1
INDEX
TO CLAUSES
|
CLAUSE NO
|
TITLE
|
PAGE NO
|
|
1.
|
Appointment and Term
|
3
|
|
2.
|
Duties
|
3
|
|
3.
|
Salary
|
4
|
|
4.
|
Pension
|
5
|
|
5.
|
Insurance Benefits
|
5
|
|
6.
|
Professional Fees
|
5
|
|
7.
|
Car
|
5
|
|
8.
|
Expenses
|
6
|
|
9.
|
Holidays
|
6
|
|
10.
|
Sickness and Injury
|
6
|
|
11.
|
Code of Corporate
Governance
|
7
|
|
12.
|
Interests in other
Businesses
|
7
|
|
13.
|
Confidentiality
|
8
|
|
14.
|
Protection of Interests
of Company
|
9
|
|
15.
|
Termination
|
10
|
|
16.
|
Waiver of Rights
|
12
|
|
17.
|
Discipline and Grievances
|
12
|
|
18.
|
Inventions
|
12
|
|
19.
|
Interpretation
|
13
|
|
20.
|
Entire Contract Continuity
and Conditionality
|
14
|
|
21.
|
Notices
|
14
|
|
22.
|
Jurisdiction
|
15
|
2
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 ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and National ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ respectively (the “Companies”)
and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
| 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. |
| 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:- |
| |
|
(a)
|
|
by the Companies
in accordance with Clause 15; |
| |
|
(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); |
| |
|
(c)
|
|
by you giving
the Companies not less than twelve months’ notice. |
| 1.3 |
|
In accordance
with the Company’s Articles of Association, your appointment is subject
to ratification by shareholders in General Meeting. |
| 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 and any of its subsidiaries; |
| |
|
(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; |
3
| |
|
(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 |
| |
|
(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. |
| 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.
|
| 2.3 |
|
You will
be based at National Grid House, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, but
you will also be provided with an office in the Group Headquarters at ▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇. |
| 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. |
| 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). |
| 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. |
| 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. |
| 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. |
4
| 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 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. |
| 4.3 |
|
As a member
of the ESPS a Contracting-out certificate is in force in respect of your
employment |
| 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. |
| 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. |
| 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. |
| 6.1 |
|
The Company
will reimburse you in full for subscriptions for any professional memberships
which, in its opinion, are relevant to your employment. |
| 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. |
5
| 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. |
| 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. |
| 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.
|
| 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
doctor who shall report to the Group Chief Executive as appropriate. |
6
| 10.2 |
|
You will,
subject to compliance with sub-clause 10.1 above and to Clause 15 below,
be entitled to:- |
| |
|
(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; |
| |
|
(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; |
| |
but you
will not be entitled to any payment of salary or maintenance of benefits
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 Clause 10.2 will go towards discharging its liability to pay statutory
sick pay. |
| 11. |
|
CODE
OF CORPORATE GOVERNANCE |
| 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. |
| 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. |
| 12. |
|
INTERESTS
IN OTHER BUSINESSES |
| 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. |
7
| 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. |
| 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:- |
| |
|
(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 (“Confidential Information”). |
| 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:- |
| |
|
(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 ▇▇▇ ▇▇▇▇. |
| 13.3 |
|
During your
employment, you will not:- |
| |
|
(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; |
8
| |
|
(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 |
| |
|
(c)
|
|
at any time
make any untrue or misleading statement relating to the Company, or any
of its Subsidiaries or Associates. |
| 14. |
|
PROTECTION
OF INTERESTS OF COMPANY |
| 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. |
| 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. |
| 14.3 |
|
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 Equal Pay ▇▇▇ ▇▇▇▇, the Sex Discrimination ▇▇▇ ▇▇▇▇, the
Race Relations ▇▇▇ ▇▇▇▇, the Trade Union and Labour Relations (Consolidation)
▇▇▇ ▇▇▇▇, the Disability Discrimination ▇▇▇ ▇▇▇▇ or otherwise. |
| 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. |
| 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. |
9
| 15.1 |
|
At any time
after notice to terminate your employment has been served or received by
the Company, the Company may:- |
| |
|
(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 |
| |
|
(b)
|
|
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 |
| |
|
(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 |
| |
|
(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 |
| |
|
(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 |
| |
|
(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. |
| 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:- |
| |
|
(a)
|
|
commit a
serious or persistent breach of any term of this Contract; |
| |
|
(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; |
10
| |
|
(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). |
| 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. |
| 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:- |
| (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
(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; |
| (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 |
| (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). |
| 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. |
| 15.6 |
|
Any termination
of your employment will be without prejudice to your continuing obligations
under this Agreement. |
11
| |
|
(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. |
| 17. |
|
DISCIPLINE
AND GRIEVANCES |
| 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. |
| 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:- |
| |
|
(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. |
12
| 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:- |
| |
|
(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;
|
| |
|
(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 or other protection. |
| 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:-
|
| |
|
(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; |
| |
|
(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; |
| |
|
(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
▇▇▇ ▇▇▇▇ in relation to any such Group Works; |
| |
|
(d)
|
|
you acknowledge
that, for the purposes of the proviso to Section 2(1) of the Registered
Designs ▇▇▇ ▇▇▇▇ (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. |
| 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; |
13
| 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); |
| 19.3 |
|
“Holiday
Year” means each 12 month period commencing 1st February and ending
31st January; |
| 19.4 |
|
“Subsidiary”
has the meaning attributed to it by Section 736 of the Companies ▇▇▇ ▇▇▇▇
and “equity share capital” has the meaning attributed to it by
Section 744 of the Companies ▇▇▇ ▇▇▇▇; |
| 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; |
| 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; |
| 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. |
| 20. |
|
ENTIRE
CONTRACT CONTINUITY AND CONDITIONALITY |
| 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. |
| 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. |
14
| 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. |
Signed for and on behalf
of
The National Grid Group plc and The National Grid Company plc
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.
15
SCHEDULE 1
SUMMARY OF ENHANCED
PENSION AND LIFE ASSURANCE
ARRANGEMENTS
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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. |
| 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. |
| 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. |
| 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: |
| |
(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; |
1
| |
(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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| 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. |
| |
“Pensionable
Salary” means the greater of |
| |
(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; |
2
| |
(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. |
| |
Where
a year other than the last one is used, such Salary to be increased in line
with RPI. |
| |
“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. |
| 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. |
| 13.
|
In
all other respects the provisions of ESPS will apply to you. |
3
