Exhibit A: The Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (as Amended and Restated June 8,
2022) (continued)
Company subject to Section 16 of the Exchange Act, a committee consisting solely of two or more Non-Employee Directors as
defined under Rule 16b-3 under the Exchange Act and provided further that, any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are
later determined not to have satisfied the requirements for membership set forth in this Section 3(a) or otherwise provided in any charter of the Committee.
(b) Authority of Committee. The Plan shall be administered by the Committee. The Committee may adopt its own rules of procedure, and the
action of the Committee, taken at a meeting or taken without a meeting by a unanimous signed writing, shall constitute action by the Committee. Subject to any specific designation in the Plan, the Committee has the exclusive power, authority and
discretion to:
i. Designate Participants to receive Awards;
ii. Determine the type or types of Awards to be granted to each Participant;
iii. Determine the number of Awards to be granted and the number of Shares to which an Award will relate;
iv. Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the Exercise
Price, or purchase price, any restrictions or limitations on the Award or the Shares underlying the Award, any schedule for lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, any
provisions related to non-competition, and forfeiture or recapture (clawback) of gain on an Award, based in each case on such considerations as the Committee in its sole discretion determines;
provided, however, that the Committee shall not have the authority to accelerate the Performance Goal vesting requirement or waive the forfeiture of any Awards intended to constitute an Outstanding Qualified Performance-Based Compensation;
v. Subject to Section 13 of this Plan, determine whether, to what extent, and pursuant to what circumstances an Award
may be settled in, or the Exercise Price of an Award may be paid in, cash, Shares, other Awards, or other property, or an Award may be amended (including acceleration of vesting or waivers of forfeiture restrictions or exercisability), canceled,
forfeited, substituted, exchanged, replaced, bought out or surrendered;
vi. Prescribe the form of each Award Agreement, which
need not be identical for each Participant;
vii. Decide all other matters that must be determined in connection with an
Award;
viii. Establish, adopt, interpret, or revise any rules and regulations including adopting sub-plans to the Plan and Award Agreements for the purposes of complying with securities, exchange control or tax laws outside of the U.S. or Ireland, and/or for the purposes of taking advantage of tax favorable
treatment for Awards granted to Participants as it may deem necessary or advisable to administer the Plan, including the adoption of separate share schemes under the umbrella of the Plan in order to qualify for special tax or other treatment
anywhere in the world; provided such rules, regulations or sub-plans, including the interpretation thereof are consistent with the terms and conditions of the Plan;
ix. Interpret the terms of, and any matter arising pursuant to, the Plan, any sub-plan or
Award Agreement; and
x. Make all other decisions and determinations that may be required pursuant to the Plan, or any sub-plan or Award Agreement as the Committee deems necessary or advisable to administer the Plan, any sub-plan or Award Agreement.
(c) Decisions Binding. The Committees interpretation of the Plan, any sub-plan, or any
Awards granted pursuant to the Plan, any sub-plan and any Award Agreement and all decisions and determinations by the Committee with respect to the Plan, any sub-plan
and any Award Agreement are final, binding, and conclusive on all parties.
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128 |
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WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |