Exhibit 4.(c).3
BG GROUP PLC
and
XXXXXX XXXXXXX
CONTRACT OF EMPLOYMENT FOR
CHIEF FINANCIAL OFFICER
BG GROUP PLC
CONTRACT OF EMPLOYMENT FOR CHIEF
FINANCIAL OFFER
To: Xxxxxx Xxxxxxx
There are set out below the terms
of the Contract of Employment between BG Group plc, 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. |
| |
|
| (b) |
“Board” means the Board of Directors
of the company or any sub-committee thereof. |
| |
|
| (c) |
“subsidiary” has the meaning
given in Section 736 of the Companies Xxx 0000. |
| |
|
| 1. |
Job |
| |
|
| |
You will be employed by the
Company as Chief Financial Officer. |
| |
|
| 2. |
Term of Employment |
| |
|
| 2.1 |
The commencement of this Contract
and your appointment as Chief Financial Officer is effective on 1 August
2002. |
| 2.2 |
Your continuous employment began
on the 6 April 1993, and, subject to Clause 7 and this Clause 2, 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, subject to Clause 2.3. |
| |
|
| 2.3 |
In the event of a “change
of control” (as hereinafter defined) prior to 1 January 2003 the Notice
Period in respect of notice to be given by either party in writing within
twelve months of the “change of control” taking effect shall
be twenty four months. In the event of a “change of control”
on or after 1 January 2003 the Notice Period in respect of notice to be
given by either party in writing on or after that date shall be twelve months. |
| |
|
| 2.4 |
If there is a “change
of control” (as hereinafter defined) prior to 1 January 2003 and this
Contract is terminated by the Company within twelve months of the “change
of control” taking effect (including termination as a result of 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 two years’ annual gross salary
at the rate current on the date of termination and credit you with two years’
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. |
| |
|
| 2.5 |
If there is a “change
of control” (as hereinafter defined) on or after 1 January 2003 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. |
| |
|
| 2.6 |
Any payments made under Clause
2.4 or Clause 2.5 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. |
| |
|
| 2.7 |
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. |
| |
|
| 2.8 |
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. |
| |
|
| 2.9 |
During any period of suspension
you may not, without the Company’s consent: |
| |
|
|
| |
(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 |
| |
|
|
| |
(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 orassociated
company. |
| |
For
the avoidance of doubt it is agreed that the provisions of Clause 3.3 shall
apply during any period of suspension. |
| |
|
| 2.10 |
the purposes of this Contract,
a “change of control” shall occur if |
| |
|
|
| |
2.10.1 |
the Company becomes a subsidiary of another company; |
| |
|
|
| |
2.10.2 |
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); |
| |
2.10.3 |
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); |
| |
|
|
| |
2.10.4 |
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); |
| |
|
|
| |
2.10.5 |
the whole of the issued share capital of
BG Energy Holdings Limited or a substantial part of the undertaking of that
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 2.10.1 to 2.10.5 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. |
| |
|
|
| 3. |
Main Duties and
Outside Interests |
| |
|
| 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 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. |
| |
|
| 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. |
| |
|
| 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 Board. 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 Board with details of such holdings. |
| |
|
| 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. |
| |
|
| 4. |
Pay and
Benefits |
| |
|
| 4.1 |
With effect from the 1 August
2002 you will be paid salary at the rate of £300,000 per annum, 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 Board. The first such review
will be in April 2003. Nothing in this Contract will prevent the Board,
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. |
| |
|
| 4.3 |
At the discretion of the Board,
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. |
| |
|
| 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. |
| |
|
| 4.5 |
The Company will provide you
with a fully expensed car under the terms and conditions agreed by the Board.
Alternatively, you may choose to opt out of the car scheme and will receive
instead a cash in lieu allowance as determined by the Board. |
| |
|
| 4.6 |
You will be covered by arrangements
provided by the Company on terms agreed by the Board, covering accident
and life insurance, private medical insurance and long-term disability. |
| 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. |
| |
|
| 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. |
| |
|
| 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 Board as it may from time
to time require. |
| |
|
| 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 |
| |
|
| 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. |
| |
|
| 6 |
Your Other
Obligations during and after the Employment |
| |
|
| 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 Board. 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. |
| 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. |
| |
|
| 6.4 |
For six months after the termination
of this employment you will not, without the prior consent of the Board
in writing: |
| |
|
|
|
| |
6.4.1 |
directly
or indirectly carry on or be engaged or interested in any business which
competes with any business carried out on the date of that termination by
the Company or any subsidiary or associated company (but this prohibition
will not extend to the holding for investment of any shares in a company
which is listed on a recognised stock exchange); |
| |
|
| |
6.4.2 |
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. |
| |
|
| |
6.4.3 |
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. |
| |
|
| 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. |
| |
|
| 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. |
| 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. |
| |
|
| 7. |
Termination Provisions |
| |
|
| 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). |
| |
|
| 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. |
| |
|
| 7.3 |
Each party has the right to
terminate your employment at or after your sixtieth birthday by not less
than three months’ notice in writing. |
| |
|
| 7.4 |
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. |
| |
|
| 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: |
| |
|
| |
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 |
| |
|
| |
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. |
| 8. |
Data Protection
Act 1998 |
| |
|
| |
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; |
| |
|
|
| |
• |
administering and maintaining
personnel records; |
| |
|
|
| |
• |
paying and reviewing salary and other remuneration
and benefits; |
| |
|
|
| |
• |
providing and administering benefits (including,
if relevant, pension, life insurance, permanent health insurance, medical
and accident insurance); |
| |
|
|
| |
• |
undertaking performance appraisals and reviews; |
| |
|
|
| |
• |
maintaining sickness and other absence records; |
| |
|
|
| |
• |
taking decisions as to your fitness for work; |
| |
|
|
| |
• |
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; |
| |
|
|
| |
• |
providing information to future purchasers
of the Company or of the business in which you work; and |
| |
|
|
| |
• |
transferring information concerning you to
a country or territory outside the European Economic Area. |
| |
|
| 9. |
Other |
| |
|
| 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. |
| |
|
| 9.2 |
From the 1 August 2002 all other
agreements (save for the attached schedule) between you and the Company
or any subsidiary or associated company will be cancelled. |
| |
|
| 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 Chairman of Company, who will either propose a solution or refer
the matter to the Board of Directors of the Company, or any appropriate
Committee of the Board. 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). |
| 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. |
| |
|
| 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
| Acting by |
|
| |
|
| Director |
/s/ Xxxxxxx Xxxxxxxxx |
| |
|
| Director/Secretary |
/s/ Xxxx Xxxxxx |
| |
/s/ Xxxxxx Xxxxxxx |
EXECUTED as a DEED
| in the presence of |
/s/ Xxxxx Xxxxx |
| |
|
| Name |
|
