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 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 .
TRANSACTION AWARD AGREEMENT1Transaction Award • 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”).
