Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) Compensatory arrangements of certain officers.

On February 2, 2021, the Compensation Committee of the Board of Directors of Willis Towers Watson Public Limited Company, a corporation organized under the laws of Ireland (the "Company"), approved retention agreements (the "Retention Agreements") to be entered into with certain executives, including Michael Burwell, Gene Wickes, Carl Hess, and Joseph Gunn (the "Executives"), in order to further incentivize their continued employment to assist with the Company's continuing business through the anticipated closing of the combination of the Company and Aon plc, a company incorporated under the laws of England and Wales ("Aon"), pursuant to the Business Combination Agreement dated as of March 9, 2020 (the "Business Combination").

The Retention Agreements provide for the payment of cash awards to the Executives upon the Executive's successful completion of their duties through the closing of the Business Combination, subject to the condition that such closing occurs no later than July 20, 2021. Under the Retention Agreements, Michael Burwell, Gene Wickes, Carl Hess, and Joseph Gunn is each eligible to earn a cash amount of up to $750,000, $487,500, $487,500, and $420,000, respectively, based on the number of whole and partial months the Executive is employed with the Company from January 1, 2021 through the date of the closing of the Business Combination.

If the Company terminates the Executive's employment without "Cause" prior to the closing of the Business Combination, the Executive will be entitled to receive the cash award that was eligible to be earned under the Retention Agreement, subject to potential reduction depending on the number of whole and partial months the Executive is employed through the termination date. If the Executive resigns for any reason, or his employment is terminated for "Cause," the Executive will not be eligible to receive any portion of the cash award. "Cause" is generally defined in the Retention Agreements as including the Executive's gross or chronic neglect or negligence in the performance of his employment duties, the Executive's willful misconduct in connection with his employment which is injurious to the Company or its affiliates, the Executive's conviction of any criminal act, breach of any restrictive covenants and other obligations applicable to the Executive, or the Executive's material violation of any written Company policy.

The payment of a cash award under the Retention Agreement is in lieu of, and in satisfaction of, any right to be awarded a share-based award the Executive may have under his employment agreement or terms governing his compensation.

The foregoing description of the Retention Agreements does not purport to be complete and is qualified in its entirety by reference to the provisions of the Retention Agreement, which is filed with this Form 8-K as Exhibit 10.1 and is incorporated in this Item 5.02 by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number    Description

10.1        Form of Retention Agreement

104       Cover Page Interactive Data File (embedded as Inline XBRL document)

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