EX-4.C.9






EXHIBIT
4(c).9




Dated July 11, 2007




NATIONAL GRID PLC,




NATIONAL GRID USA




and




MR. THOMAS KING




EMPLOYMENT AGREEMENT





 









 







This Employment Agreement (this “Agreement”) is made on this 11 day of July, 2007 among:





	(1)	 	National Grid plc incorporated in the UK with registered number 04031152 whose registered
office is at 1-3 The Strand, London WC2N 5EH (the “Parent”);

	 
	(2)	 	National Grid USA, a wholly-owned subsidiary of the Parent (the “Company”), and

	 
	(3)	 	Thomas King (the “Executive”).





This Agreement records the terms on which the Executive will serve the Parent and the Company.





	1	 	Interpretation

	 
	 	 	In this Agreement (and any schedules to it):

	 
	1.1	 	Definitions

	 
	 	 	“Board” means the board of directors of the Parent from time to time or any person or
committee nominated by the board of directors as its representative for the purposes of this
Agreement;

	 
	 	 	“Employment” means the employment governed by this Agreement;

	 
	 	 	“Group” means the Parent, its ultimate holding company from time to time and the Parent’s
associates (as defined in section 435 of the Insolvency Act 1986) from time to time;

	 
	 	 	“Group Company” means a member of the Group and “Group Companies” will be interpreted
accordingly;

	 
	 	 	“holding company” has the meaning given in section 736 of the Companies Act 1985; and

	 
	 	 	“Listing Rules” means the listing rules made by the Financial Services Authority in exercise
of its functions as competent authority pursuant to Part VI of the Financial Services and
Markets Act 2000.

	 
	2	 	Commencement of Employment

	 
	2.1	 	The Employment will start on July 23, 2007 (the “Commencement Date”). The Employment will
continue until termination in accordance with the provisions of this Agreement.

	 
	2.2	 	The Executive represents and warrants to the Company that he is not prevented from taking up
the Employment or from performing his duties in





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	 	 	accordance with the terms of this Agreement by any obligation 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 Executive Director, Electricity Distribution and
President 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 following 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 continuing service as an Executive Director is subject to the
vote of the Parent’s shareholders at the applicable annual general meeting).

	 
	3.3	 	The Executive will:







	 	3.3.1	 	devote the whole of his time, attention and skill to the Employment;

	 
	 	3.3.2	 	properly perform his duties and exercise his powers;

	 
	 	3.3.3	 	accept any offices or directorships as reasonably required by the Board;

	 
	 	3.3.4	 	comply with all rules and regulations issued by the Company;

	 
	 	3.3.5	 	obey the 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 accepts that with his consent (which he will not unreasonably withhold or
delay):







	 	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 working time. In performing 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 Agreement (however, the actual payments and benefits may
be delivered by any Group Company) and;

	 
	 	3.4.2	 	the Company may transfer the Employment to any other Group Company.







	3.5	 	The Executive will keep the Board (and, where appropriate, the board of directors of any
other Group Company) fully informed of his conduct of the





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	 	 	business, finances or affairs of the Company or any other Group Company in a prompt and
timely manner. He will provide information to the Board in writing if requested.







	3.6	 	The Executive will promptly disclose to the Board full details of any wrongdoing by any
employee of any Group Company where that wrongdoing is material to that employee’s employment
by the relevant Group Company or to the interests or reputation of any Group Company.







	3.7	 	Subject to applicable law, at any time during the Employment the Company may require the
Executive to undergo a medical examination by a medical practitioner appointed by the Company.
The Executive authorizes that medical practitioner to disclose to the Company any report or
test results prepared or obtained as a result of that examination and to discuss with it any
matters arising out of the examination which are relevant to the Employment or which might
prevent the Executive properly performing the duties of the Employment.

	 
	4	 	Hours

	 
	4.1	 	The Executive will comply with the Company’s normal hours of work and will also work any
additional hours which may be reasonably necessary to perform his duties to the satisfaction
of the Board. He will not receive any further remuneration for any hours worked in addition to
the normal working hours.

	 
	5	 	Interests of the Executive

	 
	5.1	 	The Executive will disclose promptly in writing to the Board all his interests (for example,
shareholdings or directorships) in any businesses whether or not of a commercial or business
nature except his interests in any Group Company.

	 
	5.2	 	Subject to clause 5.3, during the Employment the Executive will not be directly or indirectly
engaged or concerned in the conduct of any activity which is similar to or competes with any
activity carried on by any Group Company (except as a representative of the Company or with
the written consent of the Board).

	 
	5.3	 	The Executive may not hold or be interested in investments which amount to more than three
per cent of the issued investments of any class of any one company, whether or not those
investments are listed or quoted on any recognized Stock Exchange or dealt in on the
Alternative Investments Market.











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	5.4	 	The Executive will (and will ensure that his spouse and dependent children) comply with all
rules of law, including Part V of the Criminal Justice Act 1993, the Model Code as set out in
the annex to Chapter 9 of the Listing Rules as amended from time to time and rules or policies
applicable to the Group from time to time in relation to the holding or trading of securities.

	 
	6	 	Location

	 
	6.1	 	The Executive will work at the Boston area office of the Company or anywhere else within the
United States or the United Kingdom required by the Board. He will be required to travel and
work outside the United States from time to time but unless otherwise agreed with the Board
will not be required to live outside the United States.

	 
	7	 	Base Salary and Benefits

	 
	7.1	 	The Company will pay the Executive an annual base salary of $1,000,000. Base salary will
accrue from day to day and will be paid in accordance with the Company’s payroll practices as
they exist from time to time. Salary will be reviewed annually, normally commencing in June of
each year. The first review will take place in June 2008.

	 
	7.2	 	The salary referred to in clause 7.1 will be inclusive of any remuneration or fees which the
Executive is or becomes entitled to as an office holder in the Company or any Group Company or
any other company in which the Executive becomes an office holder as part of or in connection
with his duties under this Agreement. To achieve this:







	 	7.2.1	 	the Executive will repay any fees he receives to the Company; or

	 
	 	7.2.2	 	his base salary will be reduced by the amount of those fees; or

	 
	 	7.2.3	 	a combination of the methods set out in clauses 7.2.1 and 7.2.2 will be
applied.







	7.3	 	The Executive may, at the discretion of the Remuneration Committee of the Board, be invited
to participate in any bonus plan operated by the Company from time to time. If so invited, the
Executive’s participation in such bonus plan and the amount (if any) payable under it will be
at the discretion of the Remuneration Committee and/or in accordance with the rules of that
plan from time to time in force. Participation in a bonus plan for one year does not entitle
the Executive to participation in any bonus plan for any other year.







	7.4	 	The Executive shall be eligible to participate in the Company’s Executive Supplemental
Retirement Plan (the “ESRP”) in accordance with the terms





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	 	 	and conditions thereof, subject to the following modifications: The Executive shall
participate in the ESRP as a Level B participant and vest in his ESRP benefit six (6) months
following the Commencement Date, be credited under the ESRP with years of service and
eligible pay used in the calculation of the Executive’s vested benefit under the terms of
the PG&E Corporation Supplemental Executive Retirement Plan (the “PGE SERP”) but the ESRP
accrued benefit shall be offset by the total accrued benefit payable at age 55 under the PGE
SERP and the PG&E Company Retirement Plan, with such offset value determined as of the
Commencement Date; be credited with an additional five (5) years of service under the ESRP
as of June 1, 2011 (if the Executive remains employed within the Group up through that
date); and shall become a Level A participant if the Executive remains employed within the
Group through the date he attains age 55. For the avoidance of doubt, the years of service
and eligible pay used in the calculation of the PGE SERP, as well as the total accrued
benefit payable to the Executive at age 55 under the PGE SERP, shall be based upon
documentation the Executive obtains from PG&E following his termination of employment with
PG&E, and which particulars will not be affected by any amendments to the PGE SERP following
the Commencement Date.







	7.5	 	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).

	 
	7.6	 	The Executive shall be eligible to participate in employee benefit and welfare plans,
including plans providing 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). For purposes of
this Agreement, “employee benefit and welfare plans” do not include any severance, termination
or redundancy plan, program or arrangement operated by any member of the Group.

	 
	8	 	Expenses

	 
	8.1	 	The Company will refund to the Executive all reasonable expenses properly incurred by him in
performing his duties under this Agreement, provided that these are incurred in accordance
with Company policy from time to time. The Company will require the Executive to produce
receipts or other documents as proof that he has incurred any expenses he claims.





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	8.2	 	If the Executive is provided with a credit or charge card by the Company this must only be
used for expenses which he incurs in performing the duties of the Employment.

	 
	9	 	Confidentiality

	 
	9.1	 	Without prejudice to the common law duties which he owes to the Group the Executive agrees
that he will not, except in the proper performance of his duties, copy, use or disclose to any
person any of the Group’s trade secrets or confidential information. This restriction will
continue to apply after the termination of the Employment without limit in time but will not
apply to trade secrets or confidential information which become public other than through
unauthorized disclosure by the Executive. The Executive will use his best endeavors to prevent
the unauthorized copying, use or disclosure of such information.







For the purposes of this Agreement, trade secrets and confidential information
include but will not be limited to technical data, know-how, information technology
and know-how relating to the Group, customer lists, pricing information, information
relating to the Group’s marketing and financial strategies, marketing materials,
financial information and any other information concerning the affairs of the Group
or the personnel of the Group which is for the time being confidential, which the
Executive is told is confidential or which by its nature is obviously confidential
and whether such information is in written, oral, visual, electronic or any other
form.




	9.2	 	In the course of the Employment the Executive is likely to obtain trade secrets and
confidential information belonging or relating to other Group Companies and other persons. He
will treat such information as if it falls within the terms of clause 9.1 and clause 9.1 will
apply with any necessary amendments to such information. If requested to do so by the Company
the Executive will enter into an agreement with other Group Companies and any other persons in
the same terms as clause 9.1 with any amendments necessary to give effect to this provision.

	 
	9.3	 	Nothing in this Agreement should or will prevent the Executive from raising any concerns in
accordance with the provisions of the National Grid Standards of Ethical Business Conduct and
the Requirement for Written Codes of Ethics for Employees (incorporating Whistleblowing
Protection).

	 
	10	 	Intellectual Property

	 
	10.1	 	The Executive must disclose immediately to the Company any discovery or invention, secret
process or improvement in procedure made or discovered





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	 	 	by the Executive during his employment in connection with or in any way affecting or
relating to the business of the Company or any Group Company or capable of being used or
adapted for use in or in connection with any such company (“Inventions”) which Inventions
will belong to and be the absolute property of the Company or such other person, firm,
company or organization as the Company may require.

	 
	10.2	 	If requested by the Board (whether during or after the termination of his employment) the
Executive will at the expense of the Company apply or join in applying for letters patent or
other similar protection in the United States, the United Kingdom or any other part of the
world for all Inventions and will do everything necessary (including executing documents) for
vesting letters patent or other similar protection when obtained and all right and title to
and interest in all Inventions in the Company absolutely and as sole beneficial owner or in
such other person, firm, company or organization as the Company may require.

	 
	10.3	 	The Executive will (both during and after the termination of his employment) at the Company’s
expense anywhere in the world and at any time promptly do everything (including executing
documents) that may be required by the Board to defend or protect for the benefit of the
Company all Inventions and the right and title of the Company to them.

	 
	10.4	 	The entire copyright and all similar rights (including future copyright, the right to
register trade marks or service marks and the right to register designs and design rights)
throughout the world in works of any description produced by the Executive in the course of or
in connection with his employment (“Works”) will vest in and belong to the Company absolutely
throughout the world for the full periods of protection available in law including all
renewals and extensions.

	 
	10.5	 	The Executive will (both during and after the termination of his employment) at the Company’s
request and expense anywhere in the world and at any time promptly do everything (including
executing documents) that may be required by the Board to assure, define or protect the rights
of the Company in all Works.

	 
	10.6	 	The Executive will not make copies of any computer files belonging to any Group Company or
their service providers and will not introduce any of his own computer files into any computer
used by any Group Company in breach of any Group Company policy, unless he has obtained the
consent of the Board.

	 
	10.7	 	By entering into this Agreement the Executive irrevocably appoints the Company to act on his
behalf to execute any document and do anything in





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	 	 	his name for the purpose of giving the Company (or
its nominee) the full benefit of the provision of
clause 10 or the Company’s entitlement under
statute. If there is any doubt as to whether such a
document (or other thing) has been carried out
within the authority conferred by this clause 10.7,
a certificate in writing (signed by any director or
the secretary of the Company) will be sufficient to
prove that the act or thing falls within that
authority.

	 
	11	 	Termination and Suspension

	 
	11.1	 	The Employment will continue until terminated by either party giving written notice as set
out in clause 11.2.

	 
	11.2	 	Either party may terminate the Employment by giving not less than 12 months’ written notice
to the other.

	 
	11.3	 	Except as otherwise agreed by the Executive and the Company, notwithstanding the other
provisions of this Agreement and in particular clause 11.2, this Agreement will automatically
terminate at the end of the Company’s fiscal year in which the Executive’s 65th birthday
occurs.

	 
	11.4	 	The Company may at its sole and absolute discretion pay base salary alone (as referred to in
clause 7.1, at the rate in force at the time such payment is made) in lieu of any unexpired
period of notice (less any deductions the Company is required by law to make). Any payment by
the Company in lieu of any unexpired period of notice will be made as soon as practicable and,
in any event, completed within 2.5 months following the later of the end of the calendar year
or the Company fiscal year that occurs immediately following initial notice under clause 11.2.
The Executive is not entitled to participate in or benefit from any severance, termination or
redundancy plan, program or arrangement maintained by any Group Company; for the avoidance of
doubt, this is notwithstanding anything to the contrary that may be contained in such
severance, termination or redundancy plan, program or arrangement.

	 
	11.5	 	The Company may terminate the Employment by giving written notice to take immediate effect
whether or not the Executive’s entitlement to sick pay, contractual or otherwise, has been
exhausted if the Executive does not perform the duties of the Employment for a period of 364
days (whether or not consecutive) in any period of 2 years. This notice can be given whilst
the Executive continues not to perform his duties or on expiration of the 364 day period. In
this clause, ‘days’ includes Saturdays, Sundays and public holidays.











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	11.6	 	The Company may terminate the Employment by giving written notice to take immediate effect if
the Executive:







	 	11.6.1	 	has not performed his duties under this Agreement to the standard required by the
Board; or

	 
	 	11.6.2	 	commits any serious or persistent breach of his obligations under this Agreement; or

	 
	 	11.6.3	 	does not comply with any term of this Agreement; or

	 
	 	11.6.4	 	does not comply with any lawful order or direction given to him by the Board; or

	 
	 	11.6.5	 	is guilty of any gross misconduct or conducts himself (whether in connection with the
Employment or not) in a way which is harmful to any Group Company; or

	 
	 	11.6.6	 	is guilty of dishonesty or is convicted of an offense (other than a motoring offence
which does not result in imprisonment) whether in connection with the Employment or
not; or

	 
	 	11.6.7	 	commits (or is reasonably believed by the Board to have committed) a breach of any
legislation in force which may affect or relate to the business of any Group Company;
or

	 
	 	11.6.8	 	becomes of unsound mind, is bankrupted or has a receiving order made against him or
makes any general composition with his creditors or takes advantage of any statute
affording relief for insolvent debtors; or

	 
	 	11.6.9	 	becomes disqualified from being a director of a company or the Executive’s
directorship of the Parent terminates without the consent or concurrence of the Parent;
or

	 
	 	11.6.10	 	fails to maintain or becomes disqualified from maintaining registration with any
regulatory body, membership of which is reasonably required by the Company for the
Executive to carry out his duties.







	11.7	 	Where the Company terminates the Employment by giving written notice to take immediate effect
in accordance with either clause 11.5 or 11.6 (or in the case of the Executive’s death), for
the avoidance of doubt there is no obligation to give notice as set out in clause 11.1 or any
other period of notice or to make any payment in lieu of notice.

	 
	11.8	 	The Executive will have no claim for damages or any other remedy against the Company if the
Employment is terminated for any of the reasons set out in clause 11.5 or 11.6.





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	11.9	 	When the Employment terminates the Company may deduct from any money due to the Executive
(including remuneration) any amount which he owes to any Group Company.

	 
	11.10	 	The Company may suspend the Executive from the Employment on full base salary at any time,
and for any reason for a reasonable period to investigate any matter in which the Executive is
implicated or involved (whether directly or indirectly) and to conduct any related
disciplinary proceedings and such suspension shall not entitle the Executive to claim that he
has been constructively dismissed.

	 
	11.11	 	As a condition to making the payments and providing the benefits stated in this clause 11,
the Company may require the Executive to execute and deliver a general release in which he (i)
releases all claims that he may have in respect of his employment against any Group Company
and any of their respective past or present officers, directors or employees other than his
rights under this Agreement or another agreement into which he and the Company subsequently
enter and (ii) covenants that he has not filed and will not file any civil action, suit,
arbitration, administrative charge, or legal proceeding against any of the released parties in
respect of the released claims.

	 
	11.12	 	Unless the Group waives this requirement, the termination of the Employment for any reason
will constitute the Executive’s resignation from (1) any director, officer or employee
position he then has with any Group Company and (2) all fiduciary positions (including as
trustee) he holds with respect to any pension plans or trusts established by any Group
Company. The Executive agrees that this Agreement will serve as his written notice of
resignation in this circumstance.

	 
	12	 	Garden Leave

	 
	12.1	 	Neither the Company nor any Group Company is under any obligation to provide the Executive
with any work. At any time after notice to terminate the Employment is given by either party
under clause 11 above, or if the Executive resigns without giving due notice and the Company
does not accept his resignation, the Company may, at its absolute discretion, require the
Executive to take a period of absence called “garden leave” for a maximum period of 6 months
(the “Garden Leave Period”). The provisions of this clause shall apply to any Garden Leave
Period.

	 
	12.2	 	The Company may require that the Executive will not, without prior written consent of the
Board, be employed or otherwise engaged in the conduct of





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	 	 	any activity, whether or not of a business nature during the Garden Leave Period. Further,
if so requested by the Company, the Executive will not:







	 	12.2.1	 	enter or attend the premises of the Company or any other Group Company; or

	 
	 	12.2.2	 	contact or have any communication with any customer or client of the Company or any
other Group Company in relation to the business of the Company or any other Group
Company (other than purely social contract); or

	 
	 	12.2.3	 	contact or have any communication with any employee, officer, director, agent or
consultant of the Parent or any other Group Company in relation to the business of the
Parent or any other Group Company; or

	 
	 	12.2.4	 	remain or become involved in any aspect of the business of the Parent or any other
Group Company except as required by such companies.







	12.3	 	The Company may require the Executive:







	 	12.3.1	 	to comply with the provisions of clause 15; and

	 
	 	12.3.2	 	to immediately resign from any directorship, trusteeships or other offices which he
holds in the Parent, any other Group Company or any other company where such
directorship or other office is held as a consequence or requirement of the Employment,
unless he is required to perform duties to which any such directorship, trusteeship or
other office relates in which case he may retain such directorships, trusteeships or
other offices while those duties are ongoing. The Executive hereby irrevocably appoints
the Company to be his attorney to execute any instrument and do anything in his name
and on his behalf to effect his resignation if he fails to do so in accordance with
this clause 12.3.2.







	12.4	 	During the Garden Leave Period, the Executive will be entitled to receive his base salary and
all contractual benefits (excluding bonuses) in accordance with the terms of this Agreement.
Any unused vacation accrued at the commencement of the Garden Leave Period and any vacation
accrued during any such period will be deemed to be taken by the Executive during the Garden
Leave Period.

	 
	12.5	 	At the end of or at any time during the Garden Leave Period, the Company may, at it sole and
absolute discretion, pay the Executive base salary alone (as defined in clause 7.1) in lieu of
the balance of any period of notice given by the Company or the Executive (less any deductions
the Company is





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	 	 	required by law to make). In any event, and in
accordance with clause 11.4, the Company’s payment in
lieu of the unexpired period of notice will be completed
within 2.5 months following the later of the end of the
calendar year or the Company fiscal year that occurs
immediately following initial notice under clause 11.2.







	12.6	 	During the Garden Leave Period:







	 	12.6.1	 	the Executive shall provide such assistance as the Company or any Group Company may
require to effect an orderly handover of his responsibilities to any individual or
individuals appointed by the Company or any Group Company to take over his role or
responsibilities;

	 
	 	12.6.2	 	the Executive shall make himself available to deal with requests for information,
provide assistance, be available for meetings and to advise on matters relating to work
(unless the Company has agreed the Executive may be unavailable for a period); and

	 
	 	12.6.3	 	the Company may appoint another person to carry out his duties in substitution for
the Executive.







	12.7	 	All duties of the Employment (whether express or implied), including without limitation the
Executive’s duties of fidelity, good faith and exclusive service, shall continue throughout
the Garden Leave Period save as expressly varied by this clause 12.

	 
	12.8	 	The Executive agrees the exercise by the Company of its rights pursuant to this clause 12
shall not entitle the Executive to claim that he has been constructively dismissed.

	 
	13	 	Restrictions after Termination of Employment

	 
	13.1	 	In this clause:

	 
	 	 	“Prohibited Area” means the United States and any other country in the world in which the
Company or any Group Company has material business interests in the period of 12 months
ending on the Relevant Date;

	 
	 	 	“Relevant Date” means the Termination Date or, if earlier, the date on which the Executive
commences any Garden Leave Period;

	 
	 	 	“Restricted Period” means the period of 12 months (less any Garden Leave Period) commencing
on the Termination Date;

	 
	 	 	“Significant Customer” means any party with respect to whom the Company or any Group Company
derives, or expects to derive, revenue





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	 	 	which represents 1% or more of the revenue of the Group for the applicable fiscal year; and

	 
	 	 	“Termination Date” means the Executive’s last date of employment with the Group.







	13.2	 	The Executive is likely to obtain trade secrets and confidential information and personal
knowledge of and influence over customers, clients and employees of the Group during the
course of the Employment. To protect these interests of the Company, the Executive agrees with
the Company that he will be bound by the following covenants:







	 	13.2.1	 	during the Restricted Period and within the Prohibited Area he will not be employed
in, or carry on for his own account or for any other person, whether directly or
indirectly, (or be a director of any company engaged in) any business which, by virtue
of its location or otherwise, is or is about to be in competition with any business of
the Company or any other Group Company being carried on by such company at the Relevant
Date provided he was concerned or involved with that business to a material extent at
any time during the 12 months prior to the Relevant Date;

	 
	 	13.2.2	 	during the Restricted Period he will not (either on his own behalf or for or with any
other person, whether directly or indirectly) canvass or solicit in competition with
the Company or any other Group Company or deal with or otherwise accept in competition
with the Company or any Group Company the business of any customer which is or is about
to become a Significant Customer at the Relevant Date; and

	 
	 	13.2.3	 	during the Restricted Period he will not (either on his own behalf or for or with any
other person, whether directly or indirectly), entice or try to entice away from the
Company or any other Group Company any person who was senior employee, director,
officer, agent, senior consultant or senior associate of such a company at the
Termination Date and who had been senior employee, director, officer, agent, senior
consultant or senior associate at any time during the six months prior to the Relevant
Date and with whom he had worked closely at any time during that period.







	13.3	 	Each of the paragraphs contained in clause 13.2 constitutes an entirely separate and
independent covenant. If any covenant is found to be invalid this will not affect the validity
or enforceability of any of the other covenants.





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	13.4	 	Following the Termination Date, the Executive will not represent himself as being in any way
connected with the businesses of the Company or of any other Group Company (except to the
extent agreed by such a company).

	 
	13.5	 	Any benefit given or deemed to be given by the Executive to any Group Company under the terms
of clause 13 is received and held on trust by the Company for the relevant Group Company. The
Executive will enter into appropriate restrictive covenants directly with other Group
Companies if asked to do so by the Company.

	 
	13.6	 	Any termination of the Employment or of this Agreement (or breach of this Agreement by the
Executive, the Company or the Parent) shall have no effect on the continuing operation of this
clause 13.

	 
	13.7	 	The parties hereto acknowledge that the potential restrictions on the Executive’s future
employment imposed by this clause 13 are reasonable in both duration and geographic scope and
in all other respects. If for any reason any court of competent jurisdiction shall find any
provisions of this clause 13 unreasonable in duration or geographic scope or otherwise, the
Executive and the Company agree that the restrictions and prohibitions contained herein shall
be effective to the fullest extent allowed under applicable law in such jurisdiction.

	 
	13.8	 	The parties acknowledge that this Agreement would not have been entered into and the benefits
described in clause 7 would not have been promised in the absence of the Executive’s promises
under this clause 13.

	 
	13.9	 	In the event that the Executive breaches clause 13.2.1, 13.2.2, or 13.2.3, the Company’s
obligation to make or provide payments or benefits under clause 7 and 12 shall cease.

	 
	13.10	 	Before the Executive either applies for or accepts employment with any other person or
entity while any of clause 13.2.1, 13.2.2, or 13.2.3 is in effect, the Executive will provide
the prospective employer with written notice of the provisions of this clause 13 and will
deliver a copy of the notice to the Company.

	 
	13.11	 	The Executive agrees not to take any action that is intended to harm the Group or its
reputation or which leads to unwanted or unfavorable publicity to the Group or make any public
statement that disparages any member of the Group or any of their respective past or present
executive officers or directors.











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	14	 	Offers on Liquidation

	 
	14.1	 	The Executive will have no claim against the Company if the Employment is terminated by
reason of liquidation in order to reconstruct or amalgamate the Company or by reason of any
reorganization of the Company and the Executive is offered employment with the company
succeeding to the Company upon such liquidation or reorganization and the new terms of
employment offered to the Executive are no less favorable to him than the terms of this
Agreement.

	 
	15	 	Return of Company Property

	 
	15.1	 	At any time during the Employment (at the request of the Company) and in any event when the
Employment terminates, the Executive will immediately return to the Company:







	 	15.1.1	 	all documents and other materials (whether originals or copies) made or compiled by
or delivered to the Executive during the Employment and concerning all the Group
Companies. The Executive will not retain any copies of any materials or other
information; and

	 
	 	15.1.2	 	all other property belonging or relating to any of the Group Companies.







	15.2	 	When the Employment terminates the Executive will immediately return to the Company any car
provided to the Executive which is in the possession or under the control of the Executive.
The Company car must be returned in good condition (allowing for fair wear and tear).

	 
	15.3	 	If the Executive commences Garden Leave in accordance with clause 12 he may be required to
comply with the provisions of clause 15.1.

	 
	16	 	Directorships

	 
	16.1	 	The Executive’s office as a director of the Parent or any other Group Company is subject to
the Articles of Association or Certificate of Incorporation of the relevant company (as
amended from time to time). If the provisions of this Agreement conflict with the provisions
of the Articles of Association or Certificate of Incorporation, the Articles of Association or
Certificate of Incorporation will prevail.

	 
	16.2	 	The Executive must resign from any office held in any Group Company if he is asked to do so
by the Company.

	 
	16.3	 	If the Executive does not resign as an officer of a Group Company, having been requested to
do so in accordance with clause 16.2, the Company will be appointed as his attorney to effect
his resignation. By entering into this





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	 	 	Agreement, the Executive irrevocably appoints the Company as his attorney to act on his
behalf to execute any document or do anything in his name necessary to effect his
resignation in accordance with clause 16.2. If there is any doubt as to whether such a
document (or other thing) has been carried out within the authority conferred by this clause
16.3, a certificate in writing (signed by any director or the secretary of the Company) will
be sufficient to prove the act or thing falls within that authority.







	16.4	 	The termination of any directorship or other office held by the Executive will not terminate
the Executive’s employment or amount to a breach of terms of this Agreement by the Company.

	 
	16.5	 	During the Employment the Executive will not do anything which could cause him to be
disqualified from continuing to act as a director of any Group Company.

	 
	16.6	 	The Executive must not resign his office as a director of any Group Company without the
agreement of the Parent.

	 
	17	 	Notices

	 
	17.1	 	Any notices given under this Agreement must be given by letter or fax. Notice to either the
Parent or the Company must be addressed to its respective registered office at the time the
notice is given. Notice to the Executive must be given to him personally or sent to his last
known address.

	 
	17.2	 	Except for notices given by hand, notices given by post will be deemed to have been given on
the next working day after the day of posting and notices given by fax will be deemed to have
been given in the ordinary course of transmission.

	 
	18	 	Data Protection Act 1998

	 
	18.1	 	For the purposes of the Data Protection Act 1998 (the “Act”) the Executive gives his consent
to the holding, processing and disclosure of personal data (including sensitive data within
the meaning of the Act) provided by the Executive to the Company for all purposes relating to
the performance of this Agreement including, but not limited to:







	 	18.1.1	 	administering and maintaining personnel records;

	 
	 	18.1.2	 	paying and reviewing base salary and other remuneration and benefits;

	 
	 	18.1.3	 	providing and administering benefits (including if relevant, pension, life assurance,
permanent health insurance and medical insurance);





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	 	18.1.4	 	undertaking performance appraisals and reviews;

	 
	 	18.1.5	 	maintaining sickness and other absence records;

	 
	 	18.1.6	 	taking decisions as to the Executive’s fitness for work;

	 
	 	18.1.7	 	providing references and information to future employers, and if necessary,
governmental and quasi-governmental bodies for social security and other purposes, the
Inland Revenue and the Contributions Agency;

	 
	 	18.1.8	 	providing information to future purchasers of the Company or of the business in which
the Executive works; and

	 
	 	18.1.9	 	transferring information concerning the Executive to a country or territory outside
the European Economic Area.







	18.2	 	The Executive acknowledges that during his Employment he will have access to and process, or
authorize the processing of, personal data and sensitive personal data relating to employees,
customers and other individuals held and controlled by the Company. The Executive agrees to
comply with the terms of the Act in relation to such data and to abide by the Company’s data
protection policy issued from time to time.

	 
	19	 	Disputes

	 
	19.1	 	Mandatory Arbitration. Subject to the provisions of this clause 19, any controversy or claim
between the Executive and the Company arising out of or relating to or concerning this
Agreement (including the covenants contained in clause 13) or any aspect of his employment
with the Company or the termination of that employment (together, an “Employment Matter”) will
be finally settled by arbitration in Massachusetts administered by the American Arbitration
Association (the “AAA”) under its Employment Arbitration Rules then in effect. However, the
AAA’s Employment Arbitration Rules will be modified in the following ways: (i) the award must
not be a compromise but must be the adoption of the submission by one of the parties, (ii)
each arbitrator will agree to treat as confidential evidence and other information presented
to them to the same extent as the information is required to be kept confidential under clause
9, (iii) there will be no authority to award punitive damages (and the Executive and the
Company agree not to request any such award), (iv) the optional Rules for Emergency Measures
of Protections will apply, (v) there will be no authority to amend or modify the terms of this
Agreement except as provided in clause 20.2 (and the Executive and the Company agree not to
request any such amendment or modification), (vi) an award must be rendered within ten
business days of the parties’ closing statements or submission of post-





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	 	 	hearing briefs, and (vii) the arbitration will be conducted before a panel of three
arbitrators, one selected by the Executive within 10 days of the commencement of the notice
of arbitration, one selected by the Company in the same period and the third selected
jointly by these arbitrators (or, if they are unable to agree on an arbitrator within 30
days of the commencement of arbitration, the third arbitrator will be appointed by the
American Arbitration Association; provided that the arbitrator shall be a partner or former
partner at a nationally recognized law firm who is experienced in employment matters).

	 
	19.2	 	Injunctions and Enforcement of Arbitration Awards. The Executive or the Company may bring an
action or special proceeding in a state or federal court of competent jurisdiction sitting in
Massachusetts to enforce any arbitration award under clause 19.1. Also, the Company may bring
such an action or proceeding, in addition to its rights under clause 9 or 13 and whether or
not an arbitration proceeding has been or is ever initiated, to temporarily, preliminarily or
permanently enforce any part of clause 9 or 13. The Executive agrees that (i) violating any
part of clause 9 or 13 would cause damage to the Group that cannot be measured or repaired,
(ii) the Company therefore is entitled to an injunction, restraining order or other equitable
relief restraining any actual or threatened violation of clause 9 or 13, (iii) no bond will
need to be posted for the Company to receive such an injunction, order or other relief and
(iv) no proof will be required that monetary damages for violations of clause 9 or 13 would be
difficult to calculate and that remedies at law would be inadequate.

	 
	19.3	 	Jurisdiction and Choice of Forum. The Executive and the Company irrevocably submit to the
exclusive jurisdiction of any state or federal court located in Massachusetts over any
Employment Matter that is not otherwise arbitrated or resolved according to clause 19.1. This
includes any action or proceeding to compel arbitration or to enforce an arbitration award.
Both the Executive and the Company (i) acknowledge that the forum stated in this clause 19.3
has a reasonable relation to this Agreement and to the relationship between the Executive and
the Company and that the submission to the forum will apply even if the forum chooses to apply
non-forum law, (ii) waive, to the extent permitted by law, any objection to personal
jurisdiction or to the laying of venue of any action or proceeding covered by this clause 19.3
in the forum stated in this clause 19.3, (iii) agree not to commence any such action or
proceeding in any forum other than the stated in this clause 19.3 and (iv) agree that, to the
extent permitted by law, a final and non-appealable judgment in any such action or proceeding
in any such court will be conclusive and binding on the Executive and the Company. However,
nothing in this Agreement precludes





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	 	 	the Executive or the Company from bringing any action or proceeding in any court for the
purpose of enforcing the provisions of clause 19.1 and this clause 19.3.







	19.4	 	Waiver of Jury Trial. To the extent permitted by law, the Executive and the Company waive any
and all rights to a jury trial with respect to any Employment Matter.

	 
	19.5	 	This Agreement is governed by and will be interpreted in accordance with the laws of the
State of Massachusetts applicable to contracts made and performed in Massachusetts, excluding
application of its conflict of laws principles.

	 
	19.6	 	This Agreement will be binding on, inure to the benefit of and be enforceable by the parties
and their respective heirs, personal representatives, successors and assigns. This Agreement
does not confer any rights, remedies, obligations or liabilities to any entity or person other
than the parties hereto and their permitted successors and assigns.

	 
	20	 	Miscellaneous

	 
	20.1	 	This Agreement may be entered into in any number of counterparts, all of which taken together
shall constitute one and the same instrument. Any party may enter into this Agreement by
executing any such counterpart.

	 
	20.2	 	This Agreement may only be modified by the written agreement of the parties.

	 
	20.3	 	The Executive cannot assign this Agreement to anyone else.

	 
	20.4	 	References in this Agreement to rules, regulations, policies, handbooks or other similar
documents which supplement it, are referred to in it or describe any pensions or other
benefits arrangement are references to the versions or forms of the relevant documents as
amended or updated from time to time.

	 
	20.5	 	The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.

	 
	20.6	 	The Company may withhold from any amounts payable under this Agreement any applicable
withholding in respect of federal, state, local or foreign taxes.

	 
	20.7	 	This Agreement supersedes any previous written or oral agreement between the parties in
relation to the matters dealt with in it. It contains the whole agreement between the parties
relating to the Employment at the





- 19 -









 






	 	 	date the agreement was entered into (except for those terms implied by law which cannot be excluded by the agreement of the parties).
The Executive acknowledges that he has not been induced to enter into this Agreement by any representation, warranty or undertaking
not expressly incorporated into it. The Executive agrees and acknowledges that his only rights and remedies in relation to any
representation, warranty or undertaking made or given in connection with this Agreement (unless such representation, warranty or
undertaking was made fraudulently) will be for breach of the terms of this Agreement, to the exclusion of all other rights and
remedies (including those in tort or arising under statute).

	 
	20.8	 	Neither party’s rights or powers under this Agreement will be affected if:







	 	20.8.1	 	one party delays in enforcing any provision of this Agreement; or

	 
	 	20.8.2	 	one party grants time to the other party.







	20.9	 	References to any statutory provisions include any modifications or re-enactments of those
provisions.

	 
	20.10	 	Headings will be ignored in construing this Agreement.

	 
	20.11	 	If either party agrees to waive his or its rights under a provision of this Agreement, that
waiver will only be effective if it is in writing and it is signed by him or it. A party’s
agreement to waive any breach of any term or condition of this Agreement will not be regarded
as a waiver of any subsequent breach of the same term or condition or a different term or
condition.

	 
	20.12	 	The Executive hereby confirms that the execution of this Agreement and performance of his
obligations under this Agreement do not and will not conflict with, violate the terms of, or
constitute a default under, and will be in compliance with any agreement or instrument to
which he is a party or by which he is bound, or to which he is subject. The Executive further
confirms that he is not party to any employment contract, confidentiality agreement or other
agreement that contains any restriction that will affect the performance of his duties
hereunder. Executive represents that (A) his negotiations with the Group have not interfered
with his duties as an employee, partner or member of another entity, (B) he has not and will
not solicit or encourage any employee of another entity to leave such entity’s employment in
violation of any agreement between such entity and the Executive and (C) he has not, and will
not, use, retain or disclose to the Group any confidential information of another entity.

	 
	20.13	 	This Agreement is in consideration of the mutual covenants contained in it. The parties
hereto acknowledge the receipt and sufficiency of the





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	 	 	consideration to this Agreement and intend this Agreement to be legally binding.






EXECUTED on July 11, 2007 on behalf of




	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	/s/ Steve Holliday...   ...............................
	 
	 	 	 	 
	NATIONAL GRID PLC

	 	 	 	Director
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	..............................................................
	 
	 	 	 	 
	NATIONAL GRID USA

	 	 	 	Director
	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	/s/ Helen Mahy  ......................................
	 
	 	 	 	 
	 	 	Company Secretary/Director, NATIONAL GRID PLC
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	..............................................................
	 
	 	 	 	 
	 	 	Company Secretary/Director, NATIONAL GRID USA





BY SIGNING THIS AGREEMENT, I HEREBY CERTIFY THAT I (A) HAVE RECEIVED A COPY OF THIS AGREEMENT FOR
REVIEW AND STUDY BEFORE SIGNING IT, (B) HAVE READ THIS AGREEMENT CAREFULLY BEFORE SIGNING IT, (C)
HAVE HAD SUFFICIENT OPPORTUNITY TO REVIEW THE AGREEMENT WITH ANY ADVISOR I DESIRED TO CONSULT,
INCLUDING LEGAL COUNSEL, (D) HAVE HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING IT TO ASK ANY QUESTIONS
ABOUT THIS AGREEMENT AND HAVE RECEIVED SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS, AND (E)
UNDERSTAND MY RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT.




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	EXECUTED on July ___, 2007 by   
	 	}	 	/s/ Thomas B. King
	THOMAS KING
	 	 	 
	in the presence of:
	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Witness’s signature

	 	}
	 	/s/ Soo Ling Youngblood
	Name Soo Ling Yongblood
	 	 	 	 
	 
	 	 	 	 
	Address 655 12th Street
	 	 	 	 
	Oakland, CA 94607
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Occupation Executive Assistant
	 	 	 	 







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Table of Contents




	 	 	 	 	 	 	 
	Contents	 	Page	 
	 
	 	 	 	 	 	 
	1
	 	Interpretation	 	 	1	 
	 
	 	 	 	 	 	 
	2
	 	Commencement of Employment	 	 	1	 
	 
	 	 	 	 	 	 
	3
	 	Appointment and Duties of the Executive	 	 	2	 
	 
	 	 	 	 	 	 
	4
	 	Hours	 	 	3	 
	 
	 	 	 	 	 	 
	5
	 	Interests of the Executive	 	 	3	 
	 
	 	 	 	 	 	 
	6
	 	Location	 	 	4	 
	 
	 	 	 	 	 	 
	7
	 	Base Salary and Benefits	 	 	4	 
	 
	 	 	 	 	 	 
	8
	 	Expenses	 	 	5	 
	 
	 	 	 	 	 	 
	9
	 	Confidentiality	 	 	6	 
	 
	 	 	 	 	 	 
	10
	 	Intellectual Property	 	 	6	 
	 
	 	 	 	 	 	 
	11
	 	Termination and Suspension	 	 	8	 
	 
	 	 	 	 	 	 
	12
	 	Garden Leave	 	 	10	 
	 
	 	 	 	 	 	 
	13
	 	Restrictions after Termination of Employment	 	 	12	 
	 
	 	 	 	 	 	 
	14
	 	Offers on Liquidation	 	 	15	 
	 
	 	 	 	 	 	 
	15
	 	Return of Company Property	 	 	15	 
	 
	 	 	 	 	 	 
	16
	 	Directorships	 	 	15	 
	 
	 	 	 	 	 	 
	17
	 	Notices	 	 	16	 
	 
	 	 	 	 	 	 
	18
	 	Data Protection Act 1998	 	 	16	 
	 
	 	 	 	 	 	 
	19
	 	Disputes	 	 	17	 
	 
	 	 	 	 	 	 
	20
	 	Miscellaneous	 	 	19