exv4w10



 





Exhibit 4.10




TERMS OF EMPLOYMENT




Annex to letter dated 17 June 2005




The undersigned,




1. Shell Petroleum N.V.,





established at The Hague, hereinafter called “the employer”, for these purposes represented by the
Chairman of the Supervisory Board of N.V. Koninklijke Nederlandsche Petroleum Maatschappij (“Royal
Dutch”) in accordance with a resolution of the General Meeting of Shareholders of the employer, and




2. Mr. Routs





born in Brisbane, Australia on 10 September 1946, hereinafter called “the employee”,




hereby declare that they have agreed that the following terms and conditions shall form part of,
and be applicable to, the Contract of Employment entered into by them with effect from 20 July
2005.



When used in this document, the term “Contract of Employment” shall have the meaning ascribed
thereto in the letter dated 17 June 2005, to which these Terms of Employment are annexed.



Article 1




The employee is employed as a Principal Director (member of the Praesidium of the Board of
Directors) of the employer and is an Executive Director of Royal Dutch Shell plc. In connection
with his latter function, the employee will be loan assigned to Royal Dutch Shell plc in accordance
with the terms of the loan assignment agreement enclosed with the above referenced letter dated 17
June 2005. For the avoidance of doubt, the parties record that it is not the intention to create
any contract of employment between Royal Dutch Shell plc on the one hand, and the employee on the
other.



The employee’s place of work will be The Hague, the Netherlands. However, it is a condition of the
Contract of Employment that the employee is prepared to work at other locations in the Netherlands
and elsewhere overseas at a future date if required to do so, in each case possibly for other
companies in the Royal Dutch Shell Group (the “Group”). In addition, in performing his duties, the
employee will be required to travel both within the Netherlands, the UK and elsewhere abroad,
depending on business requirements.



Article 2




The employee’s annual pensionable base salary is € 925,000 gross, including “vakantietoeslag”
(statutory holiday allowance). 1/12th of this amount will be paid as monthly salary, in
arrears.



 









 





Article 3




The employee will remain a member of the Shell Pension Fund (Stichting Shell Pensioenfonds) if he
belongs to one of the “admitted categories” within the meaning of the regulations of that Pension
Fund. The employee’s pertinent rights and obligations (including those relating to payment of
contribution) will be governed by the applicable regulations of the Shell Pension Fund (Stichting
Shell Pensioenfonds) as amended from time to time.



Article 4




The employee will, both during the period of service and after termination thereof, keep secret all
matters which may come to his knowledge in connection with his employment by the employer
(including, without limitation, any information which comes into his possession in connection with
his loan assignment to Royal Dutch Shell plc) of which the employee knows or should reasonably
assume that communication thereof to third parties may damage the interests of the employer, the
latter’s employees or business associates, or the interests of another company forming part of, or
associated with, the Group.



On termination of service the employee will immediately surrender to the employer all computer
programs, drawings and other documents in his keeping which relate to the aforementioned matters or
which are the property of the employer or any other Group company.



Article 5




The employee declares that on the termination of his service he will be prepared, at the written
request of the employer, not to enter the service, or work on behalf of, his own or another
company, enterprise or institution active in the same field as the employer or a company or
enterprise for which, or on whose behalf, the employee has worked regularly or for a long period on
the employer’s or Royal Dutch Shell plc’s instructions, for a period to be determined by the
employer, but in any case not exceeding twelve months.



If and for so long as the employee is subject to the aforementioned restriction and is thereby
largely prevented from taking up employment other than with the employer, the employer will pay the
employee each month an indemnification equal to the monthly salary last received by the employee.
Reasonable compensation will also be paid in respect of those expenses for which full or partial
reimbursement would have been granted under the employer’s arrangements if the employee were still
in service.



Article 6




The employee will as soon as possible notify the employer (or a third party nominated by the
employer) of any invention made by him during his employment. Section 12 of the Netherlands Patent
Act (Rijksoctrooiwet) 1995 will be applicable in this respect.



If the nature of the employment does not require the employee to apply his specialized knowledge to
making inventions of the same kind as that covered by the notification of the invention, the
following will be applicable:




	•	 	If the invention has a demonstrable connection with the activities
of the employer or of another company forming part of, or
associated with, the Group, the patent rights will fall to the
employer (or to a third party nominated by the employer).




 









 











	•	 	If the employer does not consider that there is any such
demonstrable connection, or if the employer (or the said third
party) does not wish to avail itself of its entitlement to patent
rights, the employer will so inform the employee in writing within
six months at most after being notified of the invention. The
employee will then have the right to dispose freely of the
invention. At the same time the secrecy obligation referred to in
Article 4 will cease to apply, but only in respect of the
invention itself.






	•	 	If the employer (or the said third party) wishes to avail itself
of the said entitlement to patent rights, the employer will pay
the employee a fair amount commensurate with the financial
importance of the invention and the circumstances in which it was
made.





The employee undertakes, if so requested, to lend all co-operation and fulfill all formalities,
even after termination of service, in order to enable the employer to apply for and uphold patent
rights in the Netherlands and abroad and, in so far as is necessary, to assign to the employer all
rights pertaining to the invention. The expenses incurred in lending such co-operation will be for
the employer’s account. The employer is not obliged to apply for patent rights falling or assigned
to the employer.



All other intellectual property rights pertaining to writings, computer programs, trade marks,
drawings, models and the like that have arisen through the employee’s creative efforts within the
context of his employment will fall to the employer.



Article 7




The employer will ensure that all measures are taken that can reasonably be required of an employer
for the safety and health of the employee during his work.

The employee will observe the care that can reasonably be required of him to avoid endangering his
own safety and health and those of other employees and to prevent damage to the employer’s property
or that of other Group companies. He will adhere to the employer’s and/or Royal Dutch Shell plc’s
instructions in those respects.



Article 8




Without the prior consent of his employer or any other relevant company of the Group, as may be
required, the employee will not, directly or indirectly:




	a.	 	have any financial interest in works of, or contracts awarded by, a company forming part of,
or associated with, the Group, or in supplies effected or services rendered to or by such a
company;
	 
	b.	 	in connection with his duties in the employer’s service, seek or accept from third parties to
his own advantage any favor in whatsoever form or howsoever described; and/or
	 
	c.	 	make use for his own benefit of personnel or property of a company forming part of, or
associated with, the Group.





Article 9




The employee declares that he is prepared to make use, for the purposes of his work, of such means
of transport as the employer may indicate.



 









 





Article 10




If the employee becomes totally unfit for work, provided he remains in the employer’s service and
abides by the employer’s instructions, any statutory injury or disablement benefits received by him
will for a maximum of two years from the commencement of the unfitness for work be made up by the
employer to the level of the employee’s pensionable base salary less the usual deductions, all to
the extent permitted by and in accordance with the employer’s pertinent policies in force from time
to time.



Article 11




Without prejudice to applicable statutory provisions, the employee’s service with the employer will
terminate:




	 	a.	 	by notice given in writing by either party with effect from the last day of a
calendar month, with due observance of the statutory period of notice;
	 
	 	b.	 	automatically on the employee’s retirement date which will be on the 30th
June following the employee’s 60th birthday.
	 
	 	c.	 	on the day on which the employee enters the service of another company forming part
of, or associated with, the Group.





Article 12




The Contract of Employment between the employee and the employer (including, without limitation,
the loan assignment agreement enclosed with the letter dated 17 June 2005) shall be governed solely
by Netherlands law, even where the employee is working outside the Netherlands.



All disputes arising out of or in connection with the said Contract of Employment (including,
without limitation, those arising under the loan assignment agreement enclosed with the letter
dated 17 June 2005) shall be exclusively and finally resolved under the Rules of Arbitration of the
International Chamber of Commerce (“ICC”) (the “ICC Rules”), as amended from time to time. The
tribunal shall consist of three arbitrators to be appointed in accordance with the ICC Rules.
Except as otherwise agreed by the parties, the chairman of the tribunal must have at least 20 years
experience as a lawyer qualified to practise in a common law jurisdiction within the Commonwealth
(as constituted on 12 May 2005) and each other arbitrator must have at least 20 years experience as
a qualified lawyer. The place of arbitration shall be The Hague, The Netherlands. The
language of the arbitration shall be English.



Each party hereby waives, to the fullest extent permitted by law:




	 	(i)	 	any right under the laws of any jurisdiction to apply to any court of law or other
judicial authority to determine any preliminary point of law, and/or
	 
	 	(ii)	 	any right it may otherwise have under the laws of any jurisdiction to appeal or
otherwise challenge the award, ruling or decision of the tribunal.





For the purposes of Article 12, the term “dispute” shall mean any dispute, controversy or claim.



 









 





Drawn up and signed in duplicate.



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	(place)

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	 	(place)
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	Employer

	 	 	 	Employee	 	 






 










 





SUMMARY OF REMUNERATION AND BENEFITS




Rob Routs




This summary sets out various components of your remuneration under and benefits related to
the Contract of Employment dated 17 June 2005.



When used in this document, the term “Contract of Employment” shall have the meaning ascribed
thereto in the letter dated 17 June 2005.



Please note that this summary serves information purposes only, and that no rights can be derived
from it. Actual entitlements, if any, under the various plans and arrangements referenced below
will be determined by applicable policies and the relevant plan rules and arrangements in force
from time to time.



General




The Remuneration Committee (REMCO) of the Board of Royal Dutch Shell plc determines and agrees with
the Board the remuneration policy for Executive Directors and, within that policy, determines
individual remuneration packages.



Their current guiding principles in relation to remuneration are that:




	 	•	 	Remuneration should have a strong performance focus. There should be an emphasis on
performance based variable compensation, primarily focused around annual and long term
incentives.
	 
	 	•	 	Overall remuneration levels should be competitive against a peer group of the other
integrated oil majors and major UK and Dutch global companies.





Details of your remuneration and benefits will be disclosed in the N.V. Koninklijke Nederlandsche
Petroleum Maatschappij (“Royal Dutch”), The “Shell” Transport and Trading Company, Plc. (“ST&T”)
and/or Royal Dutch Shell plc (“RDS”) Annual Reports and certain related publications, as
applicable, as part of the Board’s Remuneration Report, and may be disclosed in other publications
as required by law or applicable codes.



1. Base Pay 




Your Pensionable Base Salary will be € 925,000. This amount is fully pensionable.

Base pay levels are normally reviewed on July 1 each year.



Applicability of the 30% rule




Pursuant to the pertinent resolution of the Dutch State Secretary of Finance the 30% arrangement
will be applied to you from 20 July 2005 inclusive. The main features of this arrangement can be
summarized as follows:



 









 






	 	•	 	You will be paid a tax-free allowance that does not exceed 30% of your total
remuneration. The resulting tax benefit will fall to the Company (with some exceptions,
see below);
	 
	 	•	 	Application of the 30% rule will result in a reduced gross salary plus a tax-free
supplement, with the net result being equal to the pay you would have received if the rule
had not been applied. Consequently, there will not be any adverse effects on the total
remuneration payable to you under your Contract of Employment;
	 
	 	•	 	The resulting tax benefit from deferred bonus awards, stock options, LTIP and the new
Long-Term Incentive Plan (subject to shareholder approval) will accrue to you rather than
to the Company.





2. Discretionary Items




Bonus




Bonus payments are discretionary. The on-target bonus level for 2005 is 100% of base pay. As for
all Executive Directors, the level of any bonus payable for each year is based on REMCO’s
recommendation, which amongst other things, is based on an assessment of the Group’s performance
against the Group Scorecard. There is currently no individual performance component in the bonus
payable to each Executive Director.



Annual bonuses awarded are normally paid in April following the end of the performance year to
which they relate.



Share Based Plans




As of 20 July 2005, you will be eligible to be considered for awards under two plans, the Long-Term
Incentive Plan and the Deferred Bonus plan, subject to shareholder approval of these plans at the
AGMs of Royal Dutch and ST&T in June 2005. If approved by shareholders, these plans will replace
the current Long-Term Incentive Plan and the Stock Option plan.



These plans will be operated at the discretion of RDS and may be amended, varied or withdrawn at
any time. Participation in these plans and awards granted will be discretionary and subject to the
relevant plan rules. Awards, if any, are usually granted in March.



Revised Long-Term Incentive Plan (subject to shareholder approval)




The Long-Term Incentive Plan provides for the conditional award of shares in RDS. The level of any
award will be determined annually.



Shares will be released after three years in accordance with the rules of the Plan, subject to
satisfaction of a performance target over a three year performance period.



Under the plan submitted to Shareholders for approval in June, 2005, the number of shares received
will amongst other things depend on the performance of the Royal Dutch Shell Group as measured by
Total Shareholder Return (TSR), against BP, ChevronTexaco, ExxonMobil and Total as follows:



 









 






	 	1.	 	up to 200% of an award may be released if the Group is in first place;
	 
	 	2.	 	up to 150% of an award may be released if the Group is in second place;
	 
	 	3.	 	up to 80% of an award may be released if the Group is in third place; and
	 
	 	4.	 	no shares may be released if the Group is in fourth or fifth place.





REMCO will additionally assure itself that the underlying performance of the Group over the
performance period is satisfactory before recommending the proportion of an award that may be
released. In reaching these recommendations, it will consider the Group Scorecard results,
excluding TSR, over the performance period, as the Scorecard measures the Group’s financial
performance and operational excellence. REMCO may also exercise its discretion in recommending
vesting levels if TSR results are tightly clustered.



Further information and details about the Plan can be found in the plan rules.



Revised Deferred Bonus Plan (subject to shareholder approval)




Under the revised Deferred Bonus Plan, you may be invited to defer up to one half of any gross
bonus awarded into Royal Dutch Shell plc shares (“deferred bonus shares”).



You would
then be awarded one “matching share” for every four deferred bonus shares. Up to three further performance-based matching shares may be awarded, depending on the
Total Shareholder Return (TSR) of the Group against BP, ChevronTexaco, ExxonMobil and Total as
follows:




	 	1.	 	TSR ranked 1st: three performance-based matching shares;
	 
	 	2.	 	TSR ranked 2nd: two performance-based matching shares;
	 
	 	3.	 	TSR ranked 3rd: one performance-based matching share;
	 
	 	4.	 	TSR ranked 4th or 5th: no performance-based matching shares.





Subject to the rules of the revised Deferred Bonus Plan (which will include requirements around
continued service) deferred bonus shares and matching shares are released three years after
deferral, along with “dividend shares” equivalent to the value of the dividends on the vested
shares.



The next opportunity for you to elect to defer your bonus is in respect of your 2006 performance
bonus. We will send you further details later this year.



From the 2006 performance year, 25% of your bonus will be compulsorily deferred under the terms of
this plan.



For further information about the Plan, please refer to the Plan rules.



Awards and elections under share based plans in force before 20 July 2005




You will be informed separately of your continuing awards and entitlements, if any, under the
(versions of the) Deferred Bonus Plan, Stock Option Plan and the Long Term Incentive Plan in force
before 20 July 2005.



 









 





3. Benefits




Employee Share Purchase Plans




As an Executive Director of Royal Dutch Shell plc, you are not currently eligible to participate in
the Global Employee Share Purchase Plan or any other share plan that has not been approved by
shareholders.




Vacation




You are entitled to 30 working days of holiday leave per year. Your employing company may designate
up to two ‘bridging days’ (collective days off) per year.




Pension




Your pension arrangements follow the same principles as for other employees. You are a member of
the Stichting Shell Pensioenfonds. As such, your rights and obligations in relation to your pension
(including those relating to payment of contribution) will be governed by the applicable
regulations of the Shell Pension Fund (Stichting Shell Pensioenfonds) as amended from time to time.




Additional Discretionary Benefits




The following additional discretionary benefits are also currently available to you:




Company provided limousine and chauffeur




A dedicated vehicle and driver will be available to you to provide transport for business related
purposes. This will generally cover travel:





	 	•	 	from home to work (and vice versa);
	 
	 	•	 	to business meetings and representations within the Netherlands; and
	 
	 	•	 	to and from the Airport.





The facility is not available for private purposes, such as holidays. It is not available for use
by your family unless they are accompanying you on official company business or to attend a
function in an official Shell capacity or another business reason.



Company Car




You are entitled to a company lease car or car allowance. Further information about the company car
can be found in the Netherlands company car lease scheme, of which a copy will be provided to you
upon request.




Corporate Aircraft




As an ‘A’ Priority authorized user you may use and schedule short haul, medium range and
intercontinental flights from the Corporate Fleet as you require for business purposes. The same
restrictions for private and family use apply as for the use of the Company provided limousine.




You may also be called upon to authorize flights initiated by B and C Priority users and others.



Ebury Street Flat




You are entitled to the use of an Ebury Street flat when you are visiting London for business
purposes. Your spouse and family may also use the flat when you use it on business visits. The flat
is not available for non-business related visits.




 









 







Representation Allowance




You will receive a monthly representation allowance of € 625 (€ 7,500 per annum). The allowance,
which is tax-free, is intended to cover:





	 	i)	 	Costs relating to home entertainment, business receptions, gifts and flowers to
employees and third parties;
	 
	 	ii)	 	Membership fees (both professional bodies and clubs);
	 
	 	iii)	 	Professional literature; and
	 
	 	iv)	 	The use of private telephone, PC and other equipment for business purposes.





Items i), ii) and iii) should therefore not be claimed as business expenses unless your expenditure
exceeds € 450 per item. Business expenses under item iv) can be claimed if they exceed € 135 per
month. Memberships and related costs of industry clubs where this is a requirement for Shell
representation are for company account.



Typical expenses covered by an expense claim and additional to the Representation allowance
include: accommodation, travel (flights), meals, business phone calls and transportation (taxis).



It is worth noting that the expense claims procedure in the Netherlands requires you to submit
regular claims for actual expenses incurred in the pursuit of your duties. The current process is
manual and claims are submitted to and authorized by the Senior Financial Officer in The Hague,
currently Bart van der Steenstraten (SI-FH).



The tax authorities may require proof of actual expenses to substantiate the tax-free nature of the
Allowance.



Home Security




An audit of the security arrangements is provided in respect of your home. This audit covers such
items as: perimeter protection, lighting, physical protection of the building, intrusion detection
and alarm response systems. Only necessary costs for security as detailed in the audit, that are
not cosmetic home improvements, are for company account.




Petrol Discount




As per current policies, you are entitled to a petrol discount with a maximum of €475 per annum.




Other Benefits




Other discretionary items like health care, savings schemes, insurances are provided in accordance
with the policies and practices for Netherlands staff, which may be changed from time to time.




17 June 2005