Willis Towers Watson Plc Sample Contracts

Willis Towers Watson Plc – Willis Towers Watson PLC Willis Towers Watson House Elm Park Merrion Road Dublin 4 (September 10th, 2019)

Willis Towers Watson Public Limited Company (the “Company”) and Willis Towers Watson Sub Holdings Unlimited Company (the “Subsidiary”)

Willis Towers Watson Plc – PRIVATE AND CONFIDENTIAL (September 10th, 2019)

Willis North America Inc. (the “Issuer”) $450,000,000 aggregate principal amount of its 2.950% Senior Notes due 2029 (the “2029 Securities”) and $550,000,000 aggregate principal amount of its 3.875% Senior Notes due 2049 (the “2049 Securities” and, together with the 2029 Securities, the “Securities”)

Willis Towers Watson Plc – Baker & McKenzie Amsterdam N.V. Attorneys at law, Tax advisors and Civil-law notaries Claude Debussylaan 54 1082 MD Amsterdam The Netherlands Tel: +31 20 551 7555 www.bakermckenzie.nl Asia Willis Towers Watson Public Limited Company 51 Lime Street London EC3M 7DQ England 10 September 2019 03279707-000001/5478660-v4\AMSDMS/PHS/EMH Re: Willis Netherlands Holdings B.V. Dear Sirs, I. Introduction We are acting as Dutch legal counsel (advocaten) to Willis Towers Watson Public Limited Company in respect of Willis Netherlands Holdings B.V., a company incorporated under the laws of The Netherlands wit (September 10th, 2019)

Baker & McKenzie Amsterdam N.V. has its registered office in Amsterdam, the Netherlands, and is registered with the Trade Register under number 34208804.

Willis Towers Watson Plc – WILLIS NORTH AMERICA INC., as Issuer WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY WILLIS NETHERLANDS HOLDINGS B.V. WILLIS INVESTMENT UK HOLDINGS LIMITED TA I LIMITED WILLIS TOWERS WATSON UK HOLDINGS LIMITED TRINITY ACQUISITION PLC, and WILLIS GROUP LIMITED as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Fourth Supplemental Indenture Dated as of September 10, 2019 to the Indenture dated as of May 16, 2017 Creating two series of Securities designated 2.950% Senior Notes Due 2029 3.875% Senior Notes Due 2049 (September 10th, 2019)

FOURTH SUPPLEMENTAL INDENTURE, dated as of September 10, 2019, among WILLIS NORTH AMERICA INC., a Delaware corporation, as issuer (the “Issuer”) and WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, a company organized and existing under the laws of Ireland and parent company of the Issuer (without any of its consolidated subsidiaries, “Parent,” and together with its consolidated subsidiaries, the “Company”), WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY, a company organized and existing under the laws of Ireland, WILLIS NETHERLANDS HOLDINGS B.V., a company organized under the laws of the Netherlands, WILLIS INVESTMENT UK HOLDINGS LIMITED, a company organized and existing under the laws of England and Wales, TA I LIMITED, a company organized and existing under the laws of England and Wales, WILLIS TOWERS WATSON UK HOLDINGS LIMITED, a company organized and existing under the laws of England and Wales, TRINITY ACQUISITION PLC, a company organized and existing under the laws of England a

Willis Towers Watson Plc – Willis North America Inc. $450,000,000 2.950% Senior Notes due 2029 $550,000,000 3.875% Senior Notes due 2049 Underwriting Agreement (September 5th, 2019)
Willis Towers Watson Plc – Financial Press Release Willis Towers Watson Prices Offering of $1,000,000,000 of Senior Notes (September 5th, 2019)

ARLINGTON, Va. and LONDON, Sept. 03, 2019 (GLOBE NEWSWIRE) — Willis Towers Watson Public Limited Company (NASDAQ: WLTW) (“Willis Towers Watson”), today announced pricing of a registered offering (the “Offering”) by Willis North America Inc. (“Willis North America”), an indirect wholly-owned subsidiary of Willis Towers Watson, of Willis North America’s $450,000,000 aggregate principal amount of 2.950% senior unsecured notes due 2029 and $550,000,000 aggregate principal amount of 3.875% senior unsecured notes due 2049 (collectively, the “notes”). Payment of principal and interest on the notes will be fully and unconditionally guaranteed by Willis Towers Watson, and certain direct and indirect subsidiary entities of Willis Towers Watson. Willis Towers Watson expects the Offering to close on September 10, 2019, subject to customary closing conditions.

Willis Towers Watson Plc – WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY COMPENSATION POLICY AND SHARE OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS (As of July 2019) (August 1st, 2019)

The Board of Directors (the “Board”) of Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland (the “Company”), has deemed it advisable and in the best interests of the Company to formalize the current Non-Employee Director compensation package and share ownership guidelines through the adoption of this Compensation and Ownership Policy (the “Policy”).

Willis Towers Watson Plc – SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (August 1st, 2019)

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of May 20, 2019 (the ‘”Effective Date”) by and between John J. Haley (“Executive”) and Willis Towers Watson Public Limited Company (the “Company”).

Willis Towers Watson Plc – PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT FOR OPERATING COMMITTEE MEMBERS (May 3rd, 2019)

THIS PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), is made by and between Willis Towers Watson Public Limited Company and any successor thereto (the “Company”) and the individual (the “Colleague”) who has signed or electronically accepted this Agreement (including the Schedules attached hereto) in the manner specified in the Colleague’s online account with the Company’s designated broker/stock plan administrator.

Willis Towers Watson Plc – willistowerswatson.com Willis Towers Watson 2019 First Quarter Financial Results Supplemental Materials May 1, 2019 © 2019 Willis Towers Watson. All rights reserved. willistowerswatson.com Willis Towers Watson Forward Looking Statements © 2019 Willis Towers Watson. All rights reserved. This document contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward - looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “ pla (May 1st, 2019)
Willis Towers Watson Plc – willistowerswatson.com Willis Towers Watson 2018 Fourth Quarter and Full Year Financial Results Supplemental Materials February 7, 2019 © 2019 Willis Towers Watson. All rights reserved. willistowerswatson.com Willis Towers Watson Forward Looking Statements © 2019 Willis Towers Watson. All rights reserved. This document contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward - looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe (February 7th, 2019)
Willis Towers Watson Plc – Asia Pacific Bangkok Beijing Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur Manila Melbourne Shanghai Singapore Sydney Taipei Tokyo Europe & Middle East Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Doha Dusseldorf Frankfurt / Main Geneva Istanbul Kyiv London Luxembourg Madrid Milan Moscow Munich Paris Prague Riyadh Rome St. Petersburg Stockholm Vienna Warsaw Zurich North & South America Bogota Brasilia* Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Mexico City Miami Monterrey New York Palo Alto Porto Alegre* Rio de Janeiro* Sa (September 10th, 2018)
Willis Towers Watson Plc – Solicitors 70 Sir John Rogerson’s Quay Dublin 2 Ireland D02 R296 T +353 1 232 2000 F +353 1 232 3333 W www.matheson.com DX 2 Dublin (September 10th, 2018)

Willis Towers Watson Public Limited Company (the “Company”) and Willis Towers Watson Sub Holdings Unlimited Company (the “Subsidiary”)

Willis Towers Watson Plc – WILLIS NORTH AMERICA INC., as Issuer WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY WILLIS NETHERLANDS HOLDINGS B.V. WILLIS INVESTMENT UK HOLDINGS LIMITED TA I LIMITED WILLIS TOWERS WATSON UK HOLDINGS LIMITED TRINITY ACQUISITION PLC, and WILLIS GROUP LIMITED as Guarantors and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee Third Supplemental Indenture Dated as of September 10, 2018 to the Indenture dated as of May 16, 2017 Creating two series of Securities designated 4.500% Senior Notes Due 2028 5.050% Senior Notes Due 2048 (September 10th, 2018)

THIRD SUPPLEMENTAL INDENTURE, dated as of September 10, 2018, among WILLIS NORTH AMERICA INC., a Delaware corporation, as issuer (the “Issuer”) and WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, a company organized and existing under the laws of Ireland and parent company of the Issuer (without any of its consolidated subsidiaries, “Parent,” and together with its consolidated subsidiaries, the “Company”), WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY, a company organized and existing under the laws of Ireland, WILLIS NETHERLANDS HOLDINGS B.V., a company organized under the laws of the Netherlands, WILLIS INVESTMENT UK HOLDINGS LIMITED, a company organized and existing under the laws of England and Wales, TA I LIMITED, a company organized and existing under the laws of England and Wales, WILLIS TOWERS WATSON UK HOLDINGS LIMITED, a company organized and existing under the laws of England and Wales, TRINITY ACQUISITION PLC, a company organized and existing under the laws of England an

Willis Towers Watson Plc – Willis North America Inc. $600,000,000 4.500% Senior Notes due 2028 $400,000,000 5.050% Senior Notes due 2048 Underwriting Agreement (September 10th, 2018)
Willis Towers Watson Plc – PRIVATE AND CONFIDENTIAL (September 10th, 2018)

Willis North America Inc. (the “Issuer”), $600,000,000 aggregate principal amount of its 4.50% Senior Notes due 2028 (the “2028 Securities”) and $400,000,000 aggregate principal amount of its 5.05% Senior Notes due 2048 (the “2048 Securities” and together with the 2028 Securities, the “Securities”)

Willis Towers Watson Plc – Amendment 2017-1 Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (August 6th, 2018)
Willis Towers Watson Plc – AMENDMENT TO EMPLOYMENT AGREEMENT (August 6th, 2018)

This Amendment to Employment Agreement (this “Amendment”) is entered into as of May 22, 2018, by and between Willis North America Inc. (the “Company”), a subsidiary of Willis Group Holdings Public Limited Company (“Willis”), and Todd Jones (“Executive”).

Willis Towers Watson Plc – WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY COMPENSATION POLICY AND SHARE OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS (August 6th, 2018)

The Board of Directors of Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland, has deemed it advisable and in the best interests of the Company to formalize the current Non-Employee Director compensation package and share ownership guidelines through the adoption of this Compensation and Ownership Policy (the “Policy”).

Willis Towers Watson Plc – Willis TOWERS WATSON Public Limited Company 2012 Equity Incentive Plan, as amended and restated PERFORMANCE-BASED RESTRICTED SHARE UNIT AGREEMENT FOR OPERATING COMMITTEE MEMBERS (August 6th, 2018)

THIS PERFORMANCE-BASED RESTRICTED SHARE UNIT AWARD AGREEMENT (this “Agreement”), is made by and between Willis Towers Watson Public Limited Company and any successor thereto (the “Company”) and the individual (the “Associate”) who has signed or electronically accepted this Agreement (including the Schedules attached hereto) in the manner specified in the Associate’s online account with the Company’s designated broker/stock plan administrator.

Willis Towers Watson Plc – willistowerswatson.com Willis Towers Watson Supplemental Slides © 2018 Willis Towers Watson. All rights reserved. Second Quarter 2018 willistowerswatson.com New Revenue Standard ASC 606 1 © 2018 Willis Towers Watson. All rights reserved. Proprietary and Confidential. For Willis Towers Watson and Willis Towers Wa tso n client use only. Impact of adoption on condensed consolidated statement of income Unaudited willistowerswatson.com New Revenue Standard ASC 606 2 © 2018 Willis Towers Watson. All rights reserved. Proprietary and Confidential. For Willis Towers Watson and Willis Towers Wa tso n cl (August 2nd, 2018)
Willis Towers Watson Plc – AMENDMENT 2018-1 TO WILLIS TOWERS WATSON NON-QUALIFIED DEFERRED SAVINGS PLAN FOR (July 18th, 2018)

This AMENDMENT 2018-1, (this “Amendment”) to the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (the “Plan”), is made by Willis Towers Watson Public Limited Company (the “Company”) effective as of July 18, 2018.

Willis Towers Watson Plc – AMENDMENT TO EMPLOYMENT AGREEMENT (July 18th, 2018)

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into as of July 18, 2018 by and between John J. Haley (“Executive”) and Willis Towers Watson Public Limited Company (the “Company”).

Willis Towers Watson Plc – Press Release Willis Towers Watson Board Extends Contract of Chief Executive Officer John Haley to lead company through January 1, 2021 (July 18th, 2018)

ARLINGTON, VA, July 18, 2018 — Willis Towers Watson, a leading global advisory, broking and solutions company, today announced that its Board of Directors has extended the contract of its Chief Executive Officer (CEO), John Haley, until January 1, 2021.

Willis Towers Watson Plc – willistowerswatson.com Willis Towers Watson Supplemental Slides © 2018 Willis Towers Watson. All rights reserved. First Quarter 2018 willistowerswatson.com New Revenue Standard ASC 606 1 © 2018 Willis Towers Watson. All rights reserved. Proprietary and Confidential. For Willis Towers Watson and Willis Towers Wa tso n client use only. Impact of adoption on condensed consolidated statement of income willistowerswatson.com New Revenue Standard ASC 606 2 © 2018 Willis Towers Watson. All rights reserved. Proprietary and Confidential. For Willis Towers Watson and Willis Towers Wa tso n client use on (May 7th, 2018)
Willis Towers Watson Plc – Amendment 2017-1 Amended and Restated Willis U.S. 2005 Deferred Compensation Plan (February 28th, 2018)
Willis Towers Watson Plc – WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Compensation Recoupment Policy (February 28th, 2018)
Willis Towers Watson Plc – willistowerswatson.com Forward Looking Statements This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this document by words such as “may”, “will”, “would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”, “intend”, “continue”, or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, the impact of the adoption of new accounting standards on our future fina (January 10th, 2018)
Willis Towers Watson Plc – Press Release Willis Towers Watson announces new Chief Financial Officer ARLINGTON, VA and LONDON, August 21, 2017 — Willis Towers Watson (NASDAQ: WLTW), a leading global advisory, broking and solutions company is pleased to announce Michael “Mike” J. Burwell as its new Chief Financial Officer. Burwell will replace current Chief Financial Officer, Roger Millay, as he voluntarily retires on October 2, 2017. Burwell brings 31 years of finance and professional services experience from PwC. He has served in senior leadership roles for the last decade, including Head of Global Transformation; Chief (August 21st, 2017)
Willis Towers Watson Plc – WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, as Issuer WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED WILLIS NETHERLANDS HOLDINGS B.V. WILLIS INVESTMENT UK HOLDINGS LIMITED TA I LIMITED WTW BERMUDA HOLDINGS LTD. TRINITY ACQUISITION PLC (f/k/a TRINITY ACQUISITION LIMITED) WILLIS GROUP LIMITED and WILLIS NORTH AMERICA INC., as Existing Guarantors and WTW UK HOLDINGS LIMITED as Assuming Guarantor and THE BANK OF NEW YORK MELLON, as Trustee Third Supplemental Indenture Dated as of August 11, 2017 to the Indenture dated as of March 17, 2011, as amended and supplemented by the First Supplemental Indent (August 16th, 2017)

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated August 11, 2017, Willis Towers Watson Public Limited Company (f/k/a Willis Group Holdings Public Limited Company), a company organized and existing under the laws of Ireland, as issuer (the “Issuer”), the Guarantors listed on Schedule A, attached hereto (the “Existing Guarantors”), Willis Towers Watson UK Holdings Limited, a company incorporated under the laws of England and Wales (the “Assuming Guarantor”), and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), to the Indenture, dated as of March 17, 2011, among the Issuer, the Existing Guarantors and the Trustee (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of March 17, 2011 (the “First Supplemental Indenture”), and the Second Supplemental Indenture dated as of March 9, 2016 (the “Second Supplemental Indenture” and together with the First Supplemental Indenture and the Bas

Willis Towers Watson Plc – WILLIS NORTH AMERICA INC., as Issuer WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, as Parent Guarantor WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED WILLIS NETHERLANDS HOLDINGS B.V. WILLIS INVESTMENT UK HOLDINGS LIMITED TA I LIMITED WTW BERMUDA HOLDINGS LIMITED TRINITY ACQUISITION PLC (f/k/a TRINITY ACQUISITION LIMITED) and WILLIS GROUP LIMITED, as Existing Guarantors WILLIS TOWERS WATSON UK HOLDINGS LIMITED, as Assuming Guarantor and THE BANK OF NEW YORK MELLON (as successor to JPMorgan Chase Bank, N.A.), as Trustee Eighth Supplemental Indenture Dated as of August 11, 2017 to the Indenture Dated (August 16th, 2017)

EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”), dated as of August, 2017, among Willis North America, Inc., a Delaware corporation (the “Issuer”), Willis Towers Watson Public Limited Company (f/k/a Willis Group Holdings Public Limited Company), a company organized and existing under the laws of Ireland (the “Parent Guarantor”), the Guarantors listed on Schedule A, attached hereto (the “Existing Guarantors”), Willis Towers Watson UK Holdings Limited, a company incorporated under the laws of England and Wales (the “Assuming Guarantor”) and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) a New York banking corporation (the “Trustee”), to the Indenture, dated as of July 1, 2005, among the Issuer, the Parent Guarantor, the guarantors party thereto and the Trustee (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of July 1, 2005 (the “First Supplemental Indenture”), the Second Supplemental Indenture

Willis Towers Watson Plc – TRINITY ACQUISITION PLC (f/k/a TRINITY ACQUISITION LIMITED), as Issuer WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, as Parent Guarantor WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY WILLIS NETHERLANDS HOLDINGS B.V. WILLIS INVESTMENT UK HOLDINGS LIMITED TA I LIMITED WTW BERMUDA HOLDINGS LIMITED WILLIS GROUP LIMITED and WILLIS NORTH AMERICA INC., as Existing Guarantors WILLIS TOWERS WATSON UK HOLDINGS LIMITED, as Assuming Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Fifth Supplemental Indenture Dated as of August 11, 2017 to the Indenture Dated as of August 15, 2013 as (August 16th, 2017)

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of August 11, 2017, among Trinity Acquisition plc (f/k/a Trinity Acquisition Limited), a company organized and existing under the laws of England and Wales, as issuer (the “Issuer”), Willis Towers Watson Public Limited Company (f/k/a Willis Group Holdings Public Limited Company), a company organized and existing under the laws of Ireland (the “Parent Guarantor”), the Guarantors listed on Schedule A (the “Existing Guarantors”), Willis Towers Watson UK Holdings Limited, a company incorporated under the laws of England and Wales ( the “Assuming Guarantor”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of August 15, 2013, among the Issuer, the Parent Guarantor, the Existing Guarantors and the Trustee (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of August 15, 2013 (the “First Sup

Willis Towers Watson Plc – WILLIS NORTH AMERICA INC., as Issuer WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, as Parent Guarantor WILLIS TOWERS WATSON SUB HOLDINGS UNLIMITED COMPANY WILLIS NETHERLANDS HOLDINGS B.V. WILLIS INVESTMENT UK HOLDINGS LIMITED TA I LIMITED WTW BERMUDA HOLDINGS LIMITED TRINITY ACQUISITION PLC (f/k/a TRINITY ACQUISITION LIMITED) and WILLIS GROUP LIMITED, as Existing Guarantors WILLIS TOWERS WATSON UK HOLDINGS LIMITED, as Assuming Guarantor and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee Second Supplemental Indenture Dated as of August 11, 2017 to the Indenture Dated as of May 16, 2017 as am (August 16th, 2017)

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of August 11, 2017, among Willis North America Inc., a Delaware corporation (the “Issuer”), Willis Towers Watson Public Limited Company (f/k/a Willis Group Holdings Public Limited Company), a company organized and existing under the laws of Ireland (the “Parent Guarantor”), the Guarantors listed on Schedule A, attached hereto (the “Existing Guarantors”), Willis Towers Watson UK Holdings Limited, a company incorporated under the laws of England and Wales (the “Assuming Guarantor”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), to the Indenture, dated as of May 16, 2017, among the Issuer, the Parent Guarantor, the Existing Guarantors and the Trustee (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of May 16, 2017 (the “First Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

Willis Towers Watson Plc – Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (August 7th, 2017)
Willis Towers Watson Plc – WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY COMPENSATION POLICY AND SHARE OWNERSHIP GUIDELINES (August 7th, 2017)

The Board of Directors of Willis Towers Watson Public Limited Company, a company organized under the laws of Ireland, has deemed it advisable and in the best interests of the Company to formalize the current Non-Employee Director compensation package and share ownership guidelines through the adoption of this Compensation and Ownership Policy (the “Policy”).