Second Amend Agreement dated 12/21/2001.



  
 EXHIBIT 4.15 
  
  
 

 
  
  
  
  
  

 
 DATED 21 December 2001 
  
  

 
  
 SECONDMENT 
 AGREEMENT 
  
  
  
  
 Between 
  
  
  
 BHP Billiton Ltd 
  
 And

  
 C Goodyear 
  
 And 
  
 Billiton International Services Ltd

  
  
  
  
  
 BHP Billiton Limited   ABN 49 004 028 077 Registered in Australia 
 Registered Office: BHP Tower, 600
Bourke Street, Melbourne, Victoria 3000, Australia 
 (GPO Box 86A, Melbourne, Victoria 3001, Australia) 
 Telephone (61 3) 9609 3333; Telex AA30408; Facsimile (61 3) 9609 3015 
 A member of the BHP Billiton group, which
is headquartered in Australia 







 This Secondment Agreement is made on 21 December 2001 
  
 Between 
  

	(1)
	 
	BHP Billiton Limited whose registered office is at BHP Tower, 600 Bourke Street, Melbourne, Victoria 3000, Australia (the “Company”) and

 

  

	(2)
	 
	C Goodyear (the “Employee”) and 
 

  

	(3)
	 
	Billiton International Services Limited whose registered office is at 1-3 Strand, London, WC2N 5HA (the “Secondee Company”); and 



  
 WHEREAS:— 
  

	(a)
	 
	The Employee is employed by the Company under a contract dated 23rd March 1999 (“the Service Agreement”). 
 

  

	(b)
	 
	The Company wishes to second the Employee to the Secondee Company to perform duties for the Secondee Company and for any other Group Company which the Company
or the Secondee Company requires. 
 

  

	(c)
	 
	This Secondment Agreement records the terms on which the Employee will be seconded by the Company to the Secondee Company. 
 


 
 THE PARTIES AGREE AS FOLLOWS: 
  

	1.
	 
	Interpretation 
 

  
 “Remuneration Committee” means the Remuneration Committee of the board of directors of BHP Billiton Plc and BHP Billiton Ltd from time to time or any person or committee (including the board of directors of the
Company from time to time) nominated by the Remuneration Committee of BHP Billiton Plc and BHP Billiton Ltd as its representative for the purposes of this Agreement; 
  
 “BIS Secondment” means the employment governed by this Agreement; 
  
 “Plc Secondment Agreement” means the other secondment agreement dated 21 December 2001 between the Employee and BHP Billiton Plc in respect of his duties for that company; and

  

	 	“Plc
	 
	Secondment” means the employment under the Plc Secondment Agreement; 
 

  
 “Billiton Group” means the Company, its ultimate holding company for the time being and the associated companies (as defined in section 435 Insolvency Act
1986 and including any other company designated by BHP Billiton Plc as an associated company from time to time) of the Company for the time being; 
  
 “BHP” means BHP Billiton Limited (ABN 49 004 028 077) 
  
 “BHP Group” means BHP Billiton Limited, its ultimate holding company for the time being and the associated companies (as defined in section 435 Insolvency Act 1986) (if any) of BHP for the time being; 

 
 “Group” means the Billiton Group and the BHP Group; 







  
 “Group Company” means a member of the Group and “Group
Companies” will be interpreted accordingly; 
  
 “Holding Company” has the meaning given in
section 736 Companies Act 1985 as amended; 
  
 “Termination for Cause” means cessation of Employment
in circumstances which would constitute a fundamental breach of an Employee’s contract of employment such that, under the terms of the contract, the Employee could be dismissed without notice; or cessation of Employment due to an
Employee’s resignation to avoid such dismissal. 
  
 In this Secondment Agreement, unless the context requires
otherwise, words in the singular shall include the plural and vice versa and words imputing either gender shall include both genders. 
  

	2.
	 
	Secondment 
 

  

	 	2.1
	 
	The Company and the Employee agree that the Employee be seconded to the Secondee Company on the terms as set out below to perform duties for the Secondee
Company and for any other Group Company which the Company or the Secondee Company requires. Notwithstanding his secondment the Service Agreement with the Company remains in place save that, during the course of this Secondment Agreement all rewards
and benefits under the Service Agreement will be suspended and replaced with the rewards and benefits under this Secondment Agreement. 
 

  

	 	2.2
	 
	During the period in which the Employee shall be seconded hereunder to Secondee Company (“the Secondment Period”), he shall hold the position of Chief
Development Officer. 
 

  

	 	2.3
	 
	The Employee will provide services under the BIS Secondment when: 
 

  
 2.3.1  he is in Australia; 
  
 2.3.2  he is working for any Group Company based in Australia. 
  

	 	2.4
	 
	When the Employee is providing services under the BIS Secondment he should not hold himself out as an agent of BHP Billiton Plc. 



  

	 	2.5
	 
	This Secondment Agreement and the rights and obligations of the party to it are conditional upon: 
 

  

	 	2.5.1
	 
	the Employee being legally entitled to work in the UK during the entire Secondment Period. The Employee will be required to obtain and retain during the entire
Secondment Period any valid visas, residence and work permits necessary to enable the Employee to work in the UK and to undertake any travel which may be required by the Company. If any such visas or permits are refused or withdrawn, this Secondment
Agreement together with all rights and obligations contained in it will automatically terminate. 
 

  
 2.5.2  the Employee signing and returning to BHP Billiton Plc the Plc Secondment Agreement. 
  

	 	2.6
	 
	The Employee will comply with the Company’s normal hours of work and will also work (without additional pay) any additional hours which may be reasonably
necessary to perform his duties under this Agreement to the satisfaction of his superior. 
 








 The Employee acknowledges that for the purposes of the Working Time Regulations 1998 from time to time he may be required
to work in excess of 48 hours per week. The Employee may withdraw his consent to work more than 48 hours per week by giving not less than 3 months notice to the HR Department. 
  

	3.
	 
	Secondment Period 
 

  

	 	3.1
	 
	The Secondment Period will commence on 1st January 2002 (the “Commencement Date”). 
 

  

	 	3.2
	 
	Prior to the expiry of the Secondment Agreement, the nature of the position of the Employee, as mentioned in clause 2.2, and/or the Employee’s principal
place of work, as mentioned in clause 4 may vary as mutually agreed between the Company and the Employee from time to time. 
 

  

	 	3.3
	 
	The Company shall be entitled to terminate this Secondment Agreement (with immediate effect) by giving written notice to the Employee at any time and without
giving rise to any right of the Employee to compensation. Furthermore, this Secondment Agreement shall automatically terminate if the Employee’s employment with the Company under the Service Agreement terminates for whatever reason.

 

  

	 	3.4
	 
	If at any time the Plc Secondment is terminated, then the Employee’s BIS Secondment shall be deemed to automatically terminate at the same time.

 

  

	 	3.5
	 
	In the event that the Company terminates the Employee’s Service Agreement during the Secondment Period, the termination benefits due in terms of the
Service Agreement will be calculated based on the salary detailed in clause 5.1 of the BIS Secondment Agreement. 
 

  

	 	3.6
	 
	The secondment of the Employee to Secondee Company is without prejudice to the right of the Company from time to time to require the Employee to perform his
duties for other Group Companies, wherever these may be, in accordance with the Service Agreement. 
 

  

	4.
	 
	Place of Work 
 

  
 During the Secondment Period, the Employee’s normal place of work shall be at the Secondee Company’s offices in London, or at such other location as may be reasonably required by the Secondee Company and mutually agreed
between the Secondee Company and the Employee from time to time. 
  

	5.
	 
	Salary and Benefits 
 

  
 During the Secondment Period the Employee shall be entitled to the following benefits: 
  

	 	5.1
	 
	The Secondee Company will pay the Employee a salary of £600,000 per annum subject to the usual deductions required by law. This salary represents the
aggregate salary for both the BIS Secondment and the Plc Secondment. Salary will be reviewed on an annual basis by the Secondee Company on the 1st July without any obligation on the Secondee Company to award an increase in salary. The
Employee’s first review date will be 1st July 2002. 
 

  

	 	5.2
	 
	The Employee will be eligible to receive a relocation allowance for the first three years of his appointment to the UK. The relocation allowance consists of the
following gross amounts to be paid in local currency: 
 








 Year 1 — US $150,000 
 Year 2 — US $150,000 
 Year 3 — US $150,000 
  
 The first payment will be made at the time of relocation and on the twelve month anniversary in subsequent years. 
  
 Should the Employee resign from the Group before the expiry of 12 months following each payment of the relocation allowance, at the Secondee Company’s discretion he
will be required to repay a pro-rata amount based upon the number of months remaining in each 12 month period. 
  

	 	5.3
	 
	During the Secondment the Secondee Company will pay the Employee a car allowance of £16,000 gross per annum. This allowance will be paid in 12 equal
monthly installments, and will be subject to the usual deductions required by law. This amount will not be included in the determination of any incentive payments. 
 

  

	 	5.4
	 
	In lieu of joining a pension scheme, the Secondee Company will pay the Employee a gratuity of 20% of the basic salary in clause 5.1. This gratuity will be
pro-rated and paid monthly less the usual deductions required by law. This amount will not be included in the determination of any incentive payments. 
 

  

	 	5.5
	 
	The Employee and his family will retain membership of the CIGNA International Employee Benefits medical scheme. 
 

  

	 	5.6
	 
	The Secondee Company will pay the employee a tax impact allowance of £111,000 gross per annum. This allowance will be paid in 12 equal monthly
installments and will be subject to the usual deductions required by law. This amount will not be included in the determination of any incentive payments. In addition the Employee will continue to be entitled to have tax returns prepared for the
Employee and his immediate family, by an accounting firm selected by mutual agreement between the Employee and the Secondee Company. 
 

  

	 	5.7
	 
	At the Remuneration Committee’s discretion the Employee will be entitled to participate in the annual bonus scheme which operates from time to time for
employees of his level. The Secondee Company will notify the Employee of any bonus criteria and rules relating to any such scheme, which are subject to amendment by the Secondee Company from time to time. During each year of the Employment in which
an annual bonus scheme is operated the Remuneration Committee will determine: 
 

  

	 	5.7.1
	 
	whether a bonus is to be paid to the Employee in that year; 
 

  

	 	5.7.2
	 
	if so, the amount of that bonus; and 
 

  

	 	5.7.3
	 
	any terms relating to the payment of the bonus. 
 

  
 The Employee shall not be entitled to any bonus payment if, on or before the date on which such bonus is payable, the cessation of employment is due to Termination for Cause. 
  

	 	5.8
	 
	The Employee may, in the Remuneration Committee’s discretion, be entitled to participate in any long term incentive arrangements for employees of his
level, in force from time to time, subject to the terms of the relevant arrangement. 
 

  

	 	5.9
	 
	During the Secondment Period the Employee will be entitled to 30 days’ paid holiday in each calendar year (exclusive of UK public holidays) to be taken in
accordance 
 

  







 with normal practice. Holiday entitlement will accrue from day to day. For part years the Employee’s holiday
entitlement for the year will be prorated to the length of service in that year. 
  
 The Employee shall be entitled
to carry over up to half of any unused holiday entitlement accruing to him in any calendar year, into the calendar year immediately following that in which it accrued. Such holiday entitlement which is carried forward must be used in that subsequent
calendar year. The Employee shall receive payment in lieu of any holiday entitlement which he carried forward but which remains unused at the end of that subsequent calendar year. 
  

	 	5.10
	 
	The Employee will continue to accrue long service leave in accordance with the Australian State the Employee is transferring from.  



  

	 	5.11
	 
	During the Secondment Period the Employee will still be entitled to the same level of personal accident insurance described in his Service Agreement.

 

  

	 	5.12
	 
	During the Secondment Period the Employee will continue to benefit from the annual health assessment and counselling service described in his Service Agreement.

 

  

	6.
	 
	Expenses 
 

  
 The Secondee Company will refund to the Employee all reasonable expenses properly incurred by him in performing his duties under this Secondment Agreement. This will include expenses relating to entertainment, subsistence and
travelling. The Secondee Company may require the Employee to produce receipts or other documents as proof that he has incurred any expenses he claims. 
  

	7.
	 
	Data Protection Act 1998 
 

  

	 	7.1
	 
	For the purposes of the Data Protection Act 1998 (the “Act”) the Employee gives his consent to the holding, processing and disclosure of personal data
(including sensitive data within the meaning of the Act) provided by him to the Secondee Company for all purposes relating to the performance of this agreement including, but not limited to: 
 

  

	 	7.1.1
	 
	administering and maintaining personnel records; 
 

  

	 	7.1.2
	 
	paying and reviewing salary and other remuneration and benefits; 
 

  

	 	7.1.3
	 
	providing and administering benefits (including if relevant, pension, life assurance, permanent health insurance and medical insurance); 



  

	 	7.1.4
	 
	undertaking performance appraisals and reviews; 
 

  

	 	7.1.5
	 
	maintaining sickness and other absence records; 
 

  

	 	7.1.6
	 
	taking decisions as to the Employee’s fitness for work; 
 

  

	 	7.1.7
	 
	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; 
 

  

	 	7.1.8
	 
	providing information to future purchasers of the Secondee Company or of the business in which the Employee works; and 
 


 







  
 7.1.9  transferring information concerning the Employee to a country or
territory outside the EEA. 
  

	 	7.2
	 
	The Employee acknowledges that during his employment he will have access to and process, or authorise the processing of, personal data and sensitive personal
data relating to employees, customers and other individuals held and controlled by the Secondee Company. The Employee agrees to comply with the terms of the Act in relation to such data and to abide by the Secondee Company’s data protection
issued from time to time. 
 

  

	8.
	 
	Deductions 
 

  
 The Secondee Company may at any time deduct from any money due to the Employee (including all forms of remuneration) any amount which he owes to the Secondee Company or any Group Company. 
  

	9.
	 
	Suspension 
 

  
 The Secondee Company may suspend the Employee from the BIS Secondment on full salary at any time, and for any reason for a reasonable period to investigate any matter in which the Employee is implicated or involved (whether directly
or indirectly) and to conduct any related disciplinary proceedings. 
  

	10.
	 
	Miscellaneous 
 

  
 This Secondment Agreement may only be modified by the written agreement of the parties. 
  
 10.1 The
Employee cannot assign this Secondment Agreement to anyone else. 
  

	 	10.2
	 
	References in this Secondment 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. 
 

  

	 	10.3
	 
	In the event of conflict between this Secondment Agreement and the Service Agreement, this Secondment Agreement shall prevail during the Secondment Period and
any conflicting provisions in the Service Agreement shall be suspended during the Secondment Period. 
 

  

	 	10.4
	 
	On termination of the Secondment Period for whatever reason all benefits contained in this Secondment Agreement which are in addition to those referred to in
the Service Agreement, shall cease (unless otherwise agreed between the Employee and the Company) and the Employee shall have no right to compensation for loss of such additional benefits or to require the Company to provide replacement benefits.

 

  

	 	10.5
	 
	Nothing in this Secondment Agreement will render the Employee an employee of the Secondee Company. 
 

  

	 	10.6
	 
	The Employee shall promptly whenever requested by the Company or the Secondee Company and in any event upon termination of the Secondment Period deliver up to
the Secondee Company all lists of clients, correspondence and all other documentation, papers and records belonging or relating to the Secondee Company or any aspect of its business or that of any clients or suppliers, without retaining any copies
therefore. The Employee shall also if so requested return any other property belonging to the Company or any Group Company. 
 








  

	 	10.7
	 
	This Secondment Agreement, together with the Service Agreement (save in relation to those provisions suspended by this Agreement) and any documents incorporated
into this Agreement or the Service Agreement, contain the entire terms and conditions of employment of the Employee during the BIS secondment. During the Secondment Period, such terms and conditions supersede any prior arrangements or agreements
between the parties and the Employee, (whether written or verbal). All rights of the Employee under or in connection with any such prior arrangement or agreement are hereby waived by him. 
 

  

	 	10.8
	 
	There is no collective agreement which directly affects the terms and conditions of employment contained in this Secondment Agreement. 



  

	 	10.9
	 
	This Secondment Agreement is governed by and will be interpreted in accordance with the laws of England and Wales. Each of the parties submits to the exclusive
jurisdiction of the English Courts as regards any claim or matter arising under this Agreement. 
 

  
 Signed by

 BHP Billiton Ltd 
  
  
 
 
  
 Signed by 
 Billiton International Services Ltd 
  
  
 
 
  
 C Goodyear