Exhibit 4.4
THE NATIONAL GRID GROUP PLC and NATIONAL GRID
COMPANY
PLC
And
Xxxxxx Xxxxxxxx
Dated 6th March 2001
SERVICE
AGREEMENT
INDEX TO CLAUSES
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THIS SERVICE AGREEMENT DATED 6th March
2001 IS BETWEEN:–
THE NATIONAL GRID GROUP plc (the "Company")
and THE NATIONAL GRID COMPANY plc whose registered offices are at 00
Xxxxxxxxxx Xxxx, Xxxxxx XX0 0XX and National Xxxx Xxxxx, Xxxxx Xxxxxx Xxxx,
Xxxxxxxx, XX0 0XX respectively (the "Companies") and Xxxxxx
Xxxxxxxx.
| 1. |
APPOINTMENT AND
TERM |
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| 1.1 |
You will be employed by the
Company as a Director and will perform such duties as may be assigned to
you from time to time in accordance with Clause 2. Your current job title
is Group Director, Europe, National Grid Group and you will report to the
Group Chief Executive. |
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| 1.2 |
Your appointment to this post
will be effective from 30th March 2001 and will continue, subject to and
in accordance with the provisions of this contract, until terminated:–
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(a) |
by the Companies in accordance with Clause
15; |
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(b) |
by the Companies giving you not less than
twelve months' notice (24 months for the first year, declining on a straight
line basis in the second year to 12 months); |
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(c) |
by you giving the Companies not less than
twelve months' notice. |
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| 1.3 |
In accordance
with the Company's Articles of Association, your appointment is subject
to ratification by shareholders in General Meeting. |
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| 2. |
DUTIES |
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| 2.1 |
During the continuance
of your employment, you will:– |
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(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); |
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(b) |
in all respects comply with
all lawful directions given by or under the authority of the Company; |
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(c) |
use your best endeavours to
promote, develop and extend the business and the interests of the Company
and any of its subsidiaries; |
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(d) |
unless prevented by sickness
or injury and except during holidays, devote the whole of your time, attention
and ability during your hours of work to the performance of your duties
under this Contract; |
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(e) |
act only in accordance with the Memorandum
and Articles of Association of the Company or of the relevant Associate
or Subsidiary In the Company; and |
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(f) |
keep the board of directors of the Company
(and, where applicable of the relevant Group company) promptly and fully
informed (in writing if so requested) of your conduct of the business or
affairs of the Company and provide such explanations as they may require. |
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| 2.2 |
Your normal hours of work total
37 hours per week. However, you will be expected to work such other hours
as may reasonably 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. In line with the Working Time Regulations,
you will not be required to work more than an average of 48 hours per week.
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| 2.3 |
You will be based at National
Grid House, Xxxxx Xxxxxx Xxxx, Xxxxxxxx XX0 0XX, but you will also be provided
with an office in the Group Headquarters at 00 Xxxxxxxxxx Xxxx, Xxxxxx XX0
0XX. |
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| 2.4 |
The Company reserves the right
(as far as it is reasonable to do so and after giving you reasonable notice
of the change) to relocate your main place of work to (or to require you
to perform some of your duties from or to post you temporarily to) any of
its UK offices. |
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| 3. |
SALARY |
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| 3.1 |
During the continuance of
your employment (subject to Clause 10.2), you will be entitled to a salary
at the rate of £270,000 per annum (or such higher rate as may from
time to time be agreed between the parties). |
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| 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 in the Company or any other
company for the time being in the Company. |
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| 3.3 |
The salary referred to in
Clause 3.1 above shall be reviewed annually. The current review date is
1 April and your salary will be reviewed for the first time in April 2002. |
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| 3.4 |
The remuneration of senior
staff is linked to the Company's and their own performance and you will
be covered by these arrangements. This includes performance management principles
and clear and agreed performance targets and objectives for each year which
will be discussed and agreed with you by the Group Chief Executive. Following
assessment of performance against these targets an annual bonus, currently
of up to 60%, may be payable in June following the relevant year end. The
performance year is 1 April to 31 March and your first participation in
this bonus will commence 1 April 2001. |
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| 4. |
PENSION
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| 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. |
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| 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 Companies participate or of which it is Principal
Employer, you will be eligible (but not obliged) to be a Member of the ESPS.
You will also be entitled to enhanced pension arrangements as set out in
Schedule 1 to this contract. |
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| 4.3 |
As a member of the ESPS a Contracting-out
certificate is in force in respect of your employment |
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| 5. |
INSURANCE BENEFITS |
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| 5.1 |
The Company will, during your
employment, provide you and, if appropriate, your partner and dependent
children with cover under a private medical expenses insurance scheme. This
scheme is maintained from time to time by the Company for its employees,
and cover is subject to and in accordance with the rules of such scheme
which may be reviewed from time to time. |
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| 5.2 |
The Company will, during your
employment, provide you with personal accident insurance cover, subject
to and in accordance with the rules from time to time of the relevant scheme,
current details of which are available from Group Human Resources. |
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| 5.3 |
The Company will provide Permanent
Health Insurance to you whilst you are employed under this Contract until
30th March 2006, subject to underwriting by our insurers. At that time you
will be eligible for ill health provisions of ESPS. |
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| 6. |
PROFESSIONAL FEES
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| 6.1 |
The Company will reimburse
you in full for subscriptions for any professional memberships which, in
its opinion, are relevant to your employment. |
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| 7. |
CAR
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| 7.1 |
You will be provided you with
a car of suitable age, make, model and specification 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 standing and running costs
relating to it (including the cost of fuel for private mileage) but not
any taxable benefit arising. You shall comply with all rules laid down by
the Company in relation to Company vehicles, notify the Company immediately
of any accident involving your car and of any charge brought against you
for a motoring offence and, unless otherwise agreed, shall return the car
to your place of work forthwith on termination of your employment. |
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| 8. |
EXPENSES |
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| 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, during
your employment, reimburse line rental and cost of business calls in respect
of your home telephone. |
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| 9. |
HOLIDAYS |
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| 9.1 |
You will be entitled, on
a pro-rata monthly basis, to 31 working days' holiday without loss of pay
in each Holiday Year to be taken at such times as may be approved in advance
by the Group Chief Executive. 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. |
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| 9.2 |
Upon termination of this
Contract, if (in the opinion of the Company) its business needs have prevented
you from taking your holiday entitlement, you shall be entitled to payment
(at the rate of 1/260th of your annual salary for each day) in lieu on
a pro rata basis for any holidays not taken which have accrued in the Holiday
Year up to the Date of Termination. However, if appropriate, the Company
shall be entitled to deduct from your final salary instalment an amount
equal to 1/260th of your salary for each day's holiday taken prior to the
Date of Termination in excess of your proportionate entitlement. |
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| 10. |
SICKNESS AND INJURY |
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| 10.1 |
If you are absent
from work as a result of
sickness or injury you will:– |
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(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; |
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(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; |
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(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; |
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(d) |
you will, on request by
the Company, allow yourself to be examined by the Company doctor who shall
report to the Group Chief Executive as appropriate. |
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| 10.2 |
You will, subject to compliance
with sub-clause 10.1 above and to Clause 15 below, be entitled to:– |
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(a) |
payment of salary at the full basic
rate and maintenance of other contributions and benefits contractually
provided by the Company (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 for an
aggregate of 130 working days in any 12 consecutive months; |
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(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 for an aggregate
of 130 working days in any 12 consecutive months; |
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but you will not be entitled to any payment
of salary or maintenance of benefits during any absence in excess of
12 months. |
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| 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 Clause
10.2 will go towards discharging its liability to pay statutory sick
pay. |
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| 11. |
CODE OF CORPORATE
GOVERNANCE |
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| 11.1 |
The National Grid Group plc's Code
of Corporate Governance provides for you, in furtherance of your duties
as a Director of the Company, to take independent professional advice,
if necessary, at the Company's expense. The Chairman or the Group Company
Secretary should be notified if this step is taken, which should only
be taken in the best interests of the Company. |
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| 11.2 |
As a Director of the Company you
are, of course, bound by the provisions of the Companies Act and the
Stock Exchange Listing Requirements, the details of which are available
from the Group General Counsel and Company Secretary. If at any point
you are uncertain as to the interpretation of such provisions you must
seek the advice of the Group Chief Executive. |
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| 12. |
INTERESTS IN OTHER
BUSINESSES |
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| 12.1 |
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 public office
nor will you hold any directorship nor will you be engaged or interested
(except as the holder for passive investment purposes of any 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. |
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| 12.2 |
You shall comply where relevant
with every rule of law, every regulation of The Stock Exchange and every
regulation
of the Company from time to time in force including compliance with the
spirit as well as the letter of the rules for the time being applicable
to the relevant stock exchanges on which shares of the Company are for
the time being listed or traded. In relation to overseas dealings, you
will also comply with all laws of the state and all regulations of the
stock exchange, market or dealing system in which such dealings take
place; and you will not (and will procure so far as you are able that
your spouse and children do not) deal or become or cease to be interested
(within the meaning of Part 1 of Schedule XIII to the Companies Act 1985)
in any securities of the Company except in accordance with any rules
or guidelines from time to time relating to securities transactions by
senior executives of
the Company. |
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| 13. |
CONFIDENTIALITY |
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| 13.1 |
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) directly or indirectly:– |
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(a) |
use for your own benefit or the benefit
of any other person; or |
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(b) |
disclose to any person, |
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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
("Confidential Information"). |
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| 13.2 |
The restriction in this Clause will
not prevent you after the Date of Termination, from using for your own
or another's benefit, any Confidential Information which:- |
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(a) |
by virtue of your employment, becomes
part of your own skill and knowledge; and |
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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 Xxx 0000. |
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| 13.3 |
During your employment, you
will not:– |
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(a) |
directly or indirectly solicit, receive
or obtain any discount, rebate, commission or other inducement (whether
in cash or in kind) which is not authorised by regulations or guidelines
from time to time governing dealings by executives on behalf of the Company,
or, if you do, you will account immediately to the Company for
the amount so received; |
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(b) |
except in the proper course of your duties
under this Agreement remove from Company premises or copy or allow others
to copy (or transmit by fax, e-mail or other means) the contents of any
document, computer disk, tape or other tangible item which contains any
Confidential Information
or which belongs to the Company; or |
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at any time make any untrue or misleading
statement
relating to the Company, or any of its Subsidiaries or Associates. |
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PROTECTION OF
INTERESTS OF COMPANY |
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| 14.1 |
During the period
of 12 months after the Date of Termination, you will not directly or
indirectly offer employment to or solicit or entice away or endeavour
to entice away from the Company, or any of its Subsidiaries or Associates,
any person who is and was, at any time during the period of two years
prior to the Date of Termination, employed or engaged by the Company
or any of its Subsidiaries or Associates in a senior management, senior
technical or senior sales position and who, by reason of such position,
possesses any Confidential Information or is likely to be able to solicit
the custom of any customer of the Company, or its Subsidiaries
or Associates. |
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| 14.2 |
After the Date
of Termination 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. |
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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 Equal Pay Xxx 0000, the Sex Discrimination Xxx 0000,
the Race Relations Xxx 0000, the Trade Union and Labour Relations (Consolidation)
Xxx 0000, the Disability Discrimination Xxx
0000 or otherwise. |
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| 14.4 |
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. |
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| 14.5 |
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, firm
or company. |
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| 15. |
TERMINATION |
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| 15.1 |
At any time after notice to
terminate your employment has been served or received by the Company,
the Company may:– |
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(a) |
require you to return to the Company any
documents, computer disks and tapes and other tangible items in your
possession or under your control which belong to the Company or which
contain or refer to any Confidential
Information; and/or |
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require you to delete all Confidential
Information from any computer disks, tapes or other re-usable material
in your possession or under your control and destroy all other documents
and tangible items in your possession or under your control which contain
or refer to any Confidential Information;
and/or |
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(c) |
for such period as it considers reasonable
ending no later than the expiry of such notice suspend you from the performance
of all or any of your duties under this Agreement; and/or |
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(d) |
appoint a replacement to hold the same
or similar job title as you and/or to carry out all or any of your duties
instead of you; and/or |
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(e) |
for such period as it considers reasonable
ending not later than the expiry of such notice exclude you from all
or any premises
of the Company or its Subsidiaries or Associates; and/or |
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(f) |
for such period as it considers reasonable
ending no later than the expiry of such notice require you not, without
its prior consent, to engage in any contact (whether or not at your own
instance) with any customer, supplier, employee, director, officer or
agent of any company in the Company which touches and concerns any of
the business affairs of the Company. |
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| 15.2 |
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:– |
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(a) |
commit a serious or persistent breach
of any
term of this Contract; |
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(b) |
commit any act of dishonesty or engage
in any conduct (in either case whether or not in the course of your employment)
which, in the opinion of the Company, causes or is likely to cause your
continued employment to be detrimental to the interests or reputation
of the Company, or any of its
Subsidiaries or Associates; |
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(c) |
become bankrupt or compound with your
creditors; or |
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(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). |
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| 15.3 |
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, notwithstanding Clause 10.2 or your entitlement at
that time to sick pay or benefits under the Company's permanent health
insurance scheme, 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. |
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| 15.4 |
When requested to do so during
the currency of any notice to terminate your employment given or received
by you and, in any
event, on the Date of Termination you will promptly:– |
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resign (if you have not already done so)
from all offices held by you in the Company and its Subsidiaries and
Associates; |
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(b) |
deliver up (if you have not already done
so) 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; |
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(c) |
confirm in writing that you no longer
have in your possession, custody or power any property of or relating
to the business of the Company and that you have not retained or made
any unauthorised copy (whether in documentary or electronic form) of
any data which contains or refers to any
Confidential information; and |
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(d) |
deliver up to the Company forthwith any
car provided under this Contract; and you hereby irrevocably authorise
the Company to appoint someone as your attorney to act 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 within 7 days of your being so requested or of the Termination
Date (as the case may be). |
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| 15.5 |
On serving or
receiving notice to terminate this Contract or at any time thereafter
during the currency of such notice the Company reserves the right in
its absolute
discretion to pay to you your salary (at the rate then payable under
Clause 3.1 hereof) in lieu of your entitlement to notice. |
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| 15.6 |
Any termination
of your employment will be without prejudice to your continuing obligations
under this Agreement. |
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| 16.1 |
WAIVER OF RIGHTS |
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| 16.1 |
If:– |
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(a) |
your employment is terminated:– |
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by reason of the liquidation of the Company
for the purpose of amalgamation or reconstruction; or |
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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 |
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(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; |
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you will have no claim against the Company
under this Contract in respect of that termination. |
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| 17. |
DISCIPLINE AND GRIEVANCES |
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| 17.1 |
As a Director of the Company, you are
expected to conduct yourself in a thoroughly professional manner at all
times. 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 but
which do not form part of your terms and conditions of employment, can
be obtained from Group Human Resources. |
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| 18. |
INVENTIONS |
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| 18.1 |
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:– |
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(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 |
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(b) |
you will immediately disclose it to
the Company
in writing. |
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| 18.2 |
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:– |
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(a) |
apply, or join with the
Company, or any of its
Subsidiaries or Associates in applying for letters
patent or other protection in any part of the world for any invention, process,
development or design to which Clause 18.1 above applies; |
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(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 |
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(c) |
assist in defending any proceedings
relating to, or to any application for, such letters patent or other
protection. |
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| 18.3 |
In relation to each and every copyright
work or design which relates either directly or indirectly to the business
of the
Company, or any of its Subsidiaries or Associates (a “Group Work”) which you
(jointly or alone) originate, conceive, write or make at any time during the
period of your employment:– |
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(a) |
you will promptly disclose such Group
Work to the Company. Group Works made wholly outside your normal working
hours which are wholly unconnected with your employment are not Group
Works; |
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(b) |
you hereby assign to the Company by
way of future assignment all copyright, design right and other proprietary
rights (if any)
throughout the world in such Group Work; |
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(c) |
you hereby irrevocably and
unconditionally waive in favour of the Company any and all moral rights
conferred on
you by Part 1 of the Copyright Designs and Patents Xxx 0000 in relation
to any such Group Works; |
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(c) |
you acknowledge that, for the purposes
of the proviso to Section 2(1) of the Registered Designs Xxx 0000 (as
amended by the Copyright Designs and Patents Act 1988), the covenants
on the part of you and the Company will be treated as good consideration
and, for the purposes of that Act, the Company will be the proprietor
of any design which forms part of the Group Works. |
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| 19. |
INTERPRETATION |
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In this Contract:– |
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| 19.1 |
“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; |
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| 19.2 |
“Date of Termination” means the date upon
which your employment under this Agreement terminates or, where so notified
by the Company, the date with effect from which the Company exercises
its right to suspend you under Clause 15.1(c); |
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| 19.3 |
“Holiday Year” means each 12 month period
commencing 1st February and ending 31st January; |
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| 19.4 |
“Subsidiary” has the meaning attributed
to it by Section 736 of the Companies Xxx 0000 and “equity share capital" has
the meaning attributed to it by Section 744 of the Companies Xxx 0000; |
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| 19.5 |
unless otherwise stated and except in
Clause
20 below, a reference to “your employment” is to your employment by the Companies
under this Contract; |
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| 19.6 |
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; |
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| 19.7 |
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. |
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| 20. |
ENTIRE CONTRACT CONTINUITY AND CONDITIONALITY |
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| 20.1 |
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. |
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| 21. |
NOTICES |
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| 21.1 |
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. |
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| 22. |
JURISDICTION |
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| 22.1 |
This Contract shall be governed by and
interpreted in accordance with the laws of England and Wales and each
of the parties submits to the jurisdiction of the English and Welsh courts
as regards any claim or matter arising under this Contract or as a direct
result of your employment by the Company. |
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Signed for and on behalf of
The National Grid Group plc and The National Grid Company plc
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| Signed |
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| Date |
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6.3.01 |
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I accept employment with the National Grid
Group plc and The National Grid Company plc on the terms and conditions contained
in this Service Agreement.
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| Signed |
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| Date |
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13.3.01 |
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SCHEDULE 1
THE NATIONAL GRID GROUP plc and THE NATIONAL GRID
COMPANY plc
SUMMARY OF ENHANCED PENSION AND LIFE ASSURANCE
ARRANGEMENTS
Xxxxxx Xxxxxxxx
This summary, which should be read in conjunction with the National Grid Company plc ("the Company") section of the ESPS booklet, notifies you of your entitlement to additional benefits to those provided by the ESPS. The additions are as follows:
| 1. |
Your Normal Pension Age is age 60. |
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| 2. |
Your pension will accrue at
a rate of 1/30th of your Pensionable Salary for
each year of Pensionable Service from 30th March 2001 (complete days will
count) or such higher amount as may be advised by the Actuary to the Scheme,
subject to pension payable, including any retained benefits, not exceeding
Inland Revenue limits (but see 12 below). You will be able to exchange
part of your pension for a tax free lump sum up to the maximum permitted
by the Inland Revenue. |
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| 3. |
You may retire early and opt
for payment of an immediate pension, subject to the consent of the Companies,
at any time after age 55 in which case you will be entitled to an immediate
pension calculated on your Pensionable Service and your Pensionable Salary
at the date of termination. |
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| 4. |
Should your employment be
terminated as a result of redundancy, and the termination is with the consent
of the Companies, you
will be entitled to the greater of: |
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(a) |
the severance terms of The
National Grid Group, as amended from time to time, which currently include
payment of a pension under standard ESPS terms only, (ie not a pension
based on the enhanced accrual rate set out in this summary) at age 50,
or immediately if aged over 50, or; |
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(b) |
a deferred pension (and lump sum) payable
at your request from age 50, or such later date as you may choose but
no later than 60. The pension (and lump sum) will be calculated on your
Pensionable Service and your Pensionable Salary at the date of termination.
Should such a termination. occur after your 50th birthday you will be
entitled to an immediate pension (and lump sum) calculated on your Pensionable
Service and your Pensionable Salary
at the date of termination. |
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| 5. |
In the event that it is
agreed with the Companies that you should continue in service beyond
age 60, there will be an appropriate adjustment to your benefits. The
exact terms of the adjustment will be determined by the Companies and
notified to you, upon advice received from the Actuary, when you reach
age 60. |
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| 6. |
On death in service before
the Normal Pension Age a lump sum is available for your beneficiaries
equal to four times your annual rate of basic salary at death, plus the
total amount of contributions with interest paid by you into the National
Grid Company plc Section of the ESPS. |
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| 7. |
The pension payable to a
spouse on death in service before Normal Pension Age is calculated as
2/3 of the pension you would have received at Normal Pension Age based
on your Pensionable Salary at death. |
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| 8. |
The pension payable to a
spouse on death after retirement is calculated as 2/3 of your pension.
The calculation will assume you chose to exchange no pension for cash
at retirement and will be increased at the same rate as your pension
has increased between retirement and death. |
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| 9. |
In the event of a transfer
in of accrued pension benefits from another pension provider, any Back
Service Credit will be calculated
on standard ESPS benefits. |
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| 10. |
Your contributions will
be normally be 6% of your Salary. However, this may be reduced from time
to time based on actuarial advice. In this respect, you will benefit
from a reduction in your contribution to 3% of your salary until March
2002 or such later time as notified. |
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| 11. |
In this schedule "Salary" means
the annual amount of salary payable by the Companies as stipulated in
your Agreement as increased from time to time but excluding any bonus,
allowance or emoluments in kind appertaining to your employment, unless
otherwise determined by the Companies. |
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"Pensionable Salary" means
the greater of |
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(a) |
the Salary paid or payable in the highest
paid year in the, last five years of Pensionable Service, or if Pensionable
Service is for a shorter period than five years in respect of such shorter
period, or; |
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(b) |
the average annual Salary paid in the
three highest paid consecutive years in the last ten of Pensionable Service,
or if your Pensionable Service is for a shorter period, in respect of
such shorter period. |
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Where a year other than the
last one is used, such Salary to be increased in line with RPI. |
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"Pensionable Service" means
service whilst a contributing member of the ESPS. It is calculated in
complete years but with each day completed in excess of a complete year
calculated as 1/365 of a year and may include a Back Service Credit or
Added year. |
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| 11. |
You should note that the
Inland Revenue have
placed a restriction (the "earnings cap") on the amount of pay on which benefits
may be calculated in an approved arrangement (£91,800 for the 2000/2001
Tax Year). Your pension at Normal Pension Age will be augmented under the National
Grid Company plc Section of the ESPS, if necessary, up to the maximum allowable.
If your full pension promise cannot be met from the National Grid Company plc
Section of the ESPS, you will be provided with additional benefits of appropriate
value under a separate agreement. With the exception of the earnings cap restriction,
all other limits imposed by the Inland Revenue on approved arrangements will
apply to the benefits referred to in this summary. |
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| 13. |
In all other respects the
provisions of ESPS
will apply to you. |
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