EXHIBIT 10(m)
DATED 30/11/94
THE NATIONAL GRID COMPANY PLC
- and -
XXXXXXX X XXXXX
CONTRACT OF EMPLOYMENT
INDEX TO CLAUSES
CLAUSE NO TITLE PAGE NO
--------------- -------
1. Appointment and Term Duties
2. Duties
3. Salary
4. Pension
5. Insurance Benefits
6. Professional Fees
7. Car
8. Expenses
9. Holidays
10. Sickness and Injury
11. Interests in other Businesses
12. Confidentiality
13. Protection of Interests of Company
14. Termination
15. Waiver of Rights
16. Discipline and Grievances
17. Inventions
18. Interpretation
19. Entire Contract Continuity and Conditionality
20. Notices
21. Jurisdiction
THIS CONTRACT OF EMPLOYMENT MADE ON 30 NOVEMBER 1994 BETWEEN:
(1) THE NATIONAL GRID COMPANY plc whose registered office is at National
Grid House, Xxxxx Corner Road, Coventry, CV4 8JY (the "Company")
and
(2) XXXXXXX XXXX XXXXX of 12 Xxxxxx Xxxx Farm
Great Xxxxxx
Xxxxxxx
CH3 7L T
1. APPOINTMENT AND TERM
1.1 You will be employed by the Company as Acting General Manager -
Commercial Co-ordinator (Flotation), reporting to the Group Director,
Engineering until 1 April 1995 when you will be employed as Acting
Genera! Manager - Commercial Development, reporting to the Group
Director, Power Network Business.
1.2 This contract is deemed to commence on 1 December 1994 and will
continue, subject to the further provisions of this contract, until
terminated by either party giving to the other not less than twelve
months previous notice in writing.
1.3 Your previous employment with any Existing Body counts as part of your
continuous employment with the Company and your period of continuous
service began on 2 December 1974.
2. DUTIES
2.1 During the continuance of your employment, you will:
A perform such duties as may from time to time be
reasonably assigned to you whether those duties
relate to the business of the Company or to the
business of any of its Subsidiaries or Associates
(including the holding of offices therein);
B in all respects comply with all lawful directions
given by or under the authority of the Company;
C use your best endeavours to promote, develop and
extend the business and the interests of the Company;
D unless prevented by sickness or injury and except
during holidays,
devote the whole of your time, attention and ability
during the agreed hours of work to the performance of
your duties under this Contract.
2.2 Your normal hours of work total 37 hours per week. However, you will be
expected to work such other hours as may be required for the proper
performance of your duties and you will not be entitled to receive
additional remuneration for work over and above normal hours.
2.3 You will initially be based at Bala House, Deeside, Clwyd, until 1
April 1995, when, upon taking up your duties as General Manager -
Commercial Development, you will based at National Grid House,
Coventry. You will be expected to relocate to Coventry at that time and
the Company's relocation provisions will apply.
2.4 The Company reserves the right to appoint you to any of its UK offices.
In the event that such an appointment is made, or should the particular
Company premises to which you are assigned be relocated, you shall be
entitled to reimbursement of reasonable relocation expenses in
accordance with the Company's policy thereon from time to time.
3. SALARY
3.1 During the continuance of your employment, you will be entitled to a
salary at the rate of (pound)60,000 per annum until 1 April 1995, when,
upon taking up your duties as Acting General Manager - Commercial
Development, your salary will be increased to (pound)70,000 per annum
(or such higher rate as may from time to time be agreed between the
parties).
3.2 Your salary will accrue from day to day, be payable by equal monthly
instalments on or before the last day of each month, and be inclusive
of any remuneration to which you may be or become entitled as a holder
of any office of the Company or of any of its subsidiaries or
associates for the time being.
3.3 The salary referred to at Clause 3.1 above shall be reviewed annually.
3.4 In addition to your salary you will be entitled to participate in the
Company's bonus scheme. Any payments made under the scheme are
non-pensionable.
3.5 You will be invited to participate in a share option or other employee
share schemes at the discretion of the Company.
4. PENSION
4.1 In this Clause the "ESPS" means the Electricity Supply Pension Scheme
and words used in this Clause have the same meaning as they have under
the provisions of the ESPS.
4.2 Subject to the terms and conditions (both statutory and non-statutory)
in force from time to time in respect of the ESPS Group in which the
Company participates or of which it is Principal Employer, you will be
entitled to retain your Membership of the ESPS.
4.3 The Company provides enhanced pension benefits for executives
(including General Managers), as summarised in schedule 1. Details
relating to your personal position will be forwarded at a later date.
4.4 A Contracting-out certificate is in force in respect of your
employment.
5. INSURANCE BENEFITS
5.1 The Company will provide you, your spouse and dependent children,
whilst you are employed under this Contract with membership of a
private medical expenses scheme.
5.2 The Company will provide you with personal accident insurance, whilst
employed under this Contract, in accordance with the Company's scheme.
6. PROFESSIONAL FEES
6.1 The Company will re-imburse you in full for professional subscriptions
for relevant qualifications.
7. CAR
7.1 The Company will provide you with a suitable car during the continuance
of your employment in accordance with the policy laid down by the
Company from time to time and the Company shall pay all costs relating
to it (including the cost of fuel for private mileage). You shall
comply with all rules laid down by the Company from time to time in
relation to Company vehicles and, unless otherwise agreed, shall return
the car on termination of your employment.
8. EXPENSES
8.1 You will be reimbursed with all reasonable travelling, hotel and other
expenses properly incurred by you in the performance of your duties
under this Contract,
subject to you providing the Company with receipts or other evidence as
shall be required, of payment of the said expenses. The Company will
also reimburse rental and cost of business calls in respect of your
home telephone.
9. HOLIDAYS
9.1 You will be entitled to thirty working days' holiday in each Holiday
Year to be taken at such times as may be approved by the Chief
Executive, in addition to fixed public holidays and three other
additional days holidays, some or all of which may be fixed by the
Company from time to time. Holidays may not be carried forward from one
Holiday Year to the next. No payment will be made by the Company during
the continuance of this Contract in lieu of holidays not taken.
9.2 Upon termination of this Contract for whatever xxxxx, you shall be
entitled to payment in lieu on a pro rata basis for any holidays not
taken which have accrued in the Holiday year, including the Date of
Termination or, if appropriate, you shall repay to the Company any
salary received in respect of holiday taken prior to the Date of
Termination in excess of your proportionate entitlement.
10. SICKNESS AND INJURY
10.1 If you are absent from work as a result of sickness or injury you will:
A notify the Company by telephone on the first day of
your absence or in the event of being unable to do
so, as soon as practicable thereafter;
B if the period of absence is less than 8 consecutive
calendar days, submit to the Company on your return a
certificate of sickness completed by yourself;
C if it is 8 consecutive calendar days or more, submit
to the Company without delay a medical certificate
signed by a practising medical practitioner in
respect of each week of absence after the first;
D You will, on request by the Company, allow yourself
to be examined by the Company's doctor, who shall
report to the Chief Executive.
10.2 You will, subject to compliance with sub-clause 9.1 above and to Clause
13 below, be entitled to:
A payment of salary at the full basic rate and maintain
other contributions and benefits (less any social
security or other benefits payable to you) during any
period of absence from work as a result
of sickness or injury up to a maximum of a continuous
period of 180 days or 130 working days in aggregate
in any 12 consecutive months;
B payment of salary at half the full basic rate in
addition to other contributions and benefits (less
any social security or other benefits payable to you)
during any such periods of absence in excess of a
continuous period of 180 days or 130 working days in
aggregate in any 12 consecutive months;
but you will not be entitled to any payment of salary during any
absence in excess of 12 months.
10.3 The Company will pay statutory sick pay, where appropriate, in
accordance with the legislation in force at the time of absence, and
any payment of salary in accordance with this Clause will go towards
discharging its liability to pay statutory sick pay.
11. INTERESTS IN OTHER BUSINESSES
11.1 You shall disclose promptly in writing to the Company all your
interests and those of your spouse and dependent children, in any
business other than the business of the Company and its Subsidiaries
and Associates and, save with the written consent of the Company (such
consent not to be unreasonably withheld), you will not during the
continuance of your employment accept any directorships and will not be
engaged or interested (except as the holder for investment purposes of
shares or other securities quoted or dealt in on a Recognised Stock
Exchange not exceeding (in any case) 3 per cent of the class of
securities of the company concerned) either directly or indirectly in
any business or commercial occupation other than the business of the
Company and its Subsidiaries and Associates.
11.2 You shall comply with any code or regulations issued by the Company
from time to time relating to securities transactions by employees.
12. CONFIDENTIALITY
12.1 You will not during the continuance of your employment or afterwards
(unless authorised to do so by the Company or by a court of competent
jurisdiction):
A use for your own benefit or the benefit of any other
person; or
B disclose to any person, any trade secrets or other
confidential information relating to the business,
affairs, finances, products or processes of the
Company and/or of any of its Subsidiaries or
Associates.
12.2 The restriction in this Clause will not prevent you after the Date of
Termination, from using for your own or another's benefit, any
information which:
A by virtue of your employment, becomes part of your
own skill and knowledge; and
B apart from the provisions of this Contract, could
lawfully be used by you for that purpose, and In this
respect you acknowledge without limitation the
restrictions in Section 57 of the Electricity Act
1989.
13. PROTECTION OF INTERESTS OF COMPANY
13.1 Until the expiration of 12 months from the Date of Termination, you
will not directly or indirectly solicit or entice away or endeavour to
entice away from the Company, or any of its Subsidiaries or Associates,
any of the Company's employees.
13.2 After the Date of Termination or, the date of your ceasing to be an
employee of the Company, you will not represent yourself or permit
yourself to be held out as being in any way connected with or
interested in the business of the Company; and after such date you will
not represent yourself or permit yourself to be held out as being in
any way connected with the business of any of the Subsidiaries or
Associates of the Company, except if and for so long as you remain an
employee of that Subsidiary or Associate.
13.3 It is your obligation to ensure you take no action and make no
statement (or omit to take any action or make any statement) which
constitutes unlawful discrimination whether under the Sex
Discrimination Act 1975 or the Race Relations Act 1976 or otherwise.
13.4 You are required to comply with the provisions of the legislation on
health and safety and working conditions. You are further required to
do your utmost to ensure that the Company, and any of its Subsidiaries
or Associates, comply with such health and safety legislation, all
legislation concerning their areas of activity and generally with all
legal obligations affecting the Company, or any of its Subsidiaries or
Associates.
13.5 In this Clause references to acting directly or indirectly include
(without prejudice to the generality of that expression) references to
acting alone or jointly with or by means of any other person.
14. TERMINATION
14.1 If you have given notice to terminate this Contract, the Company shall
have the right during the notice period or in circumstances where no
notice has been given by yourself the Company shall have the same right
for a period not exceeding
twelve months to relieve you of all your duties and responsibilities
under this Contract, exclude you from your place of work and/or require
you to resign forthwith all offices held in the Company, its
Subsidiaries or Associates or any other appointment held as nominee or
representative of any of the foregoing.
14.2 Without prejudice to the Company's right to summarily dismiss you for
gross misconduct, the Company will be entitled to terminate your
employment without notice if you:
A commit a serious or persistent breach of any term of
this Contract;
B Bare guilty of conduct tending to bring yourself or
the Company or any of its Subsidiaries or Associates
into disrepute;
C become bankrupt or compound with your creditors; or
D are convicted of any arrestable criminal offence
(other than an offence under road traffic legislation
in the United Kingdom or elsewhere for which a fine
or non-custodial penalty is imposed).
14.3 If you are incapacitated by sickness (including mental disorder) or
injury from carrying out your duties under this Contract for a
continuous period of 180 days or for an aggregate of 130 working days
in any 12 consecutive months, the Company will be entitled to terminate
this Contract by not less than 6 months' written notice given within 6
months after the end of the 180 or (as the case may be) 130 working
days.
14.4 On the Date of Termination you will promptly:
A resign (if you have not already done so) from all
offices held by you in the Company and its
Subsidiaries and Associates;
B deliver up to the Company all lists of customers,
correspondence, documents, discs, tapes, data
listing, codes, designs, drawings and all other
materials and property belonging to the Company or
any of its Subsidiaries or Associates which may be in
your possession or under your control, including any
copies; and
C deliver up to the Company forthwith any car provided
under this Contract;
and you will irrevocably authorise the Company in your name and on your
behalf to execute all documents and do all things necessary to effect
the resignations referred to above, in the event of your failure to do
so.
14.5 Any termination of your employment will be without prejudice to your
continuing
obligations under this Agreement.
15. WAIVER OF RIGHTS
15.1 If:
A your employment is terminated:
i by reason of the liquidation of the Company
for the purpose of amalgamation or
reconstruction; or,
ii as part of any arrangement for the
amalgamation of the undertaking of the
Company not involving liquidation or for the
transfer of the whole or part of the
undertaking of the Company to any of its
Subsidiaries or Associates, and,
B you are offered employment of a similar nature with
the amalgamated or reconstructed or transferee
company on terms not generally less favourable to you
than the terms of this Contract;
you will have no claim against the Company under this Contract in
respect of that termination.
16. DISCIPLINE AND GRIEVANCES
16.1 A copy of the Employee Rules of the Company for the time being in
force, which apply to you by virtue of your employment hereunder, can
be obtained from the Personnel Department.
16.2 If you are dissatisfied with any disciplinary decision or have any
grievance relating to your employment, you should raise the matter with
the Chief Executive either orally or in writing and the reference will
be dealt with by discussion and decision by the Chief Executive.
17. INVENTIONS
17.1 If at any time during the continuance of your employment you, whether
alone or with any other person, make, discover or produce any
invention, process, development or design which relates to, or affects,
or in the opinion of the Company is capable of being used or adapted
for use in or in connection with, the business or any product, process
or intellectual property right of the Company or any of its
Subsidiaries or Associates:
A the invention, process, development or design will be
the absolute property of the Company (except to the
extent, if any, provided otherwise by Section 39 of
the Patents Act 1977); and
B you will immediately disclose it to the Company in
writing.
17.2 You will, if and when required to do so by the Company (whether during
the continuance of your employment or afterwards), and at its expense:
A apply, or join with the Company in applying for
letters, patent or other protection in any part of
the world for any invention, process, development or
design to which Clause 16.1 above applies;
B execute or procure to be executed all instruments,
and do or procure to be done all things, which are
necessary for vesting such letters, patent or other
protection in the Company or any other company, or
subsequently for renewing and maintaining the same,
in the name of the Company or its nominee; and
C assist in defending any proceedings relating to, or
to any application for, such letters, patent Dr other
protection.
18. INTERPRETATION
In this Contract:
18.1 "Associate" means a body corporate which for the time being has not
less than 20 per cent of its equity share capital beneficially owned by
the Company;
18.2 "the Date of Termination" means the date upon which your employment
under this Agreement terminates whether such termination results from
the Company's breach and whether such breach is repudiatory or
otherwise;
18.3 "an Existing Body" means the Electricity Councilor any Electricity
Board (as defined in the Electricity Act 1989);
18.4 "Holiday Year" means each 12 month period commencing 1st April and
ending 31st March;
18.5 "Recognised Stock Exchange" has the meaning attributed to it by Section
841 of the Income and Corporation Taxes Act 1988;
18.6 "Subsidiary" has the meaning attributed to it by Section 736 of the
Companies Act 1985 and "equity share capital" has the meaning
attributed to it by Section 744 of the Companies Act 1985;
18.7 unless otherwise stated and except in Clause 19 below, a reference to
"your employment" is to your employment by the Company under this
Contract;
18.8 unless the context otherwise requires, words in the singular include
the plural
and vice versa, and a reference to a person includes a reference to a
body corporate and to an unincorporated body of persons;
18.9 a reference to a statute or statutory provisions includes a reference
to that statute or provision as from time to time modified or
re-enacted.
19. ENTIRE CONTRACT CONTINUITY AND CONDITIONALITY
19.1 Except as otherwise expressly provided by its terms and for any
detailed rules (not being inconsistent with the express terms hereof)
from time to time laid down by the Company, this Contract represents
the entire understanding, and supersedes any previous agreement,
between the parties in relation to your employment by the Company, its
Subsidiaries or Associates.
20. NOTICES
20.1 Any notice to be given under this Contract will be in writing and will
be deemed to be sufficiently served by one party on the other if it is
either delivered personally or is sent by prepaid first class post and
addressed to the party to whom it is to be given, in the case of
yourself, at your last known residence and in the case of the Company,
at its registered office, and any such notice if so posted will be
deemed to have been served on the day (excluding Sundays and public
holidays) following that on which it was posted.
21. JURISDICTION
21.1 This Contract shall be governed by and interpreted in accordance with
the laws of England and each of the parties submits to the jurisdiction
of the English courts as regards any claim or matter arising under this
Contract.
Signed for and on behalf of
The National Grid Company plc
/s/ [sic][illegible]
--------------------
Date 1-Dec-1994
I have read the foregoing terms and conditions of employment and wish to accept
employment with the National Grid Company plc on those terms and conditions.
Signed /s/ Xxxxxxx X. Xxxxx
---------------------
Date 1/12/94
SCHEDULE 1
THE NATIONAL GRID COMPANY plc.
PENSION AND LIFE ASSURANCE ARRANGEMENTS FOR GENERAL
MANAGERS
The normal retirement age for General Managers, for pension purposes, is aged
60.
Your service will now accrue at a rate of 1/45th of final pensionable earnings
per year of service as a General Manager. You will be able to exchange part of
this pension for a tax free lump sum up to the maximum permitted by the Inland
Revenue.
If you leave National Grid before normal retirement age your accrued benefit
will be a proportion of the benefit you would have been entitled to at the
normal retirement age based on your pensionable earnings at the date of leaving.
This proportion will be calculated by dividing your actual ESPS service since
joining the scheme (up to a maximum of 40 years) by the service you could have
earned (maximum 40 years) to your normal retirement age. In addition, any back
service credit or added years will be taken into account to the extent that
Inland Revenue rules permit.
On death in service before the normal retirement date a lump sum is available
for your beneficiaries equal to four times your annual rate of salary at death
plus the total amount of contributions paid by you into the ESPS.
The pension payable to your spouse on death in service before normal retirement
age is calculated as one-half of the pension you would have received at normal
retirement based on pensionable salary death.
The pension payable to your spouse on death after retirement is calculated as
one-half of your pension. The calculation will assume you choose to exchange no
pension for cash at retirement.
NOTES
i. Any retained benefits will be deducted from the benefits provided by the
Company to the extent that you would otherwise receive benefits in excess
of the maximum pension of 2/3 pensionable salary provided by the Company.
ii. If under the existing ESPS your benefits exceed the amounts described
above you will of course be entitled to the higher amount.
iii. The pay on which your pension will be based will continue to be your
pensionable salary as defined under the ESPS.
iv. In addition as long as your total benefits are within Inland Revenue
limits you will be entitled to the benefits purchased with any AVC monies.
Otherwise AVC monies will be refunded to you. If applicable further
details will be sent to you shortly.
v. You should note that the Inland Revenue have placed a restriction on the
amount of pay which benefits may be calculated (pensionable salary)
through an approved pension arrangement. Where final pensionable earnings
are over (pound)100,000, the permitted maximum is the greater over the
three years preceding retirement as increased by rpi. The Company will
provide benefits only up to these Inland Revenue maxima unless otherwise
agreed with the individual.
NATIONAL GRID TRANSCO
5th June 2003
Xx X X Xxxxx
Xxxxxxxxxx House
Station Road
Chipping Camden
Gloucestershire GL556JY
Dear Xxxx
Further to recent discussions, I confirm our offer to you of a Temporary
International Assignment at National Grid (USA) Inc Westborough MA in the USA,
as Chief Operating Officer, US Transmission, reporting to myself, with effect
from 1 July 2003.
If you accept this offer, your UK base salary will be increased to
(pound)185,000 pa, subject to annual review in April 2004. You will be eligible
for International Allowances as indicated in the attached Temporary
International Assignment Contract and will remain on the UK payroll but will be
administered under No Tax code.
During your assignment, your existing UK contract with the Company remains in
force but will be varied in accordance with the provisions of the Temporary
International Assignment Contract and the following documents:
- NGT International Assignment Policy document dated June 2002, as
amended May 2003
- Tax Equalisation Policy dated 20 July 2001
- Code of Conduct.
Where the provisions of this letter and your Temporary International Assignment
Contract differ from the corresponding provisions of the National Grid Group's
International Assignment Policy of June 2002, then the provisions set out in the
letter and the Temporary International Assignment Contract shall prevail.
This offer is subject to the following conditions:
(i) Your holding a valid British Citizen passport
(ii) Your being granted any relevant entry clearance and work permit
documentation
(iii) Your undergoing a medical examination and being passed by the Company's
medical adviser as fit for this assignment. Any costs associated with this
examination may be recovered from the Company.
If you have any questions regarding the Temporary International Assignment
please let me know as soon as possible and we will do all we can to ensure they
are answered.
Please sing and return a copy of this letter as confirmation that you agree with
the terms of this offer.
Yours sincerely
/s/ Xxxx Xxxxxx
NLCK XXXXXX
GROUP DIRECTOR
I accept the employment terms setout in this letter and the enclosed Temporary
International Assignment contract. I have also enclosed, duly signed by myself,
a signed copy of the contract.
Signed /s/ Xxxxxxx X. Xxxxx
Xxxx Xxxxx
Dated 28/6/2003
TEMPORARY INTERNATIONAL ASSIGNMENT CONTRACT
THE NATIONAL GRID GROUP plc (the "Company") and THE NATIONAL GRID COMPANY plc
whose registered offices are at 0-0 Xxxxxx, Xxxxxx XX0X 0XX and National Grid
House, Xxxxx Xxxxx Road, Coventry, CV4 8JY respectively and
TO THE.EMPLOYEE Xxxx Xxxxx of Xxxxxxxxxx House, Station Road, Chipping Campden,
Gloucestershire GL55 6HY
ON 03 June 2003
1 Appointment and Term
1.1 You will be appointed to undertake a temporary overseas assignment as
Chief Operating Officer, US Transmission based in Westborough, USA. During
the assignment you will report to Xxxx Xxxxxx, Group Director who will
discuss the precise nature of your duties and responsibilities with you.
For all practical assignment issues covered in this contract you should
refer to International Personnel Management Ltd (IPM), whom National Grid
have appointed to undertake all expatriate administration. IPM can be
contacted on x00 0000 000000.
1.2 This assignment and the provisions in this contract are effective from 01
July 2003. The intended term of the appointment is for a period of 30
months, however, the Company may vary or extend the contract if required.
Any substantial alteration or extension to the length of the assignment
will be by agreement and fully discussed with you before the changes are
made.
1.3 Initially you will not be accompanied on this assignment. It is intended
that your wife join you some months after your assignment begins and that
she herself shall take up a role with National Grid USA. The structure of
this contract, therefore, and that she will be assigned under, will
reflect these intentions.
1.4 Throughout the period of your assignment the terms and conditions of your
existing UK employment contract with the Company shall be varied in
accordance with the terms and conditions placed on you while overseas as
set out or referred to in this contract, but otherwise the terms and
conditions of your existing UK employment contract shall continue to
apply. At the expiration of this Temporary International Assignment
Contract, and subject to clause 10, you will return to the UK, and your
existing UK employment contract, modified to include any modifications
made to the employment conditions of the Company's UK staff in the period
of absence, will become fully effective once again.
1.5 For the duration of your assignment Xxxxx Xxxxxxxx will act in the role of
mentor. This role will be to maintain regular professional contact with
you during the assignment and to take managerial responsibility for your
career management and repatriation.
2. Hours of Work.
The normal hours of work will be the same as those applying to local staff
of the overseas company. However, you will be expected to work such other
hours as may be required for the proper performance of your duties and you
will not be entitled to receive additional remuneration for work over and
above normal hours.
3. Pay
3.1 Salary
3.1.1 During the assignment you will receive a salary equivalent to your Base
Salary (specified in your Assignment Offer letter enclosed with this
contract) net of Hypothetical Tax in accordance with the Company's Tax
Equalisation Policy referred to in clause 7.
3.1.2 In addition to your Base Salary, you will receive International Allowances
as appropriate, which are calculated by reference to your Base Salary, and
benefits, as set out below. These allowances will be paid to you without
deducting hypothetical tax.
3.1.3 Your Base Salary will be used to calculate your pension contributions
throughout the period of your assignment in accordance with the Company's
normal UK policy.
3.2 Bonus
For the duration of the assignment you will be eligible for a bonus. The
maximum bonus you may earn is that percentage of your Base Salary set out
in the attached Financial Summary based on achieving the performance
targets agreed with Xxxx Xxxxxx. The amount of your bonus earned whilst on
an international assignment will be subject to a hypothetical tax
deduction at the time it is paid, as detailed in the Tax Equalisation
Policy.
4. International Allowances
4.1 International Allowances
You are entitled to receive an international allowance in accordance with
the Company's policy on your overseas location. Details of the allowances
applicable to your assignment location are set out in the attached
Financial Summary. This allowance is paid monthly in arrears for the
period of the assignment spent overseas in rented accommodation. The
Company will be responsible for any taxes payable on this allowance. Note
that international allowances are calculated by reference to Base Salary
capped at (pound)100,000 pa.
4.2 Cost of Living Allowance
You are entitled to receive a cost of living allowance in accordance with
the Company's International Assignment Policy as amended in May 2003.
Details are given in the Financial Summary. This allowance is paid monthly
in arrears for the period of the assignment spent overseas in rented
accommodation. The Company will be responsible for any taxes payable on
this allowance.
4.3 Disturbance Allowance
4.3.1 A disturbance allowance of (pound)8,000 will be paid to you at the start
of your assignment as set out in the attached Financial Summary. This
amount will be made as a lump sum in the month in which your assignment
begins.
4.3.2 This is intended to assist with the cost of settling into overseas
accommodation and in defraying the additional expense incurred in moving
from the UK. The Company will be responsible for any taxes payable on this
allowance.
4.3.3 On repatriation, or re-assignment to another country, you will be eligible
for an allowance of (pound)6,000, tax free.
4.4 Terminal Bonus
For the avoidance of doubt, you will not be entitled to a Terminal Bonus
at the conclusion of your assignment.
5. Benefits
5.1 Accommodations/Utilities
5.1.1 You will be responsible for determining arrangements for your UK home and
all costs, taxes or other expenses related to your UK home are to your
account.
5.1.2 You may be required to spend a short period of time in hotel accommodation
on arrival in the overseas location while furnished rented accommodation
is secured. Details of the Company's policy on temporary accommodation are
set out in the International Assignments Policy.
5.1.3 The Company will assist you in finding suitable fully furnished or
unfurnished (as appropriate) accommodation in the overseas country. The
rental ceiling will be US$5,000 per month and if necessary furniture
rental costs will also be met by the Company. The Company's policy on
accommodation/rent allowance is set out in the International Assignments
Policy.
5.1.4 The cost of reasonable utilities i.e. gas, water, electricity, telephone
rental and business calls, will be paid by the Company in accordance with
the International Assignments Policy.
5.1.5 Buildings and contents insurance cover costs will be met by the Company.
5.1.6 Any necessary taxes associated with property rental will be met by the
Company and any taxes attributable to the benefit for income tax purposes
will be covered under the Company's Tax Equalisation Policy.
5.2 Travel and Transport
Air tickets to the destination at the start and end of the assignment will
be provided for you and your family. Details of the Company's policy on
flights, company cars and local transportation are set out in the
International Assignments Policy.
Notwithstanding the amendments to the Policy of May 2003, you and your
accompanying family will be entitled to travel Business Class for Home
Leave trips.
5.3 Company Car
You will be provided with a car in the USA and the Company will meet the
costs of taxes and insurances relating to the vehicle, as well as the cost
of fuel for both business and private use.
During your assignment the Company will seek to arrange for the retention
of the UK registration number (J5NGT) although you will be liable for any
charges levied by the competent authorities.
5.4 Freight Allowances and Storage in the UK
The Company will provide for the transportation of your personal baggage
from the UK to the
overseas country and subsequent return to the UK at the end of your
assignment. Storage of some personal effects in the UK may be supported.
Details of this policy are set out in the International Assignments
Policy.
5.5 Education
If required, the Company will reimburse you for school fees in the
overseas location or UK school tuition [as appropriate] and flights to the
overseas location in accordance with the Company's education policy as set
out in the National Grid International Assignments Policy.
5.6 Pension
For the period of the assignment you will remain a member of the National
Grid section of the Electricity Supply Pension Scheme. The Company will
continue to make contributions and the appropriate deductions for your
contributions will be made based on your Base salary.
5.7 Insurance
Private international medical and dental insurance, including emergency
repatriation, will be provided for you and your accompanying family from
the respective times of departure from your UK home to your destination
and subsequent return. Further details of this general insurance coverage
are set out in the International Assignments Policy.
6. Payment Arrangements
6.1 You should indicate the monthly amount in (pound) sterling, which you wish
to be paid into a local bank account in the assignment country. This
amount will be paid in local currency, calculated by reference to the
exchange rate determined by our bankers in the UK on the day it is
transferred. All transfer costs will be borne by the Company. The balance
of your monthly salary will be paid into your nominated UK bank account in
UK Sterling. Any changes to the location for payment should be made in
line with the International Assignments Policy.
6.2 The international and cost of living allowances ("the combined
allowances") will be reviewed annually, currently in July. In this review
the Company will take account of data provided by ECA-International in
respect of exchange rate movements, inflation and changes in any other
appropriate measures. As a result of this review, the Company reserves the
right to make changes to the amount of the combined allowances as
appropriate. These changes will be implemented with immediate effect. You
accept that your combined allowances may fluctuate up or down in July of
each year and you accept that this fluctuation, if any, is in accordance
with the Company's policy as set out in the International Assignments
Policy. In any event the 10% overseas allowance will remain for the
duration of your assignment.
7. Taxation
The Company's approach to taxation is set out in the Tax Equalisation
Policy. Note that the policy of equalisation will apply to National
Insurance contributions as well as to income tax.
Under the Tax Equalisation Policy you will be entitled to tax briefings in
the UK on departure and in the USA on arrival and subsequent departure.
You will also be entitled to assistance from the Company's retained tax
advisers, Deloitte & Touche, with the preparation and filing of UK tax
returns relating to the year of departure and return (but not in any
intervening year). Deloitte & Touche will also assist you with the
preparation and filing of all US tax returns.
8. National Insurance Contributions
8.1 The Company will make application to obtain the necessary certificate of
coverage to exempt you from contributions to the Social Security Scheme in
the assignment country.
8.2 In the event that any social security, federal, state or local taxes
equivalent to UK National Insurance Contributions should become payable in
the assignment country, the Company will reimburse you for those payments.
9. Leave
9.1 Annual Leave: Your annual leave will remain unchanged from your total UK
entitlement at 33 days per annum.
9.2 Public Holidays: During your assignment, UK fixed public holidays will be
replaced by local public holidays in the assignment country. These days
will be taken either as local holidays arise or as agreed with the
Assignment Manager.
9.3 Home Leave: During your assignment you will be entitled to home leave
return trips to the UK as setout in the International Assignments Policy.
9.4 You will be allowed additional relocation leave of up to 3 days at the
beginning and end of your assignment (total 6 days) to oversee the
relocation of your belongings. No cash alternative is available.
10. Termination
10.1 For the avoidance of doubt, the provisions in relation to the termination
of your employment in your existing UK contract will continue to apply
notwithstanding your temporary assignment overseas.
10.2 Where possible, reasonable notice of any premature termination of
assignment will always be given. However, the company reserves the right
to terminate the Temporary International Assignment at any time without
indemnity, compensation or notice where the Company deems it necessary or
desirable. Non-exhaustive examples of reasons for assignment termination
are as follows:
(a) serious or repeated breach of the Standard Code of Conduct;
(b) behaviour by you or accompanying family members in a manner which
will bring you, the Company, or overseas company into disrepute;
(c) any change in the business need for the assignment or in the
contractual/financial relationships supporting a particular project;
(d) if the company received advice that your continued employment in the
assignment country would be likely to endanger your health or safety
or that of accompanying family members.
10.3 Your return to the United Kingdom on premature termination or expiry of
your assignment will be dealt with in accordance with Section 8.11 of the
National Grid International Assignment Policy.
11. Sundries
11.1 Club Membership
The Company will reimburse up to a maximum of (pound)1,000 of the initial
joining fee of a club membership.
11.2 Company Credit Card
You will be issued with a company credit card to facilitate business
expenditure abroad in accordance with the Company's policy as set out in
the International Assignments Policy.
11.3 Mobile/cell phones
You will be entitled to retain the UK mobile telephone currently allocated
to you and will be allocated a cell phone in the USA.
12. Financial
You will be responsible for all financial obligations incurred by you
during the term of your assignment, except where this expressly provides
that the Company shall be liable for such expenses.
13. Repatriation
Prior to the end of your assignment, discussions will take place with a
Company representatives to explore your skills, experience and aspirations
as well as potential opportunities to try to find you a suitable position
within National Grid Transco plc, either in the UK, or elsewhere, as
appropriate. Details of your repatriation are set out in International
Assignments Policy.
14. Jurisdiction
Your assignment shall be governed by and all assignment documents shall be
interpreted in accordance with the laws of England and Wales. All
disputes, claims or proceedings between the parties relating to the
validity, construction or performance of this Agreement are subject to the
non-exclusive jurisdiction of the High Court of Justice in England and
Wales.
Signed for and on behalf of The National Grid Company plc
Signed /s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Group Director
Date 17.7.03
I have read the foregoing terms and conditions of employment and wish to accept
the temporary overseas assignment with the National Grid Group plc on those
terms and conditions.
Signed /s/ Xxxxxxx X. Xxxxx
Xxxx Xxxxx
Date 28/6/2003
FINANCIAL SUMMARY
RENUMERATION (pound) per annum
------------ -----------------
Assignment Salary
Base Salary (pound)185,000.00
Deductions
Hypothetical Tax ((pound)67,277.91)
SUB TOTAL (pound)117,722.09
Assignment Allowances
International allowance: 10% of Capped Salary (pound)10,000.00
Cost of living adjustment based on cost-effective home based index of 117 (pound)4,225.35
TOTAL NET ASSIGNMENT RENUMERATION (pound)131,947.44
TOTAL RENUMERATION (MONTHLY) (pound)10,995.62
Other Assignment Benefits:
Disturbance Allowance (tax free) (pound)8,000.00
One off payment at start of assignment
Performance Bonus
Potential to achieve a maximum of 30% annual bonus, hypothetical tax will be
deducted from your bonus earned whilst on assignment
These other benefits provide additional value and support to you and your
family:
Pre Assignment Visit
Cultural Briefing
Accommodation costs
Utility Costs
Removal costs
One Business Class Home Leave flight per annum
Tax Assistance with tax returns for UK in the year of departure and the year of
return, and in the host country in each relevant year
BUPA International Healthcare cover
Club membership (provided Assignment Manager approves)
Company Car/Transport Allowance
Assistance selling a privately owned car in the UK up to (pound)2,000
Education costs in the UK if appropriate
