National Grid 2008 Annual Report Download - page 432

BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 44074
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: 6
Description: EXH 4(C).8
0/4842.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/842/4*
BOWNE INTEGRATED TYPESETTING SYSTEM
CRC: 44074
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: 6 Description: EXH 4(C).8
0/4842.00.00.00Y59930BNY
[E/O] EDGAR 2 *Y59930/842/4*
5
7.4 The Executive is entitled to paid vacation each year in accordance with the Company’s vacation policy for similarly
situated senior executives (but in no event less than 25 days annually).
7.5 The Executive shall be eli
g
ible to participate in employee benefit and welfare plans, includin
g
plans providin
g
retirement
benefits, medical, dental, hospitalization, life or disability insurance, on the same basis as provided to similarly situated
senior executives of the Parent (except as determined by the Remuneration Committee of the Board and/or except to
the extent such participation would result in duplication of benefits by reason of the Executive’s participation in similar
KeySpan Corporation arrangements). For purposes of this Agreement, “employee benefit and welfare plans” do not
include any severance, termination or redundancy plan, pro
g
ram or arran
g
ement operated by any member of the
Group.
7.6 The Company recognizes that the Executive presently has the right to terminate employment by reason of “Good
Reason” under the terms of that certain Employment A
g
reement dated as of February 24, 2005 between KeySpan
Corporation and the Executive as amended August 2, 2007 (the “KeySpan Employment Agreement”), and receive
severance payments and benefits under the KeySpan Employment A
g
reement. In order to incentivize the Executive to
continue in the employ of the Company durin
g
the critical transition period followin
g
the KeySpan Mer
g
er Date, the
parties hereby agree to the following:
7.6.1 On January 10, 2008 (the “Payment Date”), the Company will pay the Executive the amount(s) and
benefit(s) (the “Buyout Amount”) set forth on Schedule A of this A
g
reement, provided that the Executive
has not been terminated for “Cause” (as defined in the KeySpan Employment A
g
reement except that
reference to “laws of the United States” in section 4(b)(i) thereof is hereby amended to state “laws of the
United States or the United Kingdom” and references to “Company” and “Board” in sections 4(b)(i),
(ii) and (iii) are hereby amended to mean “National Grid plc” and the “Board of Directors of National Grid
plc,” respectively) prior to then. However, should the Executive die before the Payment Date, the Buyout
Amount will be paid to the Executive’s estate within 30 days after his death (but not prior to January 1,
2008). The Company’s obli
g
ation to pay the Buyout Amount to the Executive pursuant to this clause 7.6.1
shall not be subject to the Executive’s continued employment with the Company or any other conditions
(other than clause 7.6.2(v)).