Exhibit 10.3
Willis
Contract of
Employment
Private and Confidential
Contract of Employment
The information contained in this
document includes the requirement of a statement of the terms and
conditions of your employment in accordance with the Employment
Rights Act 1996.
This agreement is made on 13 March
2007 and is between
Name
Patrick Charles Regan
and
Company
Willis Limited
The main terms and conditions of
your employment are set out below. For further details of
these and other matters including our Ethical Code, please refer to
the Global Policy manual and the Associate Handbook. For the
avoidance of doubt, the terms set out in this Contract of
Employment take precedence over the Global Policy Manual and the
Associate Handbook and offer letter. The contents of the
Associate Handbook and Global Policy Manual do not form part of
your Contract of Employment, but are indicative of Company Policy
and Procedure. The Company reserves the right to vary these
Policies and Procedures from time to time.
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Date this Employment Begins:
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13 March
2007
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Date Continuous Employment
Begins:
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1 January 2006
Employment prior to this date with any previous
employer does not count as part of your continuous employment with
the Company. This date is not necessarily the date used to
determine your entitlement to certain benefits.
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Current Job Title:
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Chief Financial Officer
You may be transferred to any other job in the
Group which in the reasonable opinion of the Company would be
suitable, on terms and conditions no less favourable than those set
out in this document.
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Location:
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Ten Trinity Square,
London
You may be transferred to any other office in
the Group. Your agreement to such a transfer will be sought unless
in the reasonable opinion of the Company, the transfer does not
necessitate you having to move home address.
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Salary:
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£300,000 per annum
Your salary will be paid monthly in arrears by
direct transfer to your bank account. Your salary will be reviewed
annually.
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2
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Hours of Work:
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Your normal hours of work are 35 hours per week,
09:30 - 17:30, Monday to Friday each week (but excluding public
holidays) or as agreed locally by Management and/or local
practice.
Unless otherwise agreed, these hours shall
include one hour for lunch to be taken at a time agreed with your
Manager or Director.
You will be expected to work such additional
hours as necessary to meet the demands of the business. You may
also be required to vary the pattern of your working hours as
necessitated by changing commercial needs, if in the reasonable
opinion of the Company it is practicable for you to comply. Any
additional hours worked are subject to the provisions of the
Working Time Regulations 1998 and any amendment(s) to the
Regulations thereof.
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Employment Obligations:
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During your working hours you must devote the
whole of your time, attention and ability to the business of the
Company and at all times you must promote the interest and general
welfare of the Group.
Whilst this Contract is in force you may not
take any outside employment or engage in any business without prior
written agreement of your Partners Group Member nor may your
additional employment render your total working time in breach of
the Working Time Regulations.
You are not permitted to engage in any activity,
which might interfere with the performance of your duties or cause
a conflict of interest.
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Duty of Confidence:
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During and after the termination of this
Contract you must keep with inviolable secrecy and may not use for
any purpose nor reveal to anyone (other than those whose province
it is to know the same) any secret or confidential information
entrusted to or discovered by you. This includes but is not limited
to information concerning the Company’s business, operations,
products, markets, trade secrets, technical know how, product
formulations or techniques, names or lists of employees, Clients or
Prospective Clients and their insurance or commercial affairs or
any other matters pertaining to them and revealed to you in the
course of your employment which has not come into the public
domain. This duty applies without time limit.
For further guidance, the provisions concerning
Confidential Information are set out in full in the Global Policy
Manual.
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Copyright, Inventions and Patents
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You must promptly disclose to the Company all
ideas, concepts, works, methods, discoveries, improvements,
inventions or designs which you create or produce either alone or
with others (except those created or produced wholly outside
working hours which are totally unconnected with your employment)
(“the Works”). All and any rights of whatever nature in
each such Work shall belong absolutely to the Company and you shall
hold the same in trust for the Company until such proprietary
rights shall be fully and absolutely vested in the Company.The
Company shall be entitled to make such modifications or adaptations
to or from any of the Works as it shall in its absolute discretion
determine.
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You hereby assign to the Company with full title
guarantee by way of assignment all present and future copyright,
database rights, design rights (whether registered or unregistered)
and other proprietary rights (if any) and all rights of action for
damages for infringement of such rights for the full term thereof
and any renewals and extensions thereof throughout the world and
you hereby waive in favour of the Company all moral rights
conferred on you by chapter 4 of part 1 of the Copyright Designs
and Patents Act 1988 in relation to any of the Works and at the
request and expense of the Company you shall do all things and
execute all documents necessary or desirable to substantiate the
rights of the Company in the Works.
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Other Obligations:
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If you are in grade 9 or above, and/or
personally deal with any Client or Prospective Client in the course
of your duties, you shall not without the prior written consent of
the Company for a period of 12 months after the termination of your
employment, other than after the wrongful termination of your
employment by the Company, whether on behalf of yourself or any
other person, firm or company in competition with the Company or
the Group, directly or indirectly:
(i) solicit
Business from; or
(ii) seek to
procure orders from; or
(iii) transact or handle
Business or otherwise deal with; or
(iv) approach, canvass
or entice away from the Group the Business of any Client of the
Group with whom you have personally dealt in the course of your
duties at any time during the 12 months prior to the termination of
your employment. The period of this restriction shall be reduced
after the date your employment ends by a period equal in length to
any period of lawful suspension from your duties or exclusion from
any premises of the Company during any period of notice.
The restrictions set out in sub
paragraphs (i) and (ii) above shall apply as if the references to
the “Prospective Client” were substituted for
references to the “Client”.
If you are in grade 9 or above, you
shall not for a period of 6 months after the lawful termination of
your employment directly or indirectly induce or seek to induce any
employee of the Group with whom you have worked in the 12 months
preceding the termination of your employment (excepting a clerical
and secretarial
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