EX-10.13



 EXHIBIT 10.13 
  





 
  

					
		 		 	 RBS North America Services, Inc.
 600
Steamboat Road
 Greenwich, Connecticut 06830

			
		 		 	Telephone: 203.625.2700
	September 18, 2007	 		 	
		 		 	www.rbsgc.com

 Strictly Private & Confidential 

John Fawcett 
 Dear John: 

On behalf of RBS North America Services, Inc. (“RBS”), I am pleased to extend you an offer of employment on the following terms and
conditions. The terms in this offer supersede those in previous correspondence. Your employment with RBS will commence on or before 26th November 2007. 

POSITION AND FUNCTION. 
 You shall be employed as
Chief Finance Officer, RBS North America or in such other capacity of like status as RBS designates, based within a 50 mile radius of New York, New York, or in Stamford, Connecticut, reporting to the President and CEO, RBS North America and Group
Finance Director, RBS Group or such other person as RBS may specify from time to time. Your employment will require domestic and international travel appropriate to your duties and responsibilities. RBS reserves the right to transfer your employment
to any existing or future parent, subsidiary, affiliate, division, and branch of RBS or their respective successors, (collectively “affiliates”). During normal business hours, you will devote your full time and best professional efforts to
RBS and its affiliates, including The Royal Bank of Scotland, plc located in North America, and The Royal Bank of Scotland Group Plc (“the Group”). 

COMPENSATION. 
  

	(i)	You will be paid a base salary of $300,000 per annum, payable bi-weekly less appropriate deductions. 

  

	(ii)	In addition, you will be eligible for consideration for an annual discretionary bonus contingent on your and the firm’s satisfactory performance. At RBS, bonus compensation is discretionary and not generally
guaranteed, however for calendar year 2007 only, provided you have not resigned, given notice of your intent to resign or been terminated for Wrongful Conduct (as defined below) prior to the payment date, you are guaranteed a minimum bonus of
$1,800,000 (“Guaranteed Compensation”). Any Guaranteed Compensation owed to you will be paid in cash in March 2008 when bonuses are paid to RBS employees generally. All amounts will be subject to required tax and other withholdings.


  

	(iii)	Each year, The Group will award deferred compensation to you with an on-target economic value of $550,000, whether this be in the form of restricted stock, performance shares, options or a mix of these long term
vehicles. The deferred compensation vehicle for our newly formed RBS America entity is not yet finalized. If the annualized economic value of awards to you under the standard RBS America long-term incentive structure is less than the value stated
above, we will adjust other elements of your package to keep the overall compensation value whole. Our default position would be to deliver the deferred compensation value as restricted stock. 


STOCK AND PERFORMANCE BONUS BUYOUT 
 For your
performance bonus payment from CitiGroup for performance in 2007, that will be foregone on your departure from CitiGroup, we will compensate you on the following basis: 

One off award of conditional RBS shares worth, at the time of your appointment, $550,000, vesting March 2008. 







 For your outstanding unvested deferred compensation awards from CitiGroup, we will compensate you for the value
foregone on the following basis: 
 For the awards due to vest Jan 2008, with a value of $180,000, we will make a cash payment payable on the date your
employment commences. 
 For the awards due to vest Jan 2009, with a value of $180,000, we will make an award of RBS conditional shares to that value,
vesting 1st Jan 2009. The number of shares constituting your awards will be based on the Group’s share price on the date your employment commences. 

For the awards vesting Jan 2010, with a value of $180,000, we will make an award of RBS conditional shares to that value, vesting 1st Jan 2010. The number of shares constituting your awards will be based on the Group’s share price on the date your employment commences. 

The Conditional Shares that make up this Award will be transferred to you as soon as is reasonably practicable after the vesting dates shown above, provided
you remain in service with the Group to that date and are not serving notice, and subject to the payment of any relevant income tax and social security liabilities. 

You are not entitled to any rights of membership, such as dividends, until the shares are transferred to you. 

The Company reserves the right to withhold transfer of the Conditional Shares pending the outcome of any disciplinary procedures for conduct or performance
which the Company could treat as grounds for dismissal, and refuse transfer of the restricted shares if you are subsequently dismissed. 
 BENEFITS. 

You shall be entitled to 4 weeks vacation in each calendar year and such other benefits as are provided to senior managers of RBS generally,
and shall be subject to the personnel policies applicable to RBS employees. As a full-time employee, you are eligible to participate in the RBS employee benefits program, which includes medical, dental, disability, accident and life insurance
coverage as well as a 401(k) Retirement Savings Plan. Some of these plans require contributions for coverage that are made through payroll deductions. You should note that your coverage for these plans becomes effective when you submit your
completed enrollment forms to Human Resources provided you enroll within 30 days of your start date and you are actively at work on that date. All benefit plans are subject to modification or termination at the firm’s discretion. 

TERMINATION FOR WRONGFUL CONDUCT. 
 For purposes
of the above, Wrongful Conduct means (a) your conviction of or plea of guilty or nolo contendere to a felony or to a misdemeanor involving dishonesty; (b) your misconduct or gross negligence in the conduct of your duties, including the
failure to abide by reasonable instructions of RBS management; (c) a determination by RBS that you have violated the Federal or state securities laws or regulations; (d) fraud or embezzlement against RBS or its clients; or (e) a
determination by RBS that you have committed a material violation of the Group’s Global Code of Conduct and other written policies which have been communicated to you in writing; or (f) a determination by RBS that you have engaged in
conduct which is materially injurious to the business or reputation of RBS. 
 NOTICE OF INTENT TO LEAVE AND NON-SOLICITATION. 

You agree that (i) you will provide RBS with 90 days’ prior notice of your intent to leave the employ of RBS for any reason;
(ii) for the duration of your employment and for a period of 90 days thereafter, you will not directly or indirectly, solicit, hire, or assist in soliciting or hiring, any person who is employed during such period by RBS or its affiliates; nor
will you induce any such person to: (a) terminate his or her employment with RBS or its affiliates or (b) accept employment with anyone other than RBS or its affiliates; and, (iii) for a period of 90 days following termination of your
employment, you will not directly or indirectly solicit, or assist in soliciting for business any customer introduced to you by RBS or its parent The Group, or any customer of RBS or its affiliates with whom you had material contact during your
employment by RBS nor will you induce or encourage any such customer to terminate its relationship with RBS or its affiliates or to divert business away from RBS or its affiliates; and, (iv) for a period of 90 days following termination of your
employment, you will not hold any position as employee, director, officer, consultant, partner, agent or principal in or with any business which is the same or similar type to the business of RBS or its affiliates and which is or is likely to be or
which becomes a business in competition with RBS or its affiliates; provided that the foregoing restrictions following termination of your employment shall not apply if RBS terminates your employment other than for Wrongful Conduct. 

You agree that the provisions of clauses (i), (ii), (iii) and (iv) of the preceding paragraph are reasonable and survive the
Guaranteed Compensation payment date and that in the event you violate any of them, you acknowledge that RBS will be subject to irreparable harm entitling it, in addition to statutory or common law remedies, to immediate injunctive or other
equitable relief. You hereby acknowledge that but for these provisions, RBS would not agree to the financial commitment contemplated by this letter agreement. 







 EMPLOYEE REPRESENTATIONS. 

In accepting this offer, you represent and warrant to RBS that you are not subject to any agreement or understanding with any current or prior
employer or business (or any other entity or person) which would in any manner preclude you from fulfilling any of the duties or obligations you would have with RBS or which would result in any additional payment from RBS, You further recognize and
agree that, to the extent you possess any confidential, proprietary or trade secret information of a third party, you may not and shall not use or disclose such information in performing your duties for RBS. 

You understand that as a condition of your employment, you will be asked to complete various benefit and legal forms, including an
acknowledgement of policies and procedures, a confidentiality and assignment of developments agreement, and an arbitration agreement. If you currently have any brokerage account(s), please bring your account information including the account
number(s), the brokerage firm’s name and address; and your broker’s name on your first day of employment. You will also need birth dates and social security numbers of any dependents you wish to cover under the benefits program. 

This offer is also contingent upon your ability to provide documents which prove your identity and demonstrate your authorization to work in
the United States. A list of acceptable documentation is included in the enclosed materials. Please be prepared to provide this information on your first day of employment Federal law requires that, if this documentation is not provided within 3
days of your start date, you must be removed from the firm’s payroll. 
 Please note that employment with RBS is at-will, meaning that
your employment may be terminated at any time with or without cause, and with or without notice, at the option of either RBS or yourself and therefore the above-compensation guarantee does not guarantee continued employment with RBS, and nothing in
this letter should be construed as creating a contract of employment for a fixed duration. 
 You agree that no agreements or
representations, verbal or written, with respect to the subject matter of our offer have been made to you other than those set forth in this letter. To the extent any such agreements or representations were made, this letter supersedes any and all
previous offers, statements, agreements and representations made to you in the course of discussions and negotiations for this position. 

Please indicate your acceptance of this offer by signing below and returning a copy of this letter to us by 24th September 2007. 

John, congratulations. We look forward to your joining the firm. 
  

	
	Very truly yours,
	
	/s/ Rebekah Brummell
	Rebekah Brummell
	Human Resources Business Partner
	RBS North America Services, Inc.
	
	Accepted and Agreed:
	
	/s/ John Fawcett
	John Fawcett