Business Context and Reporting Period
This Form 8-K is a current report filed by Willis Group Holdings Limited (a Bermuda corporation) on November 17, 2009. The filing addresses amendments to the Willis U.S. 2005 Deferred Compensation Plan administered by Willis North America Inc., an indirect subsidiary. The amendments are effective as of January 1, 2010, with certain provisions taking effect in 2011.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on changes to a specific employee compensation plan.
Material Changes
The primary material change reported is the amendment of the Deferred Compensation Plan to remove specific restrictions on deferrals and payouts:
- Salary Deferrals: Beginning January 1, 2010, the application of IRS compensation limits for salary deferrals is eliminated. Participants may defer up to 50% of their base salary.
- Bonus Deferrals: Beginning January 1, 2011, the application of IRS compensation limits for bonus deferrals is eliminated. Participants may defer up to 95% of their bonus and incentive compensation.
- Termination Caps: The cap on payments to participants who are terminated for cause or voluntarily resign within three years of their initial deferral election has been removed.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of general business risks. The only contingency noted is the specific eligibility and timing requirements for the amended compensation plan. The full text of the Amended and Restated Willis US 2005 Deferred Compensation Plan is attached as Exhibit 10.1.
Investor Verification Checklist
- Verify the specific eligibility requirements for employees under the amended plan.
- Review Exhibit 10.1 for the complete legal terms of the Amended and Restated Willis US 2005 Deferred Compensation Plan.
- Confirm the effective dates: January 1, 2010, for salary deferral changes and January 1, 2011, for bonus deferral changes.
- Assess the potential impact of removing termination caps on future compensation liabilities.