Exhibit 4.3
DATED: 24 APRIL 2002
ABBEY
NATIONAL plc
and
XXXXXXX XXXX XXXXXXX XXXXXX
CONTRACT OF EMPLOYMENT
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| CONTRACT OF EMPLOYMENT |
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| OF: |
XXXXXXX XXXX XXXXXXX XXXXXX |
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| TITLE: |
GROUP FINANCE DIRECTOR |
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| DATED: |
24 April 2002 |
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| This Contract set out the terms
on which Abbey National plc ("the Company" or "we" or "us") employs you. |
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| 1. |
Title and Duration of Employment |
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| 1.1 |
The Company will employ you,
and you will work for us as Group Finance Director. Subject to your consent
(which shall not be unreasonably withheld), we reserve the right at all
times throughout your employment to amend your job title to take into
account the changing needs of our business and your role within it. |
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| 1.2 |
Your employment as Group Finance
Director will begin on 13th May 2002 and will continue (subject to earlier
termination as provided in clause 12 below) until terminated either by
you or by the
Company, as follows: |
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1.2.2 |
You may terminate your employment
by giving the Company 6 months' prior notice in writing |
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1.2.3 |
The Company may terminate your
employment by giving you: |
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during the first 12 months of your employment
under this Contract, 24 months' prior notice in writing, reducing by
1 month for each completed month of service |
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during the remainder of your employment;
12 months' prior notice in writing |
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| 1.3 |
You have no continuous employment
with the Company. |
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| 1.4 |
The Company's retirement age
for both men and women is the first of the month following their 65th
Birthday. Unless
your employment has terminated at an earlier date, your employment will terminate
without any further notice on that date. |
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| 2. |
Duties |
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| 2.1 |
You will at all times during your employment
(unless prevented by incapacity) devote your whole time and attention
exclusively to the business of the Company (and any Associated Company
in which you are or may from time to time be involved) and perform such
duties as the Board shall from time to time require. |
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| 2.2 |
You are responsible to the Board for the
execution of agreed policies and for effective management of the Company
towards the achievement of objectives agreed with the Board from time
to time. |
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| 2.3 |
Subject to the Companies Xxx 0000 (and any
Statutory Instruments made thereunder) and the Memorandum and Articles
of Association of the Company, you will be a member of the Board of Directors
with effect from 13th May 2002. You will receive a separate letter confirming
that appointment. |
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| 2.4 |
You may also be appointed as a Director of
any Associated Company on such terms particular to that appointment which
are additional to and not in substitution for the terms of this Contract
as the Board may from time to time determine. |
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| 2.5 |
You will not without the prior written consent
of the Board be employed, engaged, concerned or interested or hold any
directorships in any business or activity other than the business of
the Company and its Associated Companies save as a registered holder
of not more than 3% of any class of publicly quoted securities of any
company and of Xxxxxxxxx Grange Estates Limited. |
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| 2.6 |
You will promptly disclose to us and keep
confidential all inventions, copyright works, designs or technical know-how
conceived or made by you alone or with others in the course of your employment.
You will hold all such intellectual property in trust for the Company
and will do everything necessary or desirable at our expense to vest
the intellectual property fully in the Company and/or to secure patent
or other appropriate forms of protection for the intellectual property. |
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Decisions as to the protection
or exploitation of any intellectual property shall be in the absolute
discretion of the Company. |
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| 3. |
Place and Hours of Work |
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| 3.1 |
While your principal place of
work will be at the Company's office in London, you will work at and/or
travel to such places (inside or outside the United Kingdom) as your
duties or the Board may require from time to time. |
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| 3.2 |
You will work such hours (including
as a minimum the normal office hours of 9.00 a.m. to 5.00 p.m. Monday
to Friday inclusive at your place of work) as are needed for the proper
performance of your duties. You will not be entitled to additional pay
for overtime. |
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| 4. |
Remuneration |
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| 4.1 |
You will be paid an annual salary
of £465,000 which shall accrue daily and is payable by equal monthly
instalments on or about the 19th day of each month by credit transfer
to an account with the Company or to another suitable bank account nominated
by you. |
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| 4.2 |
Your salary is deemed to include any fees
receivable for holding any office of Director in the Company or its Associated
Companies. |
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| 4.3 |
Your salary will be reviewed by the Remuneration
Committee in or about December of each year when it may be adjusted dependent
upon your performance during the year under review. Any such adjustments
shall be implemented on or about the following January or such other
time as the Board shall determine. |
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| 5. |
Pension |
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The Company shall pay 35% of your annual
salary payable monthly in lieu of pension and death-in-service benefit.
Such payments shall be made to you direct and/or to any pension or investment
plan as you shall direct from time to time. In the event that there is
any material change to the Company's pension arrangements for members of
the Board, the payment shall be re-negotiated in good faith between you
and
the Company. |
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| 6. |
Car |
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| 6.1 |
Subject to your holding a current full driving
licence for motor cars valid in the United Kingdom you are eligible to
participate in the Company's car scheme as separately defined and described. |
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| 6.2 |
Should you participate in the Company's car
scheme, you agree to comply with the terms of the scheme. |
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| 7. |
Discretionary Benefits |
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| 7.1 |
From time to time the Company may decide
to offer Executive Management and Executive Committee Bonus Schemes and
make bonus payments under them at its discretion. The terms of any such
Schemes will be advised to eligible employees at the time that they are
made available. |
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| 7.2 |
These benefits do not form part of your contractual
terms. Whether the Board may grant, vary or withdraw any or all is within
its absolute discretion. |
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| 8. |
Holidays |
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| 8.1 |
In addition to normal Bank and public holidays,
you are entitled to 30 working days holiday in each year from January
to December to be taken at such time or times as are agreed with the
Chief Executive. You will not, without the consent of the Chief Executive,
carry forward any unused part of your holiday entitlement to a subsequent
year. |
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| 8.2 |
For the year during which your appointment
commences or terminates, your holiday entitlement will be calculated
pro rata to the number of complete months of your employment by the Company
during that year. On termination of your appointment (unless you have
been summarily dismissed under clause 12 below) you will either be entitled
to pay in lieu of outstanding holiday entitlement or be required to repay
to the Company any salary received for holiday taken in excess of your
actual entitlement. |
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| 9. |
Illness Pay |
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| 9.1 |
If you are unavoidably absent
from work due to illness, injury or other incapacity, you will report
this fact to the Company before 12 noon, where practicable, on the first
day of absence and thereafter in accordance with the self-certification
and Statutory Sick Pay Regulations a copy of which is available for inspection
from the Personnel Department. |
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| 9.2 |
If you are absent from work due
to illness, injury or other incapacity duly certified in accordance
with the provisions of clause 9.1 above, you will be paid your normal
rate of pay for the first six months and half rate of normal salary during
the next six months in accordance with Statutory Sick Pay Regulations
provided that such remuneration shall be inclusive of any Statutory Sick
Pay to which you are entitled by law. |
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| 10. |
Medical Examinations |
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During employment on an annual
basis and/or at any intervening time and at the request and expense of
the Company you will agree to be examined by a registered medical practitioner
to be selected by the Company and permit the results to be made available
to the Chairman of the Board or such other officer of the Company nominated
by him. |
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| 11. |
Confidential Information |
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| 11.1 |
You acknowledge: |
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(i) |
that the Company and every Associated Company
possess a valuable body of Confidential Business Information; |
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that your job will give you access to Confidential
Business Information in order that you may carry out your duties as employee; |
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(iii) |
that your duties as an employee include,
without limitation, a duty of trust and confidence and a duty to act
at all times in the best interests of the Company. |
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| 11.2 |
You agree that during the period
of your employment by the Company you will: |
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(i) |
abide by any Company policy which may be
issued from time to time; |
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(ii) |
not directly or indirectly disclose to any
person, firm or company or use other than for any legitimate purposes
of the Company or Associated Company any Confidential Business Information; |
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(iii) |
return to the Company upon request and, in
any event, on termination of your employment, all documents, computer
discs and tapes and other tangible items
in your possession or under your control which belong to the Company or any
Associated Company which contain or refer to any Confidential Business Information; |
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(iv) |
if so requested by the Company, delete all
Confidential Business Information from any computer discs, tapes or other
reusable material in your possession or under your custody or control
and destroy all other documents and tangible items in your possession
or under your custody or control which contain or refer to any Confidential
Business Information. |
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| 11.3 |
You agree that you will not at any time after
termination of your employment disclose to any person, firm or company,
or make use of, any Confidential Business Information. |
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| 11.4 |
For the purposes of this paragraph, "Confidential
Business Information" shall mean all and any information (whether or
not recorded in documentary form or on computer disc or tape) relating
to the business methods, corporate plans, management systems, finances
or financial affairs, maturing new business opportunities or research
and development projects of the Company or any Associated Company and
trade secrets, secret formulae, processes, inventions, designs, know-how
discoveries, technical specifications and other technical information
relating to the creation, production or supply of any past, present or future
product or service of the Company or any Associated Company and other
information to which
the Company or any Associated Company attaches an equivalent level of
confidentiality or in respect of which it owes an obligation of confidentiality
to any third party |
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(i) |
which you shall acquire at any time during
your employment by the Company (or acquired during any previous employment
with an Associated Company) and |
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(ii) |
which is not readily ascertainable by persons
not connected with the Company or, any Associated Company either at all
or without a significant expenditure of labour skill or money. |
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| 11.5 |
Each provision of this clause
11 is independent and severable from the remaining provisions and enforceable
accordingly. If any provision of this clause 11 shall be unenforceable
for any reason but would be enforceable if part of its wording were deleted
it shall apply with such deletions as may be necessary to make it enforceable. |
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| 11.6 |
You will comply (and ensure that
your spouse and any minor children comply) with all applicable rules
of law or codes, London Stock Exchange regulations and any code of conduct
of the Company from time to time in force in relation to dealings in
shares, debentures or other securities of the Company or any Associated
Company. |
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| 12. |
Termination of Employment |
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| 12.1 |
The Company can dismiss you without
prior notice or pay in lieu (and you will not be entitled to compensation
or damages) if you: |
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commit any act of gross misconduct or gross
incompetence or repeat or continue (after written warning) any other
breach of your obligations under this Contract of Employment; or |
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(ii) |
are guilty of any conduct which in the reasonable
opinion of the Board brings the Company into disrepute; or |
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(iii) |
are convicted of any criminal offence which
in the reasonable opinion of the Company is sufficiently serious in nature
to warrant your immediate dismissal; or |
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(iv) |
commit any act of dishonesty; or |
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(v) |
become bankrupt or make any arrangement or
composition with your creditors generally, suffer any execution against
your effects or have an Administration Order made against you; or |
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(vi) |
are disqualified from holding office in another
company in which you are concerned or interested because of wrongful
trading under the Insolvency Xxx 0000; or |
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(vii) |
are convicted of an offence under the Companies
Securities (Insider Dealing) Xxx 0000, or under any other present or
future statutory enactment or regulations relating to insider dealings;
or |
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(viii) |
resign as a Director of the Company or any
Associated Company (otherwise than at the request of the Company or by
rotation in accordance with the Articles of Association of the Company
or Associated Company) or otherwise through your own act or default cease
to be a director of the Company or Associated Company. |
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| 12.2 |
If your employment is terminated by reason
of redundancy (as defined under the Employment Rights Act 1996) you will
be entitled to a redundancy payment calculated under the provisions of
that Act. |
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| 12.3 |
Upon termination of this contract
(for whatever reason) you will, at the request of the Company, |
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(i) |
resign from office as a Director of the Company
and of any Associated Companies without claim for compensation and, in
the event of your failure to do so, the Company is hereby irrevocably
authorised to appoint some person in your name and on your behalf to
sign and deliver such resignation or resignations to the Company and
to any Associated Companies; |
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(ii) |
return all the Company's or Associated Company's
documents, computer discs or tapes and all other property in your possession
and control belonging to or containing any confidential information of
the Company's business which you have received as a Director. |
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| 12.4 |
Notwithstanding the termination
of this Contract, its terms shall remain in full force and effect to
the extent that and in respect of any of your obligations which are expressed
to operate after termination or are of a continuing nature and may be
enforced against you accordingly. |
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| 12.5 |
If your employment under this
contract is terminated by reason of the liquidation of the Company for
the purpose of reconstruction or amalgamation and you are offered employment
with any concern or undertaking resulting from the reconstruction or
amalgamation on terms and conditions no less favourable than the terms
of this Contract then you shall have no claim against the Company in
respect of the termination of your employment under this Contract. |
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| 12.6 |
If you serve notice on the Company
to terminate your employment (other than as a result of the Company's
breach of contract) the Company may in its absolute discretion pay you
the Relevant Termination Payment in lieu of notice or require you to
take 'garden leave' during the remaining period of your employment (up
to a maximum of three months) and a commensurately reduced Relevant Termination
Payment. |
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| 12.7 |
If (other than under clause 12.1
of this contract): |
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12.7.1 |
the Company serves notice on you to terminate
your employment, the Company shall pay you the Relevant Termination Payment
in lieu of notice or require you to take 'garden leave' during the remaining
period of your employment (up to a maximum of three months) and a commensurately
reduced Relevant Termination Payment; |
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12.7.2 |
your employment is terminated (either by
you or by the Company) in circumstances where you do not fall within
the terms of paragraphs 5.5.1 or 5.5.2 of the Rules of the 2001 Executive
Share Option Scheme ("the Option Rules") and/or paragraph 6.3(b) of the
Rules of the Share Matching Scheme (2001 version) ("the Matching Rules"),
then the Company will submit your case to the Board for a decision under
paragraph 5.5.3 of the Option Rules and/or paragraph 6.3(b) of the Matching
Rules (as the case may be). |
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| 12.8 |
In the event of your wrongful
dismissal (whether actual or constructive) the Company shall pay you
the Relevant Termination Payment for the whole of the notice period and,
the terms of Clause 12.7.2 shall apply but for the avoidance of doubt
you shall not be required to take garden leave for any period. |
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| 12.9 |
For the purpose of this clause,
the "Relevant Termination Payment" shall mean the amount of your total
remuneration for the notice period, which shall include gross salary,
pension contributions (under clause 5), and all other benefits and a
pro-rata bonus (calculated by reference to the average of bonuses paid
to you in the two years immediately prior to termination or (if termination
occurs in the first two years of this Contract) by reference to the average
percentage bonuses paid to Board members in the previous two years) for
the whole of the applicable notice period (reduced by up to a maximum
of three months if you shall be required to take garden leave). |
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| 12.10 |
If you are asked to take garden
leave you: |
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may not attend your place of work or any
other premises of the Company or any Associated Company; |
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(ii) |
may be asked to resign immediately from any
offices you hold as Director in the Company or any Associated Company; |
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may not be required to carry out duties during
the remaining period of your employment; |
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(iv) |
must return to the Company all documents
and other materials (including copies) belonging to the Company or Associated
Companies containing Confidential Business Information; |
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(v) |
may not without the prior written permission
of the Company contact or attempt to contact any client, customer, supplier,
agent, professional adviser, broker or banker of the Company or any Associated
Company or any employee of the Company or any Associated Company. |
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During any period of garden leave you will
continue to receive your full salary and benefits, including pro rata
bonus. |
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| 13. |
Financial Services and Markets
Xxx 0000 |
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You will comply with any individual
Statement of Regulatory Accountability under the Financial Services and
Markets Xxx 0000 which may be issued to you by the Company. This Statement
sets out the particular duties and responsibilities which you have under
that Act and with which you are required to comply. |
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| 14. |
Miscellaneous |
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| 14.1 |
The further particular terms
of employment which must be given to you under the Employment Rights
Xxx 0000 are: |
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(i) |
Membership of the Abbey National Staff Stakeholder
Pension Scheme can be used by you to contract out of the State Earnings
Related Pension Scheme if you so wish. |
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(ii) |
Any disciplinary or grievance matter between
you and the Company will be dealt with between you and the Chief Executive
or such other director as the Chief Executive may nominate. |
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| 14.2 |
This Contract and the documents
referred to (including the annexed letter) sets out the entire agreement
and understanding
between you and the Company and, subject to the provisions under clause
1.3 relating to continuity of employment, is in substitution for any
previous contracts of employment or for services, all of which are deemed
to have been terminated by mutual consent. |
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| 14.3 |
Your terms and conditions of employment are
reviewed by the Remuneration Committee from time to time. You will be
notified in writing by the Company of any changes to these terms and
conditions. |
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| 14.4 |
The Company will reimburse to you all travelling,
hotel, entertainment and other expenses reasonably incurred by you in
the proper performance of your duties subject to your complying with
Company guidelines issued from time to time in this respect and to the
production to the Company of such vouchers or other evidence of actual
payment of the expenses as the Company may reasonably
require. |
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| 14.5 |
We will issue you with a charge or credit
card which you must only use for Company and Associated Company business
purposes. |
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| 14.6 |
Any notice given under this contract must
be in writing. If you wish to terminate your employment, notice will
be regarded as properly served if you give it to the Chief Executive
or send it by post to the Chief Executive at the Company's registered
office. If the Company wishes to terminate your employment, notice will
be regarded as served if given to you personally or if sent by prepaid
post to your last known home address. |
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| 14.7 |
Save and except to the extent that they are
varied or superseded by this Contract (which shall take precedence in
the event of any conflict) you will comply with the Policy Statements
and Codes of Conduct set out in Part 2 of the Company's Employee Handbook
(as from time to time amended). |
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| 15. |
Interpretation |
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| 15.1 |
Any reference in this Contract to any Act
or legislation made under any Act shall include any statutory modification
or re-enactment of it or the provision referred to. |
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| 15.2 |
"Associated Company" means a subsidiary and
any other company which is for the time being a holding company of the
Company or another subsidiary of any such holding company and the expressions "subsidiary
company" and "holding company" shall have the meaning given to them under
Section 736 of the Companies Xxx 0000, or such other company or joint venture
arrangement in which the Company has or from time to time has an interest. |
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| 15.3 |
"The Board" means the Board of Directors
of Abbey National plc for the time being including any committee of the
Board duly
appointed by it. |
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| 15.4 |
"The Chairman" means the person for the time
being
who is Chairman of the Board. |
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| 15.5 |
"The Chief Executive" means the person for
the time
being who is Chief Executive of the Company. |
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| 15.6 |
The "Remuneration Committee" means a committee
for
the time being of the Board who are non-executive directors. |
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| 15.7 |
This Contract is governed by and shall be
construed in accordance with English law and the English Courts shall
have exclusive jurisdiction. |
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| This contract is executed as
a Deed on the date first mentioned above. |
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The Common Seal of ABBEY NATIONAL
plc
Was hereunto affixed by Order of the
Board of Directors in the presence of : |
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3196/02 |
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