SERVICE AGREEMENT between THE ROYAL BANK OF SCOTLAND plc and
EXHIBIT
4.9
between
THE
ROYAL BANK OF SCOTLAND plc
and
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27
February 2007
The
Royal Bank of Scotland plc
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1
INDEX
Clause
1. Definitions,
Interpretation and Construction
2. Position
3. Commencement
of Employment
4. Duties
5. Other
Interests
6. Place
of
Employment
7. Hours
of
Work
8. Remuneration
(RBSelect)
9. Deductions
10. Bonuses
11. Profit
Sharing
12. Executive
Long Term Incentives
13. YourBank
14. Expenses
15. Dealings
in Investments
16. Pension
and Life Cover
17. Holidays
18. Sickness
19. Confidentiality
20. Group
Property
21. Intellectual
Property
22. Power
of
Attorney
23. Grievance
Procedure
24. Disciplinary
Procedure
25. Summary
Termination
26. Termination
by Notice
27. Change
of
Control
28. Redundancy
and Early Retirement
29. Garden
Leave
30. Events
on
Termination
2
31. Restrictions
after termination of employment
32. Declaration
of Secrecy
33. Data
Protection
34. Notices
35. Continuing
Provisions
36. Whole
Agreement and Severability
37. Collective
Agreements
38. Governing
Law
The
Schedule Executive Severance Arrangements
3
Between
THE
ROYAL BANK OF SCOTLAND plc having
its registered office at ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter
called the “Company”)
and
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, residing at
[ ]
(hereinafter called the “Executive”)
THE
AGREEMENT BETWEEN THE PARTIES IS AS FOLLOWS:-
| 1. |
Definitions,
Interpretation and
Construction
|
In
this
Agreement, unless otherwise stated, the following definitions
apply:
|
1.1.1.
|
“Associated
Company” means any company (i) having an ordinary share capital of which
not less than 25 per cent is owned directly or indirectly by RBSG
or (ii)
a holding company of the Company or any direct or indirect subsidiary
of
any such holding company or (iii) any company or other entity in
respect
of which the Group exercises management control, including joint
venture
operations;
|
|
1.1.2.
|
“the
Board” means the Board of Directors of the Company or an authorised
committee of the Board of Directors of the
Company;
|
|
1.1.3.
|
“the
Main Board” means the Board of Directors of the
Company;
|
|
1.1.4.
|
“the
Group” means the Company and its Associated
Companies;
|
|
1.1.5.
|
“the
Remuneration Committee” means the Remuneration Committee of the Board or
any committee empowered by the Board in substitution for the Remuneration
Committee;
|
4
|
1.1.6.
|
“RBSG
“ means The Royal Bank of Scotland Group plc having its registered
office
at ▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇;
|
|
1.1.7.
|
the
expressions “subsidiary” and “holding company” have the same meanings in
this Agreement as they have in Section 736 of Companies ▇▇▇
▇▇▇▇;
|
|
1.2.
|
In
this Agreement:
|
|
1.2.1.
|
unless
otherwise stated, references to statutes, rules or regulations or
their
provisions will also include amendments, extensions, consolidations
or
replacements and will refer to any orders or regulations, instruments
or
subordinate legislation;
|
|
1.2.2.
|
the
masculine gender shall include the feminine gender and singular number
shall include the plural and vice
versa;
|
|
1.2.3.
|
unless
otherwise stated, references to clauses and sub-clauses are references
to
clauses and sub-clauses of this Agreement and references to clauses
shall
be deemed to include references to the sub clauses of that
clause;
|
|
1.2.4.
|
the
headings to clauses are for convenience only and shall not affect
the
construction or interpretation of this Agreement;
and
|
|
1.2.5.
|
the
provisions of the Schedule shall be read and construed as part of
this
Agreement and shall be enforceable
accordingly.
|
5
| 2. |
Position
|
|
2.1.
|
The
Executive will be employed as Chief Executive, Manufacturing or in
such
other capacity of like status with the Group as the Company requires
and
the Executive agrees to accept the position on the terms and conditions
set out in this Agreement. The Company shall be entitled from time
to time
to appoint any other person or persons to act jointly with the
Executive.
|
|
2.2.
|
The
Executive warrants that by virtue of entering into this Agreement,
he will
not be in breach of any express or implied terms of any contract
or other
obligation binding upon him.
|
| 3. |
Commencement
of Employment
|
|
3.1.
|
The
Executive’s continuous employment with the Company commenced on 15
September 1981.
|
|
3.2.
|
No
period of employment with a previous employer counts as part of the
Executive’s period of continuous employment with the
Company.
|
| 4. |
Duties
|
|
4.1.
|
The
Executive is responsible as Chief Executive Officer,
Manufacturing.
|
|
4.2.
|
The
Executive will report to ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Group Chief Executive,
or to
such other person as the Board may specify from time to
time.
|
|
4.3.
|
The
Executive shall, in his role as Chief Executive,
Manufacturing
|
|
4.3.1.
|
devote
the whole of his time, attention and skill to the business of the
Group
and shall faithfully, efficiently, competently and diligently perform
such
duties and exercise such powers, authorities and discretions which
may be
assigned to or vested in him by the
Board;
|
|
4.3.2.
|
comply
with the Group’s rules, policies and regulations as varied from time to
time and obey all reasonable and lawful directions given by or under
the
authority of the Board;
|
|
4.3.3.
|
comply
with the terms of the Group’s Code of
Conduct;
|
6
|
4.3.4.
|
not
do anything prejudicial to the interests and reputation of the Group
and
shall promote and extend the business of the Group and protect and
further
its interests and reputation; and
|
|
4.3.5.
|
accept
secondment to the employment of any Associated Company. Any such
secondment may be for a fixed period (which may be extended by the
Company
according to business requirements) and may apply to all of the
Executive’s employment duties or only some of them. Notwithstanding the
foregoing, the Executive will not be required to perform any services
which he cannot reasonably be expected to perform or which are not
commensurate with his skills and experience or which are inconsistent
with
his duties. During any period of secondment, the Executive will continue
to receive his normal salary and benefits and will remain subject
to the
terms of this Agreement except as otherwise provided in any secondment
agreement.
|
|
4.4.
|
Additionally
the Executive may be required to undertake such other duties as the
Company considers necessary to meet the needs of the business. The
Executive may also be required to perform services for any Associated
Company and may be required to undertake the role and duties of a
non-executive Director of other companies within the Group. No additional
remuneration will be paid in respect of these
appointments.
|
|
4.5.
|
The
duties of the Executive as an officer of the Company or of any Associated
Company shall be subject to the Articles of Association (or equivalent)
of
the relevant company and shall be separate from and in addition to
his
duties under this Agreement. If the Executive ceases to be a director
or
officer of the Company or of any Associated Company (otherwise than
by
resignation from employment, termination by the Company of the Executive’s
employment under this Agreement or where the Executive is prohibited
by
law from acting as a director or officer of the Company or an Associated
Company) this Agreement shall nevertheless remain in force as if
the
Executive’s employment is that of executive manager rather than that of
director. The parties agree that in such circumstances the Executive
will
not be entitled to any compensation in respect of the loss of his
position
as director or officer.
|
|
4.6.
|
The
Executive’s performance and discharge of his duties and responsibilities
hereunder shall be the subject of regular review, the object of which
is
to assess performance during the period under review and to set agreed
performance standards for future review periods. In the event that,
in the
opinion of the Board or
|
7
such
other person or body as the Board shall nominate, the Executive fails to achieve
the agreed performance standards, the Company may terminate the Executive’s
employment in accordance with the provisions of Clause 26.
| 5. |
Other
Interests
|
|
5.1.
|
The
Executive shall not (except with the Board’s prior written consent) be
directly or indirectly engaged or concerned in any capacity in the
conduct
of, or have any financial interest in: any business, trade, profession
or
organisation (other than Associated Companies) save through holding
or
being interested in investments (quoted or unquoted) not representing
more
than two per cent of the issued equity capital or any other class
of share
or debenture capital of any one
company.
|
|
5.2.
|
The
Executive will not, without the Board’s prior consent, give lectures,
speak in public or publish anything in any form or medium relating
to the
affairs of, or matters which may affect
▇▇▇▇.
|
| ▇. |
▇▇▇▇▇
of Employment
|
|
6.1.
|
The
Executive will normally work in Edinburgh at Gogarburn but may be
required
to travel elsewhere in the world in the performance of his
duties.
|
|
6.2.
|
The
Executive may be required to move temporarily or permanently to any
other
location, as may be reasonably specified by the Company in which
case a
minimum of 4 weeks’ notice of the move will be given and reasonable
travel, subsistence and relocation expenses will be paid by the
Company.
|
| 7. |
Hours
of Work
|
|
7.1.
|
The
normal hours of work are from 9.00 a.m. to 5.00 p.m. (Monday to Friday)
inclusive of one hour for lunch daily, but the Executive is expected
to
work reasonable additional hours when necessary for the performance
of his
duties without additional
remuneration.
|
|
7.2.
|
The
Executive will not receive any additional remuneration for working
more
than 35 hours per week.
|
| 8. |
Remuneration
(RBSelect)
|
|
8.1.
|
The
Company operates a flexible compensation and benefits package called
RBSelect
which comprises
|
8
|
8.1.1.
|
individually
calculated basic salary (the ‘Salary
Element’)
|
|
8.1.2.
|
any
regional allowances the Executive is entitled to
receive
|
|
8.1.3.
|
value
of the Managers’ Car Scheme
|
|
8.1.4.
|
value
of private medical cover
|
|
8.1.5.
|
value
of Managers’ medicals
|
| The residual amount may be used by the Executive to select preferred benefits from RBSelect. |
| The ‘Salary Element’ is used to calculate certain benefits such as pension, Profit Share and any discretionary bonus payment or any other payment directly linked to salary. The Salary Element is also used to calculate severance payments including redundancy. |
| The total ValueAccount is £838,064.50, which includes the Salary Element of £650,000, per annum. Full details of RBSelect contained in the Company’s guidebook and on the Group intranet in relation to the scheme. A copy of this is attached. |
|
8.2.
|
The
monthly value of the Executive’s ValueAccount less the cost of any
benefits elected through RBSelect
will be paid on the 18th day of each month (or on the last preceding
working day where the 18th day falls on a weekend or public holiday)
directly into the Executive’s bank account. Salary will be paid partly in
advance and partly in arrears up to the last day of each calendar
month.
|
|
8.3.
|
The
Executive’s salary will be reviewed annually on the 1st day of April of
each year or any other day approved by the Remuneration Committee
with any
adjustments having immediate effect. Any review of salary will be
entirely
at the Company’s discretion. The Executive has no automatic right to any
increase in salary.
|
|
8.4.
|
All
remuneration payable in cash to the Executive under this Agreement
shall
only be credited to a bank account held with the Company or with
another
company in the Group, which shall be maintained by the
Executive.
|
9
| 9. |
Deductions
|
|
9.1.
|
The
Executive agrees that the Company may, at any time during, or in
any event
upon termination of the Executive’s employment, deduct from his
remuneration, any monies due by him to the Company including any
overpayment made and/or outstanding loans, advances, relocation expenses,
the cost (including the legal and other costs involved) of repairing
any
damage or loss to the Company’s property (including intellectual property)
caused by him, salary paid in respect of excess holidays and any
other
monies owed by him to the Company or any Associated
Company.
|
| 10. |
Bonuses
|
|
10.1.
|
Subject
to Clause 10.2 below, the Executive may, at the discretion of the
Remuneration Committee, be entitled to participate in any Bonus Scheme
as
approved by the Remuneration
Committee.
|
|
10.2.
|
lf,
on or before the relevant qualifying date for payment of the bonus,
the
Executive has given or been issued with notice of termination of
employment or has been dismissed, the Executive will not be entitled
to
receive any bonus payment which would or may otherwise be due to
the
Executive (whether paid in cash or in shares) as set out in Clause
10.1
above.
|
| 11. |
Profit
Sharing
|
|
11.1.
|
The
Executive shall be eligible to participate in RBSG’s Profit Sharing
Scheme, the terms and conditions of which will be made available
to the
Executive. Any entitlement is calculated by reference to the Executive’s
Salary Element.
|
| 12. |
Executive
Long Term Incentives
|
|
12.1.
|
The
Executive may, at the absolute discretion of the Remuneration Committee,
be eligible to participate in the Company’s long term incentive plans,
subject to the rules of these
plans.
|
| 13. |
YourBank
|
|
13.1.
|
The
Executive shall be eligible to access preferential rates across a
range of
financial products and services from the RBS Group through YourBank.
YourBank is available to all UK and Offshore employees and eligible
Group
pensioners.
|
10
|
14.
|
Expenses
|
|
14.1.
|
The
Company shall reimburse the Executive for all reasonable out-of-pocket
expenses properly incurred in the performance of his duties, subject
to
the Executive producing all relevant receipts or other satisfactory
evidence and his compliance with the Company’s travel and expenses policy
as amended from time to time.
|
|
14.2.
|
In
order to facilitate payment of expenses, the Executive may be supplied
with a credit card for use solely in this
connection.
|
| 15. |
Dealing
in Investments
|
|
15.1.
|
The
Executive is subject to the Company’s Staff Dealing Rules (and divisional
rules where applicable) which may require prior permission to be
obtained
before the Executive is permitted to deal in most types of securities
transactions. Requests must be submitted in writing on the appropriate
Company form. The Company also operates a closed period during which
the
Executive will not be permitted to deal in RBSG shares. Failure to
abide
by these rules will constitute serious misconduct for the purposes
of any
disciplinary action and may lead to criminal proceedings and / or
the
summary dismissal of the Executive.
|
|
15.2.
|
Details
of the Company’s Staff Dealing Rules are contained in the Group compliance
manual (known as the Group Regulatory Risk Policy Handbook) and any
local
compliance manual.
|
| 16. |
Pension
and Life Cover
|
|
16.1.
|
The
Executive shall remain a member of The Royal Bank of Scotland Group
Pension Fund in respect of the Executive’s pensionable service up to 5
April 2006. The Executive’s benefits from the Fund will be based upon
Final Pensionable Salary, as defined in the rules of that Fund, at
the
date of leaving service, retiring or dying. An allowance in lieu
of
continued accrual of pensionable service after 5 April 2006 is included
in
the Executive’s ValueAccount.
|
|
16.2.
|
To
the extent that any salary related lump-sum payment made by the Group
Fund
in respect of the death of the Executive while in service before
the
Normal Pension Date as defined in the Group Fund is less than four
times
the Executive’s Salary Element by reason only of Section 590C of the
Income and Corporation Taxes Act 1988 (which deals with the Pension
Cap
and continues to apply to the Fund by reason of the Registered Pension
Schemes (Modification of the Rules of Existing
|
11
Schemes)
Regulations 2006 or any replacement of this cap imposed under legislation or
the
rules of the Fund or otherwise), the Company shall ensure that a payment is
made
equal to the amount of the difference. This benefit will be subject to any
restrictions imposed by an insurance company with which it is
insured.
| 17. |
Holidays
|
|
17.1.
|
The
Executive will be entitled to paid holidays, subject to the undernoted
conditions;
|
|
17.1.1.
|
The
Executive will be entitled to 30 working days holiday to be taken
at such
time or times as the Executive shall request and agree in advance
with the
Company plus a further 8 days to be taken at times to be determined
by the
Company (which will normally be Bank Holidays). The Company reserves
the
right to request the Executive to work on Bank Holidays in return
for
which he will be entitled to holiday, equal to the period worked,
to be
taken at another time.
|
|
17.1.2.
|
The
Company’s holiday year runs from 1 January to 31 December
inclusive.
|
|
17.1.3.
|
If
the Executive’s employment commences or terminates part way through the
holiday year, holiday entitlement will be assessed on a pro-rated
basis
for each complete month of service during the holiday
year.
|
|
17.1.4.
|
The
Executive may carry over a maximum of 5 days unused holiday entitlement
not taken in one year, to the next, but only with the prior written
consent of the Company.
|
|
17.2.
|
On
termination of employment the Executive will be entitled to payment
in
respect of any accrued unused holiday entitlement except where the
Executive’s employment is terminated by the Company for misconduct or
gross misconduct when only accrued unused statutory holiday will
be
paid.
|
|
17.3.
|
Upon
termination of this Agreement the Executive will repay to the Company
any
salary received for holidays taken by him in excess of his accrued
entitlement. The Executive agrees that any sums due to the Company
by the
Executive may be deducted by the Company from any monies owed to
the
Executive in accordance with clause
9.
|
|
17.4.
|
During
any period of notice (whether given by the Company or the Executive)
whether being worked or on garden leave the Company shall be entitled,
at
its own
|
12
discretion,
to require the Executive to take accrued and outstanding holiday entitlement
or
to make payment in lieu of such outstanding entitlement.
| 18. |
Sickness
|
|
18.1.
|
There
is no contractual right to payment in respect of any period of absence
due
to sickness or incapacity and any such payments will be made at the
Company’s sole discretion.
|
If
the
Executive is absent from work due to illness, injury, or accident the Company
may, at its sole discretion, pay Company sick pay (inclusive of any statutory
sickness benefit) at 100% of the Executive’s ValueAccount rate for the first 182
days of incapacity. Beyond the initial 182 days, the Executive will be eligible
to be considered on a discretionary basis for the Company’s Long Term Disability
scheme (LTD). Continued receipt of payments under the scheme will be at the
Company’s discretion and will be subject to the rules of the scheme which the
Company has the right to vary from time to time.
|
18.2.
|
If
accepted on LTD, a payment equal to 55% of the Executive’s ValueAccount
rate may be paid for up to a further five years subject to the scheme
rules and the qualifying criteria set out in sub-clauses 18.3 - 18.5
and
18.9 being met. Other factors during sickness absence
are:
|
|
18.2.1.
|
Any
benefit paid during the initial 182 days absence will include an
allowance
in lieu of holiday entitlement. Consequently normal holiday entitlement
will cease to accrue;
|
|
18.2.2.
|
During
any period of LTD, the overall level of benefit will increase in
January
in line with any increase applied to payments under the Company’s Group
Pension Fund;
|
|
18.2.3.
|
During
the entire period of LTD, the Executive will continue to receive
additional Company benefits, including non-contributory pension scheme
and
RBSG’s Profit Sharing Scheme and will remain eligible to participate in
the RBSG Sharesave Scheme. All salary-related benefits will be linked
to
the current level of LTD payments as defined in clause 18.2. Pension
benefits will be based on the Executive’s Salary Element before his
sickness absence and will be increased each year in line with any
increase
applied to payments under the Company’s pension
fund;
|
13
|
18.2.4.
|
At
any time during a period of sickness absence and, in any event, at
the end
of the LTD Period, if the Executive is unable to return to work he
will be
considered for ill-health retirement. Ill-health retirement will
only be
considered where the Executive satisfies the relevant ill-health
retirement criteria set out in the relevant pension scheme
documentation;
|
|
18.2.5.
|
All
periods of long-term sickness absence will be regarded as continuous
service for the purpose of pension and other benefit
calculations.
|
|
18.3.
|
The
Executive may self-certify his incapacity for absences of up to seven
consecutive days (including weekends and statutory
holidays).
|
|
18.4.
|
A
doctor’s certificate must be submitted to the Company for absences of more
than seven consecutive days. Thereafter, the Executive must submit
a new
doctor’s certificate as and when necessary to ensure that all periods of
absence are covered.
|
|
18.5.
|
The
Company reserves the right to request the Executive to provide evidence
for any period of absence including those that would normally be
self-certified.
|
|
18.6.
|
For
the purposes of assessing the Executive’s entitlement to Statutory Sick
Pay, the qualifying days will be Monday to Friday
inclusive.
|
|
18.7.
|
If
the Executive is incapable of performing his duties because of injuries
sustained wholly or partly as a result of actionable negligence,
nuisance
or breach of any statutory duty on the part of any person other than
a
company in the Group (a “third party”) or if the Executive is covered by
any health or other insurance scheme (an “insurance policy”) all payments
made to the Executive under Clause 18.2 above shall (to the extent
that
compensation for loss of earnings is recoverable from the third party
or
under the insurance policy), constitute loans by the Company (or
by any
Associated Company from whom the Company may have procured payment
of the
Executive’s salary) to the Executive and shall be repaid when the
Executive recovers compensation for loss of earnings from the third
party
by action or otherwise or under the insurance
policy.
|
|
18.8.
|
Without
prejudice to the provisions of Clause 18.7, in the event that the
Executive has been incapacitated from performing his duties by reason
of
injuries sustained wholly or partly as a result of actionable negligence
or as a result of matters which are covered by an insurance policy,
the
Company shall be entitled to require the Executive
either:-
|
14
|
18.8.1.
|
(subject
to the Company agreeing to indemnify the Executive against all reasonable
legal expenses) to raise legal proceedings to enforce his rights
against
any third party who has committed such an actionable negligence against
him and/or to pursue a claim under the insurance policy;
or
|
|
18.8.2.
|
to
assign his right to raise legal proceedings to recover from such
third
party and/or the relevant insurance company compensation for any
loss of
earnings sustained by the Executive to the Company or any Associated
Company.
|
|
18.9.
|
The
Executive shall at any time (including during any period of incapacity)
at
the request and expense of the Company submit to medical examinations
by a
medical practitioner nominated by the Company. The results shall,
subject
to the provisions of the Access to Medical Reports ▇▇▇ ▇▇▇▇, be disclosed
to the Company.
|
| 19. |
Confidentiality
|
|
19.1.
|
During
the Executive’s employment, he must treat the business of the Company and
any Associated Company and any information received during the course
of
or as a result of his employment about or provided by any third party
as
strictly confidential.
|
|
19.2.
|
The
Executive may not at any time (whether during his employment or after
its
termination) disclose to any unauthorised person, firm or corporation
or
use or attempt to use for his own or any other person, firm or
corporation’s advantage, any confidential information relating to the
business affairs or trade secrets of the Company or any Associated
Company, or any confidential information about (howsoever obtained)
or
provided by any third party received during the course of or as a
result
of his employment (“Confidential Information”). Confidential Information
includes without being limited to, information relating to employees,
customers and suppliers (former, actual and potential), Group contracts,
pricing structures, financial and marketing details, business plans,
any
technical data, designs, formulae, product lines, Intellectual Property
(as defined in clause 21), research activities and any Group information
which may be deemed to be commercially or price sensitive in nature.
It
also includes, again without limitation, any information contained
in
documents marked “confidential” or documents of a higher security
classification and other information which, because of its nature
or the
circumstances in which the Executive receives it, he should reasonably
consider to be confidential.
|
|
19.3.
|
The
Company reserves the right to modify the categories of Confidential
Information from time to time.
|
15
|
19.4.
|
The
Executive is not permitted to make any copy, abstract, summary or
précis
of the whole or any part of any document belonging to the Group unless
he
has been authorised to do so by the Company, and shall not at any
time use
or permit to be used any such items otherwise than for the benefit
of the
Group.
|
|
19.5.
|
The
obligations contained in this clause 19 shall not
apply:
|
|
19.5.1.
|
to
information or knowledge which subsequently comes into the public
domain
other than by way of unauthorised use or disclosure (whether by the
Executive or a third party);
|
| 19.5.2. |
where
the Executive’s use or disclosure of the information has been properly
authorised by the Company;
|
| 19.5.3. |
to
any information which the Executive discloses in accordance with
applicable public interest disclosure
legislation;
|
| 19.5.4. |
to
any information which is required to be disclosed in accordance with
an
order of a Court of competent
jurisdiction.
|
|
19.6.
|
The
Executive shall exercise all due care and diligence and shall take
all
reasonable steps to prevent the publication or disclosure of any
Confidential Information relating, in particular, but not limited
to,
actual or proposed transactions, of any employee, customer, client
or
supplier (whether former, actual or potential) of the Company or
any
Associated Company including the partnerships, companies, bodies,
and
corporations having accounts with or in any way connected to or in
discussion with the Group and all other matters relating to such
customers, clients or suppliers and
connections.
|
|
19.7.
|
Any
breach by the Executive of the provisions of this Clause 19 will
be
regarded by the Company as a serious disciplinary matter and may,
if
committed while the Executive is employed by the Company, result
in
disciplinary action being taken against the Executive up to and including
dismissal without notice.
|
|
19.8.
|
The
Executive agrees that the undertakings comprised in this Clause 19
are
reasonable and necessary to protect the legitimate business interests
of
the Group both during and after the termination of the Executive’s
employment.
|
|
20.
|
Group
Property
|
|
20.1.
|
All
reports, files, notes, memoranda, e mails, accounts, documents or
other
material (including all notes and memoranda of any Confidential
Information as defined in
|
16
clause
19.1 and the items referred to in clause 19.4) and any copies made or received
by the Executive in the course of his employment (whether during or after)
are
and shall remain the sole property of the Company or the appropriate Associated
Company and shall be surrendered by the Executive to someone duly authorised
by
the Company in accordance with Clause 30.
| 21. |
Intellectual
Property
|
|
21.1.
|
For
the purposes of this clause, “Intellectual Property” means patents, trade
marks, service marks, registered designs (including applications
for and
rights to apply for any of them), unregistered design rights, trade
or
business names, copyright, database rights, Confidential Information
or
know how and any similar rights in any
country.
|
|
21.2.
|
All
Intellectual Property which the Employee develops or produces in
the
course of his employment duties, or which the Employee derives from
any
material produced by the Employee or any other employee of the Company
in
the course of their employment duties, will be owned by the Company
absolutely. The Executive agrees, at the Company’s expense, to sign all
documents and carry out all such acts as will be necessary to achieve
this. The Executive waives all moral rights in all Intellectual Property
which is owned by the Company, or will be owned by the Company, further
to
this clause.
|
| 22. |
Power
of Attorney
|
|
22.1.
|
The
Executive irrevocably appoints any Director or the Secretary of the
Company to be his authorised attorney to do all such things and to
execute
all such documents in his name and on his behalf, which may be necessary
or desirable for the Company to obtain for itself, or its nominees
or any
Associated Company the full benefit of the provisions in clauses
21 and
30.
|
|
22.2.
|
A
letter, signed by any Director or Secretary of the Company certifying
that
anything has been done or that any document has been executed in
accordance with the authority conferred by this clause, shall be
conclusive evidence that such is the case as far as any third party
is
concerned save that the Executive may not sign such a letter
himself.
|
| 23. |
Grievance
Procedure
|
|
23.1.
|
If
the Executive has a grievance relating directly to his employment
the
grievance and the basis for it should be raised in writing with the
ultimate executive director to
|
17
whom
the
Executive reports for his consideration. Such executive director will meet
with
the Executive and will notify the Executive in writing of his findings and
of
any action to be taken to redress any justifiable grievance found to exist.
If
the Executive considers that the matter remains unresolved he should raise
an
appeal with the Group Director, Human Resources or such other person as the
Group Director, Human Resources may nominate, whose decision, following a
further meeting with the Executive, will be final and binding on the
Executive.
|
23.2.
|
At
any stage of the grievance procedure, the Executive may be accompanied
by
either a work colleague or a trade union
representative.
|
| 24. |
Disciplinary
Procedure
|
|
24.1.
|
Without
prejudice to the terms of clause 25, the Company may take disciplinary
action against the Executive for, but not limited
to,
|
|
24.1.1.
|
conduct
incompatible with the Executive’s status (whether during working hours or
not); or
|
|
24.1.2.
|
poor
attendance; or
|
|
24.1.3.
|
a
breach by the Executive of any of the terms and conditions of his
employment; or
|
|
24.1.4.
|
unsatisfactory
performance by the Executive of his
duties.
|
|
24.2.
|
Such
action may include a verbal or written warning (including a final
written
warning), suspension with or without pay or dismissal with or without
notice.
|
|
24.3.
|
The
Company may suspend the Executive with or without pay and benefits
to
enable it to carry out an investigation into any matter in respect
of
which it is considering taking disciplinary action against the Executive
or for any other good reason. The period of suspension will not normally
exceed 12 weeks.
|
|
24.4.
|
After
the investigation the ultimate executive director to whom the Executive
reports (or his nominated deputy) will write to the Executive setting
out
the alleged conduct and basis for the disciplinary action and inviting
the
Executive to a meeting to discuss the
matter.
|
|
24.5.
|
After
the meeting such executive director or deputy will write to the Executive
advising him of the outcome and of the disciplinary sanction to be
imposed.
|
18
|
24.6.
|
If
the Executive is unhappy with the outcome he may appeal the decision
by
raising it with the Group Director, Human Resources (or his nominated
deputy).
|
|
24.7.
|
If
the Executive appeals the decision the Group Director, Human Resources
(or
his nominated deputy) will hold an appeal meeting with the
Executive.
|
|
24.8.
|
After
the meeting the Group Director, Human Resources (or his nominated
deputy)
will write to the Executive advising him of the outcome. The decision
of
the Group Director, Human Resources (or his nominated deputy) will
be
final.
|
|
24.9.
|
The
procedure set out in clauses 24.4 to 24.8 does not confer any contractual
rights on the Executive.
|
|
24.10.
|
The
Company’s Disciplinary Policy does not apply to the Executive’s employment
hereunder.
|
|
24.11.
|
At
any stage of the disciplinary procedure, the Executive may be accompanied
by either a work colleague or a trade union
representative.
|
|
24.12.
|
For
the purposes of this clause the following are examples of conduct
which
will be treated as ‘Gross Misconduct’ and therefore likely to result in
the dismissal of the Executive without
notice:
|
|
24.12.1.
|
theft
|
|
24.12.2.
|
damage
to Company property
|
| 24.12.3. |
misuse
of Company property or resources including computers and any other
part of
the Company’s telecommunication
system.
|
|
24.12.4.
|
fraud
|
| 24.12.5. |
incapacity
for work due to being under the influence of alcohol or illegal
drugs
|
|
24.12.6.
|
physical
assault
|
|
24.12.7.
|
gross
insubordination
|
|
24.12.8.
|
serious
harassment on any grounds
|
For
the
avoidance of doubt this list is not exhaustive.
19
| 25. |
Summary
Termination
|
|
25.1.
|
Notwithstanding
the provisions of Clauses 24 and 26 of this Agreement, the Company
shall
(without prejudice to the other rights and remedies of the Company)
be
entitled to dismiss the Executive without notice or payment in lieu
of
notice if the Executive
|
|
25.1.1.
|
commits
any serious or persistent breach of his duties, refuses or neglects
to
comply with any term of this Agreement, refuses or neglects to comply
with
any reasonable order or direction given to him by the Company, or
is
guilty of any gross default or incompetence or misconduct in connection
with or affecting the business of the Company or conducts himself
(whether
or not in connection with his employment) in a manner which, in the
reasonable opinion of the Company, is prejudicial to the Company
or may
bring him or the Company into disrepute;
or
|
|
25.1.2.
|
is
guilty of dishonesty, gross incompetence, willful neglect of duty,
or of
mismanagement of his financial affairs through failure to observe
rules
and procedures for the operation of bank accounts and/or borrowing;
or
|
|
25.1.3.
|
is
found guilty of any criminal offence (other than a minor offence
under the
Road Traffic Acts which does not result in imprisonment) whether
or not in
connection with employment; or
|
|
25.1.4.
|
is
or becomes, in the reasonable opinion of the Company, of unsound
mind;
or
|
|
25.1.5.
|
becomes
a patient for any purpose of any statute relating to mental health;
or
|
|
25.1.6.
|
is
declared bankrupt or takes advantage of any statute for the time
being in
force offering relief to insolvent debtors;
or
|
|
25.1.7.
|
resigns
as an officer of the Company or any Associated Company without the
agreement of the Board; or
|
|
25.1.8.
|
if,
as the result of any default on the part of the Executive, is prohibited
by law from acting as an officer of the Company or any Associated
Company;
|
|
25.1.9.
|
loses
any Registration or Regulatory Status necessary to fulfill his
duties.
|
20
|
25.2.
|
Notwithstanding
the provisions of clause 2 and clause 4 the Executive agrees
that he shall
have no remedy against the Company if his employment is terminated
by
reason of the liquidation of the Company for the purposes of
amalgamation
or reconstruction provided that he is offered employment with
any concern
or undertaking resulting from such amalgamation or reconstruction
on terms
and conditions which taken as a whole are not substantially less
favourable than the terms of this
Agreement.
|
| 26. |
Termination
by Notice
|
|
26.1.
|
The
length of notice which the Executive is obliged to give the Company
when
seeking to leave employment is twelve months. Notice must be given
in
writing.
|
|
26.2.
|
Subject
to clauses 24 and 25 above, the length of notice which the Executive
is
entitled to receive from the Company to terminate his employment
is twelve
months. Notice by the Company will be given in
writing.
|
|
26.3.
|
The
Company reserves the right to make a payment in lieu of notice. Any
payment in lieu of notice will represent a payment in lieu of the
Salary
Element of the Executive’s ValueAccount only. No payment will be made in
respect of any other benefit.
|
|
26.4.
|
The
Executive’s normal retirement age is 65. This Agreement will automatically
terminate without notice on the Executive reaching the age of
65.
|
| 27. |
Change
of Control
|
|
27.1
|
If
there is a change of control of the ultimate holding company of the
Company (being at the date of this Agreement RBSG) and if within
one year
of such a change of control the Company serves notice to terminate
the
employment of the Executive (otherwise than under clauses 25 or where
payment in lieu of notice is made under clause 26 hereof) then the
Executive’s employment will be terminated forthwith and the Company shall
pay and provide the following by way of liquidated
damages:-
|
|
27.1.1
|
a
payment equivalent to the Executive’s Salary Element in respect of the
period of notice required for the Company to terminate this Agreement
under clause 26,
|
|
27.1.2
|
a
payment equivalent to all other contractual benefits which the Executive
would reasonably have expected to receive during such period of
notice.
|
|
27.2
|
For
the purposes of this clause 27, “change of control” means that share
capital conferring voting rights of at least 50% of the votes entitled
to
be cast comes under
|
21
the
control of any person (or persons acting in concert) not having such control
at
the date of this Agreement.
|
27.3
|
Any
payment made under 27.1 above shall be in full and final settlement
of any
claim which the Executive may then have against the Company arising
out of
the contract of employment or the termination
thereof.
|
| 28. |
Redundancy
and Early Retirement
|
|
28.1.
|
The
provisions set out in Schedule 1 (Executive Severance Arrangements)
to
this Agreement shall apply to the
Executive.
|
| 29. |
Garden
Leave
|
|
29.1.
|
At
any stage of the Executive’s notice period referred to in clause 26 above
(whether notice was given by the Executive or by the Company), the
Company
may, at its absolute discretion and without being required to give
any
reasons, require the Executive to remain away from work on garden
leave.
|
|
29.2.
|
During
any period of garden leave;
|
|
29.2.1.
|
the
Executive must be available for work but the Company is not obliged
to
provide him with any work and may require him to perform different
duties
and/or tasks from his normal
duties.
|
|
29.2.2.
|
the
Executive will be entitled to receive the salary element of his
ValueAccount together with any benefits under this Agreement but
excluding
any discretionary or performance bonus which will not accrue while
the
Executive is not carrying out his normal
duties.
|
|
29.2.3.
|
the
Executive may not, without the prior written consent of the Company
contact or attempt to contact any client, customer, agent, professional
adviser, employee, supplier or broker of the Company, any Associated
Company or any other company within RBS
group.
|
|
29.2.4.
|
the
Executive will not be permitted to work for any other organisation
or on
his own behalf without the Company’s prior written
consent.
|
|
29.2.5.
|
all
other terms and conditions of the Executive’s employment (both express and
implied) will remain in full force and effect until the end of the
notice
period.
|
22
|
29.2.6.
|
The
Executive continues to owe the Company a duty of fidelity and good
faith.
|
|
29.3.
|
Any
period of garden leave shall count towards any period of restriction
set
out in clause 31.2.
|
| 30. |
Events
on Termination
|
|
30.1.
|
Upon
termination of the Executive’s employment for any reason whatsoever or at
any other time at the request of the Company, the Executive shall
immediately:
|
|
30.1.1.
|
deliver
to the Company, in accordance with its instructions all items referred
to
in clause 20 and all other property of the Company (including, but
not
limited to, company car, credit cards, equipment, correspondence,
data,
disks, tapes, records, specifications, software, models, notes, reports
and other documents together with any extracts or summaries, removable
drives or other computer equipment, keys and security passes) or
of any
Associated Company in his possession or under his
control.
|
|
30.1.2.
|
resign,
without claim for compensation, from all directorships and other
offices
within the Group then held by him and the Executive hereby irrevocably
authorises the Company to appoint some person in his name and on
his
behalf to sign any documents and do any things necessary to effect
such
resignation should he fail to do
so.
|
|
30.1.3.
|
transfer
(without payment) to the Company or, if requested by the Company,
to the
Company’s nominee, any qualifying or nominee shares registered in the name
of the Executive (either solely or jointly) and held by the Executive
as
nominee, beneficial owner or trustee on behalf of the Company or
any
Associated Company.
|
|
30.2.
|
The
Executive shall, if so required by the Company, confirm in writing
that he
has complied with his obligations under this Clause
30.
|
| 31. |
Restrictions
after termination of
employment
|
|
31.1.
|
In
this clause the following definitions shall
apply;
|
|
31.1.1.
|
Termination
Date” means the date on which the Executive’s employment
ends,
|
23
|
31.1.2.
|
“Restricted
Period” means the period of 12 months starting with the Termination Date
(or such period less than 12 months as reduced by any period spent
on
garden leave),
|
|
31.1.3.
|
“Business”
means the business carried on at the Termination Date by the Company
and
any Associated Company with which the Executive has been closely
associated during the 12 months preceding the Termination
Date,
|
|
31.1.4.
|
“Key
Employee” means any employee of the Company or any Associated Company at
appointed, managerial or senior managerial level with whom the Executive
has worked during the 12 months preceding the Termination
Date,
|
|
31.1.5.
|
“Customer”
means any person, firm, company, organisation who or which was a
customer
of, an investor with or an exclusive supplier of services to, the
Group,
or any such entity who was negotiating with or contemplating doing
business with the Group as at the Termination
Date.
|
|
31.2.
|
The
Executive agrees and undertakes in favour of the Company, as separate
and
independent obligations, that he will not, without first obtaining
the
written consent of the Company:-
|
|
31.2.1.
|
during
the Restricted Period hold any position as employee, director, officer,
consultant, partner, agent or principal in or
with:
|
| 31.2.1.1. |
any
business which is the same or similar to the Business and which is
or is
likely to be or which becomes (during the Restricted Period) a business
in
competition with the Business,
|
| 31.2.1.2. |
any
person, firm or company which requires or might reasonably be thought
by
the Company to require the Executive to disclose or make use of any
of the
Confidential Information (as defined in clause 19) of the Business
in
order properly to discharge his duties to or to further his interest
in
such person, firm or company.
|
|
31.2.2.
|
during
the Restricted Period directly or indirectly and whether on his own
or
someone else’s behalf canvass or solicit the custom of any person, firm or
company, with whom he has had dealings, responsibility for or material
knowledge of in the course of his employment and, who has within
the 12
months immediately prior to the Termination Date been a
Customer;
|
24
|
31.2.3.
|
during
the Restricted Period, seek to influence, be engaged in or have any
dealings with any business, including but not limited to any Customer,
where he is or may be able to influence any trading relationship
which has
existed during the period of 12 months immediately prior to the
Termination Date between any business or Customer and the Company
or an
Associated Company;
|
|
31.2.4.
|
during
the Restricted Period or at any time beforehand, induce or seek to
induce
or entice or seek to entice away from the Company or any Associated
Company, any Key Employee.
|
|
31.3.
|
Nothing
in clause 31.2 will prevent the Executive from being involved in
any
business where his duties relate primarily to goods, services and
activities not sold, provided or carried on by the Company or any
Associated Company.
|
|
31.4.
|
The
Executive agrees and acknowledges that the restrictions contained
in
clause 19 (Confidentiality), clause 20 (Group Property), clause 29
(garden
leave), clause 30 (Events on Termination) and clause 31 (Restrictions
after Termination of Employment) are reasonable and necessary to
protect
the business and the Confidential Information of the Company and
that the
benefits he receives under this Agreement are sufficient compensation
for
these restrictions. However, if any such restriction or restrictions,
are
together or individually found to be void or unenforceable but would
be
valid and effective if some part or parts of them were deleted, the
restriction or restrictions shall apply with any deletions or amendments
necessary to make it or them valid, effective and
enforceable.
|
|
31.5.
|
The
Executive shall not, following the termination of his employment
with the
Company, represent himself or hold himself out as being in any way
connected with the business of the
Group.
|
| 32. |
Declaration
of Secrecy
|
|
32.1.
|
The
Executive will be required to sign a Declaration of Secrecy in such
form
as may be required by the Company from time to
time.
|
| 33. |
Data
Protection
|
|
33.1.
|
The
Executive undertakes to familiarise himself with the Data Protection
policy, procedures and accountabilities set down by the Company as
a
result of the Data Protection ▇▇▇ ▇▇▇▇. The Executive acknowledges
that
the Company will view any breach of these procedures as a serious
matter
of discipline.
|
25
|
33.2.
|
By
signing this statement, the Executive acknowledges and agrees that
the
Company is permitted to hold personal information about him as part
of its
personnel and other business records and may use such information
in the
course of the Company’s business. The Executive agrees that the Company
may disclose such information to third parties in the event that
such
disclosure is in the Company’s view required for the proper conduct of the
Company’s business or that of any Associated Company. This clause applies
to information held, used or disclosed in any
medium.
|
|
33.3.
|
The
Group reserves the right to carry out searches about the Executive
through
credit reference agencies or through our own customer records at
any time
during the employment of the Executive. These searches will provide
us
with information that we may use for the purposes of identifying
any
serious debt or other significant financial difficulties that the
Executive may have. This will allow us to raise this with the Executive
in
order to detect or eliminate any particular risk of employee fraud
or
theft, and thereafter to take any steps that we consider necessary
to
mitigate that risk. We will only retain the information about the
Executive which we obtain from these searches for as long as we need
it
for the purposes set out above (subject to any legal (including any
regulatory) obligation which requires us to retain that information
for a
longer period). The credit reference agency will record details of
the
search but these will not be available for use by lenders to assess
the
ability of the Executive to obtain credit. The Executive has the
right of
access to his personal records held by credit reference agencies.
We will
supply their names and addresses upon request, to help the Executive
to
exercise his right of access to those
records.
|
|
33.4.
|
For
the reasons referred to above, it is important that the Executive
manages
his personal finances responsibly. The Group requires that the Executive
draws to the attention of his manager any serious debt or significant
financial difficulties that he may have including those which result
in
court action being taken against
him.
|
|
33.5.
|
In
signing this contract the Executive hereby gives permission for the
Group
or its subsidiary companies and/or their appointed agents to carry
out
such credit reference searches in relation to him, including searches
of
customer credit records, during the term of this contract, as it
considers
necessary from time to time for the purposes set out in this
clause.
|
|
34.
|
Notices
|
|
34.1.
|
Any
notice or other communication may be given by either party by personal
delivery or prepaid first class mail to the other party at (in
the case of
the Company) its
|
26
registered
office for the time being marked “For the Attention of the Company Secretary” or
(in the case of the Executive) his last known usual address and any such notice
shall be deemed to have been served (in the case of first class mail) at the
expiry of 48 hours after the same was posted or (in the case of personal
delivery) at the time of such delivery.
| 35. |
Continuing
Provisions
|
|
35.1.
|
The
termination of this Agreement shall not affect the provisions of
clause 19
(Confidentiality), clause 20 (Group Property), clause 29 (garden
leave),
clause 30 (Events on Termination) and clause 31 (Restrictions after
Termination of Employment).
|
| 36. |
Whole
Agreement and Severability
|
|
36.1.
|
These
terms and conditions constitute a written statement of the terms
of the
Executive’s employment in accordance with the provisions of the Employment
Rights ▇▇▇ ▇▇▇▇. These terms and conditions supersede any previous
agreement, whether oral or in writing, between the Executive and
the
Company in relation to the matters dealt with herein and, together
with
the Executive’s letter of appointment represent the entire agreement
between the Executive and the
Company.
|
|
36.2.
|
In
addition to the terms of this Agreement, the Executive is also required
to
comply with all other applicable statutory, divisional or company
rules,
as amended from time to time.
|
|
36.3.
|
The
various provisions and sub-provisions of this Agreement and the Schedule
are severable. If any provision or sub-provision (or identifiable
part
thereof) is held to be invalid or unenforceable, then such invalidity
or
unenforceability shall not affect the remaining provisions (or
identifiable parts thereof) in this Agreement or the
Schedule.
|
| 37. |
Collective
Agreements
|
|
37.1.
|
There
are no collective agreements applicable to the Executive’s
employment.
|
|
38.
|
Governing
Law
|
|
38.1.
|
The
interpretation and enforcement of this Agreement shall be governed
by and
construed in all respects in accordance with the Law of Scotland
and the
parties submit to the non-exclusive jurisdiction of the Scottish
courts.
|
27
|
Signed
for and on behalf of
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THE
ROYAL BANK OF SCOTLAND plc
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/s/▇▇▇▇
▇▇▇▇▇
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on
[ ]
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▇▇▇▇
▇▇▇▇▇
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by
▇▇▇▇ ▇▇▇▇▇, Group Director, Human Resources
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Signed
by /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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on
27/2/07
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/s/
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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before
the undernoted witness:-
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Witness)
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Full
Name
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/s/▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
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Address
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▇▇
▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇
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Occupation
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Assistant
Manager
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28
ROYAL
BANK OF SCOTLAND plc
EXECUTIVE
SEVERANCE ARRANGEMENTS
| 1. |
Introduction
|
It
is the
policy of the Company to seek to provide security of employment for every member
of staff whilst having regard to the need for continued profitability and
efficiency. The Company shall strive to cope with future fluctuations in
staffing requirements by endeavouring to find alternative employment for
employees within the Group. However, should circumstances arise where the
Company’s policy of safeguarding the current or future employment of staff
cannot be maintained in respect of members of the executive staff of the Company
(“the Executives”), then, as a last resort, the methods and arrangements for
terminating the employment of Executives as outlined in this Schedule will
apply.
| 2. |
Notification
of Potential Redundancies and
Redeployment
|
Where
Executive redundancies are anticipated, the Company shall, wherever
possible:
| (a) |
as
soon as practicable notify Executives who are likely to be affected;
and
|
|
(b)
|
attempt
to re-deploy surplus Executives in one area to suitable alternative
employment elsewhere within the Group. The Company will in the first
instance, conduct an executive assessment process using the Company’s
chosen executive selection partner. This process combines a systematic
interview and completion of a range of occupational questionnaires
designed to measure
|
|
·
|
Functional,
Technical Competence
|
|
·
|
Achieved
Results
|
|
·
|
Intellectual
Calibre
|
|
·
|
Personal
Qualities
|
|
·
|
Business
Acumen
|
29
If
there
are no distinguishing differences between individuals, additional factors which
will then be taken into account in order to identify the most suitable candidate
for any suitable alternative role include, in no particular order:-
|
·
|
Current
levels of performance and conduct
|
|
·
|
Specific
knowledge or skills
|
All
offers of redeployment (whether suitable alternative employment or alternative
employment), including any training, shall be made by the Company in writing
and
acceptance by the Executive should be in writing. In certain circumstances
the
Company may require the Executive to accept suitable alternative employment.
Should the Executive unreasonably refuse to accept suitable alternative
employment, the Executive may forfeit any entitlement to a redundancy
payment.
| 3. |
Voluntary
Early Retirement
|
When
the
Company has, in accordance with paragraph 2 of this Schedule, advised Executives
of a situation which may involve surplus Executives and the redeployment
arrangements have not identified any suitable alternative employment or the
Executive has not been identified as the most suitable candidate for any
suitable alternative role which exists, the Company, other than in exceptional
circumstances, may invite applications from affected Executives for voluntary
early retirement. Whether or not such applications are accepted will be at
the
absolute discretion of the Company. Since no pension can be paid to staff below
age 50 (age 55 from 6 April 2010), this section covers only Executives in excess
of that age who are also members of the Company’s Pension Fund. The terms of
Voluntary Early Retirement are as follows:-
| (a) |
Pension
|
For
Executives who qualify for a pension, such pension is payable immediately,
as
calculated within the terms of the Company’s Pension Fund, without actuarial
discount, including commutation rights, based on pensionable service at the
date
of termination of service.
30
| (b) Cash Payment | ||
|
1
year’s service and over
|
-
13 weeks’ pay
|
|
|
2
years’ service and over
|
-
17 weeks’ pay
|
|
|
3
years’ service and over
|
-
22 weeks’ pay
|
|
|
4
years’ service and over
|
-
27 weeks’ pay
|
|
|
5
to 9 years’ service
|
-
32 weeks’ pay
|
|
|
10
to 14 years’ service
|
-
38 weeks’ pay
|
|
|
15
to 19 years’ service
|
-
46 weeks’ pay
|
|
|
20
to 24 years’ service
|
-
57 weeks’ pay
|
|
|
25
to 29 years’ service
|
-
68 weeks’ pay
|
|
|
30
to 34 years’ service
|
-
79 weeks’ pay
|
|
|
35
years’ service and over
|
-
90 weeks’ pay
|
The
following conditions shall apply to such Cash Payment:-
|
(i)
|
service
is continuous service calculated as at the date of termination by
reference to the commencement date specified in Clause 3 of the Service
Agreement;
|
|
(ii)
|
the
calculation of a week’s or month’s (where appropriate) pay is on basic
salary (the Salary Element as defined in Clause 8 of the Agreement)
and
excludes all other allowances or
payments;
|
|
(iii)
|
the
cash payment is inclusive of entitlement to a statutory redundancy
payment
(if any); and
|
|
(iv)
|
the
number of weeks or months (where appropriate) on which the cash payment
is
based will not exceed the period of employment remaining prior to
normal
retirement date regardless of whether payment in lieu of notice is
made.
|
| (c) |
Staff
House Purchase Loans
|
Existing
loans under the Company’s Staff House Purchase Scheme shall be allowed to
continue on the existing terms and conditions arranged, provided they allow
for
the loan to be repaid by the normal retirement date.
31
If
the
Executive obtains employment with an employer which offers mortgage facilities,
the Staff House Purchase loan shall be repaid as soon as eligibility under
the
new employer’s scheme is attained.
The
Company will not consider applications for increases in borrowing. However,
it
will consider applications to move house, within the existing facility and
subject to the Company’s approval of the property to be purchased. In such
cases, the retention of any surplus arising on sale within the facility will
be
subject to the provisions of the Company’s Staff House Purchase Scheme in force
at the time of sale.
All
other
conditions of the Company’s Staff House Purchase Scheme shall apply to the
loan.
| (d) |
Other
Banking Facilities
|
All
other
banking facilities shall be on the Company’s terms and conditions for the
conduct of staff pensioners’ accounts.
| (e) |
Car
Schemes
|
The
same
arrangements will apply to members of the Company’s Executive Car Scheme as
apply to Executives retiring at the normal retirement age and in accordance
with
the scheme rules under RBSelect.
| 4. |
Voluntary
Redundancy
|
Where
the
arrangements for redeployment have not identified a suitable alternative role
for the Executive and voluntary early retirement has not resolved, or is
unlikely to resolve, the situation, the Company may, other than in exceptional
circumstances, invite applications from Executives for voluntary redundancy.
Whether or not such applications are accepted will be at the absolute discretion
of the Company. This section applies only to Executives not covered by voluntary
early retirement, i.e. those below age 50 or those aged 50 or over who do not
qualify for a pension under the Company’s Pension Fund.
If
the
Application is accepted the following will apply to the Executive:-
32
Voluntary
Redundancy and Pension
Executives
below age 50 who are members of the Company’s Pension Fund will have payment of
their pensions deferred and paid at normal retirement age. Deferred pensions
of
such Executives will be increased during the period of deferment by the greater
of:-
| 1. |
the
annual increases as awarded in respect of pensions in payment;
or
|
| 2. |
the
statutory increases in accordance with the Social Security ▇▇▇
▇▇▇▇.
|
The
Social Security ▇▇▇ ▇▇▇▇ requires that the deferred pension in excess of the
Guaranteed Minimum Pension will be increased by the lower of the increase in
the
Retail Price Index or 5% per annum, over the period of deferment.
Voluntary Redundancy
and Payments
| (a) |
Cash
payments will be made on the basis of the higher of:-
|
|
(i)
|
a
cash payment calculated by reference to the Executive’s period of
employment as outlined in paragraph 3(b) of this Schedule; or if
higher
|
|
(ii)
|
6
months’ salary (see also paragraph 7) of this
Schedule
|
each
on
the conditions outlined in paragraph 3(b) of this Schedule.
The
Executive’s entitlement to payment under the Profit Sharing Scheme will be
determined by the Profit Sharing Scheme Deeds of Trust and Supplementary
Deeds.
| (b) |
Additional
Payment
|
In
addition to the cash payment, and in respect of Executives aged 40 or over
but
under 50, a payment will be made related to age and service as at date of
termination based on the following number of weeks’ pay for each year of
service:-
33
|
Age
in Years/Months
|
No
of Weeks’ Pay
|
||
|
40
to 40/11
|
0.20
|
||
|
41
to 41/11
|
0.38
|
||
|
42
to 42/11
|
0.55
|
||
|
43
to 43/11
|
0.71
|
||
|
44
to 44/11
|
0.86
|
||
|
45
to 45/11
|
1.00
|
||
|
46
to 46/11
|
1.13
|
||
|
47
to 47/11
|
1.25
|
||
|
48
to 48/11
|
1.36
|
||
|
49
to 49/11
|
1.47
|
| (c) |
Staff
House Purchase Loans
|
Existing
Loans under the Company’s Staff House Purchase Scheme shall be allowed to
continue on the existing terms and conditions arranged, subject to the
additional conditions set out below, for a period of up to five years from
the
date of termination of employment. Five years after the date of termination
of
employment, any outstanding borrowing will be subject to the terms and
conditions of House Purchase Loans which apply to customers of the
Company.
The
rate
of interest on each Staff House Purchase Loan shall be increased by 2% on each
of the first four anniversaries of the date of termination of employment subject
to the rate not exceeding that charged to the Company’s customers.
Executives
shall sign a mandate authorising variation of the monthly repayments in line
with changes in the interest rate and these variations shall be calculated
in
such a way that repayment of the loan is achieved without extension of the
original term of the loan.
If
employment is obtained which offers mortgage facilities, the Staff House
Purchase loan shall be repaid as soon as eligibility under the new employer’s
scheme is attained.
34
The
Company will not consider applications for increases in borrowing. However,
it
will consider applications to move house, within the existing facilities and
subject to the Company’s approval of the property to be purchased, normally for
the purpose of taking up new employment. In such cases, the retention of any
surplus arising on sale within the facility will be subject to the provisions
of
the Company’s Staff House Purchase Scheme in force at the time of
sale.
All
other
conditions of the Company’s Staff House Purchase Scheme shall apply to the
loan.
| (d) |
Other
Banking Facilities
|
On
termination of employment, Current Accounts, Deposit Accounts and any other
loans and accounts not mentioned elsewhere, shall immediately become subject
to
the rates and terms applicable to customers of the Company.
Loans
repayable within 4 years or less of being granted other than where a loan has
been granted to purchase a car previously allocated under the terms of a Car
Scheme - see paragraph 5(e) below, shall continue on the terms and conditions
arranged at staff rates until the agreed repayment date, at which time any
outstanding borrowing must be repaid.
| (e) |
Car
Schemes
|
The
same
arrangements will apply to members of the Company’s Executive Car Scheme as
apply to Executives retiring at the normal retirement age and in accordance
with
the rules under RBSelect.
| (f) |
Full
and final settlement
|
The
Voluntary Redundancy terms together with any payment made in respect of payment
in lieu of notice in accordance with paragraph 6 below are paid in full and
final settlement of all claims for statutory redundancy pay, wrongful dismissal
or breach of contract (if any). It is a condition of the voluntary redundancy
arrangements that the Executive enters into an agreement accepting the full
and
final nature of the payments.
35
| 5. |
Compulsory
Redundancy
|
Where
the
Company considers that compulsory redundancy is unavoidable, the terms for
any
compulsory redundancies deemed necessary by the Company will be those which
apply in this Schedule in either Voluntary Early Retirement (paragraph 3) or
Voluntary Redundancy (paragraph 4) depending on the age of the Executive and
his
or her membership of the Company’s Pension Fund. For the avoidance of doubt the
Compulsory Redundancy terms together with any payment made in respect of payment
in lieu of notice in accordance with paragraph 6 below are paid in full and
in
full and final settlement of all claims for statutory redundancy pay, wrongful
dismissal or breach of contract (if any). The date of termination of employment
shall be notified in writing by the Company.
| 6. |
Notice
of Redundancy to
Employees
|
The
Company may at its absolute discretion insist that the Executive work their
notice period or choose to apply the provisions of Clause 29 of the Service
Agreement. The Company reserves the right, however, to make payment in lieu
of
notice in accordance with Clause 26.3 of the Service Agreement.
| 7. |
Executives
Leaving Prior to Completion of
Notice
|
Executives
may apply to leave before their period of notice expires and hence waive part
or
all of their notice. Agreement to this shall not be unreasonably withheld but
shall be judged in light of individual circumstances and the operational
requirements of the Company. Where such agreement has been given in writing
entitlement to redundancy or retirement terms shall not be withheld except
that
there shall be no payment in lieu of notice beyond the revised date of
termination of employment. However, Executives who leave before their period
of
notice expires, without the agreement of the Company in writing, may forfeit
their entitlement to redundancy payments or retirement terms outside of the
scope of the Company’s Pension Fund.
| 8. |
Assistance
to Redundant
Executives
|
|
(a)
|
In
addition to the procedures in this Schedule, to minimise the effect
of
redundancy, the Company will endeavour to assist redundant Executives
to
find other employment.
|
36
|
(b)
|
Any
reasonable request for time off to seek other employment will be
approved.
|
|
(c)
|
A
counselling service will be offered to all Executives under notice
of
redundancy in accordance with this Schedule. Each Executive will
be
interviewed by the Director, Human Resources to discuss his or her
personal position and severance
entitlements.
|
|
9.
|
Dismissal
other than on the Grounds of Redundancy or Early
Retirement
|
Where
it
is necessary to dismiss an Executive already under notice of redundancy or
whose
application for early retirement has been accepted, entitlement to all benefits
under the terms of this Schedule will be lost other than those which apply
under
the terms of the Company’s Pension Scheme which include a right to set-off in
favour of the Company in certain circumstances.
37