National Grid 2008 Annual Report Download - page 429

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 8400
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-4.C.8, Doc: 9, Page: 3
Description: EXH 4(C).8
0/4839.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/839/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 8400
Name: NATIONAL GRID
Date: 17-JUN-2008 03:10:51.35Operator: BNY99999TPhone: [phone]Site: BOWNE OF NEW YORK
Y59930.SUB, DocName: EX-4.C.8, Doc: 9, Page: 3 Description: EXH 4(C).8
0/4839.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/839/4*
2
2.2 The Executive represents and warrants to the Company that he is not prevented from takin
g
up the Employment or from
performin
g
his duties in accordance with the terms of this A
g
reement by any obli
g
ation or duty owed to any other party,
whether contractual or otherwise.
3 Appointment and Duties of the Executive
3.1 The Executive will serve the Company as Chairman of National Grid USA from the Commencement Date or in any
other executive capacity as the Executive and the Company may agree from time to time.
3.2 As soon as practicable followin
g
the Commencement Date, the Parent shall appoint the Executive as, and Executive
agrees to serve as, an Executive Director of the Parent (it being understood that the Executive’s continuin
g
service as
an Executive Director is sub
j
ect to the vote of the Parent’s shareholders at the a
pp
licable annual
g
eneral meetin
g)
.
3.3 The Executive will:
3.3.1 devote the whole of his business time, attention and skill to the Em
p
lo
y
ment;
3.3.2 properly perform his duties and exercise his powers, as described under Exhibit A hereto;
3.3.3 acce
p
t an
y
offices or directorshi
p
s as reasonabl
y
re
q
uired b
y
the Board;
3.3.4 comply with all rules and regulations issued by the Company;
3.3.5 obe
y
the reasonable and lawful directions of the Board; and
3.3.6 use his best endeavors to promote the interests and reputation of every Group Company.
3.4 The Executive acce
p
ts that with his consent
(
which he will not unreasonabl
y
withhold or dela
y)
:
3.4.1 the Company or the Parent may require him to perform duties for any other Group Company whether for the
whole or part of his workin
g
time. In performin
g
those duties clause 3.3.4 will apply as if references to the
Company are to the appropriate Group Company. The Company will remain responsible for the payments
and benefits he is entitled to receive under this A
g
reement (however, the actual payments and benefits may
be delivered by any Group Company); and
3.4.2 the Com
p
an
y
ma
y
transfer the Em
p
lo
y
ment to an
y
other Grou
p
Com
p
an
y
.