Waiver and Amendment Agreement Regarding Contingent Stock Issuance between Watson Wyatt Worldwide, Inc. and Ringley House LLP
Watson Wyatt Worldwide, Inc. and Ringley House LLP have agreed to defer the issuance of contingent stock, originally required by their Business Transfer Agreement, from November 20, 2007, to no later than April 30, 2008. Ringley House LLP acknowledges that former Main Partners will not receive dividends on the contingent stock until it is issued. This agreement serves as a formal waiver and amendment to the original timing requirement in the Business Transfer Agreement.
Exhibit 10.1
6 November 2007
Mr JJ Haley
President and Chief Executive Officer
Watson Wyatt Worldwide, Inc
901 N. Glebe Road
Arlington, VA 22203
Dear John
Contingent Stock
In accordance with Schedule 7 to the Business Transfer Agreement (BTA), we hereby
confirm that we agree the Purchasers determination of the 2007 Net Revenue and the
2007 Aggregate Staff Costs. Since it falls 40 Business Days after the date on which a
statement of the aforementioned amounts was delivered to Ringley House LLP, today,
November 6, 2007, becomes the Final Determination Date for the purposes of the BTA.
According to Clause 4.4 of the BTA, Watson Wyatt Worldwide, Inc is required to issue
the Contingent Stock within 10 Business Days of todays date - that is, by Tuesday
November 20, 2007. However, we have requested that the issue of the Contingent Stock
be deferred until on or after 14 April 2008, and accordingly we agree that this provision
of the BTA should be waived and replaced by a requirement to issue the Contingent
Stock not later than 30 April 2008.
We confirm that former Main Partners are aware that they will not be entitled to
dividends on the Contingent Stock until it is issued, and that this will apply regardless of
the dividend policy of Watson Wyatt Worldwide, Inc.
For and on behalf of Ringley House LLP,
/s/Nick Drumbeck |
| /s/ Ian Skinner |
|
|
|
Nick Dumbreck |
| Ian Skinner |
Designated Member |
| Designated Member |
Ringley House LLP
Watson House, London Road, Reigate, Surrey RH2 9PQ, UK\+44(0)1737 241144 Telephone\+44 (0)1737 241496 Fax
Ringley House LLP is a limited liability partnership registered in England and Wales
Registration number: OC 301975, Registered address: Watson House, London Road, Reigate, Surrey RH2 9PQ.