Exhibit 4.(c).5
BG ENERGY HOLDINGS LIMITED
and
XXXXX XXXXXXX
CONTRACT OF EMPLOYMENT FOR
EXECUTIVE VICE PRESIDENT,
EASTERN HEMISPHERE
DATE: 28 MARCH 2003
BG GROUP PLC
CONTRACT OF EMPLOYMENT FOR EXECUTIVE
VICE PRESIDENT,
EASTERN HEMISPHERE
To: Xxxxx Xxxxxxx
There are set out below the terms
of the Contract of Employment between BG Energy Holdings Limited, whose registered
offices are at 000 Xxxxxx Xxxxxx Xxxx Xxxxx, Xxxxxxx, XX0 0XX (the “Company”)
and you.
For the purposes of this Contract
(the “Contract”)
| (a) |
“associated company” has the
meaning set out in section 435 of the Insolvency Xxx 0000. |
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| (b) |
“Board” means the Board of Directors
of the company or any sub-committee thereof. |
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| (c) |
“subsidiary” has the meaning
given in Section 736 of the Companies Xxx 0000. |
| 1. |
Job |
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You will be employed by the Company as Executive
Vice President, Eastern Hemisphere |
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| 2.1 |
The commencement of this Contract
and your appointment as Executive Vice President, Eastern Hemisphere
is effective from 13 January 2003. |
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| 2.2 |
Your continuous employment
began on 13 January 2003 , and, subject to Clause 7 and Clause 2.3 of
this Contract, will continue until terminated by either party giving
to the other not less than twelve months’ notice in writing (the “Notice
Period”) expiring on any date. |
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| 2.3 |
If there is a “change
of control” (as hereinafter defined) and this Contract is terminated
by the Company within twelve months of the “change of control” taking
effect (including a termination as a result of a constructive dismissal
but excluding a termination in accordance with Clause 7 of this Contract)
the Company shall, as liquidated damages, pay to you within one month
of termination, an amount equal to one year’s annual gross salary
at the rate current on the date of termination and credit you with one
year’s additional pensionable service (together, the “Damages”).
For this purpose this Contract is terminated when notice is given, or
if no notice is given, the date the Contract ends. |
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| 2.4 |
Any payments made under Clause
2.3 above shall be made less any deductions which the Company may be
required by law to make including, without limitation, in respect of
tax and other statutory deductions and are conditional on you agreeing
to be bound by the restrictive covenants at Clause 6.4, and shall be accepted
by you in full and final settlement of all claims which you have or may
have against the Company or any subsidiary or associated company arising
out of the termination of this Contract and your employment, save for
any personal injury claim, any accrued rights that you have in the Company
Pension Scheme or employment protection statutory claim. It is agreed,
that in either case, the Damages are agreed to be a genuine pre-estimate
of your loss and shall not be reduced by reason of the doctrines of mitigation
and accelerated receipt. |
| 2.5 |
Your work location will be
wherever required in the United Kingdom, but based initially at the Company’s
offices in Reading. You may be required to travel and work outside the
United Kingdom from time to time but unless otherwise agreed with the
Company you will not be required to live outside the United Kingdom. |
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| 2.6 |
The Company shall be under
no obligation to provide you with work during any Notice Period either
given by the Company or by you to terminate your employment under this
Contract. The Company may during any Notice Period suspend you from your
employment or exclude you from any premises of the Company provided always
that such suspension will be no longer than six months. During any such
period of suspension the Company may make a payment in lieu of notice,
less tax and other statutory deductions. |
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| 2.7 |
During any period of suspension
you may not, without the Company’s consent: |
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(i) |
contact or have any communication with any
customer or client of the Company or any subsidiary or associated company
in relation to the business of the Company or any subsidiary or associated
company; or |
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(ii) |
contact or have any communication with any
employee, officer, director, agent or consultant of the Company or any
subsidiary or associated company in relation to the business of the Company
or any subsidiary or associated company. |
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For the avoidance of doubt
it is agreed that the provisions of Clause 3.3 shall apply during any
period of suspension. |
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| 2.8 |
For the purposes of this Contract,
a “change of control” shall occur if |
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2.8.1 |
the Company becomes a subsidiary of another
company; |
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2.8.2 |
50% or more of the voting rights for the
time being of the Company become vested in any individual or body or
group of individuals or bodies acting in concert (as defined in the
City Code on Take-Overs and Mergers); |
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2.8.3 |
the right to appoint or remove the majority
of the Board becomes vested in any individual or body or group of individuals
or bodies acting in concert (as defined in the City Code on Take-Overs
and Mergers); |
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2.8.4 |
all or substantially all of
the business, assets and undertakings of the Company becomes owned by
any person, firm or company (other than a subsidiary or associated company); |
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2.8.5 |
the whole of the issued share
capital of the Company or a substantial part of the undertaking of the
Company (including its subsidiaries) is transferred to another company
unless that transferee company is a subsidiary of the Company, or a company
ultimately owned by substantially the same shareholders as are the ultimate
owners of the Company:
but “change of control” does not occur notwithstanding any
of sub-clauses 2.8.1 to 2.8.5 above if (and, only if) through a process
of reconstruction the Company becomes a subsidiary of another company owned
by substantially the same shareholders, as are the shareholders of the
Company. |
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| 3. |
Main
Duties and Outside Interests |
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| 3.1 |
During your employment, you
will well and faithfully serve the Company and use all your abilities
to promote its interests. You will perform such duties consistent with
your job for the time being hereunder as provided in Clause 1 above and
reasonably within your skill and competence as may from time to time
be reasonably assigned to you by the Company or the Board, or by some
person (whether the Chairman or any other director) on behalf of the
Board. You will comply with the Company’s Compliance Code and the
Company’s Statement of Business Principles and all other rules
and regulations issues by the Company. |
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| 3.2 |
You will devote the whole
of your time, attention and abilities during normal business hours, and
at such other times as the Company or your duties may reasonably require,
to the business and affairs of the Company, its subsidiaries and associated
companies, unless prevented by ill health from so doing. |
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| 3.3 |
You will not during this employment
directly or indirectly enter into or be concerned or interested in any
other business except with the prior consent of the Company. Nevertheless,
you may be or become a holder for investment of not more than five per
cent of any class of securities listed on any recognised Stock Exchange.
You will be required, on request, to provide the Company with details
of such holdings. |
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| 3.4 |
The foregoing is not intended
to prohibit your involvement in the activities of relevant professional
bodies; the taking of office in such a body shall, however, require the
prior consent of the Board. |
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| 4. |
Pay
and Benefits |
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| 4.1 |
With effect from the 13 January
2003 you will be paid salary at the rate of £250,000 per annum
within grade BG2, payable in arrears at the end of each month (or, at
the discretion of the Board, earlier). This salary will, unless otherwise
agreed in writing with the Company, be inclusive of all fees and other
remuneration to which you may be or become entitled as a director of
the Company or of any of its subsidiaries or associated companies for
the time being. |
| 4.2 |
This salary will be reviewed,
and may be increased in April each year by the Company. The first such
review will be in April 2004. Nothing in this Contract will prevent the
Company, where it thinks fit, from resolving to pay any temporary additional
remuneration or bonus or from providing some other benefit to you on
the basis that it will not constitute an increase in salary rate for
the purpose of this Contract. |
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| 4.3 |
At the discretion of the Company,
you may be invited to participate in the Company’s Long Term Incentive
Scheme and any other incentive schemes that the Company may establish
(for example Company Share Option Scheme or Annual Incentive Scheme).
Subject to meeting the Company’s eligibility criteria you will
be able to participate in the Company’s Sharesave Scheme. Also
you will have the opportunity of participating in the Company’s
Financial Counselling Scheme. The Company may amend, suspend or terminate
these schemes or any parts thereof, at any time. Membership of such schemes
is subject to and in accordance with the rules of the relevant scheme. |
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| 4.4 |
You will be entitled to become
a member of the Company Pension Scheme. A contracting out certificate
is in force in respect of your employment. You will also be entitled
to become a member of the Company Supplementary Pension Scheme, which
provides you with pension benefits beyond those earned through your membership
of the Company Pension Scheme. Membership of such schemes is subject
to and in accordance with the rules of the relevant scheme. |
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| 4.5 |
You can participate in the
Company Car Scheme which gives you the choice of a company car or a cash
in lieu allowance. |
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| 4.6 |
You will be covered by arrangements
provided by the Company on terms agreed by the Company , covering accident
and life insurance, private medical insurance and long-term disability. |
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| 4.7 |
You will be entitled, in addition
to Public and Bank Holidays, to twenty-eight days holiday in every year
at times agreed with the Company. |
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| 4.8 |
If you are absent from work
as a result of sickness or injury you shall be entitled to sick pay in
accordance with the rules of the prevailing Company sick pay scheme.
You will, at the request and expense of the Company, undergo, from time
to time, a medical examination. The medical adviser may, at his/her sole
discretion, disclose the result of the examination to the Company. |
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| 4.9 |
The Company will reimburse
you with the amount of all reasonable hotel, travelling and other expenses
properly and necessarily incurred in the performance of your duties.
You will make evidence of such expenditure available to the Company as
it may from time to time require. |
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| 4.10 |
The Company reserves the right
to recover from your salary payments any overpayment of remuneration
or other payments, made by mistake or through misrepresentation or for
any other reason subject always to the Company giving you fourteen days
notice in writing before a deduction is made. Upon termination of your
employment the Company may deduct from your final salary payment, or
any other termination payments due, an amount equal to any sums you owe
to the Company. |
| 5. |
Intellectual
Property Rights |
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| 5.1 |
Subject to the provisions
of the Patents Xxx 0000, any invention, process, improvement, development,
design or other work in which copyright or design right may subsist,
which may be made, originated or developed by you in the course of or
arising out of your employment (whether or not during normal working
hours and whether or not made, originated or developed before or after
the Effective Date) will be the absolute property of the Company. You
will take all appropriate steps (whether during the continuance of your
employment or afterwards) to ensure that the Company obtains the maximum
benefit from such invention, process, improvement, development, design
or other work by prompt application for letters patent or other appropriate
protection in any part of the world and/or assign to the Company all
copyright design right or other proprietary right. |
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| 6. |
Your
Other Obligations during and after the Employment |
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| 6.1 |
You will not, either during
your employment or thereafter (otherwise than in the performance of your
duties or unless required by a court of competent jurisdiction), use
or divulge to any person, firm or company any trade secrets, confidential
or sensitive information or information in respect of which the Company
or any subsidiary or associated company is bound by an obligation of
confidence to a third party, acquired by you in the course of or for
the purposes of your employment without the written consent of the Company.
This restriction will not apply to information, which becomes public
other than through unauthorised disclosure by you. You will use all reasonable
endeavours to prevent the disclosure or publication of any confidential
or sensitive information concerning the business of the Company or any
subsidiary or associated company or third party. |
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| 6.2 |
In this Contract, confidential
information shall include, without limitation, details of any computer
software programs or systems documentation relating to the Company’s
operation specifically incorporating access to those systems, programs
or data within them. |
| 6.3 |
You will not make, use, permit
to be used or copy, or retain, any records relating to the business of
the Company or any subsidiary or associated company, otherwise than for
the benefit of the Company and in any event upon termination of this
employment you will deliver up to the company forthwith all such records
including documents, computer disks, tapes and other tangible items and
all property of the Company, or any subsidiary or associated company,
which may be in your possession or under your control. Title to and copyright
in all such records will be that of the Company or the relevant subsidiary
or associated company, as the case may be, throughout. |
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| 6.4 |
For six months after the termination
of this employment you will not, without the prior consent of the Company
in writing: |
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6.4.1 |
solicit in competition with
the Company or any subsidiary or associated company for whom you performed
services, the custom of any person, firm or company who at any time during
the last twenty four months of your employment with the Company was a
customer of, or supplier or, or in the habit of dealing with, the Company
or, as the case may be, any such subsidiary or associated company and
with whom you shall have been personally concerned or have personal knowledge
at anytime during the last twenty four months of your employment. |
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6.4.2 |
induce any person who is a
senior employee of the Company or any subsidiary or associated company
as at the date you leave employment to leave his or her employment with
such company. |
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| 6.5 |
You will use all reasonable
endeavours to ensure that the Company, and any subsidiary or associated
companies, comply with all legal requirements applying to them whether
under the general law, statute or other regulations. |
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| 6.6 |
You will not, during the continuance
of your employment (and will ensure, so far as you are able, that your
partner or person connected with you and any dependent
children will not) deal or become or cease to be interested (within the
meaning of the Companies Act 1985) in any securities of the Company, or
any subsidiary or associated company, except in accordance with any relevant
statutory provision, or the rules of the Stock Exchange and the Company’s
Share Dealing Code for the time being concerning such transactions. |
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| 6.7 |
Nothing in this Clause 6 is
intended to exclude, restrict or limit in any way any right you may have
to make a protected disclosure under the Public Xxxxxxxx Xxxxxxxxxx Xxx
0000. |
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| 7. |
Termination
Provisions |
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| 7.1 |
If you commit any gross misconduct
or any serious breach or non-observance of any of the provisions of this
Contract, or if you commit any act of bankruptcy (or take advantage of
any statute offering relief for insolvent debtors), then the Company
will be entitled by written notice to terminate your employment with
immediate effect (without any obligation to give notice pursuant to Clause
2 or to make a payment in lieu of notice). |
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| 7.2 |
Subject to your rights under
the Disability Discrimination Xxx 0000, if you become ill or are unable
properly to perform your duties by reason of ill-health, accident or
otherwise for a period of at least nine months, or for periods aggregating
at least two hundred working days in any period of twelve consecutive
months, the Company may within three months after such period terminate
your employment by not less than three months’ notice in writing
provided always that the Company will not be entitled to terminate your
employment if such termination would disentitle you to benefits under
the Company’s long-term disability scheme. |
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| 7.3 |
Each party has the right to
terminate your employment at or after your sixty-fifth birthday by not
less than three months’ notice in writing. |
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You must resign from any office
held in the Company or any subsidiary or associated company if you are
asked to do so by the Company. If you do not resign as an officer of
the Company or any subsidiary or associated company having been requested
to do so, the Company will be appointed as your attorney to effect your
resignation. By entering into this Contract you irrevocably appoint the
Company as your attorney to act on your behalf to execute any document
or do anything in your name necessary to effect your resignation. If
there is any doubt as to whether such a document (or other thing) has
been carried out within the authority conferred by this Clause, a certificate
in writing (signed by any director or the secretary of the Company) will
be sufficient to prove that the act or thing falls within that authority. |
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| 7.5 |
At any time during your employment
(at the request of the Company) or when your employment terminates, you
will immediately return to the Company: |
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7.5.1 |
all documents and other materials
(whether originals or copies) made or compiled by, or delivered to you
during your employment and concerning the Company or any subsidiary or
associated company. You will not retain any copies of any materials or
other information; and |
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7.5.2 |
all other property belonging
or relating to the Company or any subsidiary or associated company which
is in your possession or under your control. |
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| 8. |
Data
Protection Act 1998 |
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For the purpose of the Data
Protection Xxx 0000 you give your consent to the holding and processing
of personal data provided by you to the Company for all purposes relating
to the performance of this Contract including, but not limited to; |
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administering and maintaining personnel
records; |
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paying and reviewing salary and other remuneration
and benefits; |
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providing and administering benefits (including,
if relevant, pension, life insurance, permanent health insurance, medical
and accident insurance); |
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undertaking performance appraisals and reviews; |
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maintaining sickness and other absence records; |
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taking decisions as to your fitness for
work; |
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providing references and information to
future employers, and if necessary, governmental and quasi-governmental
bodies, the Inland Revenue and Contributions Agency, for social security
and other purposes; |
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providing information to future purchasers
of the Company or of the business in which you work; and |
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transferring information concerning you
to a country or territory outside the European Economic Area. |
| 9. |
Other |
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| 9.1 |
Notice under this Contract
will be deemed to be given if sent by either party by registered post
addressed to the other party at the last known address, and will be deemed
to be given on the day when it would ordinarily be delivered after such
posting. |
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| 9.2 |
From the 13 January 2003 all
other agreements [(save for the attached schedule)] between you and the
Company or any subsidiary or associated company will be cancelled. |
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| 9.3 |
There are no fixed disciplinary
rules applicable to your employment. In the event that you are dissatisfied
with any disciplinary action taken against you, or have any grievance
relating to your employment, you should refer the matter, in the first
instance, to the Executive Vice President, Human Resources, who will
either propose a solution or refer the matter to the Chief Executive
Officer. The Company may suspend you from your employment on full salary
at any time for a reasonable period (which shall in any event be no more
than thirty days) to investigate any matter in which you are implicated
or involved (whether directly or indirectly). The decision of the Chief
Executive Officer shall be final. |
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| 9.4 |
Except as stated in this Contract,
there are no other terms and conditions of employment relating to hours
and of work, holiday entitlement and pay, sick pay and pension. |
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| 9.5 |
This Contract is governed
by and will be interpreted in accordance with the laws of England and
Wales. Each of the parties submits to the exclusive jurisdiction of the
English courts as regards any claim or matter arising under this Contract. |
EXECUTED as a DEED BY THE COMPANY
Acting by
Director
Director/Secretary
Dated
EXECUTED as a DEED BY XXXXX XXXXXXX
in the presence of
Name
Address
Dated
