DIRECTORS' SERVICE CONTRACTS
D C Allen
E J P Browne
R F Chase
B E Grote
A B Hayward
J A Manzoni
R L Olver
DATED JANUARY 2003
BP p.l.c.
and
David Christopher Allen
------------------------
SERVICE AGREEMENT
------------------------
ALLEN & OVERY
Page 1
THIS AGREEMENT is made on January 2003
BETWEEN:
(1) BP p.l.c. (registered number 102498) whose registered office is at 1 St
James's Square, London SW1Y 4PD (the "Company"); and
(2) David Christopher Allen c/o BP p.l.c., 1 St James's Square, London SW1Y 4PD
(the "Executive")
IT IS AGREED as follows:
1. Employment
The Company shall continue to employ the Executive and the Executive shall
assume the position of a Senior Executive of the Company on the terms set
out in this agreement (the "Employment"). The Employment in this position
shall take effect from 1 February 2003.
2. Salary
(1) The Company shall pay to the Executive a salary at the rate
of(pound)400,000 per annum.
(2) The Executive's salary shall be reviewed at the discretion of the
Remuneration Committee.
(3) The Executive's salary shall accrue from day to day and be payable by equal
instalments in arrears on the last day of every month.
3. Pensions
The Executive is entitled to continue to be a member of The BP Pension
Scheme (the "Pension Scheme") subject to its terms. The Executive is
entitled to benefits under the Pension Scheme in accordance with the
separate arrangements made between the Company and the trustees of the
Pension Scheme for the benefit of the Executive and as notified to him from
time to time by the Company.
4. Termination of Employment
(1) The Company or the Executive may terminate the Employment by giving to the
other party at least 12 months' notice in writing expiring at any time.
(2) The Employment will automatically terminate (if not already terminated) on
the day before the Executive's 60th birthday.
(3) The Company may at any time terminate the Employment with immediate effect
by giving notice in writing to the Executive on terms that the Company
shall pay to the Executive, in lieu of the remainder of the term of the
Employment or, as the case may be, notice under subclause (1) above, an
amount equal to 12 months' salary or the amount of salary that would have
been paid to the Executive if the Employment terminated on the expiry of
the remainder of any notice given under subclause (1) above as the case may
be provided that the Executive's entitlement to the payment shall be
conditional on him agreeing to comply with his obligations to the Company
following the termination of the Employment (which include, but without
limiting the generality of the foregoing his obligations not to use or
disclose the Company's or the Group's confidential information under the
General Terms and Conditions of Employment).
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(4) The Company may in circumstances where the Remuneration Committee
reasonably deems it to be in the Company's best interests elect that in
place of a lump sum payment in lieu of notice under sub-clause (3) above
the Company will pay the Executive in lieu of notice in a series of staged
payments at the time or times that the Executive would have been paid had
he been employed during the period of notice or remainder of such period
given under sub-clause (1) above.
(5) Subclause (1) above does not limit the Company's rights to suspend any of
the Executive's duties and powers under this agreement or the General Terms
and Conditions of Employment. In addition or alternatively, the Company may
during the whole or any part of any period of notice require the Executive
to perform duties (including any modified duties arising from an exercise
by the Company of its rights under the General Terms and Conditions of
Employment) at such locations as the Company may reasonably require.
Throughout any such period of suspension the Executive's salary and other
benefits to which he is entitled under this agreement shall continue to be
paid or provided by the Company.
5. General
(1) Each of the provisions in this agreement shall be enforceable independently
of each of the others and its validity shall not be affected if any of the
others is invalid. If any of the provisions of this agreement is void but
would be valid if some part of the clause were deleted, the clause in
question shall apply with such modification as may be necessary to make it
valid.
(2) The General Terms and Conditions of Employment (a copy of which are
attached to this agreement) as amended by the Remuneration Committee from
time to time shall form part of the Executive's terms and conditions of
employment and the definitions and other provisions contained in the
interpretation clause in the General Terms and Conditions of Employment
shall apply to this agreement.
(3) The terms set out in the Schedule in accordance with the requirements of
the Employment Rights Act 1996 form part of this agreement.
(4) As from the effective date of the Employment all other agreements or
arrangements between the Executive and any Group Company relating to the
employment of the Executive shall cease to have effect.
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(5) This agreement shall be governed by and construed in accordance with
English law.
AS WITNESS the hands of the Executive and of a duly authorised representative of
the Company on the date which appears first on page 1.
SIGNED by JOHN BROWNE )
on behalf of BP p.l.c. )
in the presence of: )
SIGNED by )
DAVID C ALLEN )
in the presence of: )
Page 4
THE SCHEDULE
The following constitutes the statement of the particulars of the Executive's
employment issued pursuant to the Employment Rights Act 1996. The particulars
are those which apply on the date of this agreement:
Name of employer - the Company as defined on page 1 above.
Name of employee - the Executive as defined on page 1 above.
Date of commencement of employment - see clause 1.
Date of commencement of continuous period of employment - 30 October 1978.
Scale or rate of remuneration or method of calculating remuneration - see
clause 2.
Intervals at which remuneration is paid - monthly - see clause 2.
Hours of work - there are no fixed hours of work - see also the General
Terms and Conditions of Employment.
Holidays (including public holidays) and holiday pay - the Executive shall
be entitled to 28 Working Days' holiday with pay in every calendar year. In
addition see the General Terms and Conditions of Employment.
Sickness or injury and sick pay - see the General Terms and Conditions of
Employment.
Pension - see clause 3. A contracting out certificate within the meaning of
Part III of the Pension Schemes Act 1993 is in force.
Notice - see clause 4.
Job title - Senior Executive.
Place of work - the duties of the Employment relate primarily to the United
Kingdom. The Executive shall be based at the Group's Headquarters, which
for the time being are at the employer's address as stated on page 1 above.
Collective agreements - the Company is not a party to any collective
agreement which affects the Executive's employment.
Working overseas - the Executive is not under any obligation to work
overseas for periods exceeding one month and accordingly there are no
particulars to be entered in this regard.
Discipline and grievance procedure - the Executive is subject to the Company's
Senior Executive discipline and grievance procedure.
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------------------------------------
GENERAL TERMS AND CONDITIONS
OF EMPLOYMENT
ON EXECUTIVE APPOINTMENTS
------------------------------------
Page 6
GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS
1. Interpretation
(1) In these terms and conditions:
"Employment" means the employment of the Executive by the Company under the
terms of a service agreement between the Executive and the Company;
"Associated Company" means:
(a) a company which is not a Subsidiary of the Company but whose issued
equity share capital (as defined in section 744 of the Companies Act
1985) is owned as to at least 20 per cent. by the Company or one of
its Subsidiaries; and
(b) a Subsidiary of a company within (a) above;
"CEO" means the chief executive officer of the Company and it includes his
delegate or delegates where the chief executive officer has delegated his
authority to manage the Executive or the business of the Group in which the
Executive is performing his duties;
"Group" means the Company and its subsidiaries and Associated Companies for
the time being and "Group Company" means any one of them;
"Recognised Investment Exchange" has the same meaning as in section 207 of
the Financial Services Act 1986;
"Remuneration Committee" means the remuneration committee of the board of
directors of the Company;
"Subsidiary" means a subsidiary within the meaning of section 736 of the
Companies Act 1985; and
"Working Day" means a day other than a Saturday, Sunday or bank or other
public holiday in England (or if the Executive works on a bank or other
public holiday a day's holiday taken in lieu of that holiday).
(2) References in these terms and conditions to a person include a body
corporate and an unincorporated association of persons and references to a
company include any body corporate.
(3) Any reference in these terms and conditions to a statutory provision
includes any statutory modification or re-enactment of it for the time
being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention appears.
(5) The headings in these terms and conditions do not affect their
interpretation.
(6) Where appropriate, references to the Executive include his personal
representatives.
Page 7
2. Duties
(1) The Executive shall use his best endeavours to promote and protect the
interests of the Group and shall not do anything which is harmful to those
interests.
(2) The Executive shall diligently and faithfully perform such duties and
exercise such powers as may from time to time be assigned to or vested in
him in relation to the conduct and management of the affairs of the Group
by the CEO. The CEO may also suspend all or any of the Executive's duties
and powers for such periods and on such terms as he considers expedient
(including a term that the Executive shall not attend at the Company's
premises).
(3) The Executive shall give to the CEO such information regarding the affairs
of the Group as he shall require and shall comply with all proper
instructions of the CEO.
(4) The Executive shall have the power and the authority to act in accordance
with the instructions of and within the limits prescribed by the CEO.
(5) The Executive shall comply with all codes of conduct from time to time
adopted by the Company or notified to him and with all applicable rules and
regulations of the London Stock Exchange including (without limitation) the
model code on directors' dealings in securities.
(6) The Executive shall (unless prevented by ill-health or accident or
otherwise directed by the CEO) devote the whole of his time during normal
business hours to the duties of the Employment and such additional time as
is necessary for the proper fulfilment of those duties.
(7) The Executive's salary shall be inclusive of any fees receivable by him as
a director of any Group Company and if the Executive receives any such fees
in addition to his salary he shall pay them to the Company.
(8) The Executive shall not accept any appointment to any office in relation to
any body, whether corporate or not, (other than a Group Company) or
directly or indirectly be interested in any manner in any other business
except:
(a) as holder or beneficial owner (for investment purposes only) of any
class of securities in a company if those securities are listed or
dealt in on a Recognised Investment Exchange and if the Executive
(together with his spouse, children, parents and parents' issue)
neither holds nor is beneficially interested in more than five per
cent. of the securities of that class; or
(b) with the consent in writing of the CEO which may be given subject to
any terms or conditions which the Chairman may require.
3. PLACE OF WORK of THE Executive
The duties of the Employment shall relate primarily to the United Kingdom
at such places as the CEO may from time to time require but shall extend to
travel abroad when required by the CEO.
Page 8
4. INCENTIVES
The Executive agrees that his participation in any bonus or incentive
arrangements shall be at the Remuneration Committee's sole discretion; that
he is subject to the procedures as notified to him from time to time for
setting and assessing any bonus or incentive payments under any scheme in
which he participates; and that he is subject to the procedures for making
any payments that may be due to him under the terms of any bonus or
incentive scheme in which he participates.
5. Travelling expenses
The Company shall reimburse the Executive (on production of such evidence
as it may reasonably require) the amount of all travelling and other
expenses properly and reasonably incurred by him in the discharge of his
duties.
6. Car
(1) The Company shall provide the Executive with a car appropriate to his
status for his use in the performance of his duties and, subject to any
restrictions or conditions from time to time imposed by the Company, the
Executive may use the car for his private purposes.
(2) The Company shall pay all normal servicing, insurance and running expenses
in relation to the car and all fuel expenses incurred by the Executive in
the performance of his duties.
(3) The Executive shall take good care of the car and shall observe the terms
and conditions of the insurance policy relating to it and the terms of the
Company's car policy from time to time.
7. Pensions
The Executive is entitled to become or as the case may be remain a member
of the BP Pension Scheme (the "Pension Scheme") subject to its terms. The
full terms are set out in the trust deeds and rules governing the Pension
Scheme; copies of those documents are available to the Executive on
request. The Company shall deduct from the Executive's salary any
contributions payable by him from time to time to the Pension Scheme or any
other pension scheme of the Group of which he becomes a member.
8. Medical and sickness
(1) The Company may from time to time require the Executive to be examined by a
medical adviser nominated by the Company and the Executive consents to the
medical adviser disclosing the results of the examination to the Company's
medical adviser and shall provide the Company with such formal consents as
may be necessary for this purpose.
(2) The Executive shall be paid in full during any period of absence from work
due to sickness or injury of 120 Working Days and at the rate of half of
his salary for a further period of 120 Working Days subject to the
provisions of clause 13 and to the production of satisfactory evidence from
a registered medical practitioner in respect of any period of absence in
excess of five consecutive Working Days. The periods during which the
Executive receives payment may be extended by the CEO in his discretion
following consultation with the Company's medical adviser. The Executive's
salary during any period of absence due to sickness or injury shall be
inclusive of any statutory sick pay to which he is entitled and the Company
may deduct from his salary the amount of any social security benefits he
may be entitled to receive.
Page 9
(3) If the Executive is incapable of performing his duties by reason of injury
sustained wholly or partly as a result of negligence, nuisance or breach of
any statutory duty on the part of a third party and the Executive recovers
any amount by way of compensation for loss of earnings from that third
party, he shall pay to the Company a sum equal to the amount recovered or,
if less, the amount paid to him by the Company under subclause (2) above in
respect of the relevant period of absence as a result of that injury.
9. Holidays
(1) The Executive shall take his holiday entitlement at times agreed with the
CEO.
(2) Any entitlement to holiday remaining at the end of any calendar year may be
carried forward to the next calendar year but no further. The entitlement
to holiday (and on termination of employment to holiday pay in lieu of
holiday) accrues pro rata throughout each calendar year (disregarding
fractions of days).
10. Confidential information
(1) The Executive shall not make use of or divulge to any person, and shall use
his best endeavours to prevent the use, publication or disclosure of, any
information of a confidential or secret nature:
(a) concerning the business of the Company or any Group Company and which
comes to his knowledge during the course of or in connection with his
employment or his holding any office within the Group from any source
within the Company or any Group Company: or
(b) concerning the business of any person having dealings with the Company
or any Group Company and which is obtained directly or indirectly in
circumstances in which the Company or any Group Company is subject to
a duty of confidentiality in relation to that information.
(2) This clause shall not apply to information which is:
(a) used or disclosed in the proper performance of the Executive's duties
or with the prior written consent of the Company; or
(b) ordered to be disclosed by a court of competent jurisdiction or
otherwise required to be disclosed by law.
(3) This clause shall continue to apply after the termination of the Employment
(whether terminated lawfully or not) without limit of time.
(4) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall not
be affected if any of the others is invalid. If any of those restrictions
is void but would be valid if some part of the restriction were deleted,
the restriction in question shall apply with such modification as may be
necessary to make it valid.
Page 10
11. Intellectual property
(1) In this clause "Intellectual Property Right" means a formula, process,
invention, improvement, utility model, trade mark, service mark, business
name, copyright, design right, patent, know-how, trade secret and any other
intellectual property right of any nature whatsoever throughout the world
(whether registered or unregistered and including all applications and
rights to apply for the same) which:
(a) relates to or is useful in connection with the business or any product
or service of a Group Company; and
(b) is invented, developed, created or acquired by the Executive (whether
alone or jointly with any other person) during the period of the
Employment.
(2) Subject to the provisions of the Patents Act 1977, the entire interest of
the Executive in any Intellectual Property Right shall, as between the
Executive and the Company, become the property of the Company as absolute
beneficial owner without any payment to the Executive for it.
(3) The Executive shall promptly communicate in confidence to the Company full
particulars of any Intellectual Property Right (whether or not it is vested
in the Company pursuant to subclause (2) above or otherwise) and the
Executive shall not use, disclose to any person or exploit any Intellectual
Property Right belonging to the Company without the prior written consent
of the Company.
(4) The Executive shall, at the request and expense of the Company, prepare and
execute such instruments and do such other acts and things as may be
necessary or desirable to enable the Company or its nominee to obtain the
protection of any Intellectual Property Right vested in the Company in such
parts of the world as may be specified by the Company or its nominee and to
enable the Company to exploit any Intellectual Property Right vested in the
Company to best advantage.
Page 11
(5) The obligations of the Executive under subclauses (2) to (4) above shall
continue to apply after the termination of the Employment (whether
terminated lawfully or not). Each of those obligations is enforceable
independently of each of the others and its validity shall not be affected
if any of the others is unenforceable to any extent.
12. Termination of Employment
(1) If the Executive:
(a) becomes of unsound mind or is, or may be, suffering from mental
disorder and either:
(i) he is admitted to hospital for treatment under the Mental Health
Act 1983; or
(ii) an order is made by any competent court for his detention or for
the appointment of a receiver, curator bonis or other person to
exercise powers with respect to his property or affairs; or
(b) is unable properly to perform his duties by reason of ill-health,
accident or otherwise for a period of 12 consecutive months; or
(c) fails or neglects efficiently and diligently to discharge his duties
or is guilty of any serious or repeated breach of his obligations
under this agreement (including any consent granted under it); or
(d) is guilty of serious misconduct or any other conduct which affects or
is likely to affect prejudicially the interests of the Company or the
Group or is convicted of an arrestable offence (other than a road
traffic offence for which a non-custodial penalty is imposed); or
(e) becomes bankrupt or makes any arrangement or composition with his
creditors; or
(f) is disqualified from being a director of any company by reason of an
order made by any competent court,
the Company may (whether or not any notice of termination has been given)
by written notice to the Executive terminate the Employment with immediate
effect but a notice under paragraph (b) above may be given by the Company
to the Executive only within 90 days after the end of any period or periods
of disability referred to in that paragraph.
(2) During any period of notice of termination of the Employment (whether or
not such notice has been given by the Company or the Executive) the Company
may require the Executive to take any holiday to which the Executive is
entitled at such time or times as the Company may decide.
(3) If the Executive is appointed as a director or officer of the Company or of
any Group Company and the Executive ceases to be a director or officer of
the Company or of that Group Company (for any reason whatsoever) that shall
not terminate the Employment.
(4) On the termination of the Employment in any way (whether lawfully or
otherwise) the Executive shall immediately:
(a) return the car and its keys to the Company at such place as it shall
nominate for the purpose; and
(b) deliver to the Company's Group Human Resources Department all property
in his possession, custody or under his control belonging to any Group
Company including (but not limited to) business cards, credit and
charge cards, security and computer passes, original and copy
documents or other media on which information is held in his
possession relating to the business or affairs of any Group Company;
and
(c) resign all offices held by him in any Group Company (without prejudice
to the rights of any party arising out of the termination of the
Employment).
(5) The Executive hereby authorises the Company to deduct from any amounts
payable by the Company to the Executive on the termination of the
Employment any sums due to the Company from the Executive.
Page 12
(6) With effect from the date of termination of the Employment, all the rights
and obligations of the parties shall cease except for those which are
expressed to continue after that date and except in relation to any breach
of any provision of these terms and conditions or any other agreement
between the Company and the Executive before that date. Termination of the
Employment shall not prejudice any other rights of the Company.
13. General
These terms and conditions shall be governed by and construed in accordance
with English law.
14. Notices
(1) Any notice or other document to be served under any agreement between the
Company and the Executive may, in the case of the Company, be delivered or
sent by first class post or telex or facsimile process to the Company at
its registered office for the time being and, in the case of the Executive,
may be delivered to him or sent by first class post to his usual or last
known place of residence.
(2) Any such notice or other document shall be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10.00 a.m. on the second Working Day after it was put
into the post; or
(c) if sent by telex or facsimile process, at the expiration of two hours
after the time of despatch, if despatched before 3.00 p.m. on any
Working Day, and in any other case at 10.00 a.m. on the Working Day
following the date of despatch.
(3) In proving such service it shall be sufficient to prove that delivery was
made or that the envelope containing such notice or other document was
properly addressed and posted as a pre-paid first class letter or that the
telex or facsimile message was properly addressed and despatched as the
case may be.
Page 13
DATED November 11, 1993, amended February 7, 2003
THE BRITISH PETROLEUM COMPANY p.l.c.
- and -
EDMUND JOHN PHILIP BROWNE
SERVICE AGREEMENT
Page 14
THIS AGREEMENT is made on November 11, 1993 and amended on February 7, 2003
BETWEEN
(I) THE BRITISH PETROLEUM COMPANY p.l.c. whose registered office is at
Britannic House, 1 Finsbury Circus, London EC2M 7BA (the `Company'); and
(2) EDMUND JOHN PHILIP BROWNE of 21 South Eaton Place London SW1 (the
`Executive')
WHEREBY IT IS AGREED as follows:-
INTERPRETATION
1. In this Agreement (including the Schedule attached):
(A) (i) `associated company' means any company whose equity share capital
(as defined in Section 744 of the Companies Act 1985) is owned
as to twenty per cent (20%) or more but less than fifty per cent
(50%) by the Company;
(ii) `Board of Directors' means the Board of Directors of the Company
as the same may be constituted from time to time or any committee
of the Board of Directors duly appointed by it;
(iii)`Group Company' means the Company or any company which is from
time to time a holding company of the Company or a subsidiary or
associated company of the Company or any such holding company and
the expression `Group Companies' shall be deemed to mean each and
every Group Company;
Page 15
(iv) `holding company' has the meaning given in Section 736 of the
Companies Act 1985;
(v) `subsidiary' has the meaning given in Section 736 of the
Companies Act 1985;
(B) reference to an Act of Parliament shall be deemed to include any
statutory modification or re-enactment whenever made.
THE EMPLOYMENT
2. The Company HEREBY AGREES to employ the Executive and the Executive HEREBY
AGREES to serve as a Managing Director pursuant to Article 80(A) of the
Company's Articles of Association and subject to and in accordance with the
terms of this Agreement.
DURATION OF EMPLOYMENT
3. (A) This Agreement shall be deemed to have commenced on November 1, 1993
(the `Commencement Date') and shall continue, subject as hereinafter
provided, until terminated at any time by either the Company giving
to the Executive not less than twelve (12) months written notice
or the Executive giving the Company not less than twelve (12)(or such
lesser number as the Company and the Executive may agree) months
written notice.
(B) This Agreement shall automatically terminate (if not already
terminated) upon the day immediately before the Executive's sixtieth
(60th) birthday or such other date as the Company and the Executive
may agree in writing.
(C) This Agreement shall further be subject to termination pursuant to
Clause 10 hereof.
DUTIES OF THE EXECUTIVE
4. (A) Except as otherwise approved by the Board of Directors, the Executive
will devote all his time and energies to the business of the Company
and its subsidiaries and such of the associated companies as the Board
of Directors may require.
Page 16
(B) The Executive shall not during the continuance of this Agreement
(except as a representative of the Company or with the consent in
writing of the Board of Directors) (i) become a director of any
corporate body or (ii) be directly or indirectly engaged or concerned
in the conduct of any business, trade, profession or other occupation
(whether as an employee, consultant, agent, director or otherwise)
provided that this restriction (ii) shall not prevent the Executive
from holding or acquiring by way of bona fide investment, investments
whether or not listed or quoted representing not more than five per
cent (5%) of the investments of any class of any one company. If
requested to do so, the Executive shall disclose promptly in writing
to the Board of Directors all his interests in any business other than
that of the Company or any other Group Company.
(C) The Executive shall comply with all rules and regulations from time to
time issued by the Company to its employees and shall obey all
reasonable and lawful directions given to him by or under the
authority of the Board of Directors. The Executive shall use his best
endeavours to promote the interest and reputation of Group Companies.
(D) As and when requested by the Chairman or the Deputy Chairman of the
Company the Executive shall keep the Board of Directors promptly and
fully informed (in writing if so requested) of his conduct of the
business, finances or affairs of Group Companies.
(E) The Company may reasonably require the Executive at any time during
his engagement to move from one part or section of the Company to
another and/or change the location of his employment. The Company may
also from time to time ask the Executive to work for any subsidiary or
associated company of the Company and in such cases the terms and
conditions of this Agreement will remain unchanged except for any
expatriate allowances and for any other changes which are otherwise
agreed between the Executive and the company in question.
Page 17
(F) The Executive shall at any time if requested to do so by the Board of
Directors undergo a medical examination by a medical practitioner of
the Company's choice and at its expense. The Executive hereby
authorizes (such authorization to be deemed to include the consent of
the Executive for the purposes of Section 3 of the Access to Medical
Reports Act 1988) such medical practitioner to disclose the results of
such examination (whether in a medical report or otherwise) to the
Company's medical representative who may then give advice, based upon
the results of such examination, to the Company provided that
professional confidence is maintained.
CONFIDENTIALITY
5. Without prejudice to any other confidentiality duties owed to the Company
or any other Group Company, the Executive will, during the period of his
appointment hereunder and thereafter without limit in point of time
(howsoever the expiry or termination of this Agreement be occasioned),
treat as confidential all information relating to:
(i) the trade secrets and the commercial, technical and financial affairs
of the Company, or any other Group Company, and any matter connected
therewith; and
(ii) any person whether or not such person is employed by the Company or
any other Group Company where such information is of a confidential
personal or business nature.
to which the Executive may have access or of which he may become aware as a
consequence of his appointment, which information shall, for the period of
his appointment and thereafter as aforesaid, without limit in point of
time, not be used by him or disclosed by him to any third party save (A) as
is necessary for the proper performance of the duties of his appointment or
(B) with the prior written consent of, or pursuant to guidelines provided
by, the Board of Directors or (C) as required by law, provided that such
restrictions on use or disclosure shall cease to apply to information
within the public domain otherwise than through unauthorized disclosure by
the Executive.
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If the Executive has any doubts about whether he might be in breach of this
Clause 5 he should consult the Chairman or Deputy Chairman of the Company.
REMUNERATION OF THE EXECUTIVE, BENEFITS AND EXPENSES
6. (A) (i) The Company shall pay to the Executive during the period of his
appointment hereunder a salary at the rate of three hundred and
three thousand pounds ((pound)3O3,OOO) per annum. The salary
shall be payable by equal monthly payments in arrears. Salary
shall be reviewed during the continuance of this Agreement at the
Board of Directors discretion.
(ii) All fees (if any) payable to the Executive for services on the
Board of Directors of the Company or the board of directors of
other companies on which he may be permitted to serve (whether
subsidiaries or associated companies of the Company or not) shall
be returned to the Company except that the Executive shall be
permitted to retain fees payable in respect of services rendered
as a director of one or more overseas subsidiaries or associated
companies of the Company outside the UK and Ireland not exceeding
ten per cent (10%) of the Executive's gross UK salary. To the
extent that the Executive does retain such fees, his UK salary
will be pro tanto reduced.
(B) The Company intends to establish incentive bonus arrangements for the
Executive in respect of each calendar year during the subsistence of
this Agreement but the Executive shall have no right to participate in
any such arrangements (notwithstanding any other verbal or written
communication from the Company to the Executive) unless and until the
Executive has received written notice from the Board of Directors to
the effect that the Executive will participate in the arrangements
that are referred to in the notice and that notice refers to this
Clause 6(B). For the avoidance of doubt any reference in such a notice
to incentive bonus arrangements shall mean the incentive bonus
arrangements for the calendar year in question and receipt of such a
notice shall not entitle the Executive to participate in incentive
bonus arrangements for any other calendar year.
Page 19
(C) The Executive is and may remain a member of the BP Pension Scheme
subject to and in accordance with the normal terms and conditions of
the Scheme (for the time being and from time to time in force) save
for the following. The yearly accrual rate of pension shall from the
date of his appointment as, and whilst the Executive is, a Managing
Director of the Company be one thirtieth (1/30th) (and not one
sixtieth (1/60th) or one forty fifth (1/45th) as would otherwise be
appropriate) together with a proportionate amount for any additional
part year (subject always to Inland Revenue limits and to a maximum
pension from the BP Pension Scheme of two thirds (2/3rds) of Final
Salary). For the purpose of this sub-Clause 6(C), `Final Salary' is as
defined in the Rules of the BP Pension Scheme.
(D) The Company shall provide a motor car for the use of the Executive in
the United Kingdom. The Company shall bear the cost of maintaining,
repairing, insuring, testing and taxing the same. The Company shall
reimburse all reasonable running expenses properly incurred by the
Executive in relation to the use of the car in the performance of his
duties under this Agreement provided that the Company shall not
reimburse petrol costs related to private motoring. The Executive
shall comply with all statements of policy, rules and regulations
which the Company may from time to time issue applying to the
provision and use of the motor car.
(E) There shall be refunded to the Executive all reasonable out of pocket
expenses properly incurred and defrayed by him in the performance of
his duties under this Agreement including expenses of entertainment,
subsistence and travelling. The Executive shall produce to the Company
all supporting vouchers and documents in respect of such expenses.
(F) The Executive shall conform to such hours of work as may from time to
time reasonably be required of him to carry out his duties to the
satisfaction of the Board of Directors and shall not be entitled to
receive any additional remuneration for work outside normal business
hours.
Page 20
ANNUAL LEAVE AND PUBLIC HOLIDAYS
7. (A) The Executive's leave entitlement in any full calendar year will be
twenty eight (28) working days on full salary, of which entitlement
the Company will be able to nominate up to three (3) specified days to
be taken as leave. If the Executive serves part only of a calendar
year, his entitlement will be in direct proportion to his service in
that year, rounding up any fractions to the nearest day.
(B) The Executive will also be entitled to eight (8) days additional leave
per annum which will be either Government declared Public Holidays or
days taken in lieu.
ABSENCE FROM WORK THROUGH SICKNESS
8. During any period of absence from work due to sickness or injury and
subject to the deductions in respect of Statutory Sick Pay or State
Sickness Benefit, the Executive's salary will be paid in full for a period
of six (6) months, followed if necessary by a period of six (6) months of
half-payment. These periods of payment may be extended at the discretion of
the Chairman, in consultation with the Company's General Medical Services
Unit, taking into account the Executive's expected date of return to work.
INVENTIONS
9 Any invention made by the Executive in the course of his employment as part
of his duties belongs to the Company or as the case may be other Group
Company. It is the policy of the Company to encourage employees (including
the Executive) to make inventions which are or could be of benefit to the
Company and, if the Executive makes an invention directly or indirectly
relating to the business of the Company or any other Group Company, he
shall submit particulars to Patents and Agreements Division.
Page 21
TERMINATION AND SUSPENSION
10. (A) Notwithstanding any other provision of this Agreement, the Company
shall (without prejudice to the other rights and remedies of the
Company or other Group Company) be entitled to terminate this
Agreement forthwith by written notice to the Executive if the
Executive:
(i) is found to have committed a serious act or omission such as:
(a) serious infringement of safety regulations and requirements;
(b) serious default or misconduct;
(c) serious damage to Company or other Group Company property;
(d) the unauthorised disclosure of confidential information
relating to the commercial, technical or financial affairs
of the Company or any other Group Company or any person
whether or not such a person is employed by the Company or
any other Group Company, where this is damaging to the
interests of the Company or other Group Company;
(e) a criminal offence which makes him unsuitable for his type
of work;
(f) conduct prejudicial to the Company or other Group Company or
tending to bring the Company or other Group Company or
himself into disrepute;
(g) wilful disregard of Company or other Group Company
regulations;
(h) falsification of information or references in the context of
the work environment;
(i) assault on another person at work;
Page 22
(j) accepting bribes; or
(ii) becomes of unsound mind, bankrupt or has a receiving order made
against him or makes any general composition with his creditors;
or
(iii)becomes prohibited by law from being a director of a company; or
(iv) resigns as a director of the Company without the consent of the
Board of Directors; or
(v) neglects, refuses, fails or for any reason becomes unable to
perform in any material respect any of this duties or obligations
under or pursuant to this Agreement
whereupon the Executive shall have no claim against the Company for
pay in lieu of notice or damages or otherwise by reason of such
termination. Any termination of this Agreement will be without
prejudice to the continuing obligations of the Executive under this
Agreement.
(B) Without prejudice to the Executive's rights to remuneration and other
benefits hereunder, the Company shall have the right at any time
(whether or not a notice of termination of this Agreement shall then
have been given) to require the Executive not to attend at any place
of work or otherwise to suspend the Executive from the performance of
any duties under this Agreement provided that no such action shall be
taken without the express prior authorization of the Board of
Directors. During the period of such suspension the Company may assign
the Executive's titles, powers or duties to another.
EVENTS UPON TERMINATION
11. Upon the termination of the Agreement howsoever occasioned the Executive
shall unless otherwise agreed by the Company:
(i) return all property, documents and correspondence relating to the
affairs of the Company or other Group Company, including books of
instruction and reference and identity passes;
Page 23
(ii) at any time or from time to time thereafter upon the request of the
Company, resign from office as a director of the Company and all other
offices held by him in any other Group Company and should he fail to
do so the Company is hereby irrevocably authorized to appoint some
person in his name and on his behalf to sign and do any documents or
things necessary or desirable to give effect thereto; and
(iii)the Company shall be entitled to deduct from any monies due to the
Executive any sums due from the Executive to the Company or any other
Group Company.
RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT
12. (A) The Executive hereby agrees with the Company that in addition to the
other terms of and restrictions contained in this Agreement and
without prejudice to other restrictions imposed upon him by law, he
will not without the prior written consent of the Company for a period
of twelve (12) months commencing with the date of termination of this
Agreement, howsoever the termination shall be occasioned, either on
his own behalf or for any other person, firm or organization:-
(i) be directly or indirectly engaged in or concerned with any
business which shall be in competition with, in countries in
which operations are carried on or interests held by, any of the
upstream, downstream or chemicals businesses of the Company or
any other Group Company at the date of termination of this
Agreement provided that this provision shall not restrict the
Executive from holding or acquiring by way of bona fide
investment only, investments whether or not listed or quoted
representing not more than five percent (5%) of the issued
investments of any class of any one company;
(ii) directly or indirectly solicit or endeavour to entice away from
the Company or any Group Company any person who is to his
knowledge an employee, director or officer of such Company at the
date of termination of this Agreement.
Page 24
(B) While the restrictions contained in this Clause 12 and elsewhere in
this Agreement are considered by the parties to be reasonable in all
the circumstances, it is agreed that if such restrictions taken
together shall be adjudged to go beyond what is reasonable in all the
circumstances for the protection of the interests of the Company but
would be adjudged reasonable if part or parts of the wording thereof
were deleted then the said restrictions shall apply with such words
deleted.
DIRECTORSHIPS
13. (A) Without prejudice to any other rights and obligations of the
Executive under this Agreement, the Executive's appointment as a
Managing Director will be determined if he for any reason ceases to be
a director of the Company and the Executive undertakes in the event of
his appointment as a Managing Director being terminated to tender his
resignation from the Board of Directors.
(B) Notwithstanding any other provisions in this Agreement the Executive's
appointment as a director of the Company or any other Group Company
shall be subject to the Articles of Association from time to time of
the relevant company.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
14. The Company shall maintain insurance in respect of directors' and officers'
liabilities in such manner, for such a period, and on such terms, as may
from time to time be determined by the Board of Directors.
REORGANISATION
15. If the Company shall undergo any process of reconstruction or amalgamation
(including an administrative reorganization) whether or not involving the
liquidation of the Company and the Executive shall be offered employment by
the successor or proposed successor to the Company or any other Group
Company on terms no less favourable overall to those under this Agreement
but the Executive shall have failed to accept such offer within one (1)
month, then the Company may terminate this Agreement forthwith. In such
event, the Executive shall have no claim for compensation against the
Company in respect of such termination save as provided under the
provisions of the Employment Protection (Consolidation) Act 1978.
Page 25
STATUTORY PARTICULARS
16. The written particulars of employment required to be given to the Executive
under the provisions of Part I of the Employment Protection (Consolidation)
Act 1978 are, unless otherwise previously set out above, stated in the
Schedule attached (which shall be deemed to form part of this Agreement).
MISCELLANEOUS
17. (A) This Agreement shall not be assignable by the Executive and may
only be modified by the written agreement of the parties hereto.
(B) The Company reserves the right to pay compensation in lieu of any
notice of termination of appointment which it is required to give
under this Agreement.
(C) This Agreement shall be governed by and interpreted in accordance
with the laws of England.
IN WITNESS whereof this document has been executed as a Deed the day and year
first above written.
The Common Seal of )
THE BRITISH PETROLEUM COMPANY p.l.c. )
was hereunto affixed )
in accordance with its )
Articles of Association )
in the presence of: )
Director
Assistant
Secretary
SIGNED AS A DEED
by the said EDMUND JOHN PHILIP BROWNE in the presence of:-
Name
Address
Occupation
November 26, 1993
Page 26
SCHEDULE
CONTINUOUS EMPLOYMENT
1. The Executive's period of continuous employment with the Company is deemed
to have begun on 1st September, 1966.
PENSIONS
2. There is in force a Contracting-out certificate in relation to the
Executive's employment.
DISCIPLINARY RULES AND PROCEDURES
3. The Executive will be notified as to the Company's disciplinary rules and
procedures from time to time applicable to the Executive.
GRIEVANCE PROCEDURE
4. If the Executive has any grievance relating to his employment he should
raise it with the Chairman of the Board of Directors.
OTHER TERMS
5. Except as otherwise stated in the Agreement (including this Schedule) there
are no other terms or conditions of employment relating to remuneration,
hours of work, normal working hours, entitlement to holidays (including
public holidays and holiday pay), incapacity for work due to sickness or
injury or to pensions or pension schemes.
Page 27
DATED November 30, 1993
THE BRITISH PETROLEUM COMPANY p.l.c.
- and -
RODNEY FRANK CHASE
SERVICE AGREEMENT
Page 28
THIS AGREEMENT is made on November 30, 1993
BETWEEN
(1) THE BRITISH PETROLEUM COMPANY p.l.c. whose registered office is at
Britannic House, 1 Finsbury Circus, London EC2M 7BA (the `Company'); and
(2) RODNEY FRANK CHASE of 4 Eaton Terrace, London SW1W 8EZ. (the `Executive')
WHEREBY IT IS AGREED as follows:
INTERPRETATION
1. In this Agreement (including the Schedule attached):
(A) (i) `associated company' means any company whose equity share capital
(as defined in Section 744 of the Companies Act 1985) is owned as
to twenty per cent (20%) or more but less than fifty per cent
(50%) by the Company;
(ii) `Board of Directors' means the Board of Directors of the Company
as the same may be constituted from time to time or any committee
of the Board of Directors duly appointed by it;
(iii)`Group Company' means the Company or any company which is from
time to time a holding company of the Company or a subsidiary or
associated company of the Company or any such holding company and
the expression `Group Companies' shall be deemed to mean each and
every Group Company;
Page 29
(iv) `holding company' has the meaning given in Section 736 of the
Companies Act 1985;
(v) `subsidiary' has the meaning given in Section 736 of the
Companies Act 1985;
(B) Reference to an Act of Parliament shall be deemed to include any
statutory modification or re-enactment whenever made.
THE EMPLOYMENT
2. The Company HEREBY AGREES to employ the Executive and the Executive HEREBY
AGREES to serve as a Managing Director pursuant to Article 80(A) of the
Company's Articles of Association and subject to and in accordance with the
terms of this Agreement.
DURATION OF EMPLOYMENT
3. (A) This Agreement shall be deemed to commence on January 1, 1994 (the
`Commencement Date') and shall continue, subject as hereinafter
provided, until terminated at any time by either the Company giving to
the Executive not less than twenty-four (24) months written notice
or the Executive giving the Company not less than twelve (12)(or such
lesser number as the Company and the Executive may agree) months
written notice.
(B) This Agreement shall automatically terminate (if not already
terminated) upon the day immediately before the Executive's sixtieth
(60th) birthday or such other date as the Company and the Executive
may agree in writing.
(C) This Agreement shall further be subject to termination pursuant to
Clause 10 hereof.
DUTIES OF THE EXECUTIVE
4. (A) Except as otherwise approved by the Board of Directors, the
Executive will devote all his time and energies to the business of the
Company and its subsidiaries and such of the associated companies as
the Board of Directors may require.
Page 30
(B) The Executive shall not during the continuance of this Agreement
(except as a representative of the Company or with the consent in
writing of the Board of Directors) (i) become a director of any
corporate body or (ii) be directly or indirectly engaged or
concerned in the conduct of any business, trade, profession or other
occupation (whether as an employee, consultant, agent, director or
otherwise) provided that this restriction (ii) shall not prevent the
Executive from holding or acquiring by way of bona fide investment,
investments whether or not listed or quoted representing not more
than five percent (5%) of the investments of any class of any one
company. If requested to do so, the Executive shall disclose
promptly in writing to the Board of Directors all his interests in
any business other than that of the Company or any other Group
Company.
(C) The Executive shall comply with all rules and regulations from time to
time issued by the Company to its employees and shall obey all
reasonable and lawful directions given to him by or under the
authority of the Board of Directors. The Executive shall use his best
endeavours to promote the interest and reputation of Group Companies.
(D) As and when requested by the Chairman or the Deputy Chairman of the
Company the Executive shall keep the Board of Directors promptly and
fully informed (in writing if so requested) of his conduct of the
business, finances or affairs of Group Companies.
(E) The Company may reasonably require the Executive at any time during
his engagement to move from one part or section of the Company to
another and/or change the location of his employment. The Company may
also from time to time ask the Executive to work for any subsidiary or
associated company of the Company and in such cases the terms and
conditions of this Agreement will remain unchanged except for any
expatriate allowances and for any other changes which are otherwise
agreed between the Executive and the company in question.
Page 31
(F) The Executive shall at any time if requested to do so by the Board of
Directors undergo a medical examination by a medical practitioner of
the Company's choice and at its expense. The Executive hereby
authorizes (such authorization to be deemed to include the consent of
the Executive for the purposes of Section 3 of the Access to Medical
Reports Act 1988) such medical practitioner to disclose the results of
such examination (whether in a medical report or otherwise) to the
Company's medical representative who may then give advice, based upon
the results of such examination, to the Company provided that
professional confidence is maintained.
CONFIDENTIALITY
5. Without prejudice to any other confidentiality duties owed to the Company
or any other Group Company, the Executive will, during the period of his
appointment hereunder and thereafter without limit in point of time
(howsoever the expiry or termination of this Agreement be occasioned),
treat as confidential all information relating to:
(i) the trade secrets and the commercial, technical and financial affairs
of the Company, or any other Group Company, and any matter connected
therewith; and
(ii) any person whether or not such person is employed by the Company or
any other Group Company where such information is of a confidential
personal or business nature.
to which the Executive may have access or of which he may become aware as a
consequence of his appointment, which information shall, for the period of
his appointment and thereafter as aforesaid, without limit in point of
time, not be used by him or disclosed by him to any third party save (A) as
is necessary for the proper performance of the duties of his appointment or
(B) with the prior written consent of, or pursuant to guidelines provided
by, the Board of Directors or (C) as required by law, provided that such
restrictions on use or disclosure shall cease to apply to information
within the public domain otherwise than through unauthorised disclosure by
the Executive.
Page 32
If the Executive has any doubts about whether he might be in breach of this
Clause 5 he should consult the Chairman or Deputy Chairman of the Company.
REMUNERATION OF THE EXECUTIVE, BENEFITS AND EXPENSES
6. (A ) (i) The Company shall pay to the Executive during the period
of his appointment hereunder a salary at the rate of two hundred
and seventy five thousand pounds ((pounds)275,000) per annum.
The salary shall be payable by equal monthly payments in arrears.
Salary shall be reviewed during the continuance of this Agreement
at the Board of Directors' discretion.
(ii) All fees (if any) payable to the Executive for services on the
Board of Directors of the Company or the board of directors of
other companies on which he may be permitted to serve (whether
subsidiaries or associated companies of the Company or not) shall
be returned to the Company except that the Executive shall be
permitted to retain fees payable in respect of services rendered
as a director of one or more overseas subsidiaries or associated
companies of the Company outside the UK and Ireland not exceeding
ten per cent (10%) of the Executive's gross UK salary. To the
extent that the Executive does retain such fees, his UK salary
will be pro tanto reduced.
(B) The Company intends to establish incentive bonus arrangements for the
Executive in respect of each calendar year during the subsistence of
this Agreement but the Executive shall have no right to participate in
any such arrangements (notwithstanding any other verbal or written
communication from the Company to the Executive) unless and until the
Executive has received written notice from the Board of Directors to
the effect that the Executive will participate in the arrangements
that are referred to in the notice and that notice refers to this
Clause 6(B). For the avoidance of doubt any reference in such a notice
to incentive bonus arrangements shall mean the incentive bonus
arrangements for the calendar year in question and receipt of such a
notice shall not entitle the Executive to participate in incentive
bonus arrangements for any other calendar year.
Page 33
(C) The Executive is and may remain a member of the BP Pension Scheme
subject to and in accordance with the normal terms and conditions of
the Scheme (for the time being and from time to time in force) save
for the following: The yearly accrual rate of pension shall from the
date of his appointment as, and whilst the Executive is, a Managing
Director of the Company be one thirtieth (1/30th) (and not one
sixtieth (1/60th) or one forty fifth (1/45th) as would otherwise be
appropriate) together with a proportionate amount for any additional
part year (subject always to Inland Revenue limits and to a maximum
pension from the BP Pension Scheme of two thirds (2/3rds) of Final
Salary). For the purpose of this sub clause 6(C), `Final Salary' is as
defined in the Rules of the BP Pension Scheme.
(D) The Company shall provide a motor car for the use of the Executive in
the United Kingdom. The Company shall bear the cost of maintaining,
repairing, insuring, testing and taxing the same. The Company shall
reimburse all reasonable running expenses properly incurred by the
Executive in relation to the use of the car in the performance of his
duties under this Agreement provided that the Company shall not
reimburse petrol costs related to private motoring. The Executive
shall comply with all statements of policy, rules and regulations
which the Company may from time to time issue applying to the
provision and use of the motor car.
(E) There shall be refunded to the Executive all reasonable out of pocket
expenses properly incurred and defrayed by him in the performance of
his duties under this Agreement including expenses of entertainment,
subsistence and travelling. The Executive shall produce to the Company
all supporting vouchers and documents in respect of such expenses.
(F) The Executive shall conform to such hours of work as may from time to
time reasonably be required of him to carry out his duties to the
satisfaction of the Board of Directors and shall not be entitled to
receive any additional remuneration for work outside normal business
hours.
Page 34
ANNUAL LEAVE AND PUBLIC HOLIDAYS
7. (A) The Executive's leave entitlement in any full calendar year will
be twenty eight (28) working days on full salary, of which entitlement
the Company will be able to nominate up to three (3) specified days to
be taken as leave. If the Executive serves part only of a calendar
year, his entitlement will be in direct proportion to his service in
that year, rounding up any fractions to the nearest day.
(B) The Executive will also be entitled to eight (8) days additional leave
per annum which will be either Government declared Public Holidays or
days taken in lieu.
ABSENCE FROM WORK THROUGH SICKNESS
8. During any period of absence from work due to sickness or injury and
subject to the deductions in respect of Statutory Sick Pay or State
Sickness Benefit, the Executive's salary will be paid in full for a period
of six (6) months, followed if necessary by a period of six (6) months of
half-payment. These periods of payment may be extended at the discretion of
the Chairman, in consultation with the Company's General Medical Services
Unit, taking into account the Executive's expected date of return to work.
INVENTIONS
9 Any invention made by the Executive in the course of his employment as part
of his duties belongs to the Company or as the case may be other Group
Company. It is the policy of the Company to encourage employees (including
the Executive) to make inventions which are or could be of benefit to the
Company and, if the Executive makes an invention directly or indirectly
relating to the business of the Company or any other Group Company, he
shall submit particulars to Patents and Agreements Division.
Page 35
TERMINATION AND SUSPENSION
10. (A) Notwithstanding any other provision of this Agreement, the Company
shall (without prejudice to the other rights and remedies of the
Company or other Group Company) be entitled to terminate this
Agreement forthwith by written notice to the Executive if the
Executive:
(i) is found to have committed a serious act or omission such
as:
(a) serious infringement of safety regulations and
requirements;
(b) serious default or misconduct;
(c) serious damage to Company or other Group Company
property;
(d) the unauthorized disclosure of confidential information
relating to the commercial, technical or financial affairs of
the Company or any other Group Company or any person whether
or not such a person is employed by the Company or any other
Group Company, where this is damaging to the interests of the
Company or other Group Company;
(e) a criminal offence which makes him unsuitable for his
type of work;
(f) conduct prejudicial to the Company or other Group Company or
tending to bring the Company or other Group Company or
himself into disrepute;
(g) wilful disregard of Company or other Group Company
regulations;
(h) falsification of information or references in the
context of the work environment;
(i) assault on another person at work;
(j) accepting bribes; or
Page 36
(ii) becomes of unsound mind, bankrupt or has a receiving order
made against him or makes any general composition with his
creditors; or
(iii)becomes prohibited by law from being a director of a
company; or
(iv) resigns as a director of the Company without the consent of
the Board of Directors; or
(v) neglects, refuses, fails or for any reason becomes unable to
perform in any material respect any of this duties or
obligations under or pursuant to this Agreement
whereupon the Executive shall have no claim against the Company
for pay in lieu of notice or damages or otherwise by reason of
such termination. Any termination of this Agreement will be
without prejudice to the continuing obligations of the Executive
under this Agreement.
(B) Without prejudice to the Executive's rights to remuneration and other
benefits hereunder, the Company shall have the right at any time
(whether or not a notice of termination of this Agreement shall then
have been given) to require the Executive not to attend at any place
of work or otherwise to suspend the Executive from the performance of
any duties under this Agreement provided that no such action shall be
taken without the express prior authorization of the Board of
Directors. During the period of such suspension the Company may assign
the Executive's titles, powers or duties to another.
EVENTS UPON TERMINATION
11. Upon the termination of the Agreement howsoever occasioned the Executive
shall unless otherwise agreed by the Company:
(i) return all property, documents and correspondence relating to the
affairs of the Company or other Group Company, including books of
instruction and reference and identity passes;
Page 37
(ii) at any time or from time to time thereafter upon the request of the
Company, resign from office as a director of the Company and all other
offices held by him in any other Group Company and should he fail to
do so the Company is hereby irrevocably authorized to appoint some
person in his name and on his behalf to sign and do any documents or
things necessary or desirable to give effect thereto; and
(iii)the Company shall be entitled to deduct from any monies due to the
Executive any sums due from the Executive to the Company or any other
Group Company.
RESTRICTIONS AFTER TERMINATION OF EMPLOYMENT
12. (A) The Executive hereby agrees with the Company that in addition to
the other terms of and restrictions contained in this Agreement and
without prejudice to other restrictions imposed upon him by law, he
will not without the prior written consent of the Company for a period
of twelve (12) months commencing with the date of termination of this
Agreement, howsoever the termination shall be occasioned, either on
his own behalf or for any other person, firm or organization:-
(i) be directly or indirectly engaged in or concerned with any
business which shall be in competition with, in countries in
which operations are carried on or interests held by, any of the
upstream, downstream or chemicals businesses of the Company or
any other Group Company at the date of termination of this
Agreement provided that this provision shall not restrict the
Executive from holding or acquiring by way of bona fide
investment only, investments whether or not listed or quoted
representing not more than five percent (5%) of the issued
investments of any class of any one company;
(ii) directly or indirectly solicit or endeavour to entice away from
the Company or any Group Company any person who is to his
knowledge an employee, director or officer of such Company at the
date of termination of this Agreement.
Page 38
(B) While the restrictions contained in this Clause 12 and elsewhere in
this Agreement are considered by the parties to be reasonable in all
the circumstances, it is agreed that if such restrictions taken
together shall be adjudged to go beyond what is reasonable in all the
circumstances for the protection of the interests of the Company but
would be adjudged reasonable if part or parts of the wording thereof
were deleted then the said restrictions shall apply with such words
deleted.
DIRECTORSHIPS
13. (A) Without prejudice to any other rights and obligations of the
Executive under this Agreement, the Executive's appointment as a
Managing Director will be determined if he for any reason ceases to be
a director of the Company and the Executive undertakes in the event of
his appointment as a Managing Director being terminated to tender his
resignation from the Board of Directors.
(B) Notwithstanding any other provisions in this Agreement the Executive's
appointment as a director of the Company or any other Group Company
shall be subject to the Articles of Association from time to time of
the relevant company.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
14. The Company shall maintain insurance in respect of directors' and officers'
liabilities in such manner, for such a period, and on such terms, as may
from time to time be determined by the Board of Directors.
REORGANISATION
15. If the Company shall undergo any process of reconstruction or amalgamation
(including an administrative reorganization) whether or not involving the
liquidation of the Company and the Executive shall be offered employment by
the successor or proposed successor to the Company or any other Group
Company on terms no less favourable overall to those under this Agreement
but the Executive shall have failed to accept such offer within one (1)
month, then the Company may terminate this Agreement forthwith. In such
event, the Executive shall have no claim for compensation against the
Company in respect of such termination save as provided under the
provisions of the Employment Protection (Consolidation) Act 1978.
Page 39
STATUTORY PARTICULARS
16. The written particulars of employment required to be given to the Executive
under the provisions of Part I of the Employment Protection (Consolidation)
Act 1978 are, unless otherwise previously set out above, stated in the
Schedule attached (which shall be deemed to form part of this Agreement).
MISCELLANEOUS
17. (A) This Agreement shall not be assignable by the Executive and may
only be modified by the written agreement of the parties hereto.
(B) The Company reserves the right to pay compensation in lieu of any
notice of termination of appointment which it is required to give
under this Agreement.
(C) This Agreement shall be governed by and interpreted in accordance with
the laws of England.
IN WITNESS whereof this document has been executed as a Deed on the day and year
first above written.
The Common Seal of )
THE BRITISH PETROLEUM COMPANY p.l.c. )
was hereunto affixed )
in accordance with its )
Articles of Association )
in the presence of: )
Director
Assistant
Secretary
SIGNED AS A DEED
by the said RODNEY FRANK CHASE
in the presence of:-
Name
Address
Occupation
Page 40
SCHEDULE
CONTINUOUS EMPLOYMENT
1. The Executive's period of continuous employment with the Company is deemed
to have begun on November 30, 1964.
PENSIONS
2. There is in force a Contracting-out certificate in relation to the
Executive's employment.
DISCIPLINARY RULES AND PROCEDURES
3. The Executive will be notified as to the Company's disciplinary rules and
procedures from time to time applicable to the Executive.
GRIEVANCE PROCEDURE
4. If the Executive has any grievance relating to his employment he
should raise it with the Chairman of the Board of Directors.
OTHER TERMS
5. Except as otherwise stated in the Agreement (including this Schedule) there
are no other terms or conditions of employment relating to remuneration,
hours of work, normal working hours, entitlement to holidays (including
public holidays and holiday pay), incapacity for work due to sickness or
injury or to pensions or pension schemes.
Page 41
DATED August 7, 2000
BP EXPLORATION (ALASKA) INC.
and
BYRON ELMER GROTE
EMPLOYMENT AGREEMENT
Page 42
CONTENTS
CLAUSE PAGE
1. Employment 1
2. Term 1
3. Salary 1
4. Termination of Employment 1
5. Benefits 2
6. General 2
Page 43
THIS AGREEMENT is made on August 7, 2000 BETWEEN:
(1) BP EXPLORATION (ALASKA) INC. a Delaware corporation of 900 East Benson
Boulevard, Anchorage, Alaska 99508 (the `Company'); and
(2) BYRON ELMER GROTE of Flat 22, Millers Wharf House, 78 St. Katherine's Way,
London El 9YU (the `Executive')
IT IS AGREED as follows:
1. EMPLOYMENT
The Company shall employ the Executive and the Executive shall be employed
as a senior executive of the Company on the terms set out in this Agreement
(the `Employment').
2. TERM
The Employment will take effect from 3rd August, 2000. The period of time
during which Executive is employed by the Company under this Agreement will
be referred to herein as the `Term'.
3. SALARY
The Company shall pay to the Executive a salary at the rate of $540,000 per
annum, (less applicable deductions).
4. TERMINATION OF EMPLOYMENT
4.1 Unless previously terminated in accordance with this agreement, the
Employment may be terminated at any time by either party giving to the
other one year's notice in writing.
4.2 The Company may terminate the Employment for cause with immediate effect.
4.3 The Employment shall in any event terminate automatically on 8th March,
2008.
4.4 Nothing contained herein limits the Company's rights to suspend any of the
Executive's duties and powers under this Agreement.
4.5 For the purpose of this agreement `cause' shall mean that the Executive:
(i) commits an act constituting a misdemeanour involving moral turpitude
or a felony under the laws of the United States or any state or
political subdivision thereof;
(ii) commits an act constituting a breach of fiduciary duty, gross
negligence or willful misconduct;
(iii)engages in conduct that violates the Company's policies or procedures
or the standing of the Company or any of its affiliates;
Page 44
(iv) commits an act of fraud, dishonesty or misrepresentation that is
detrimental to the business, reputation, character of the Company or
any of its affiliates;
(v) engages in a conflict of interest or self-dealing; or
(vi) breaches his obligations as set forth in this agreement or he fails to
perform his duties as an employee of the Company (including as a
result of his death or permanent disability whereby the Executive is
unable to perform the essential functions of his job for four (4)
consecutive months).
5. BENEFITS
The Executive shall be entitled to participate in such benefit plans as the
Company may from time to time provide in respect of him, such participation
to be on the terms or subject to the rules or the Company's policies as may
apply to such benefits from time to time.
6. GENERAL
6.1 Each of the provisions in this agreement shall be enforceable independently
of each of the others and its validity shall not be affected if any of the
others is invalid. If any of the provisions of this agreement is void but
would be valid if some part of the clause were deleted, the clause in
question shall apply with such modification as may be necessary to make it
valid.
6.2 During the Employment the Executive will be bound by the Company's policies
and procedures applicable to employees.
6.3 This agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
6.4 As from the effective date of the Employment all other agreements or
arrangements between the Executive and the Company or any of its affiliates
relating to the employment of the Executive will cease to have effect. It
is acknowledged and agreed that the Company has no liability to make any
payments to the Executive other than salary and benefits earned up to the
effective date of the Employment. In particular, it is confirmed and agreed
that the Company has no liability to make any payments to the Executive on
the termination of his previous service agreements
6.5 This Agreement contains the entire understanding of the parties and may be
modified only in a document signed by the parties and referring explicitly
hereto.
AS WITNESS the hands of the Executive and of a duly authorized representative of
the Company on the date which appears first on page 1.
SIGNED by )
BP EXPLORATION (ALASKA) INC. )
in the presence of )
SIGNED by
BYRON ELMER GROTE
in the presence of
Page 45
Byron Elmer Grote
Flat 22, Millers Wharf House
78, St Katherine's Way
London El 9YU
August 2, 2000
BP Exploration (Alaska) Inc.
900 East Benson Boulevard
Anchorage
Alaska 99508
USA
Dear Sirs,
I hereby confirm that as a term of my secondment to BP Amoco plc (`the Company')
that I am bound by and will comply with the Company's General Terms and
Conditions of Employment on Executive Expatriate Secondment (a copy of which is
attached) during the secondment.
Yours sincerely
B.E. Grote
Enc.
Page 46
GENERAL TERMS AND CONDITIONS
OF EMPLOYMENT
ON EXECUTIVE EXPATRIATE SECONDMENTS
APPLICABLE TO BYRON ELMER GROTE
Page 47
TABLE OF CONTENTS
CLAUSE PAGE
1. Interpretation 1
2. Duties 1
3. Place of Work of the Secondee 2
4. Resettlement 2
5. Incentives 3
6. Travelling Expenses 3
7. Car 3
8. Benefits 3
9. Vacation 3
10. Confidential Information 3
II. Intellectual Property 4
12. Termination of Secondment 5
13. General 5
14. Notices 6
Page 48
GENERAL TERMS AND CONDITIONS ON EXPATRIATE EXECUTIVE SECONDMENTS
1. INTERPRETATION
(1) In these terms and conditions:
`Secondment' means the secondment of the Secondee by a Group Company to
another Group Company;
`Secondee' means Byron Elmer Grote;
`Company' means: BP Amoco plc;
`CEO' means the group chief executive of the Company and it includes his
delegate or delegates where the chief executive officer has delegated his
authority to manage the Secondee or the business of the Group in which the
Secondee is performing his duties;
`Group' means the Company and its subsidiaries, affiliates, parents and
related entities for the time being and `Group Company' means any one of
them;
`Working Day' means a day other than a Saturday, Sunday or Company holiday;
(2) References in these terms and conditions to a person include a body
corporate and an unincorporated association of persons and references to a
company include any body corporate.
(3) Any reference in these terms and conditions to a statutory provision
includes any statutory modification or re-enactment of it for the time
being in force.
(4) Where appropriate, references to the Secondee include his personal
representatives.
2. DUTIES
(1) The Secondee shall use his best endeavours to promote and protect the
interests of the Group and shall not do anything which is harmful to those
interests.
(2) The Secondee shall diligently and faithfully perform such duties and
exercise such powers as may from time to time be assigned to or vested in
him in relation to the conduct and management of the affairs of the Group
by the CEO. The CEO may also suspend all or any of the Secondee's duties
and powers for such periods and on such terms as he considers expedient
(including a term that the Secondee shall not attend at the Company's
premises).
(3) The Secondee shall give to the CEO such information regarding the affairs
of the Group as he shall require and shall comply with all proper
instructions of the CEO.
(4) The Secondee shall have the power and the authority to act in accordance
with the instructions of and within the limits prescribed by the CEO.
Page 49
(5) The Secondee shall comply with all codes of conduct from time to time
adopted by the Company and with all applicable laws, rules and regulations
applicable to the Company.
(6) The Secondee shall (unless prevented by sickness, disability or otherwise
directed by the CEO) devote the whole of his time during normal business
hours to his duties under those General Terms and Conditions and such
additional time as is necessary for the proper fulfilment of those duties.
(7) The Secondee's salary shall be inclusive of any fees receivable by him as a
director of any Group Company and if the Secondee receives any such fees in
addition to his salary he shall pay them to the Company.
(8) The Secondee shall not accept any appointment to any office in relation to
any body, whether corporate or not, (other than a Group Company) or
directly or indirectly be interested in any manner in any other business
except:
(a) as holder or beneficial owner (for investment purposes only) of any
class of securities in a company if those securities are publicly
traded on a recognized investment exchange and if the Secondee
(together with his spouse, children, parents and parents' issue)
neither holds nor is beneficially interested in more than five per
cent, of the securities of that class; or
(b) with the consent in writing of the Company which may be given subject
to any terms or conditions which the Company requires.
3. PLACE OF WORK OF THE SECONDEE
The Secondee's duties shall relate primarily to the United Kingdom but
shall extend to travel abroad when required by the Company.
4. RESETTLEMENT
(1) The Secondee shall be entitled to relocation assistance in respect of the
costs of moving from his home base to the overseas location at which he has
accepted an appointment. The amount of such assistance shall be determined
in accordance with the Company's policies from time to time and shall be
subject to the terms of such policies.
(2) Until the date falling two months after the termination of the Secondment,
or the third anniversary of the Seeondee's expatriate appointment
(whichever is the sooner) the Secondee shall be entitled to a resettlement
allowance (the `Resettlement Allowance') of $410,000 per annum. This is in
place of the benefits provided by the Group including the Secondee's
Foreign Services Premium, Cost of Living Adjustment, Home Add-Backs
Allowance, Housing and Utilities Allowance, Home Leave Travel Allowance and
Council Tax Allowance.
(3) The Resettlement Allowance shall not form part of the Secondee's
pensionable salary and shall not be taken into account in determining the
Secondee's pension benefits or his rights under any incentive plan or other
benefit in which he participates or to which he is entitled.
Page 50
(4) In addition to the Resettlement Allowance the Secondee shall be entitled to
the costs of repatriation at the end of his assignment (to be determined in
accordance with and subject to the Company's policies at the time of
resettlement), educational assistance, medical benefits and such other
benefits as may be notified to him from time to time by the Company.
5. INCENTIVES
The Secondee agrees that his participation in any bonus or incentive
arrangements shall be at the Company's sole discretion; that he is subject
to the Company's procedures as notified to him from time to time for
setting and assessing any bonus or incentive payments, if any, under any
scheme in which he participates.
6. TRAVELLIING EXPENSES
The Company shall reimburse the Secondee (on production of such evidence as
it may reasonably require) the amount of all travelling and other expenses
properly and reasonably incurred by him in the discharge of his duties.
7. CAR
(1) The Company shall provide the Secondee with a car appropriate to his status
for his use in the performance of his duties and, subject to any
restrictions or conditions from time to time imposed by the Company, the
Secondee may use the car for his private purposes.
(2) The Company shall pay all normal servicing, insurance and running expenses
in relation to the car and all fuel expenses incurred by the Secondee in
the performance of his duties.
(3) The Secondee shall take good care of the car and shall observe the terms
and conditions of the insurance policy relating to it and the terms of the
Company's car policy from time to time.
8. BENEFITS
The Secondee shall be entitled to participate in such benefit plans as the
Company may from time to time notify to him such participation to be on the
terms or subject to the rules or the Company's policies as may apply to
such benefits from time to time.
9. VACATION
(1) The Secondee shall take his vacation entitlement at times agreed with the
Company.
(2) Any entitlement to vacation remaining at the end of any calendar year may
be carried forward to the next calendar year but no further. The
entitlement to vacation (and on termination of employment to accrued but
unused vacation) accrues pro rata throughout each calendar year
(disregarding fractions of days).
Page 51
10. CONFIDENTIAL INFORMATION
(1) The Secondee shall not make use of or divulge to any person, and shall use
his best endeavours to prevent the use, publication or disclosure of, any
information of a confidential or secret nature:
(a) concerning the business of the Company or any Group Company and which
comes to his knowledge during the course of or in connection with his
employment or his holding any office within the Group from any source
within the Company or any Group Company: or
(b) concerning the business of any person having dealings with the Company
or any Group Company and which is obtained directly or indirectly in
circumstances in which the Company or any Group Company is subject to
a duty of confidentiality in relation to that information.
(2) This clause shall not apply to information which is:
(a) used or disclosed in the proper performance of the Secondee's duties
or with the prior written consent of the Company; or
(b) ordered to be disclosed by a court of competent jurisdiction or
otherwise required to be disclosed by law.
(3) This clause shall continue to apply after the termination of the Secondment
without limit of time.
(4) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall not
be affected if any of the others is invalid. If any of those restrictions
is void but would be valid if some part of the restriction were deleted,
the restriction in question shall apply with such modification as may be
necessary to make it valid.
11. INTELLECTUAL PROPERTY
(1) In this clause `Intellectual Property Right' means a formula, process,
invention, improvement, utility model, trade mark, service mark, business
name, copyright, design right, patent, know-how, trade secret, program,
documentation, other copyrightable work and any other intellectual property
right of any nature whatsoever throughout the world (whether registered or
unregistered and including all applications and rights to apply for the
same) which:
(a) relates to or is useful in connection with the business or any product
or service of a Group Company; and
(b) is invented, developed, created or acquired by the Secondee (whether
alone or jointly with any other person) during the period of his
employment with the Group (`the Employment').
(2) Any Intellectual Property Right that the Secondee creates or works on
during the Employment are works made `for hire' for purposes of copyright
laws. Any copyright rights in those works are owned by the Company, not by
the Secondee.
Page 52
(3) The Secondee shall promptly communicate in confidence to the Company full
particulars of any Intellectual Property Right (whether or not it is vested
in the Company pursuant to subclause (2) above or otherwise) and the
Secondee shall not use, disclose to any person or exploit any Intellectual
Property Right belonging to the Company without the prior written consent
of the Company.
(4) The Secondee shall, at the request and expense of the Company, prepare and
execute such instruments and do such other acts and things as may be
necessary or desirable to enable the Company or its nominee to obtain the
protection of any Intellectual Property Right vested in the Company in such
parts of the world as may be specified by the Company or its nominee and to
enable the Company to exploit any Intellectual Property Right vested in the
Company to best advantage.
(5) These obligations of the Secondee regarding Intellectual Property as set
forth above shall continue to apply after the termination of the
Employment. Each of those obligations is enforceable independently of each
of the others and its validity shall not be affected if any of the others
is unenforceable to any extent.
12. TERMINATION OF SECONDMENT
(1) If the Secondee is appointed as a director or officer of the Company or of
any Group Company and the Secondee ceases to be a director or officer of
the Company or of that Group Company (for any reason whatsoever) that shall
not terminate the Secondment.
(2) The Secondment shall terminate automatically on the date that the Secondee
gives, or is given, notice of termination of employment and shall, in any
event, terminate automatically on 8th January 2008.
(3) On the termination of the Secondment in any way the Secondee shall
immediately:
(a) return the car and its keys to the Company at such place as it shall
nominate for the purpose; and
(b) deliver to the Company's Group Human Resources Department all property
in his possession, custody or under his control belonging to any Group
Company including (but not limited to) business cards, credit and
charge cards, security and computer passes, original and copy
documents or other media on which information is held in his
possession relating to the business or affairs of any Group Company;
and
(c) resign all offices held by him in any Group Company (without prejudice
to the rights of any party arising out of the termination of the
Secondment).
(4) The Secondee hereby authorizes the Company to deduct from any amounts
payable by the Company or the Group to the Secondee on the termination of
the Secondment any sums due to the Company or the Group from the Secondee
as permitted by law.
Page 53
(5) With effect from the date of termination of the Secondment, all the rights
and obligations of the parties shall cease except for those which are
expressed to continue after that date and except in relation to any breach
of any provision of these terms and conditions or any other agreement
between the Company and the Secondee before that date. Termination of the
Secondment shall not prejudice any other rights of the Company.
13. GENERAL
(1) These terms and conditions shall be governed by and construed in accordance
with the laws of the United Kingdom.
(2) In the event of any conflict between these terms and conditions and the
provisions of any other agreement between the Secondee and any Group
Company, these terms and conditions shall prevail.
14. NOTICES
(1) Any notice or other document to be served under any agreement between the
Company and the Secondee may, in the case of the Company, be delivered by
hand or sent by first class mail or telex or facsimile process to the
Company at its registered office for the time being and, in the case of the
Secondee, may be delivered to him or sent by first class mail to his usual
or last known place of residence.
(2) Any such notice or other document shall be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if mail, at 10.00 a.m. on the second Working Day after it was put into
the mail; or
(c) if sent by telex or facsimile process, at the expiration of two hours
after the time of dispatch, if dispatched before 3.00 p.m. on any
Working Day, and in any other case at 10.00 a.m. on the Working Day
following the date of dispatch.
(3) In proving such service it shall be sufficient to prove that delivery was
made or that the envelope containing such notice or other document was
properly addressed and posted as a pre-paid first class letter or that the
telex or facsimile message was properly addressed and dispatched as the
case may be.
Page 54
DATED JANUARY 2003
BP p.l.c.
and
Anthony Bryan Hayward
------------------------
SERVICE AGREEMENT
------------------------
ALLEN & OVERY
Page 55
THIS AGREEMENT is made on January 2003
BETWEEN:
(1) BP p.l.c. (registered number 102498) whose registered office is at 1 St
James's Square, London SW1Y 4PD (the "Company"); and
(2) Anthony Bryan Hayward c/o BP p.l.c, 1 St James's Square, London SW1Y 4PD
(the "Executive")
IT IS AGREED as follows:
1. Employment
The Company shall continue to employ the Executive and the Executive shall
assume the position of a Senior Executive of the Company on the terms set
out in this agreement (the "Employment"). The Employment in this position
shall take effect from 1 February 2003.
2. Salary
(1) The Company shall pay to the Executive a salary at the rate
of(pound)400,000 per annum.
(2) The Executive's salary shall be reviewed at the discretion of the
Remuneration Committee.
(3) The Executive's salary shall accrue from day to day and be payable by equal
instalments in arrears on the last day of every month.
3. Pensions
The Executive is entitled to continue to be a member of The BP Pension
Scheme (the "Pension Scheme") subject to its terms. The Executive is
entitled to benefits under the Pension Scheme in accordance with the
separate arrangements made between the Company and the trustees of the
Pension Scheme for the benefit of the Executive and as notified to him from
time to time by the Company.
4. Termination of Employment
(1) The Company or the Executive may terminate the Employment by giving to the
other party at least 12 months' notice in writing expiring at any time.
(2) The Employment will automatically terminate (if not already terminated) on
the day before the Executive's 60th birthday.
(3) The Company may at any time terminate the Employment with immediate effect
by giving notice in writing to the Executive on terms that the Company
shall pay to the Executive, in lieu of the remainder of the term of the
Employment or, as the case may be, notice under subclause (1) above, an
amount equal to 12 months' salary or the amount of salary that would have
been paid to the Executive if the Employment terminated on the expiry of
the remainder of any notice given under subclause (1) above as the case may
be provided that the Executive's entitlement to the payment shall be
conditional on him agreeing to comply with his obligations to the Company
following the termination of the Employment (which include, but without
limiting the generality of the foregoing his obligations not to use or
disclose the Company's or the Group's confidential information under the
General Terms and Conditions of Employment).
Page 56
(4) The Company may in circumstances where the Remuneration Committee
reasonably deems it to be in the Company's best interests elect that in
place of a lump sum payment in lieu of notice under sub-clause (3) above
the Company will pay the Executive in lieu of notice in a series of staged
payments at the time or times that the Executive would have been paid had
he been employed during the period of notice or remainder of such period
given under sub-clause (1) above.
(5) Subclause (1) above does not limit the Company's rights to suspend any of
the Executive's duties and powers under this agreement or the General Terms
and Conditions of Employment. In addition or alternatively, the Company may
during the whole or any part of any period of notice require the Executive
to perform duties (including any modified duties arising from an exercise
by the Company of its rights under the General Terms and Conditions of
Employment) at such locations as the Company may reasonably require.
Throughout any such period of suspension the Executive's salary and other
benefits to which he is entitled under this agreement shall continue to be
paid or provided by the Company.
5. General
(1) Each of the provisions in this agreement shall be enforceable independently
of each of the others and its validity shall not be affected if any of the
others is invalid. If any of the provisions of this agreement is void but
would be valid if some part of the clause were deleted, the clause in
question shall apply with such modification as may be necessary to make it
valid.
(2) The General Terms and Conditions of Employment (a copy of which are
attached to this agreement) as amended by the Remuneration Committee from
time to time shall form part of the Executive's terms and conditions of
employment and the definitions and other provisions contained in the
interpretation clause in the General Terms and Conditions of Employment
shall apply to this agreement.
(3) The terms set out in the Schedule in accordance with the requirements of
the Employment Rights Act 1996 form part of this agreement.
(4) As from the effective date of the Employment all other agreements or
arrangements between the Executive and any Group Company relating to the
employment of the Executive shall cease to have effect.
Page 57
(5) This agreement shall be governed by and construed in accordance with
English law.
AS WITNESS the hands of the Executive and of a duly authorised representative of
the Company on the date which appears first on page 1.
SIGNED by JOHN BROWNE )
on behalf of BP p.l.c. )
in the presence of: )
SIGNED by )
ANTHONY B HAYWARD )
in the presence of: )
Page 58
THE SCHEDULE
The following constitutes the statement of the particulars of the Executive's
employment issued pursuant to the Employment Rights Act 1996. The particulars
are those which apply on the date of this agreement:
Name of employer - the Company as defined on page 1 above.
Name of employee - the Executive as defined on page 1 above.
Date of commencement of employment - see clause 1.
Date of commencement of continuous period of employment - 25 January 1982.
Scale or rate of remuneration or method of calculating remuneration - see
clause 2.
Intervals at which remuneration is paid - monthly - see clause 2.
Hours of work - there are no fixed hours of work - see also the General
Terms and Conditions of Employment.
Holidays (including public holidays) and holiday pay - the Executive shall
be entitled to 28 Working Days' holiday with pay in every calendar year. In
addition see the General Terms and Conditions of Employment.
Sickness or injury and sick pay - see the General Terms and Conditions of
Employment.
Pension - see clause 3. A contracting out certificate within the meaning of
Part III of the Pension Schemes Act 1993 is in force.
Notice - see clause 4.
Job title - Senior Executive.
Place of work - the duties of the Employment relate primarily to the United
Kingdom. The Executive shall be based at the Group's Headquarters, which
for the time being are at the employer's address as stated on page 1 above.
Collective agreements - the Company is not a party to any collective
agreement which affects the Executive's employment.
Working overseas - the Executive is not under any obligation to work
overseas for periods exceeding one month and accordingly there are no
particulars to be entered in this regard.
Discipline and grievance procedure - the Executive is subject to the Company's
Senior Executive discipline and grievance procedure.
Page 59
------------------------------------
GENERAL TERMS AND CONDITIONS
OF EMPLOYMENT
ON EXECUTIVE APPOINTMENTS
------------------------------------
Page 60
GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS
1. Interpretation
(1) In these terms and conditions:
"Employment" means the employment of the Executive by the Company under the
terms of a service agreement between the Executive and the Company;
"Associated Company" means:
(a) a company which is not a Subsidiary of the Company but whose issued
equity share capital (as defined in section 744 of the Companies Act
1985) is owned as to at least 20 per cent. by the Company or one of
its Subsidiaries; and
(b) a Subsidiary of a company within (a) above;
"CEO" means the chief executive officer of the Company and it includes his
delegate or delegates where the chief executive officer has delegated his
authority to manage the Executive or the business of the Group in which the
Executive is performing his duties;
"Group" means the Company and its subsidiaries and Associated Companies for
the time being and "Group Company" means any one of them;
"Recognised Investment Exchange" has the same meaning as in section 207 of
the Financial Services Act 1986;
"Remuneration Committee" means the remuneration committee of the board of
directors of the Company;
"Subsidiary" means a subsidiary within the meaning of section 736 of the
Companies Act 1985; and
"Working Day" means a day other than a Saturday, Sunday or bank or other
public holiday in England (or if the Executive works on a bank or other
public holiday a day's holiday taken in lieu of that holiday).
(2) References in these terms and conditions to a person include a body
corporate and an unincorporated association of persons and references to a
company include any body corporate.
(3) Any reference in these terms and conditions to a statutory provision
includes any statutory modification or re-enactment of it for the time
being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention appears.
(5) The headings in these terms and conditions do not affect their
interpretation.
(6) Where appropriate, references to the Executive include his personal
representatives.
Page 61
2. Duties
(1) The Executive shall use his best endeavours to promote and protect the
interests of the Group and shall not do anything which is harmful to those
interests.
(2) The Executive shall diligently and faithfully perform such duties and
exercise such powers as may from time to time be assigned to or vested in
him in relation to the conduct and management of the affairs of the Group
by the CEO. The CEO may also suspend all or any of the Executive's duties
and powers for such periods and on such terms as he considers expedient
(including a term that the Executive shall not attend at the Company's
premises).
(3) The Executive shall give to the CEO such information regarding the affairs
of the Group as he shall require and shall comply with all proper
instructions of the CEO.
(4) The Executive shall have the power and the authority to act in accordance
with the instructions of and within the limits prescribed by the CEO.
(5) The Executive shall comply with all codes of conduct from time to time
adopted by the Company or notified to him and with all applicable rules and
regulations of the London Stock Exchange including (without limitation) the
model code on directors' dealings in securities.
(6) The Executive shall (unless prevented by ill-health or accident or
otherwise directed by the CEO) devote the whole of his time during normal
business hours to the duties of the Employment and such additional time as
is necessary for the proper fulfilment of those duties.
(7) The Executive's salary shall be inclusive of any fees receivable by him as
a director of any Group Company and if the Executive receives any such fees
in addition to his salary he shall pay them to the Company.
(8) The Executive shall not accept any appointment to any office in relation to
any body, whether corporate or not, (other than a Group Company) or
directly or indirectly be interested in any manner in any other business
except:
(a) as holder or beneficial owner (for investment purposes only) of any
class of securities in a company if those securities are listed or
dealt in on a Recognised Investment Exchange and if the Executive
(together with his spouse, children, parents and parents' issue)
neither holds nor is beneficially interested in more than five per
cent. of the securities of that class; or
(b) with the consent in writing of the CEO which may be given subject to
any terms or conditions which the Chairman may require.
3. PLACE OF WORK of THE Executive
The duties of the Employment shall relate primarily to the United Kingdom
at such places as the CEO may from time to time require but shall extend to
travel abroad when required by the CEO.
Page 62
4. INCENTIVES
The Executive agrees that his participation in any bonus or incentive
arrangements shall be at the Remuneration Committee's sole discretion; that
he is subject to the procedures as notified to him from time to time for
setting and assessing any bonus or incentive payments under any scheme in
which he participates; and that he is subject to the procedures for making
any payments that may be due to him under the terms of any bonus or
incentive scheme in which he participates.
5. Travelling expenses
The Company shall reimburse the Executive (on production of such evidence
as it may reasonably require) the amount of all travelling and other
expenses properly and reasonably incurred by him in the discharge of his
duties.
6. Car
(1) The Company shall provide the Executive with a car appropriate to his
status for his use in the performance of his duties and, subject to any
restrictions or conditions from time to time imposed by the Company, the
Executive may use the car for his private purposes.
(2) The Company shall pay all normal servicing, insurance and running expenses
in relation to the car and all fuel expenses incurred by the Executive in
the performance of his duties.
(3) The Executive shall take good care of the car and shall observe the terms
and conditions of the insurance policy relating to it and the terms of the
Company's car policy from time to time.
7. Pensions
The Executive is entitled to become or as the case may be remain a member
of the BP Pension Scheme (the "Pension Scheme") subject to its terms. The
full terms are set out in the trust deeds and rules governing the Pension
Scheme; copies of those documents are available to the Executive on
request. The Company shall deduct from the Executive's salary any
contributions payable by him from time to time to the Pension Scheme or any
other pension scheme of the Group of which he becomes a member.
8. Medical and sickness
(1) The Company may from time to time require the Executive to be examined by a
medical adviser nominated by the Company and the Executive consents to the
medical adviser disclosing the results of the examination to the Company's
medical adviser and shall provide the Company with such formal consents as
may be necessary for this purpose.
(2) The Executive shall be paid in full during any period of absence from work
due to sickness or injury of 120 Working Days and at the rate of half of
his salary for a further period of 120 Working Days subject to the
provisions of clause 13 and to the production of satisfactory evidence from
a registered medical practitioner in respect of any period of absence in
excess of five consecutive Working Days. The periods during which the
Executive receives payment may be extended by the CEO in his discretion
following consultation with the Company's medical adviser. The Executive's
salary during any period of absence due to sickness or injury shall be
inclusive of any statutory sick pay to which he is entitled and the Company
may deduct from his salary the amount of any social security benefits he
may be entitled to receive.
Page 63
(3) If the Executive is incapable of performing his duties by reason of injury
sustained wholly or partly as a result of negligence, nuisance or breach of
any statutory duty on the part of a third party and the Executive recovers
any amount by way of compensation for loss of earnings from that third
party, he shall pay to the Company a sum equal to the amount recovered or,
if less, the amount paid to him by the Company under subclause (2) above in
respect of the relevant period of absence as a result of that injury.
9. Holidays
(1) The Executive shall take his holiday entitlement at times agreed with the
CEO.
(2) Any entitlement to holiday remaining at the end of any calendar year may be
carried forward to the next calendar year but no further. The entitlement
to holiday (and on termination of employment to holiday pay in lieu of
holiday) accrues pro rata throughout each calendar year (disregarding
fractions of days).
10. Confidential information
(1) The Executive shall not make use of or divulge to any person, and shall use
his best endeavours to prevent the use, publication or disclosure of, any
information of a confidential or secret nature:
(a) concerning the business of the Company or any Group Company and which
comes to his knowledge during the course of or in connection with his
employment or his holding any office within the Group from any source
within the Company or any Group Company: or
(b) concerning the business of any person having dealings with the Company
or any Group Company and which is obtained directly or indirectly in
circumstances in which the Company or any Group Company is subject to
a duty of confidentiality in relation to that information.
(2) This clause shall not apply to information which is:
(a) used or disclosed in the proper performance of the Executive's duties
or with the prior written consent of the Company; or
(b) ordered to be disclosed by a court of competent jurisdiction or
otherwise required to be disclosed by law.
(3) This clause shall continue to apply after the termination of the Employment
(whether terminated lawfully or not) without limit of time.
(4) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall not
be affected if any of the others is invalid. If any of those restrictions
is void but would be valid if some part of the restriction were deleted,
the restriction in question shall apply with such modification as may be
necessary to make it valid.
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11. Intellectual property
(1) In this clause "Intellectual Property Right" means a formula, process,
invention, improvement, utility model, trade mark, service mark, business
name, copyright, design right, patent, know-how, trade secret and any other
intellectual property right of any nature whatsoever throughout the world
(whether registered or unregistered and including all applications and
rights to apply for the same) which:
(a) relates to or is useful in connection with the business or any product
or service of a Group Company; and
(b) is invented, developed, created or acquired by the Executive (whether
alone or jointly with any other person) during the period of the
Employment.
(2) Subject to the provisions of the Patents Act 1977, the entire interest of
the Executive in any Intellectual Property Right shall, as between the
Executive and the Company, become the property of the Company as absolute
beneficial owner without any payment to the Executive for it.
(3) The Executive shall promptly communicate in confidence to the Company full
particulars of any Intellectual Property Right (whether or not it is vested
in the Company pursuant to subclause (2) above or otherwise) and the
Executive shall not use, disclose to any person or exploit any Intellectual
Property Right belonging to the Company without the prior written consent
of the Company.
(4) The Executive shall, at the request and expense of the Company, prepare and
execute such instruments and do such other acts and things as may be
necessary or desirable to enable the Company or its nominee to obtain the
protection of any Intellectual Property Right vested in the Company in such
parts of the world as may be specified by the Company or its nominee and to
enable the Company to exploit any Intellectual Property Right vested in the
Company to best advantage.
Page 65
(5) The obligations of the Executive under subclauses (2) to (4) above shall
continue to apply after the termination of the Employment (whether
terminated lawfully or not). Each of those obligations is enforceable
independently of each of the others and its validity shall not be affected
if any of the others is unenforceable to any extent.
12. Termination of Employment
(1) If the Executive:
(a) becomes of unsound mind or is, or may be, suffering from mental
disorder and either:
(i) he is admitted to hospital for treatment under the Mental Health
Act 1983; or
(ii) an order is made by any competent court for his detention or for
the appointment of a receiver, curator bonis or other person to
exercise powers with respect to his property or affairs; or
(b) is unable properly to perform his duties by reason of ill-health,
accident or otherwise for a period of 12 consecutive months; or
(c) fails or neglects efficiently and diligently to discharge his duties
or is guilty of any serious or repeated breach of his obligations
under this agreement (including any consent granted under it); or
(d) is guilty of serious misconduct or any other conduct which affects or
is likely to affect prejudicially the interests of the Company or the
Group or is convicted of an arrestable offence (other than a road
traffic offence for which a non-custodial penalty is imposed); or
(e) becomes bankrupt or makes any arrangement or composition with his
creditors; or
(f) is disqualified from being a director of any company by reason of an
order made by any competent court,
the Company may (whether or not any notice of termination has been given)
by written notice to the Executive terminate the Employment with immediate
effect but a notice under paragraph (b) above may be given by the Company
to the Executive only within 90 days after the end of any period or periods
of disability referred to in that paragraph.
(2) During any period of notice of termination of the Employment (whether or
not such notice has been given by the Company or the Executive) the Company
may require the Executive to take any holiday to which the Executive is
entitled at such time or times as the Company may decide.
(3) If the Executive is appointed as a director or officer of the Company or of
any Group Company and the Executive ceases to be a director or officer of
the Company or of that Group Company (for any reason whatsoever) that shall
not terminate the Employment.
(4) On the termination of the Employment in any way (whether lawfully or
otherwise) the Executive shall immediately:
(a) return the car and its keys to the Company at such place as it shall
nominate for the purpose; and
(b) deliver to the Company's Group Human Resources Department all property
in his possession, custody or under his control belonging to any Group
Company including (but not limited to) business cards, credit and
charge cards, security and computer passes, original and copy
documents or other media on which information is held in his
possession relating to the business or affairs of any Group Company;
and
(c) resign all offices held by him in any Group Company (without prejudice
to the rights of any party arising out of the termination of the
Employment).
(5) The Executive hereby authorises the Company to deduct from any amounts
payable by the Company to the Executive on the termination of the
Employment any sums due to the Company from the Executive.
Page 66
(6) With effect from the date of termination of the Employment, all the rights
and obligations of the parties shall cease except for those which are
expressed to continue after that date and except in relation to any breach
of any provision of these terms and conditions or any other agreement
between the Company and the Executive before that date. Termination of the
Employment shall not prejudice any other rights of the Company.
13. General
These terms and conditions shall be governed by and construed in accordance
with English law.
14. Notices
(1) Any notice or other document to be served under any agreement between the
Company and the Executive may, in the case of the Company, be delivered or
sent by first class post or telex or facsimile process to the Company at
its registered office for the time being and, in the case of the Executive,
may be delivered to him or sent by first class post to his usual or last
known place of residence.
(2) Any such notice or other document shall be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10.00 a.m. on the second Working Day after it was put
into the post; or
(c) if sent by telex or facsimile process, at the expiration of two hours
after the time of despatch, if despatched before 3.00 p.m. on any
Working Day, and in any other case at 10.00 a.m. on the Working Day
following the date of despatch.
(3) In proving such service it shall be sufficient to prove that delivery was
made or that the envelope containing such notice or other document was
properly addressed and posted as a pre-paid first class letter or that the
telex or facsimile message was properly addressed and despatched as the
case may be.
Page 67
DATED JANUARY 2003
BP p.l.c.
and
John Alexander Manzoni
------------------------
SERVICE AGREEMENT
------------------------
ALLEN & OVERY
Page 68
THIS AGREEMENT is made on January 2003
BETWEEN:
(1) BP p.l.c. (registered number 102498) whose registered office is at 1 St
James's Square, London SW1Y 4PD (the "Company"); and
(2) John Alexander Manzoni c/o BP p.l.c., 1 St James's Square, London SW1Y 4PD
(the "Executive")
IT IS AGREED as follows:
1. Employment
The Company shall continue to employ the Executive and the Executive shall
assume the position of a Senior Executive of the Company on the terms set
out in this agreement (the "Employment"). The Employment in this position
shall take effect from 1 February 2003.
2. Salary
(1) The Company shall pay to the Executive a salary at the rate
of(pound)400,000 per annum.
(2) The Executive's salary shall be reviewed at the discretion of the
Remuneration Committee.
(3) The Executive's salary shall accrue from day to day and be payable by equal
instalments in arrears on the last day of every month.
3. Pensions
The Executive is entitled to continue to be a member of The BP Pension
Scheme (the "Pension Scheme") subject to its terms. The Executive is
entitled to benefits under the Pension Scheme in accordance with the
separate arrangements made between the Company and the trustees of the
Pension Scheme for the benefit of the Executive and as notified to him from
time to time by the Company.
4. Termination of Employment
(1) The Company or the Executive may terminate the Employment by giving to the
other party at least 12 months' notice in writing expiring at any time.
(2) The Employment will automatically terminate (if not already terminated) on
the day before the Executive's 60th birthday.
(3) The Company may at any time terminate the Employment with immediate effect
by giving notice in writing to the Executive on terms that the Company
shall pay to the Executive, in lieu of the remainder of the term of the
Employment or, as the case may be, notice under subclause (1) above, an
amount equal to 12 months' salary or the amount of salary that would have
been paid to the Executive if the Employment terminated on the expiry of
the remainder of any notice given under subclause (1) above as the case may
be provided that the Executive's entitlement to the payment shall be
conditional on him agreeing to comply with his obligations to the Company
following the termination of the Employment (which include, but without
limiting the generality of the foregoing his obligations not to use or
disclose the Company's or the Group's confidential information under the
General Terms and Conditions of Employment).
Page 69
(4) The Company may in circumstances where the Remuneration Committee
reasonably deems it to be in the Company's best interests elect that in
place of a lump sum payment in lieu of notice under sub-clause (3) above
the Company will pay the Executive in lieu of notice in a series of staged
payments at the time or times that the Executive would have been paid had
he been employed during the period of notice or remainder of such period
given under sub-clause (1) above.
(5) Subclause (1) above does not limit the Company's rights to suspend any of
the Executive's duties and powers under this agreement or the General Terms
and Conditions of Employment. In addition or alternatively, the Company may
during the whole or any part of any period of notice require the Executive
to perform duties (including any modified duties arising from an exercise
by the Company of its rights under the General Terms and Conditions of
Employment) at such locations as the Company may reasonably require.
Throughout any such period of suspension the Executive's salary and other
benefits to which he is entitled under this agreement shall continue to be
paid or provided by the Company.
5. General
(1) Each of the provisions in this agreement shall be enforceable independently
of each of the others and its validity shall not be affected if any of the
others is invalid. If any of the provisions of this agreement is void but
would be valid if some part of the clause were deleted, the clause in
question shall apply with such modification as may be necessary to make it
valid.
(2) The General Terms and Conditions of Employment (a copy of which are
attached to this agreement) as amended by the Remuneration Committee from
time to time shall form part of the Executive's terms and conditions of
employment and the definitions and other provisions contained in the
interpretation clause in the General Terms and Conditions of Employment
shall apply to this agreement.
(3) The terms set out in the Schedule in accordance with the requirements of
the Employment Rights Act 1996 form part of this agreement.
(4) As from the effective date of the Employment all other agreements or
arrangements between the Executive and any Group Company relating to the
employment of the Executive shall cease to have effect.
Page 70
(5) This agreement shall be governed by and construed in accordance with
English law.
AS WITNESS the hands of the Executive and of a duly authorised representative of
the Company on the date which appears first on page 1.
SIGNED by JOHN BROWNE )
on behalf of BP p.l.c. )
in the presence of: )
SIGNED by )
JOHN A MANZONI )
in the presence of: )
Page 71
THE SCHEDULE
The following constitutes the statement of the particulars of the Executive's
employment issued pursuant to the Employment Rights Act 1996. The particulars
are those which apply on the date of this agreement:
Name of employer - the Company as defined on page 1 above.
Name of employee - the Executive as defined on page 1 above.
Date of commencement of employment - see clause 1.
Date of commencement of continuous period of employment - 10 October 1983.
Scale or rate of remuneration or method of calculating remuneration - see
clause 2.
Intervals at which remuneration is paid - monthly - see clause 2.
Hours of work - there are no fixed hours of work - see also the General
Terms and Conditions of Employment.
Holidays (including public holidays) and holiday pay - the Executive shall
be entitled to 28 Working Days' holiday with pay in every calendar year. In
addition see the General Terms and Conditions of Employment.
Sickness or injury and sick pay - see the General Terms and Conditions of
Employment.
Pension - see clause 3. A contracting out certificate within the meaning of
Part III of the Pension Schemes Act 1993 is in force.
Notice - see clause 4.
Job title - Senior Executive.
Place of work - the duties of the Employment relate primarily to the United
Kingdom. The Executive shall be based at the Group's Headquarters, which
for the time being are at the employer's address as stated on page 1 above.
Collective agreements - the Company is not a party to any collective
agreement which affects the Executive's employment.
Working overseas - the Executive is not under any obligation to work
overseas for periods exceeding one month and accordingly there are no
particulars to be entered in this regard.
Discipline and grievance procedure - the Executive is subject to the Company's
Senior Executive discipline and grievance procedure.
Page 72
------------------------------------
GENERAL TERMS AND CONDITIONS
OF EMPLOYMENT
ON EXECUTIVE APPOINTMENTS
------------------------------------
Page 73
GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS
1. Interpretation
(1) In these terms and conditions:
"Employment" means the employment of the Executive by the Company under the
terms of a service agreement between the Executive and the Company;
"Associated Company" means:
(a) a company which is not a Subsidiary of the Company but whose issued
equity share capital (as defined in section 744 of the Companies Act
1985) is owned as to at least 20 per cent. by the Company or one of
its Subsidiaries; and
(b) a Subsidiary of a company within (a) above;
"CEO" means the chief executive officer of the Company and it includes his
delegate or delegates where the chief executive officer has delegated his
authority to manage the Executive or the business of the Group in which the
Executive is performing his duties;
"Group" means the Company and its subsidiaries and Associated Companies for
the time being and "Group Company" means any one of them;
"Recognised Investment Exchange" has the same meaning as in section 207 of
the Financial Services Act 1986;
"Remuneration Committee" means the remuneration committee of the board of
directors of the Company;
"Subsidiary" means a subsidiary within the meaning of section 736 of the
Companies Act 1985; and
"Working Day" means a day other than a Saturday, Sunday or bank or other
public holiday in England (or if the Executive works on a bank or other
public holiday a day's holiday taken in lieu of that holiday).
(2) References in these terms and conditions to a person include a body
corporate and an unincorporated association of persons and references to a
company include any body corporate.
(3) Any reference in these terms and conditions to a statutory provision
includes any statutory modification or re-enactment of it for the time
being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention appears.
(5) The headings in these terms and conditions do not affect their
interpretation.
(6) Where appropriate, references to the Executive include his personal
representatives.
Page 74
2. Duties
(1) The Executive shall use his best endeavours to promote and protect the
interests of the Group and shall not do anything which is harmful to those
interests.
(2) The Executive shall diligently and faithfully perform such duties and
exercise such powers as may from time to time be assigned to or vested in
him in relation to the conduct and management of the affairs of the Group
by the CEO. The CEO may also suspend all or any of the Executive's duties
and powers for such periods and on such terms as he considers expedient
(including a term that the Executive shall not attend at the Company's
premises).
(3) The Executive shall give to the CEO such information regarding the affairs
of the Group as he shall require and shall comply with all proper
instructions of the CEO.
(4) The Executive shall have the power and the authority to act in accordance
with the instructions of and within the limits prescribed by the CEO.
(5) The Executive shall comply with all codes of conduct from time to time
adopted by the Company or notified to him and with all applicable rules and
regulations of the London Stock Exchange including (without limitation) the
model code on directors' dealings in securities.
(6) The Executive shall (unless prevented by ill-health or accident or
otherwise directed by the CEO) devote the whole of his time during normal
business hours to the duties of the Employment and such additional time as
is necessary for the proper fulfilment of those duties.
(7) The Executive's salary shall be inclusive of any fees receivable by him as
a director of any Group Company and if the Executive receives any such fees
in addition to his salary he shall pay them to the Company.
(8) The Executive shall not accept any appointment to any office in relation to
any body, whether corporate or not, (other than a Group Company) or
directly or indirectly be interested in any manner in any other business
except:
(a) as holder or beneficial owner (for investment purposes only) of any
class of securities in a company if those securities are listed or
dealt in on a Recognised Investment Exchange and if the Executive
(together with his spouse, children, parents and parents' issue)
neither holds nor is beneficially interested in more than five per
cent. of the securities of that class; or
(b) with the consent in writing of the CEO which may be given subject to
any terms or conditions which the Chairman may require.
3. PLACE OF WORK of THE Executive
The duties of the Employment shall relate primarily to the United Kingdom
at such places as the CEO may from time to time require but shall extend to
travel abroad when required by the CEO.
Page 75
4. INCENTIVES
The Executive agrees that his participation in any bonus or incentive
arrangements shall be at the Remuneration Committee's sole discretion; that
he is subject to the procedures as notified to him from time to time for
setting and assessing any bonus or incentive payments under any scheme in
which he participates; and that he is subject to the procedures for making
any payments that may be due to him under the terms of any bonus or
incentive scheme in which he participates.
5. Travelling expenses
The Company shall reimburse the Executive (on production of such evidence
as it may reasonably require) the amount of all travelling and other
expenses properly and reasonably incurred by him in the discharge of his
duties.
6. Car
(1) The Company shall provide the Executive with a car appropriate to his
status for his use in the performance of his duties and, subject to any
restrictions or conditions from time to time imposed by the Company, the
Executive may use the car for his private purposes.
(2) The Company shall pay all normal servicing, insurance and running expenses
in relation to the car and all fuel expenses incurred by the Executive in
the performance of his duties.
(3) The Executive shall take good care of the car and shall observe the terms
and conditions of the insurance policy relating to it and the terms of the
Company's car policy from time to time.
7. Pensions
The Executive is entitled to become or as the case may be remain a member
of the BP Pension Scheme (the "Pension Scheme") subject to its terms. The
full terms are set out in the trust deeds and rules governing the Pension
Scheme; copies of those documents are available to the Executive on
request. The Company shall deduct from the Executive's salary any
contributions payable by him from time to time to the Pension Scheme or any
other pension scheme of the Group of which he becomes a member.
8. Medical and sickness
(1) The Company may from time to time require the Executive to be examined by a
medical adviser nominated by the Company and the Executive consents to the
medical adviser disclosing the results of the examination to the Company's
medical adviser and shall provide the Company with such formal consents as
may be necessary for this purpose.
(2) The Executive shall be paid in full during any period of absence from work
due to sickness or injury of 120 Working Days and at the rate of half of
his salary for a further period of 120 Working Days subject to the
provisions of clause 13 and to the production of satisfactory evidence from
a registered medical practitioner in respect of any period of absence in
excess of five consecutive Working Days. The periods during which the
Executive receives payment may be extended by the CEO in his discretion
following consultation with the Company's medical adviser. The Executive's
salary during any period of absence due to sickness or injury shall be
inclusive of any statutory sick pay to which he is entitled and the Company
may deduct from his salary the amount of any social security benefits he
may be entitled to receive.
Page 76
(3) If the Executive is incapable of performing his duties by reason of injury
sustained wholly or partly as a result of negligence, nuisance or breach of
any statutory duty on the part of a third party and the Executive recovers
any amount by way of compensation for loss of earnings from that third
party, he shall pay to the Company a sum equal to the amount recovered or,
if less, the amount paid to him by the Company under subclause (2) above in
respect of the relevant period of absence as a result of that injury.
9. Holidays
(1) The Executive shall take his holiday entitlement at times agreed with the
CEO.
(2) Any entitlement to holiday remaining at the end of any calendar year may be
carried forward to the next calendar year but no further. The entitlement
to holiday (and on termination of employment to holiday pay in lieu of
holiday) accrues pro rata throughout each calendar year (disregarding
fractions of days).
10. Confidential information
(1) The Executive shall not make use of or divulge to any person, and shall use
his best endeavours to prevent the use, publication or disclosure of, any
information of a confidential or secret nature:
(a) concerning the business of the Company or any Group Company and which
comes to his knowledge during the course of or in connection with his
employment or his holding any office within the Group from any source
within the Company or any Group Company: or
(b) concerning the business of any person having dealings with the Company
or any Group Company and which is obtained directly or indirectly in
circumstances in which the Company or any Group Company is subject to
a duty of confidentiality in relation to that information.
(2) This clause shall not apply to information which is:
(a) used or disclosed in the proper performance of the Executive's duties
or with the prior written consent of the Company; or
(b) ordered to be disclosed by a court of competent jurisdiction or
otherwise required to be disclosed by law.
(3) This clause shall continue to apply after the termination of the Employment
(whether terminated lawfully or not) without limit of time.
(4) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall not
be affected if any of the others is invalid. If any of those restrictions
is void but would be valid if some part of the restriction were deleted,
the restriction in question shall apply with such modification as may be
necessary to make it valid.
Page 77
11. Intellectual property
(1) In this clause "Intellectual Property Right" means a formula, process,
invention, improvement, utility model, trade mark, service mark, business
name, copyright, design right, patent, know-how, trade secret and any other
intellectual property right of any nature whatsoever throughout the world
(whether registered or unregistered and including all applications and
rights to apply for the same) which:
(a) relates to or is useful in connection with the business or any product
or service of a Group Company; and
(b) is invented, developed, created or acquired by the Executive (whether
alone or jointly with any other person) during the period of the
Employment.
(2) Subject to the provisions of the Patents Act 1977, the entire interest of
the Executive in any Intellectual Property Right shall, as between the
Executive and the Company, become the property of the Company as absolute
beneficial owner without any payment to the Executive for it.
(3) The Executive shall promptly communicate in confidence to the Company full
particulars of any Intellectual Property Right (whether or not it is vested
in the Company pursuant to subclause (2) above or otherwise) and the
Executive shall not use, disclose to any person or exploit any Intellectual
Property Right belonging to the Company without the prior written consent
of the Company.
(4) The Executive shall, at the request and expense of the Company, prepare and
execute such instruments and do such other acts and things as may be
necessary or desirable to enable the Company or its nominee to obtain the
protection of any Intellectual Property Right vested in the Company in such
parts of the world as may be specified by the Company or its nominee and to
enable the Company to exploit any Intellectual Property Right vested in the
Company to best advantage.
Page 78
(5) The obligations of the Executive under subclauses (2) to (4) above shall
continue to apply after the termination of the Employment (whether
terminated lawfully or not). Each of those obligations is enforceable
independently of each of the others and its validity shall not be affected
if any of the others is unenforceable to any extent.
12. Termination of Employment
(1) If the Executive:
(a) becomes of unsound mind or is, or may be, suffering from mental
disorder and either:
(i) he is admitted to hospital for treatment under the Mental Health
Act 1983; or
(ii) an order is made by any competent court for his detention or for
the appointment of a receiver, curator bonis or other person to
exercise powers with respect to his property or affairs; or
(b) is unable properly to perform his duties by reason of ill-health,
accident or otherwise for a period of 12 consecutive months; or
(c) fails or neglects efficiently and diligently to discharge his duties
or is guilty of any serious or repeated breach of his obligations
under this agreement (including any consent granted under it); or
(d) is guilty of serious misconduct or any other conduct which affects or
is likely to affect prejudicially the interests of the Company or the
Group or is convicted of an arrestable offence (other than a road
traffic offence for which a non-custodial penalty is imposed); or
(e) becomes bankrupt or makes any arrangement or composition with his
creditors; or
(f) is disqualified from being a director of any company by reason of an
order made by any competent court,
the Company may (whether or not any notice of termination has been given)
by written notice to the Executive terminate the Employment with immediate
effect but a notice under paragraph (b) above may be given by the Company
to the Executive only within 90 days after the end of any period or periods
of disability referred to in that paragraph.
(2) During any period of notice of termination of the Employment (whether or
not such notice has been given by the Company or the Executive) the Company
may require the Executive to take any holiday to which the Executive is
entitled at such time or times as the Company may decide.
(3) If the Executive is appointed as a director or officer of the Company or of
any Group Company and the Executive ceases to be a director or officer of
the Company or of that Group Company (for any reason whatsoever) that shall
not terminate the Employment.
(4) On the termination of the Employment in any way (whether lawfully or
otherwise) the Executive shall immediately:
(a) return the car and its keys to the Company at such place as it shall
nominate for the purpose; and
(b) deliver to the Company's Group Human Resources Department all property
in his possession, custody or under his control belonging to any Group
Company including (but not limited to) business cards, credit and
charge cards, security and computer passes, original and copy
documents or other media on which information is held in his
possession relating to the business or affairs of any Group Company;
and
(c) resign all offices held by him in any Group Company (without prejudice
to the rights of any party arising out of the termination of the
Employment).
(5) The Executive hereby authorises the Company to deduct from any amounts
payable by the Company to the Executive on the termination of the
Employment any sums due to the Company from the Executive.
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(6) With effect from the date of termination of the Employment, all the rights
and obligations of the parties shall cease except for those which are
expressed to continue after that date and except in relation to any breach
of any provision of these terms and conditions or any other agreement
between the Company and the Executive before that date. Termination of the
Employment shall not prejudice any other rights of the Company.
13. General
These terms and conditions shall be governed by and construed in accordance
with English law.
14. Notices
(1) Any notice or other document to be served under any agreement between the
Company and the Executive may, in the case of the Company, be delivered or
sent by first class post or telex or facsimile process to the Company at
its registered office for the time being and, in the case of the Executive,
may be delivered to him or sent by first class post to his usual or last
known place of residence.
(2) Any such notice or other document shall be deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10.00 a.m. on the second Working Day after it was put
into the post; or
(c) if sent by telex or facsimile process, at the expiration of two hours
after the time of despatch, if despatched before 3.00 p.m. on any
Working Day, and in any other case at 10.00 a.m. on the Working Day
following the date of despatch.
(3) In proving such service it shall be sufficient to prove that delivery was
made or that the envelope containing such notice or other document was
properly addressed and posted as a pre-paid first class letter or that the
telex or facsimile message was properly addressed and despatched as the
case may be.
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DATED 31st December 1997
THE BRITISH PETROLEUM COMPANY p.l.c.
and
RICHARD LAKE OLVER
SERVICE AGREEMENT
Page 81
THIS AGREEMENT is made on 31st December 1997 BETWEEN:
(1) THE BRITISH PETROLEUM COMPANY p.l.c. (registered number 102498)
whose registered office is at Britannic House. 1 Finsbury Circus,
London EC2M 7BA (the `Company'); and
(2) RICHARD LAKE OLVER of Bay Lodge, Mill Lane, Danbury, Essex CM3 4HY (the
Executive)
IT IS AGREED as follows:
1. EMPLOYMENT
The Company shall continue to employ the Executive and the Executive
shall assume the position of a Senior Executive of the Company on the
terms set out in this agreement (the `Employment'). The Employment in
this position shall take effect from 1st January 1998.
2. SALARY
(1) The Company shall pay to the Executive a salary at the rate of
(pound)300,000 per annum.
(2) The Executive's salary shall be reviewed at the discretion of the
Company.
(3) The Executive's salary shall accrue from day to day and be payable by
equal instalments in arrears on the last day of every month.
3. PENSIONS
The Executive is entitled to continue to he a member of The BP Pension
Scheme (the `Pension Scheme') subject to its terms. The Executive is
entitled to benefits under the Pension Scheme in accordance with the
separate arrangements made between the Company and the trustees of the
Pension Scheme for the benefit of the Executive and as notified to him
from time to time by the Company.
4. TERMINATION OF EMPLOYMENT
(1) The Company or the Executive may terminate the Employment by giving to
the other party at least 12 months notice in writing expiring at any
time.
(2) The Company may at any time terminate the Employment with immediate
effect by giving notice in writing to the Executive on terms that the
Company shall pay to the Executive, in lieu of notice under subclause (1)
above, an amount equal to 12 months' salary or the amount of salary that
would have been paid to the Executive if the Employment terminated on the
expiry of the remainder of any notice given under subclause (1) above
provided that the Executive's entitlement to the payment shall be
conditional on him agreeing to comply with his obligations to the Company
following the termination of the Employment (which include, but without
limiting the generality of the foregoing his obligations not to use or
disclose the Company's or the Group's confidential information under the
General Terms and Conditions of Employment).
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(3) Subclause (1) above does not limit the Company's rights to suspend any of
the Executive's duties and powers under this agreement or the General
Terms and Conditions of Employment. In addition or alternatively, the
Company may during the whole or any part of any period of notice require
the Executive to perform duties (including any modified duties arising
from an exercise by the Company of its rights under the General Terms and
Conditions of Employment) at such locations as the Company may reasonably
require. Throughout any such period of suspension the Executive's salary
and other benefits to which he is entitled under this agreement shall
continue to be paid or provided by the Company.
5. GENERAL
(1) Each of the provisions in this agreement shall be enforceable
independently of each of the others and its validity shall not be
affected if any of the others is invalid. If any of the provisions of
this agreement is void but would be valid if some part of the clause were
deleted, the clause in question shall apply with such modification as may
be necessary to make it valid.
(2) The General Terms and Conditions of Employment (a copy of which are
attached to this agreement) as amended by the Company from time to time
shall form part of the Executive's terms and conditions of employment and
the definitions and other provisions contained in the interpretation
clause in the General Terms and Conditions of Employment shall apply to
this agreement.
(3) The terms set out in the Schedule in accordance with the requirements of
the Employment Rights Act 1996 form part of this agreement.
(4) As from the effective date of the Employment all other agreements or
arrangements between the Executive and any Group Company relating to the
employment of the Executive shall cease to have effect.
(5) This agreement shall be governed by and construed in accordance with
English law.
AS WITNESS the hands of the Executive and of a duly authorized representative of
the Company on the date which appears first on page 1.
SIGNED by E.J.P. BROWNE
on behalf of THE BRITISH PETROLEUM
COMPANY p.l.c.
in the prescence of
SIGNED by RICHARD LAKE OLVER
in the presence of
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THE SCHEDULE
The following constitutes the statement of the particulars of the Executive's
employment issued pursuant to the Employment Rights Act 1996. The particulars
are those which apply on the date of this agreement:
Name of employer - the Company as defined on page 1 above,
Name of employee - the Executive as defined on page 1 above.
Date of commencement of employment - see clause 1.
Date of commencement of continuous period of employment - 3rd December,
1973.
Scale or rate of remuneration or method of calculating remuneration - see
clause 2.
Intervals at which remuneration is paid - monthly - see clause 2.
Hours of work - there are no fixed hours of work - see also the General
Terms and Conditions of Employment.
Holidays (including public holidays) and holiday pay - the Executive
shall be entitled to 28 Working Days' holiday with pay in every calendar
year. In addition see the General Terms and Conditions of Employment.
Sickness or injury and sick pay - see the General Terms and Conditions of
Employment.
Pension - see clause 3. A contracting out certificate within the meaning
of Part III of the Pension Schemes Act 1993 is in force.
Notice - see clause 4.
Job title - Senior Executive.
Place of work - the duties of the Employment relate primarily to the
United Kingdom. The Executive shall be based at the Group's Headquarters,
which for the time being are at the employer's address as stated on page
1 above.
Collective agreements - the Company is not a party to any collective
agreement which affects the Executive's employment.
Working overseas - the Executive is not under any obligation to work
overseas for periods exceeding one month and accordingly there are no
particulars to be entered in this regard.
Discipline and grievance procedure - there are no specific disciplinary
rules applicable to the Executive's employment. If the Executive is
dissatisfied with any disciplinary decision or seeks to redress any
grievance relating to his employment, he should raise this with the CEO.
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GENERAL TERMS AND CONDIITIONS
OF EMPLOYMENT
ON EXECUTIVE APPOINTMENTS
Page 85
CONTENTS
CLAUSE PAGE
1. Interpretation 1
2. Duties 1
3. Place of Work of the Executive 2
4. Incentives 2
5. Travelling Expenses 3
6 Car 3
7. Pension 3
8. Medical and Sickness 3
9. Holidays 4
10. Confidential Information 4
11. Intellectual Property 4
12. Termination of Employment 5
13. General 7
14. Notices 7
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GENERAL TERMS AND CONDITIONS ON EXECUTIVE APPOINTMENTS
1. INTERPRETATION
(1) In these terms and conditions:
`Employment' means the employment of the Executive by the Company under
the terms of a service agreement between the Executive and the Company;
`Associated Company' means:
(a) a company which is not a Subsidiary of the Company but whose issued
equity share capital (as defined in section 744 of the Companies
Act 1985) is owned as to at least 20 per cent by the Company or one
of its Subsidiaries; and
(b) a Subsidiary of a company within (a) above;
`CEO' means the chief executive officer of the Company and it includes
his delegate or delegates where the chief executive officer has delegated
his authority to manage the Executive or the business of the Group in
which the Executive is performing his duties;
`Group' means the Company and its subsidiaries and Associated Companies
for the time being and `Group Company' means any one of them;
`Recognized Investment Exchange' has the same meaning as in section
207 of the Financial Services Act 1986;
`Subsidiary' means a subsidiary within the meaning of section 736 of
the Companies Act 1985; and
`Working Day' means a day other than a Saturday, Sunday or bank or other
public holiday in England (or if the Executive works on a bank or other
public holiday a day's holiday taken in lieu of that holiday).
(2) References in these terms and conditions to a person include a body
corporate and an unincorporated association of persons and references to
a company include any body corporate.
(3) Any reference in these terms and conditions to a statutory provision
includes any statutory modification or re-enactment of it for the time
being in force.
(4) Subclauses (1) to (3) above apply unless the contrary intention
appears.
(5) The headings in these terms and conditions do not affect their
interpretation.
(6) Where appropriate, references to the Executive include his personal
representatives.
Page 87
2. DUTIES
(1) The Executive shall use his best endeavours to promote and protect the
interests of the Group and shall not do anything which is harmful to
those interests.
(2) The Executive shall diligently and faithfully perform such duties and
exercise such powers as may from time to time be assigned to or vested in
him in relation to the conduct and management of the affairs of the Group
by the CEO. The CEO may also suspend all or any of the Executive's duties
and powers for such periods and on such terms as he considers expedient
(including a term that the Executive shall not attend at the Company's
premises).
(3) The Executive shall give to the CEO such information regarding the
affairs of the Group as he shall require and shall comply with all proper
instructions of the CEO.
(4) The Executive shall have the power and the authority to act in accordance
with the instructions of and within the limits prescribed by the CEO.
(5) The Executive shall comply with all codes of conduct from time to time
adopted by the Company and with all applicable rules and regulations of
the London Stock Exchange including (without limitation) the model code
on directors' dealings in securities.
(6) The Executive shall (unless prevented by ill-health or accident or
otherwise directed by the CEO) devote the whole of his time during normal
business hours to the duties of the Employment and such additional time
as is necessary for the proper fulfilment of those duties.
(7) The Executive's salary shall be inclusive of any fees receivable by him
as a director of any Group Company and if the Executive receives any such
fees in addition to his salary he shall pay them to the Company.
(8) The Executive shall not accept any appointment to any office in relation
to any body whether corporate or not, (other than a Group Company) or
directly or indirectly be interested in any manner in any other business
except:
(a) as holder or beneficial owner (for investment purposes only) of any
class of securities in a company if those securities are listed or
dealt in on a Recognized Investment Exchange and if the Executive
(together with his spouse, children, parents and parents issue)
neither holds nor is beneficially interested in more than five per
cent. of the securities of that class; or
(b) with the consent in writing of the Company which may be given
subject to any terms or conditions which the Company requires.
3. PLACE OF WORK OF THE EXECUTIVE
The duties of the Employment shall relate primarily to the United Kingdom
at such places as the Company may from time to time require but shall
extend to travel abroad when required by the Company.
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4. INCENTIVES
The Executive agrees that his participation in any bonus or incentive
arrangements shall be at the Company's sole discretion; that he is
subject to the Company's procedures as notified to him from time to time
for setting and assessing any bonus or incentive payments under any
scheme in which he participates; and that he is subject to the procedures
for making any payments that may be due to him under the terms of any
bonus or incentive scheme in which he participates.
5. TRAVELLING EXPENSES
The Company shall reimburse the Executive (on production of such evidence
as it may reasonably require) the amount of all travelling and other
expenses properly and reasonably incurred by him in the discharge of his
duties.
6. CAR
(1) The Company shall provide the Executive with a car appropriate to his
status for his use in the performance of his duties and, subject to any
restrictions or conditions from time to time imposed by the Company, the
Executive may use the car for his private purposes.
(2) The Company shall pay all normal servicing, insurance and running
expenses in relation to the car and all fuel expenses incurred by the
Executive in the performance of his duties.
(3) The Executive shall take good care of the car and shall observe the terms
and conditions of the insurance policy relating to it and the terms of
the Company's car policy from time to time.
7. PENSIONS
The Executive is entitled to become or as the case may be remain a member
of the BP Pension Scheme (the `Pension Scheme') subject to its terms. The
full terms are set out in the trust deeds and rules governing the Pension
Scheme; copies of those documents are available to the Executive on
request. The Company shall deduct from the Executive's salary any
contributions payable by him from time to time to the Pension Scheme or
any other pension scheme of the Group of which he becomes a member.
8. MEDICAL AND SICKNESS
(1) The Company may from time to time require the Executive to be examined by
a medical adviser nominated by the Company and the Executive consents to
the medical adviser disclosing the results of the examination to the
Company and shall provide the Company with such formal consents as may be
necessary for this purpose.
Page 89
(2) The Executive shall he paid in full during any period of absence from
work due to sickness or injury of 120 Working Days and at the rate of
half of his salary for a further period of 120 Working Days subject to
the provisions of clause 13 and to the production of satisfactory
evidence from a registered medical practitioner in respect of any period
of absence in excess of five consecutive Working Days. The periods during
which the Executive receives payment may be extended by the CEO in his
discretion following consultation with the Company's medical adviser. The
Executive's salary during any period of absence due to sickness or injury
shall be inclusive of any statutory sick pay to which he is entitled and
the Company may deduct from his salary the amount of any social security
benefits he may be entitled to receive.
(3) If the Executive is incapable of performing his duties by reason of
injury sustained wholly or partly as a result of negligence, nuisance or
breach of any statutory duty on the part of a third party and the
Executive recovers any amount by way of compensation for loss of earnings
from that third party, he shall pay to the Company a sum equal to the
amount recovered or, if less, the amount paid to him by the Company under
subclause (2) above in respect of the relevant period of absence as a
result of that injury.
9. HOLIDAYS
(1) The Executive shall take his holiday entitlement at times agreed with the
Company.
(2) Any entitlement to holiday remaining at the end of any calendar year may
be carried forward to the next calendar year but no further. The
entitlement to holiday (and on termination of employment to holiday pay
in lieu of holiday) accrues pro rata throughout each calendar year
(disregarding fractions of days).
10. CONFIDENTIAL INFORMATION
(1) The Executive shall not make use of or divulge to any person. and shall
use his best endeavours to prevent the use, publication or disclosure of,
any information of a confidential or secret nature:
(a) concerning the business of the Company or any Group Company and
which comes to his knowledge during the course of or in connection
with his employment or his holding any office within the Group
from any source within the Company or any Group Company: or
(b) concerning the business of any person having dealings with the
Company or any Group Company and which is obtained directly or
indirectly in circumstances in which the Company or any Group
Company is subject to a duty of confidentiality in relation to
that information
(2) This clause shall not apply to information which is:
(a) used or disclosed in the proper performance of the Executive's
duties or with the prior written consent of the Company; or
(b) ordered to be disclosed by a court of competent jurisdiction or
otherwise required to be disclosed by law.
Page 90
(3) This clause shall continue to apply after the termination of the
Employment (whether terminated lawfully or not) without limit of time.
(4) Each of the restrictions in each paragraph or subclause above shall be
enforceable independently of each of the others and its validity shall
not be affected if any of the others is invalid. If any of those
restrictions is void but would be valid if some part of the restriction
were deleted, the restriction in question shall apply with such
modification as may be necessary to make it valid.
11. INTELLECTUAL PROPERTY
(1) In this clause `Intellectual Property Right' means a formula, process,
invention. improvement, utility model, trade mark, service mark, business
name, copyright, design right. patent, know-how, trade secret and any
other intellectual property right of any nature whatsoever throughout the
world (whether registered or unregistered and including all applications
and rights to apply for the same) which:
(a) relates to or is useful in connection with the business or any
product or service of a Group Company; and
(b) is invented, developed, created or acquired by the Executive
(whether alone or jointly with any other person) during the period
of the Employment.
(2) Subject to the provisions of the Patents Act 1977, the entire interest of
the Executive in any Intellectual Property Right shall, as between the
Executive and the Company, become the property of the Company as absolute
beneficial owner without any payment to the Executive for it.
(3) The Executive shall promptly communicate in confidence to the Company
full particulars of any Intellectual Property Right (whether or not it is
vested in the Company pursuant to subclause (2) above or otherwise) and
the Executive shall not use, disclose to any person or exploit any
Intellectual Property Right belonging to the Company without the prior
written consent of the Company.
(4) The Executive shall, at the request and expense of the Company, prepare
and execute such instruments and do such other acts and things as may be
necessary or desirable to enable the Company or its nominee to obtain the
protection of any intellectual Property Right vested in the Company in
such parts of the world as may be specified by the Company or its nominee
and to enable the Company to exploit any Intellectual Property Right
vested in the Company to best advantage.
(5) The obligations of the Executive under subclauses (2) to (4) above shall
continue to apply after the termination of the Employment (whether
terminated lawfully or not). Each of those obligations is enforceable
independently of each of the others and its validity shall not be
affected if any of the others is unenforceable to any extent.
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12. TERMINATION OF EMPLOYMENT
(1) If not previously terminated the Employment shall automatically terminate
at the end of the day immediately before the day on which the Executive
attains age 60 or any other retirement age applicable to the employees of
the Company generally.
(2) If the Executive:
(a) becomes of unsound mind or is, or may be, suffering from
mental disorder and either:
(i) he is admitted to hospital for treatment under the Mental
Health Act 1983; or
(ii) an order is made by any competent court for his detention or
for the appointment of a receiver, curator bonis or other
person to exercise powers with respect to his property or
affairs; or
(b) is unable properly to perform his duties by reason of
ill-health, accident or otherwise for a period of 12
consecutive months; or
(c) fails or neglects efficiently and diligently to discharge his
duties or is guilty of any serious or repeated breach of his
obligations under this agreement (including any consent granted
under it); or
(d) is guilty of serious misconduct or any other conduct which affects
or is likely to affect prejudicially the interests of the Company
or the Group or is convicted of an arrestable offence (other than a
road traffic offence for which a non-custodial penalty is imposed);
or
(e) becomes bankrupt or makes any arrangement or composition with
his creditors; or
(f) is disqualified from being a director of any company by reason
of an order made by any competent court,
the Company may (whether or not any notice of termination has been given)
by written notice to the Executive terminate the Employment with
immediate effect but a notice under paragraph (b) above may be given by
the Company to the Executive only within 90 days after the end of any
period or periods of disability referred to in that paragraph.
(3) During any period of notice of termination of the Employment (whether or
not such notice has been given by the Company or the Executive) the
Company may require the Executive to take any holiday to which the
Executive is entitled at such time or times as the Company may decide.
(4) If the Executive is appointed as a director or officer of the Company or
of any Group Company and the Executive ceases to be a director or officer
of the Company or of that Group Company (for any reason whatsoever) that
shall not terminate the Employment.
Page 92
(5) On the termination of the Employment in any way (whether lawfully or
otherwise) the Executive shall immediately:
(a) return the car and its keys to the Company at such place as it
shall nominate for the purpose; and
(b) deliver to the Company's Group Human Resources Department all
property in his possession, custody or under his control belonging
to any Group Company including (but not limited to) business cards,
credit and charge cards, security and computer passes, original and
copy documents or other media on which information is held in his
possession relating to the business or affairs of any Group
Company; and
(c) resign all offices held by him in any Group Company (without
prejudice to the rights of any party arising out of the termination
of the Employment).
(6) The Executive hereby authorizes the Company to deduct from any amounts
payable by the Company to the Executive on the termination of the
Employment any sums due to the Company from the Executive.
(7) With effect from the date of termination of the Employment, all the
rights and obligations of the parties shall cease except for those which
are expressed to continue after that date and except in relation to any
breach of any provision of these terms and conditions or any other
agreement between the Company and the Executive before that date.
Termination of the Employment shall not prejudice any other rights of the
Company.
13. GENERAL
These terms and conditions shall be governed by and construed in
accordance with English Law.
14. NOTICES
(1) Any notice or other document to be served under any agreement between the
Company and the Executive may, in the case of the Company, be delivered
or sent by first class post or telex or facsimile process to the Company
at its registered office for the time being and, in the case of the
Executive, may be delivered to him or sent by first class post to his
usual or last known place of residence.
(2) Any such notice or other document shall he deemed to have been served:
(a) if delivered, at the time of delivery;
(b) if posted, at 10.00 a.m. on the second Working Day after it
was put into the post; or
(c) if sent by telex or facsimile process, at the expiration of
two hours after the time of despatch, if despatched before
3.00 p.m. on any Working Day, and in any other case at 10.00
am. on the Working Day following the date of despatch.
Page 93
(3) In proving such service it shall he sufficient to prove that delivery was
made or that the envelope containing such notice or other document was
properly addressed and posted as a pre-paid first class letter or that
the telex or facsimile message was properly addressed and despatched as
the case may be.
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