CREDIT AGREEMENT Dated as of January 1, 2010 amongCredit Agreement • January 4th, 2010 • Towers Watson & Co. • 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.
AGREEMENT AND PLAN OF MERGER by and among WILLIS GROUP HOLDINGS PLC, CITADEL MERGER SUB, INC. and TOWERS WATSON & CO. dated as of June 29, 2015Merger Agreement • June 30th, 2015 • Towers Watson & Co. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated June 29, 2015, is by and among Willis Group Holdings plc, an Irish public limited company (“Parent”), Citadel Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Towers Watson & Co., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
TERM LOAN CREDIT AGREEMENT Dated as of November 20, 2015 among TOWERS WATSON DELAWARE INC. as Borrower,Term Loan Credit Agreement • November 24th, 2015 • Towers Watson & Co. • Services-management consulting services • New York
This TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of November 20, 2015, among TOWERS WATSON DELAWARE INC., a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
CREDIT AGREEMENT Dated as of November 7, 2011 among TOWERS WATSON & CO., 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 Agent,...Credit Agreement • November 8th, 2011 • Towers Watson & Co. • Services-management consulting services • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of November 7, 2011, among TOWERS WATSON & CO., 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.
TERM LOAN CREDIT AGREEMENT Dated as of June 1, 2012 among TOWERS WATSON & CO., as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION, JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL ASSOCIATION, SUNTRUST BANK...Term Loan Credit Agreement • June 1st, 2012 • Towers Watson & Co. • Services-management consulting services • New York
This TERM LOAN CREDIT AGREEMENT (“Agreement”) is entered into as of June 1, 2012, among TOWERS WATSON & CO., a Delaware corporation (the “Company”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
TOWERS WATSON & CO. (a Delaware corporation) Shares of Class A Common Stock PURCHASE AGREEMENTPurchase Agreement • September 13th, 2010 • Towers Watson & Co. • Services-management consulting services • New York
RESTRICTED STOCK UNIT AWARD AGREEMENT UNITED STATES (Time-Based Vesting) Towers Watson & Co.Restricted Stock Unit Award Agreement • August 29th, 2012 • Towers Watson & Co. • Services-management consulting services • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), made as of this 15th day of September, 2011, between Towers Watson & Co., a Delaware corporation (the “Company”), and (the “Participant”), is made pursuant to the terms of the Company’s 2009 Long Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-Based Vesting) Towers Watson & Co.Restricted Stock Unit Award Agreement • August 29th, 2012 • Towers Watson & Co. • Services-management consulting services • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), made as of this day of , 20 , between Towers Watson & Co., a Delaware corporation (the “Company”), and [NAME] (the “Participant”), is made pursuant to the terms of the Company’s 2009 Long Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 19th, 2015 • Towers Watson & Co. • Services-management consulting services • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of November 19, 2015 (this “Amendment”), is by and among Willis Group Holdings Public Limited Company, an Irish public limited company (“Parent”), Citadel Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Towers Watson & Co., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 7th, 2014 • Towers Watson & Co. • Services-management consulting services • New York
This AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of January 13, 2014, is among TOWERS WATSON & CO., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Term Loan Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 2009, between Towers Watson & Co. (the “Company”), and (“Indemnitee”)Indemnification Agreement • October 19th, 2009 • Jupiter Saturn Holding Co • Services-management consulting services • Delaware
WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract and retain qualified persons as directors and officers would be detrimental to the best interests of the Company’s stockholders and that the Company should act to assure its directors and officers 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
RESTRICTED STOCK UNIT AWARD AGREEMENT (Performance-Based Vesting) Towers Watson & Co.Restricted Stock Unit Award Agreement • September 30th, 2010 • Towers Watson & Co. • Services-management consulting services • Delaware
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), made as of this day of , 20 , between Towers Watson & Co., a Delaware corporation (the “Company”), and [NAME] (the “Participant”), is made pursuant to the terms of the Company’s 2009 Long Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • February 7th, 2014 • Towers Watson & Co. • Services-management consulting services • New York
This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of January 13, 2014, is among TOWERS WATSON & CO., a Delaware corporation (the “Company”), certain Subsidiaries of the Company as Designated Borrowers (collectively with the Company, the “Borrowers” and each a “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
Watson Wyatt Share Incentive Plan 2005 Deed to Change the Trust Deed and RulesTrust Deed Amendment • August 29th, 2012 • Towers Watson & Co. • Services-management consulting services
AGREEMENT AND PLAN OF MERGER by and among TOWERS WATSON & CO., SUNDANCE MERGER SUB, INC. and EXTEND HEALTH, INC., and with respect to Section 2.8 and Article VIII only SHAREHOLDER REPRESENTATIVE SERVICES LLC, as Securityholders’ Representative Dated...Merger Agreement • May 15th, 2012 • Towers Watson & Co. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 11, 2012, by and among Towers Watson & Co., a Delaware corporation (“Parent”), Sundance Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), and Extend Health, Inc., a Delaware corporation (the “Company”), and with respect to Section 2.8 and Article VIII only, Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Securityholders’ Representative.
RESTRICTED STOCK UNIT AWARD AGREEMENT Towers, Perrin, Forster & Crosby, Inc. Restricted Stock Unit PlanRestricted Stock Unit Award Agreement • October 19th, 2009 • Jupiter Saturn Holding Co • Services-management consulting services • Pennsylvania
This RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of this __ day of _____, 2009, between Towers, Perrin, Forster & Crosby, Inc., a Pennsylvania corporation (the “Company”), and ____________________ (the “Participant”), pursuant to the terms of the Towers, Perrin, Forster & Crosby, Inc. Restricted Stock Unit Plan (the “Plan”). Capitalized terms that are used herein but are not defined shall have the meanings set forth in the Plan.
TRANSACTION BASED COMPENSATION AGREEMENTTransaction Based Compensation Agreement • October 19th, 2009 • Jupiter Saturn Holding Co • Services-management consulting services • New York
AGREEMENT effective as of December 31, 2008 between Towers, Perrin, Forster & Crosby, Inc. (the “Company”), with offices at One Stamford Plaza, 263 Tresser Boulevard, Stamford, CT 06901-3226 and (the “Executive”), residing at .
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 12th, 2013 • Towers Watson & Co. • Services-management consulting services • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of October 9, 2013, is among TOWERS WATSON & CO., a Delaware corporation (the “Company”), certain Subsidiaries of the Company as Designated Borrowers (collectively with the Company, the “Borrowers” and each a “Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
TRANSACTION AWARD AGREEMENT1Transaction Award Agreement • October 19th, 2009 • Jupiter Saturn Holding Co • Services-management consulting services • Delaware
This TRANSACTION AWARD AGREEMENT (this “Agreement”), made as of this ___ day of ____, 20__, between the Parent Company (as defined below) and __________________ (the “Participant”), is made pursuant to the terms of the Merger Agreement (as defined below) in exchange for an outstanding award of restricted stock units (“RSUs”) issued to the Participant under the Towers, Perrin, Forster & Crosby, Inc. Restricted Stock Unit Plan (the “Plan”).
VOTING AGREEMENTVoting Agreement • June 30th, 2015 • Towers Watson & Co. • Services-management consulting services • Delaware
This VOTING AGREEMENT, dated as of June 29, 2015 (this “Agreement”), among Towers Watson & Co., a Delaware corporation (the “Company”) and the shareholders of Willis Group Holdings plc, an Irish public limited company (“Parent”) listed on Schedule A hereto (each, a “Shareholder” and, collectively, the “Shareholders”).
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • November 19th, 2015 • Towers Watson & Co. • Services-management consulting services
This AMENDMENT NO. 1 TO VOTING AGREEMENT, dated as of November 19, 2015 (this “Amendment”), is by and among Towers Watson & Co., a Delaware corporation (the “Company”) and the shareholders of Willis Group Holdings plc, an Irish public limited company (“Parent”) listed on Schedule A thereto (each, a “Shareholder” and, collectively, the “Shareholders”).
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • December 29th, 2015 • Towers Watson & Co. • Services-management consulting services • New York
This AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of December 23, 2015, is among TOWERS WATSON DELAWARE INC., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Term Loan Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • November 12th, 2013 • Towers Watson & Co. • Services-management consulting services • New York
This AMENDMENT NO. 1 TO TERM LOAN CREDIT AGREEMENT (this “Amendment”) dated as of October 9, 2013, is among TOWERS WATSON & CO., a Delaware corporation (the “Company”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Term Loan Credit Agreement described below) (in such capacity, the “Administrative Agent”), and each of the Lenders party hereto.
TOWERS WATSON & CO. NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • March 8th, 2010 • Towers Watson & Co. • Services-management consulting services • Delaware
This Award Agreement (the “Agreement”), made as of this day of , 2010, between Towers Watson & Co., a Delaware corporation (the “Company”), and NAME (the “Optionee”), is made pursuant to the terms of the Company’s 2009 Long Term Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
