Without Prejudice and Subject to Contract SECOND COMPROMISE AGREEMENT between WILLIS LIMITED WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY and GRAHAME JOHN MILLWATER

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INTERPRETATION

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TERMINATION AND ARRANGEMENTS PRIOR TO TERMINATION

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WAIVER OF CLAIMS

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SUBJECT TO CONTRACT AND WITHOUT PREJUDICE

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ENTIRE AGREEMENT AND PREVIOUS CONTRACTS

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VARIATION

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COUNTERPARTS

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THIRD PARTY RIGHTS

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GOVERNING LAW AND JURISDICTION

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SCHEDULE 1  CLAIMS

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SCHEDULE 2  ADVISER’S CERTIFICATE

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WILLIS LIMITED incorporated and registered in England and Wales with registered number 00181116 whose registered office is at 51 Lime Street, London EC3M 7DQ (the “Company”);

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY incorporated and registered in Ireland whose registered office is at Grand Mill Quay, Barrow Street, Dublin 4, Ireland (the “Parent Company”); and

GRAHAME JOHN MILLWATER of Sandilands, Sandwich Bay, Kent CT13 9PU (the “Employee”)

 

The Employee has been employed by the Company since 9 September 1985, most recently as President, Willis Group and Chairman & CEO, Willis Group under a contract dated 13 March 2007 (the “Employment Contract”).

The parties entered into a compromise agreement (the “First Compromise Agreement”) on 22 December 2011 and have entered this compromise agreement pursuant to and in accordance with clause 2.5 of the First Compromise Agreement.

The Employee has resigned and has served notice to terminate his employment pursuant to the terms of the Employment Contract.

The Employee’s employment with the Company terminated on the Termination Date (as defined below).

The parties have entered into this Agreement to record and implement the terms on which they have agreed to settle any claims which the Employee has or may have in connection with his employment or its termination or otherwise against the Company or any Group Company (as defined below) and/or any of their directors, officers, shareholders and/or employees whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this Agreement, and including, in particular, any statutory complaints which the Employee has raised or raises in this Agreement.

The parties intend this Agreement to be an effective waiver of any such claims and to satisfy the conditions in relation to compromise agreements in the relevant legislation.

The Company enters into this Agreement for itself and as agent and trustee for all Group Companies and it is authorised to do so.  It is the parties’ intention that each Group Company and each of their directors, officers and/or employees should be able to enforce any rights it has under this Agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.

 

AGREED TERMS

The definitions in this clause apply in this Agreement.

The headings in this Agreement are inserted for convenience only and shall not affect its construction.

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

A reference to one gender includes a reference to the other gender.

The schedules to this Agreement form part of (and are incorporated into) this Agreement.

The Employee agrees that the terms of this Agreement and the First Compromise Agreement are offered by the Company without any admission of liability on the part of the Company and are in full and final settlement of all and any claims or rights of action that the Employee has or may have against the Company or any Group Company arising out of:

his employment with the Company or its termination, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in the contemplation at the date of this Agreement in any jurisdiction and including but not limited to the claims specified in Part A of Schedule 1 and Part B of Schedule 1 (each of which are hereby intimated and waived) but excluding:

any personal injury claims of which the Employee is not aware at the date of this Agreement and could not reasonably be expected to be aware;

any claim in respect of accrued pension rights; and

any claim for payments and/or benefits due to him under this Agreement or the First Compromise Agreement and/or to enforce the terms of this Agreement or the First Compromise Agreement.

The Employee warrants that:

before entering into this Agreement he received independent advice from the Adviser as to the terms and effect of this Agreement and, in particular, on its effect on his ability to pursue any complaint before an employment tribunal or other court;

the Adviser has confirmed to the Employee that he/she is a solicitor of the Senior Courts of England and Wales who holds a current practising certificate and that his/her firm has a policy of insurance in force covering the risk of a claim by the Employee in respect of any loss arising in consequence of his advice;

the Adviser shall sign and deliver to the Company a letter in the form attached as Schedule 2 to this Agreement;

before receiving the advice in relation to the claims he has against the Company and any Group Company relating to his employment with the Company or its termination, he disclosed to the Adviser all facts or circumstances of which he was aware that may give rise to a claim against the Company or any Group Company and that he is not aware of any other facts or circumstances that may give rise to any claim against the Company or any Group Company other than those claims specified in clause 3.1 and Schedule 1;

the only claims that he has or may have against the Company or any Group Company (whether at the time of entering into this Agreement or in the future) relating to his employment with the Company or its termination are specified in clause 3.1 and Schedule 1; and

he is not aware of any personal injury claim or claim in respect of accrued pension rights that he has or may have against the Company and/or any Group Company.

The Employee acknowledges that the conditions relating to compromise agreements under contained in section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 147 of the Equality Act 2010, section 72(4A) of the Race Relations Act 1976, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, paragraph 2 of schedule 3A of the Disability Discrimination Act 1995, section 203(3) of the Employment Rights Act 1996, regulations 35(2) and 35(3) of the Working Time Regulations 1998, paragraph 2(2) of schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, paragraph 2(2) of schedule 4 of the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 12 of the schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, section 49(4) National Minimum Wage Act 1998, section 14 Employment Relations Act 1999; Regulation 41(4) of the Transnational Consultation and Information of Employees Regulations 1999, Regulation 9 of the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Regulation 40(4) of the Information and Consultation of Employees Regulations 2004, Regulation 52 of the European Public Limited-Liability Company Regulations 2004, Regulation 18 of the Transfer of Undertakings (Protection of Employment) Regulations 2006, and paragraph 2(2) of schedule 5 of the Employment Equality (Age) Regulations 2006 have been satisfied.

The waiver in clause 3.1 shall have effect irrespective of whether or not, at the date of this Agreement, the Employee is or could be aware of such claims or have such claims in his express contemplation (including such claims of which the Employee becomes aware after the date of this Agreement in whole or in part as a result of new legislation or the development of common law or equity).

The Employee agrees that, except for the payments and/or benefits provided for or referred to in the First Compromise Agreement and notwithstanding any payments made pursuant to the Consultancy Agreement (as defined in the First Compromise Agreement) and subject to the waiver in clause 3.1 of this Agreement, he shall not be eligible for any further payment from the Group relating to his employment or its termination, and without limitation to the generality of the foregoing, he expressly waives any right or claim that he has or may have to any rights or benefits under any share option, bonus, long-term incentive plan, other equity-based incentive scheme or profit sharing scheme operated by the Company or any Group Company in which he may have participated had his employment not terminated.

Each party on behalf of itself and (in the case of the Company, as agent for any Group Companies) acknowledges and agrees with the other party (the Company acting on behalf of itself and as agent for each Group Company) that:

this Agreement together with any documents referred to in it (including, but not limited to the First Compromise Agreement) constitutes the entire agreement and understanding between the Employee and the Company and any Group Company and supersedes any previous agreement between them relating to his employment by the Company (which shall be deemed to have been terminated by mutual consent);

in entering into this Agreement neither he nor the Company nor any Group Company has relied on any Pre-Contractual Statement; and

the only remedy available to it for breach of this Agreement shall be for breach of contract under the terms of this Agreement and it shall have no right of action against any other party in respect of any Pre-Contractual Statement.

Nothing in this Agreement shall, however, operate to limit or exclude any liability for fraud.

This Agreement and all matters, including any contractual and non-contractual rights and obligations arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement.

I, [Ian Hunter] of Bird & Bird LLP, whose address is 15 Fetter Lane, London EC4A 1JP, am a Solicitor of the Senior Courts of England and Wales who holds a current practising certificate issued by the Solicitors Regulation Authority.

I have given Grahame John Millwater legal advice on the terms and effect of the Agreement and, in particular, its effect upon his ability to pursue his rights before an employment tribunal.

I gave the advice to Grahame John Millwater as a relevant independent adviser within the meaning of the acts and regulations referred to at clause 3.3 of the Agreement.

There is now in force (and was in force at the time I gave the advice referred to above), a policy of insurance or an indemnity provided for members of a profession or professional body covering the risk of claim by in respect of loss arising in consequence of the advice I have given Grahame John Millwater.

Neither myself nor Bird & Bird LLP acted for the Company or the Parent Company in relation to the termination of the Employee’s employment with the Company or the Agreement.