York
THIS AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) is made and entered into as of this 30th day of September, 2005, by and between SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (as such terms are defined below), and WATSON WYATT & COMPANY, a Delaware corporation (the “Borrower”).
