SERVICE


AGREEMENT









SERVICE AGREEMENT


BETWEEN


BRITISH AIRWAYS Plc whose principal office is
at Waterside, Harmondsworth, West Drayton, Middlesex UB7 0GB (“the Company”)


AND


the
person whose name and address is set out in paragraph 1 of the First Schedule
to this Agreement (the “Employee”).


	
 

	
 

	
 

	
 


	
1.

	
DEFINITIONS


	
 

	
 


	
 

	
In
  this Agreement the following words and expressions shall have the following
  meanings: 


	
 

	
 


	
1.1

	
“Employment Guide”: the Company’s employment handbook
containing contractual and non-contractual
policies from time to time in
force.  


	
 

	
 


	
1.2

	
“Associated Company”: in relation to the
Company, another firm, company, corporation or organisation which is a subsidiary of, or a
holding company of, or a subsidiary of a holding company of the Company or
which is an “associate” of the Company within the meaning of Section 435 of the Insolvency Act 1986. 



	
 

	
 


	
1.3

	
“Company”: means the Company and/or any
Associated Company.  


	
 

	
 


	
2.

	
APPOINTMENT
  & DURATION


	
 

	
 


	
2.1

	
The Company shall employ
  the Employee and the Employee agrees to act in the capacity described in paragraph 2 of the First Schedule
  to this Agreement (the “First Schedule”) or in such other capacity in keeping with the Employee’s skills and
  experience, as the Company may at
  any time reasonably direct. 


	
 

	
 


	
2.2

	
This
  Agreement shall continue, subject to Clause 17 below, until terminated by
  either party giving the required period of notice set out in the First Schedule.
  


	
 

	
 


	
2.3

	
(a)

	
If
  notice (when due) is served by the Company in accordance with Clause 2.2,
  prior to the Employee giving notice of termination, the Employee’s employment
  will terminate automatically and the Company will pay the Employee in lieu of
  notice in accordance with the following provisions: 


	
 

	
 

	
 


	
 

	
 

	
(i)

	
the
  Employee will take all reasonable steps to find alternative paid work which
  is reasonable for him or her to take up given his or her skills, experience
  and seniority
  as soon as possible after the termination of his or her employment (whether
  as an employee, non-executive director, consultant or in any other capacity). The Employee will provide the
  Company within 14 days of any request
  with such information about his efforts to find such work, and about any work offered or undertaken as the Company
  may request. The Employee will
  provide the Company as soon as reasonably practicable with details of any new work accepted or undertaken and such details
  relating to salary and benefits in respect of the new employment as
  are necessary to enable the Company to calculate the sums payable to the
  Employee under paragraph 2.3(a)(iv); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
within
  28 days of the Termination Date the Company will pay to the 










Senior Manager Service Agreement


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Employee
  a lump sum in lieu of the first six months of the notice period (the “First Period”). The
  sum will comprise six months’ basic salary (as at the Termination Date), and
  the cost to the Company of providing the Employee’s normal pension, car,
  and private health benefits for the First Period. The Company may opt to continue to provide any of
  the pension, car or private health
  benefits during all or part of the First Period instead of making a payment in lieu in respect of that benefit;
  


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
no
  payment will be due in respect of the second six months of the notice period (the “Second
  Period”) unless in the reasonable opinion of the Company the Employee has complied and continues to
  comply with his or her duties under
  Paragraph 2.3(a)(i); 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
the
  payment in lieu of the “Second Period” will be paid in six monthly instalments. The first
  instalment will be paid at or around the end of the seventh month following
  the Termination Date and then monthly for the following five months. The sum will comprise basic
  salary (as at the Termination Date) and the cost to the Company of providing the
  Employee’s normal pension, car, and private health benefits for that month.
  The sum due in
  respect of any month will be reduced by any amount earned by the Employee referable to
  work done in the relevant month, including salary (or other cash benefits),
  company car, pension benefits and/or private health benefits or
  remuneration in respect of any such benefits. The Company may opt to continue to provide any of the
  pension, car or private health benefits during
  all or part of the Second Period instead of making a payment in lieu in respect of that benefit. Where the Company
  exercises this option then the relevant
  benefit will cease when the Employee is provided with a company car, pension benefits and/or private health benefits
  (irrespective of their value) as appropriate in respect of his or her
  new work, or remuneration in respect of any
  such benefit; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
any
  payments made under this Clause 2.3(a) will be paid subject to normal deductions e.g. tax,
  national insurance and, where appropriate, employee pension contributions;
  and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
the
  Employee will not be entitled to any payments or benefits in respect of the
  notice period save as provided in this Clause 2.3(a) 


	
 

	
 

	
 

	
 


	
 

	
(b)

	
The
  Company reserves the right, in its absolute discretion, to terminate the Employee’s employment
  summarily at any time after the Employee has given notice of termination by making a
  payment in lieu of notice in accordance with Clause 2.3(a)(i) to (vi)
  provided that the period in respect of which a payment is due shall be
  reduced by the amount of time (if any) between the date when the Employee
  gave notice and the Termination Date. Such reduction shall be applied first
  to the Second Period and (to the extent that the reduction exceeds 6 months)
  to the First Period.


	
 

	
 

	
 

	
 


	
 

	
(c)

	
“Termination
  Date” for the purposes of this clause means the date on which the Employee’s employment
  terminates.


	
 

	
 

	
 

	
 


	
3.

	
COMMENCEMENT


	
 

	
 


	
 

	
The
  Employee’s employment under this Agreement will commence on the date set out
  in paragraph 3 of the First
  Schedule. The Employee’s period of continuous employment will commence or commenced on the date set out in
  paragraph 4 of the First Schedule. 








	
 

	
 


	
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4.

	
PLACE OF WORK


	
 

	
 


	
 

	
The
  Employee will work at such place or places within the United Kingdom or
  outside the United Kingdom as the Company may from time to time require subject to
  the Company bearing
  the Employee’s reasonable moving expenses in accordance with its then current
  policy for
  the relocation of senior managers (if any), if the Employee is required to
  move to and reside
  at a different location. 


	
 

	
 


	
5.

	
DUTIES


	
 

	
 


	
5.1

	
The
  Employee will devote the whole of his or her time, abilities and attention to
  his or her duties during normal business hours together with such additional
  hours as may be reasonably necessary for the proper performance of the
  Employee’s duties. 


	
 

	
 


	
5.2

	
The
  Employee shall faithfully and diligently perform such duties and shall comply
  with all of the Company’s rules, regulations, policies and procedures from time to
  time in force. 


	
 

	
 


	
5.3

	
The
  Employee’s normal working hours are 37.5 per week Monday to Friday and such additional hours
  (without further remuneration) as are necessary for the proper performance of his or her duties.


	
 

	
 


	
5.4

	
The
  Employee is required to confirm to the Company whether he or she is working
  more than 48 hours per
  week whether under this Agreement and/or by way of additional employment with a third party (if permitted) or howsoever so
  that the Company can ensure that it complies with time recording requirements
  (if any) under the WTR or such other relevant legislation, as amended from
  time to time. 


	
 

	
 


	
6.

	
REMUNERATION


	
 

	
 


	
6.1

	
The Company will pay to the
  Employee the salary specified in the Second Schedule to this Agreement (the “Second Schedule”). The Company
  will review the salary annually without any guarantee that the salary will be increased. 


	
 

	
 


	
6.2

	
The Employee is also
  entitled to the package of benefits from time to time made generally available to senior management employees at the
  same level as the Employee on the terms on which those benefits are made generally available, unless varied by
  individual agreement. A list of
  the contractual and non-contractual benefits currently available to the
  Employee are set out in the Second
  Schedule. The Company may, in its discretion, vary or substitute the terms on which these benefits are provided from time
  to time or replace them wholly provided that the terms of any varied, substituted or replaced benefits are not
  less favourable overall. 


	
 

	
 


	
6.3

	
Any
  actual or prospective loss of entitlement to private health insurance does
  not limit, exclude or prevent the Company from exercising its right to terminate
  the Employee’s employment in
  accordance with the termination provisions of this Agreement or any other termination provision applicable to his or her
  employment and the Company shall not be liable to provide or compensate the Employee for the loss of any such benefit.
  


	
 

	
 


	
6.4

	
The Company shall be
  entitled to deduct from the Employee’s salary and any other money payable or reimbursable to the Employee by the
  Company all sums from time to time owing from the Employee to the Company or the value of any property or materials
  in the Employee’s possession and
  control that the Employee has lost or damaged or failed to return at any time. 


	
 

	
 


	
6.5

	
The
  Employee is eligible to participate in each year either: 


	
 

	
 


	
 

	
(a)

	
in
  such discretionary bonus scheme (if any) as is adopted by or under the
  authority of the Board Directors for that year in relation to employees of
  the Company designated as “senior management” or, 








	
 

	
 


	
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(b)

	
in
  such discretionary bonus scheme (if any) at the election of the Company as is
  so adopted
  in relation to specified employees if the Employee is an employee so specified, 


	
 

	
 


	
 

	
in
  either case subject to such terms and conditions attaching to the scheme as
  the Company may in its discretion decide and PROVIDED THAT the Company shall
  be under no obligation to adopt such a bonus scheme in any year. 


	
 

	
 


	
7.

	
EXPENSES


	
 

	
 


	
7.1

	
The
  Company will reimburse to the Employee (against receipts or other
  satisfactory evidence) all reasonable business expenses properly and
  necessarily incurred by him or her in the course of Employment, subject
  to the Employee’s compliance with the relevant Employment Guide policy and/or
  other rule or policy relating to expenses. 


	
 

	
 


	
8.

	
HOLIDAY


	
 

	
 


	
8.1

	
In addition to bank and
  other public holidays declared in the UK the Employee is entitled in every
  holiday year (1 April in any one year to 31 March in the following year) to
  26 working days’ paid holiday to be taken
  at such time or times as may be approved by the Company. 


	
 

	
 


	
8.2

	
Holiday
  entitlement for one holiday year cannot be taken in subsequent holiday years
  unless approved by the Company in circumstances where the Employee was
  prevented from taking leave during the previous holiday year owing to the
  requirements of the Company. 


	
 

	
 


	
8.3

	
In the
  holiday year in which employment commences or terminates the entitlement to
  holiday shall be pro rated. For the holiday year during which the Employee’s
  employment under this Agreement commences the Employee is entitled to 2.16
  days for each completed month worked in that year. 


	
 

	
 


	
8.4

	
On
  the termination of his or her employment the Employee shall be entitled to
  pay in lieu of outstanding holiday entitlement or be required to repay
  to the Company any pay received for holiday taken in excess of his or her actual
  entitlement. The basis for payment and repayment shall be 1/260 of the
  Employee’s basic salary. 


	
 

	
 


	
8.5

	
The
  Company reserves the right to require the Employee to take all or part of any
  outstanding holiday during any notice period. 


	
 

	
 


	
9.

	
SICKNESS ABSENCE


	
 

	
 


	
9.1

	
The
  Employee must comply with all Company rules and policies about sickness
  absence notification. If the Employee fails to comply with rules/policies
  that apply to him or her, the Company reserves the right to withhold any sick pay to
  which the Employee may otherwise be entitled. 


	
 

	
 


	
9.2

	
The
  Company will continue to pay the Employee’s basic salary when you the
  Employee is off sick for the following periods in any one “Benefit Year”
  or consecutive period of sickness absence, whichever is the greater: 








	
 

	
 

	
 


	
 

	
Length
  of Continuous Service

	
Sick
  Pay 


	
 

	
 

	
 


	
 

	
up to
  3 months

	
nil
  


	
 

	
 

	
 


	
 

	
after
  3 months and up to 6 months

	
6
  weeks 


	
 

	
 

	
 


	
 

	
after
  6 months and up to 9 months

	
7
  weeks 


	
 

	
 

	
 


	
 

	
after
  9 months and up to 24 months

	
8
  weeks 


	
 

	
 

	
 


	
 

	
after
  24 months and up to 36 months

	
13
  weeks 











	
 

	
 


	
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after
  3+ years

	
26
  weeks


	
 

	
 

	
 


	
 

	
The
  Benefit Year starts at the beginning
  of each new tax year (currently 6 April).








	
 

	
 


	
9.3

	
Company
  sick pay includes any statutory sick pay to which the Employee may be
  entitled and will be
  reduced by the amount of any Social Security benefit recoverable by the
  Employee (whether or not recovered) in
  respect of his or her illness or injury. 


	
 

	
 


	
9.4

	
The
  Company reserves the right to require the Employee to undergo a medical
  examination by British Airways Health Services (BAHS) or any other
  doctor nominated by it. The Employee hereby authorises BAHS or any doctor
  involved in the medical examination to disclose and discuss with the Company
  and its medical advisers the result of any medical examination or tests. 


	
 

	
 


	
10.

	
COMPETITION


	
 

	
 


	
 

	
The
  Employee shall not during his or her employment without the prior written
  consent of the Company:


	
 

	
 


	
10.1

	
either
  alone or jointly with or on behalf of others and whether directly or
  indirectly and whether as principal, partner, agent, shareholder,
  director, employee or otherwise howsoever engage in, carry on or be employed, interested or
  concerned in any trade, profession or business; 


	
 

	
 


	
10.2

	
hold
  any office in any company or other body whether incorporated or
  unincorporated; or 


	
 

	
 


	
10.3

	
engage
  in any other activity which, in the reasonable opinion of the Company, may
  interfere, conflict or compete with the proper performance of his or her
  duties 


	
 

	
 


	
 

	
PROVIDED THAT nothing in this Clause shall preclude the Employee from holding or acquiring directly or
indirectly not more than 1% in nominal value of the issued shares or other
securities of any class of any other company which is listed or dealt in on
any recognised stock exchange by way of bona fide investment only.  


	
 

	
 


	
11.

	
COMPLIANCE
  WITH COMPANY & OTHER REGULATIONS


	
 

	
 


	
 

	
The
  Employee shall at all times comply with any Company regulations in force from
  time to time in relation to dealing in securities and with all rules of law
  (including the Company Securities Insider Dealing Act 1985) and any relevant
  regulations of The International Stock Exchange of the United Kingdom and Republic of
  Ireland relating to dealings in shares, debentures and other securities of the Company
  or unpublished price sensitive information affecting the securities of any other company. In
  relation to overseas dealings the Employee shall also comply with all laws of the territory
  and all regulations of the stock exchange, market or dealing system in
  which such dealings take place.


	
 

	
 


	
 

	
The
  Employee shall comply at all times with the Code of Business Conduct and
  Ethics, from time to time in force, applicable to their duties. The Employee shall
  take all reasonable steps to ensure that internal controls are effective and
  that Corporate and Finance Standing Instructions are complied with in the part of the
  business (if any) for which they have responsibility.


	
 

	
 


	
12.

	
PUBLIC STATEMENTS


	
 

	
 


	
 

	
The
  Employee shall not during his or her employment or after its termination make
  any untrue or misleading statement about the Company or any of its or their
  employees or officers. 








	
 

	
 


	
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13.

	
OPTIONS OF THE COMPANY


	
 

	
 


	
13.1

	
If notice is served by the
  Employee to terminate this Agreement or the Employee seeks to resign without
  giving notice, the Company may, at its discretion and in relation to all or
  any part of the notice period require the
  Employee: 


	
 

	
 


	
 

	
(a)

	
not
  to attend his or her place of work or any other premises of the Company
  during the notice period; 


	
 

	
 

	
 


	
 

	
(b)

	
to
  resign with immediately from any offices he or she may hold in the Company;
  


	
 

	
 

	
 


	
 

	
(c)

	
not to
  carry out his or her duties and responsibilities under this Agreement during
  the notice period or to
  substitute his or her duties and carry out other duties or special project work instead; 


	
 

	
 

	
 


	
 

	
(d)

	
to
  return to the Company all documents and other materials belonging to the Company; and 


	
 

	
 

	
 


	
 

	
(e)

	
not
  to communicate with customers, employees or officers of the Company 


	
 

	
 


	
 

	
PROVIDED
  that the Company continues to pay the Employee his or her salary and
  contractual benefits to which he or she is entitled under this Agreement during
  any such period. 


	
 

	
 


	
14.

	
CONFIDENTIALITY


	
 

	
 


	
14.1

	
During the Employee’s
  employment with the Company and at all times after termination of employment, the Employee shall not, other than
  in the proper course of his or her duties, use (for any purpose whatsoever), disclose or publish to any person,
  firm, company, association or other
  organisation or negligently cause any unauthorised disclosure or publication
  of any information of a
  confidential or secret nature which he or she may acquire in the course of
  his or her employment by the Company (including without limitation
  trade secrets, know-how, inventions,
  designs, processes, formulae, notations, improvements and financial
  information) concerning the
  affairs or business or products or services of the Company or of any of their
  predecessors in business or of any
  third party to whom the Company is under an obligation of confidence such as
  suppliers, agents, distributors, employees, officers or customers.
  


	
 

	
 


	
14.2

	
This
  Clause shall not apply to information or knowledge which might come into the
  public domain other than in consequence of the Employee’s default or to any
  disclosures required by law. 


	
 

	
 


	
14.3

	
Without
  prejudice to Clause 14.1, the following are examples of confidential
  information which must be kept secret: 


	
 

	
 


	
 

	
(a)

	
Unpublished
  price sensitive information relating to securities listed on a Stock Exchange; 


	
 

	
 

	
 


	
 

	
(b)

	
Lists
  of customers or agents and details of contracts with customers or agents;
  


	
 

	
 

	
 


	
 

	
(c)

	
Business
  strategies including those relating to alliances and joint ventures, product development, pricing
  and marketing, budgets, financial reports, pricing structures and pricing lists,
  scheduling and route planning; 


	
 

	
 

	
 


	
 

	
(d)

	
Lists
  of suppliers and details of contracts with suppliers; 


	
 

	
 

	
 


	
 

	
(e)

	
Information
  supplied in confidence by third parties; 


	
 

	
 

	
 


	
 

	
(f)

	
Technical
  information relating to the operation of the Company’s business; 


	
 

	
 

	
 


	
 

	
(g)

	
Source
  codes and computer systems and software; 








	
 

	
 


	
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(h)

	
Personnel
  information including any professional information regarding employees, officers and consultants
  engaged or employed by the Company; 


	
 

	
 

	
 


	
 

	
(i)

	
Any
  document marked “confidential” or “BA sensitive” (or similar) or any
  information which the Employee has been told is confidential or which he or she
  might reasonably expect the Company would regard as confidential. 


	
 

	
 


	
 

	
This
  list is not exhaustive. 


	
 

	
 


	
15.

	
INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS


	
 

	
 


	
15.1

	
The Employee acknowledges
  that all records, documents, papers (including copies and summaries) and any other intellectual property
  and related rights (“Works”) made or acquired by the Employee in the course
  of his or her employment shall, together with all the worldwide right and title and interest in the Works, be
  and at all times remain the absolute property of the Company. 


	
 

	
 


	
15.2

	
The
  Employee and the Company acknowledge the provisions of Sections 39 to 42 of
  the Patents
  Act 1977 (“the Act”) relating to the ownership of employees’ inventions and
  the compensation
  of employees for certain inventions respectively. If the Employee makes any
  inventions that do not belong to the Company under the Act, he or she agrees
  that he or she will forthwith license or assign (as determined by the
  Company) his or her rights in relation to such inventions and will deliver to the Company
  all documents and other material relating to them. The Company will pay to the Employee such
  compensation for the licence or assignment as the Company will determine in its
  absolute discretion, subject to Section 40 of the Act. 


	
 

	
 


	
16.

	
POST TERMINATION RESTRICTIVE COVENANTS


	
 

	
 


	
16.1

	
The
  Employee recognises that, whilst performing his or her duties for the
  Company, he or she will have access to and come into contact with trade
  secrets and confidential information belonging to the Company and will obtain personal knowledge of and influence
  over its or their customers, suppliers
  and/or employees. The Employee therefore agrees that the restrictions contained or referred to in
  Clauses 14 and 16 are reasonable and necessary to protect the legitimate business interests of the
  Company both during and after the termination of his or her employment. 


	
 

	
 


	
16.2

	
The
  Employee agrees that he or she shall not, for a period of 6 months
  immediately following the Termination Date, either alone or jointly with, or
  on behalf of any other person, firm, company or organisation, directly or indirectly,
  whether as an employee, consultant, agent or in any capacity whatsoever, in competition with
  the Company or Relevant Associated Company; 


	
 

	
 


	
 

	
(a)

	
be
  employed or engaged in; or 


	
 

	
 

	
 


	
 

	
(b)

	
provide
  services to; or 


	
 

	
 

	
 


	
 

	
(c)

	
be
  otherwise concerned with 


	
 

	
 

	
 


	
 

	
a
  Restricted Business. 


	
 

	
 


	
16.3

	
The
  Employee agrees that he or she shall not, for a period of 6 months
  immediately following the Termination Date, either alone or jointly with or on
  behalf of any other person, firm, company or organisation, directly or indirectly,
  whether as an employee, consultant, agent or in any capacity whatsoever in competition with
  that part or parts of the Company or any Relevant Associated Company with which the
  Employee was substantially involved or concerned or for which the Employee was
  responsible within a twelve month period prior to the Termination Date:
  








	
 

	
 


	
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(a)

	
canvass
  or solicit the custom of; or 


	
 

	
 

	
 


	
 

	
(b)

	
procure
  or assist the canvassing or soliciting of the custom of; or 


	
 

	
 

	
 


	
 

	
(c)

	
transact
  or otherwise deal with (or procure or assist the same) 


	
 

	
 


	
 

	
any
  Customer or any Prospective Customer in respect of any Services or Goods.
  


	
 

	
 


	
16.4

	
The
  Employee agrees that he or she shall not, for a period of 6 months
  immediately following the Termination Date, either alone or jointly with or on
  behalf of any other person, firm, company or organisation, directly or indirectly,
  whether as an employee, consultant, agent or in any capacity whatsoever in competition with
  the Company or any Relevant Associated Company: 


	
 

	
 


	
 

	
(a)

	
offer
  employment to or employ or offer or conclude any contract for services with
  or solicit
  the employment or engagement of; or 


	
 

	
 

	
 


	
 

	
(b)

	
procure
  or assist any third party so to offer, employ, engage or solicit 


	
 

	
 

	
 


	
 

	
any
  Key Person (whether or not such person would commit any breach of his or her
  contract with the Company or any Relevant Associated Company) unless such Key
  Person had ceased to be employed or engaged by the Company or any Relevant Associated
  Company (as the case may be) more than 3 months previously. 


	
 

	
 


	
16.5

	
The
  Employee agrees that he or she shall not, for a period of 6 months
  immediately following the Termination Date, either alone or jointly with or on
  behalf of any other person, firm, company or organisation, directly or indirectly,
  whether as an employee, consultant, agent or in any capacity whatsoever, in relation to any
  contract or arrangement which the Company has with any Supplier for the exclusive supply of Services and Goods to
  the Company and any Relevant Associated
  Company for the duration of such contract or arrangement: 


	
 

	
 


	
 

	
(a)

	
interfere
  or seek to interfere with the continuance of supplies to the Company by any
  Supplier; or 


	
 

	
 

	
 


	
 

	
(b)

	
do or
  say anything likely or calculated to lead any person, firm or company to withdraw from or cease
  to continue supplying Services or Goods to the Company or any Relevant Associated
  Company or offering to the Company or any Relevant Associated Company any
  rights of purchase, sale or agency then enjoyed by it. 


	
 

	
 

	
 


	
16.6

	
Each of the obligations on
  the Employee contained in the above provisions of this Clause constitutes an entirely separate and independent
  restriction on the Employee notwithstanding that they may be contained in the same sub-clause, paragraph,
  sentence or phrase and if any obligation
  is held to be unenforceable by any court of competent jurisdiction then such unenforceability shall not affect the
  enforceability of the remaining covenants. 


	
 

	
 


	
16.7

	
This Clause shall not
  preclude the Employee from holding or acquiring directly or indirectly not more than 1% in nominal value of the issued
  shares or other securities of any class of any other company which are
  listed or dealt in on any recognised stock exchange or by way of bona fide investment only. 


	
 

	
 


	
16.8

	
The
  periods of restriction referred to in sub-Clauses 16.2 - 16.5 shall be
  reduced by the amount of time (if any) during which the Employee is
  on Garden Leave pursuant to Clause 13. 


	
 

	
 


	
16.9

	
For
  the purposes of this Clause the following words and expressions shall have
  the following meanings: 


	
 

	
 

	
 


	
 

	
(a)

	
“the Termination Date” : the date on which the
Employee’s employment with the Company
terminates for whatever reason;  








	
 

	
 


	
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  (b)

  	
  “Relevant Associated Company”: an
  Associated Company to which the Employee has rendered substantial services in
  the period of twelve months immediately prior to the Termination Date;

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  “Restricted Business”: that part or
  parts of an airline operation or travel business which competes or compete
  with that part of or parts of the business of the Company or any Relevant
  Associated Company with which the Employee was substantially involved or
  concerned or for which the Employee was responsible within a twelve month
  period prior to the Termination Date and where such involvement, concern or
  responsibility was limited wholly or principally to certain air routes or a
  certain geographical area or areas the Restricted Business shall only
  comprise that part or parts of an airline operation or travel business which
  relates or relate to such air routes or such geographical area or areas;

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  “Services and Goods”: any services and
  goods of a kind sold or supplied by the Company or any Relevant Associated
  Company in the period of twelve months immediately prior to the Termination
  Date and with which the Employee was substantially concerned or for which he
  or she was responsible;

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  “Customer”: any person, firm or company
  who at any time during the period of twelve months immediately prior to the
  Termination Date was a customer or client of the Company or any Relevant
  Associated Company being a person, firm or company with whom the Employee
  dealt personally or had material contact on behalf of the Company or any
  Relevant Associated Company or for whose account the Employee had overall
  responsibility during the said twelve month period;

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  “Prospective Customer”: any, person,
  firm or company who has been engaged in negotiations with the Company or
  Relevant Associated Company with a view to purchasing or contracting in
  relation to Services or Goods supplied by the Company or Relevant Associated
  Company in the period of twelve months prior to the Termination Date being a
  person, firm or Company with whom the Employee personally dealt on behalf of
  the Company or any Relevant Associated Company during the said period of
  twelve months;

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  “Key Person”: a person who is or was at
  any time during the twelve months immediately preceding the Termination Date:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  employed or
  engaged as an employee, director or consultant of the Company or Relevant
  Associated Company; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  a person
  with whom the Employee personally dealt during his employment by the Company;
  and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  employed in
  the capacity of Manager or in a more senior capacity.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  “Supplier”: any person, firm or company
  who

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  at any time
  during the period of twelve months immediately prior to the Termination Date
  was a supplier of goods or services to the Company or any Relevant Associated
  Company; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  has agreed
  prior to the Termination Date to supply goods or services to the Company to
  commence at any time in the twelve months following the Termination Date; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  as at the
  Termination Date, supplies goods or services to the Company under an
  exclusive contract or arrangement between the supplier and the Company being
  a person, firm or company with whom the Employee personally dealt on

  






	
   

  	
   

  
	
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  Service Agreement & Schd v06 (APS-NAPS)

  	
  Page 9 of 17

  








Senior Manager Service Agreement 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  behalf of
  the Company or any Relevant Associated Company or for whose account the
  Employee had overall responsibility.

  






	
   

  	
   

  	
   

  
	
  17.

  	
  TERMINATION

  
	
   

  	
   

  
	
  17.1

  	
  The Company
  may terminate this Agreement with immediate effect (without notice, or pay in
  lieu of notice) if the Employee:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  is
  incapacitated from any cause whatsoever from efficiently performing his or
  her duties hereunder for 130 working days in aggregate in any period of
  twelve months; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  becomes
  bankrupt or makes any arrangement or composition with or for the benefit of
  his or her creditors; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  materially
  and consistently fails to perform his or her duties to the standard reasonably
  required by the Company; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  commits any
  act of dishonesty whether relating to the Company or any of its or their
  employees or otherwise; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  is guilty of
  any misconduct or gross incompetence or commits any serious or persistent
  breach of any of his or her obligations to the Company (whether under this
  Agreement or otherwise) or refuses or neglects to comply with his or her
  duties or any lawful orders or directions given to him or her by the Company;
  or

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  acts in any
  manner which brings or might bring him or her or the Company into disrepute
  or prejudices the interests of the Company; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  is convicted
  of any criminal offence (excluding an offence under the road traffic
  legislation in the United Kingdom or elsewhere for which he or she is not
  sentenced to any term of imprisonment whether immediate or suspended); or

  
	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  is
  prohibited or disqualified from holding any offices which he or she holds in
  the Company or shall resign from any such office without the prior written
  consent of a member of the Board; or

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  has been
  offered but has refused to agree to the transfer of this Agreement by way of
  novation to a person, firm or company which has acquired the undertaking or
  part of the undertaking in which he or she is then working.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Any delay by
  the Company in exercising such right to termination shall not constitute a
  waiver of such right.

  
	
   

  	
   

  	
   

  
	
  17.2

  	
  This
  Agreement shall automatically terminate, if not terminated earlier, at the
  end of the month in which the Employee reaches the age of 63 years, which is
  the normal and contractual retirement age for senior managers.

  
	
   

  	
   

  
	
  17.3

  	
  On the
  termination of the Employee’s employment for whatever reason or on the
  Company exercising its rights under Clause 13, the Employee will:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  immediately
  resign from all offices he or she holds in the Company and from all other
  appointments or offices which he or she holds as nominee or representative of
  the Company without claim for compensation; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  deliver to
  the Company forthwith all documents, (including copies), and all keys, credit
  cards, books, materials and other property of or relating to the Company
  (including without limitation all documents prepared by him or her or which
  may have come into 

  






	
   

  	
   

  
	
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  Service Agreement & Schd v06 (APS-NAPS)

  	
  Page 10 of 17

  








Senior Manager Service Agreement 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  his or her
  possession in the course of his or her employment hereunder) then in his or
  her possession.

  






	
   

  	
   

  	
   

  
	
  17.4

  	
  After the
  termination of the Employee’s employment he or her she shall not at any time
  represent himself or herself as being in any way connected with or interested
  in the business of or employed by the Company; or use for trade or other
  purposes the Company or any name capable of confusion therewith.

  
	
   

  	
   

  
	
  17.5

  	
  The
  termination of the Employee’s employment under this Agreement for whatever
  reason shall not affect those terms of this Agreement that are expressed
  to have effect after this Agreement has terminated and shall be without prejudice to any accrued rights or remedies of the parties.

  
	
   

  	
   

  
	
  18.

  	
  PENSION

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  If the
  employee is at the time of this agreement a contributing member of the
  Airways Pension Scheme or the New Airways Pension Scheme (as the case may be
  “the Scheme”), the Employee may continue to be a member of the Scheme of
  which he or she is a member during the continuance of this agreement. Where
  the Employee continues to be a member of the Scheme employees’ contributions
  in accordance with the rules of the Scheme will be deducted each month from
  the Employee’s salary and paid to the trustees of the Scheme and the Employee
  will be bound by all the provisions of the trust deed and rules from time to
  time in force constituting and governing the Scheme. A contracting-out
  certificate under Section 30(5) of the Social Security Pensions Act 1975 is
  in force in respect of NAPS for this employment.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The Employee
  should note that it is not compulsory to join the Scheme and that the
  Employee may leave the Scheme. The Employee may also leave the Scheme and
  take out a personal pension. The Employee must decide which option is
  appropriate on the basis of individual circumstances. The Employee should
  seek independent financial advice on this question if it is desired to pursue
  it further. If the Employee decides not to join the Scheme then the Company
  will be under no obligation to contribute to any other arrangements.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  The Employee
  shall be entitled to any Pension Uplift facility available from time to time
  to senior management employees at the level of the Employee.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  The Employee
  continues to be eligible to participate in an unapproved unfounded retirement
  benefit scheme in the terms set out in the letter from the Company to the
  Employee of 19 June 2002 at Appendix A to this agreement.

  
	
   

  	
   

  	
   

  
	
  19.

  	
  DISCIPLINARY/GRIEVANCE PROCEDURES

  
	
   

  	
   

  
	
   

  	
  The Company’s
  disciplinary and grievance procedures are set out in the Employment Guide.
  These apply to senior managers.

  
	
   

  	
   

  
	
  20.

  	
  DATA PROTECTION

  
	
   

  	
   

  
	
   

  	
  By signing
  this contract the Employee is giving his or her explicit consent for the
  Company (and any Associated Company and any agencies appointed by the Company
  or Associated Company) to process the Employee’s personal data, including
  sensitive personal data where necessary, whether electronically or manually,
  both during and after the Employee’s employment for the
  following purposes: The administration and management of employees and
  business activities, work planning, compliance with applicable laws and
  procedures and ancillary and support functions. Further details of the Company’s data protection
policy are available in the Employment Guide.

  






	
   

  	
   

  
	
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  Service Agreement & Schd v06 (APS-NAPS)

  	
  Page 11 of 17

  








Senior Manager Service Agreement 


	
   

  	
   

  
	
  21.

  	
  SEVERABILITY

  
	
   

  	
   

  
	
   

  	
  The various
  provisions and sub-provisions of this Agreement are severable and if any
  provision or sub-provision is held to be unenforceable by any court of
  competent jurisdiction then such unenforceability shall not affect the
  enforceability of the remaining provisions or sub-provisions in this
  Agreement.

  
	
   

  	
   

  
	
  22.

  	
  OTHER DOCUMENTS

  
	
   

  	
   

  
	
   

  	
  The
  contractual policies in the Employment Guide that contain provisions
  applicable to senior management employees are incorporated into and shall
  form part of this Agreement except where they are inconsistent with the
  express terms of this Agreement when the express terms of this Agreement
  shall prevail. The Employment Guide is available on the intranet.

  
	
   

  	
   

  
	
   

  	
  There are no
  collective agreements in force in relation to the Employee’s employment under
  this Agreement.

  
	
   

  	
   

  
	
  23.

  	
  OTHER AGREEMENTS

  
	
   

  	
   

  
	
   

  	
  This
  Agreement sets out the entire terms and conditions of the Employee’s
  employment and supersedes all other agreements, arrangements and letters of engagement
other than those expressly refer to in this agreement whether written or oral between
  the Company or any Associated Company and the Employee relating to the
  employment of the Employee and the Employee acknowledges and warrants to the
  Company that he or she is not entering into this Agreement in reliance of any
  representation not expressly set out herein.

  
	
   

  	
   

  
	
  24.

  	
  POWER OF ATTORNEY

  
	
   

  	
   

  
	
   

  	
  The Employee
  hereby irrevocably and by way of security appoints the Company now or in the
  future existing to be his or her attorney to act in his or her name and on
  his or her behalf to sign and execute all documents and do all such acts and
  things which he or she is obliged to sign, execute and do under the
  provisions of this Agreement.

  
	
   

  	
   

  
	
  25.

  	
  THIRD PARTIES

  
	
   

  	
   

  
	
   

  	
  Any Associated
  Company may enforce the terms of this Agreement, subject to and in accordance
  with the Contracts (Rights of Third Parties) Act 1999 (the “1999 Act”) but
  the Company and Employee may rescind, vary, waive, assign, or release any or
  all of their respective rights or obligations under this agreement without the consent of any Associated Company. Other than as provided by this clause, the parties do
  not intend that any terms of this Agreement shall be enforceable solely by
  virtue of the 1999 Act by any party who is not a party to this Agreement.

  
	
   

  	
   

  
	
  26.

  	
  GOVERNING LAW

  
	
   

  	
   

  
	
   

  	
  This
  Agreement shall be governed by and construed in all respects in accordance
  with English law and the parties agree to submit to the non-exclusive
  jurisdiction of the English Courts as regards any claim or matter arising in
  respect of this Agreement.

  
	
   

  	
   

  
	
  As WITNESS
  whereof this Agreement has been duly executed the day and year first below
  written.

  






	
   

  	
   

  
	
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  Service Agreement & Schd v06 (APS-NAPS)

  	
  Page 12 of 17

  










Appendix A





19 June 2002


	
 

	
 


	
Mr Keith Williams

	
Mervyn Walker
 Director for People 







Dear
Keith


I am writing to explain the pension arrangements the Company is putting
in place for you:


	
 

	
 

	
 


	
 

	
•

	
The Company will provide a pension, payable from your Normal Retirement
  Age, calculated on the basis applicable to you under the rules of NAPS
  (assuming a standard 1/56 rate of NAPS accrual), except that it will be based on
  your abated uncapped, rather than capped, based salary.


	
 

	
 

	
 


	
 

	
•

	
The total pension will escalate when in payment at the standard NAPS
  rate.


	
 

	
 

	
 


	
 

	
•

	
You will pay pension contributions at the standard NAPS rate on your abated
  uncapped basic salary.


	
 

	
 

	
 


	
 

	
•

	
The arrangements for ill-health retirement, death in service and
  spouse’s pension will be consistent with the standard
  arrangement in NAPS except that they will be based on your abated uncapped basic
  salary.


	
 

	
 

	
 


	
 

	
•

	
The pension will be provided from NAPS to the maximum extent permitted
  by Inland Revenue rules.


	
 

	
 

	
 


	
 

	
•

	
The excess
  above the Inland Revenue limit will be provided by the Company through an unapproved unfunded
  retirement benefit scheme.





If you have participated in the NAPS AVC, flexible accrual or SM uplift
arrangements, the benefits you have earned to date will be included in the NAPS
part of your pension and the Company-paid element of your pension will be
increased to reflect the value of those benefits. The Company expects
you to cease participation in those arrangements in respect of your future service. If
you choose to continue participation, the value of the Company element of your
pension will not be increased to reflect the value of the future benefits you
earn.


Waterside
(HEB1) Americas House 1st Floor PO Box 365 Harmondsworth UB7 0GB UK

tel + 44 (0)20 8738 5265 or 5266 Fax + 44 (0)20 8738 9686


British
Airways Plc Registered office Waterside PO Box 365 Harmondsworth UB7 0GB Registered in
England No. 1777777 






- 2 -


I would be grateful if you could sign and return to me the attached copy
of this letter to confirm your acceptance of its contents.


If you have any questions at this stage, please do not hesitate to
speak to me.


Yours sincerely





MERVYN
WALKER


I confirm ray
acceptance of the arrangements set out in this letter.


Signed:          Date: 20.6.2002






Senior Manager Service Agreement


FIRST SCHEDULE


	
 

	
 

	
 

	
 


	
1.

	
Employee: 

	
 

	
Mr K Williams 


	
 


	
 

	
 

	
 

	
British Airways Plc 


	
 

	
 

	
 

	
Waterside
  


	
 

	
 

	
 

	
Harmondsworth 


	
 

	
 

	
 

	
UB7 0GB
  


	
 

	
 

	
 

	
 


	
2.

	
Capacity of Employee:

	
 

	
Chief
  Financial Officer


	
 

	
 

	
 

	
 


	
3.

	
Commencement date of this Agreement

	
 

	
01 January 2006


	
 

	
 

	
 

	
 


	
4.

	
This employment forms part of a continuous period of employment
which commenced on:

	
 

	
22
  June 1998


	
 

	
 

	
 

	
 


	
5.

	
Period of Notice from the Company:

	
 

	
Twelve
  months


	
 

	
                            From
  the Employee:

	
 

	
Twelve
  months


	
 

	
 

	
 

	
 


	
6.

	
Special Conditions (if any):

	
 

	
NONE








	
 

	
 


	
LT Delta Service Agreement & Schd v06 (APS-NAPS)

	
Page 15 of 17










Senior Manager Service Agreement


SECOND SCHEDULE


	
 

	
 


	
Part A - Contractual  

	
 


	
 

	
 


	
SALARY:
  

	
£375,000
  per annum, reviewed annually in July. 


	
 

	
 


	
BONUS:
  

	
You
  are eligible to participate in any bonus scheme applicable to your grade of
  senior management from time to time operated by the company, subject to
  any terms and conditions of such scheme and provided that the company is under no
  obligation to adopt such a scheme in any year. 


	
 

	
 


	
PENSIONS:
  

	
If
  you are an active member of APS (Airways Pension Scheme) or NAPS (New Airways
  Pension Scheme) at the date of this agreement you are entitled to remain a member of
  that scheme. 


	
 


	
FATAL ACCIDENT AT WORK:
  

	
Five
  Times Basic Salary. 


	
 

	
 


	
PRIVATE
  MEDICAL INSURANCE: 

	
Remedi
  Healthcare benefits paid for employee and spouse. Discounted rate for eligible children,
  subject to the Terms and Conditions of the scheme including any applicable
  excess from time to time in force. Details
  of the scheme can be found on the intranet. 


	
 

	
 


	
CAR:
  

	
Fully
  expensed car chosen via a specified leasor by reference to the lease ceiling of £819 per month
  (including fuel limit.) A one off cash lump sum is made on trading down to a lower leasing category. A cash alternative to
the fully expensed car is available at £860 per month less tax and NI contributions,
  subject at all times to any rule or
  policy relating to company cars. 


	
 

	
 


	
LEAVE:
  

	
26 days per annum, in
  addition to the 8 days of public holidays, pro-rata
  in first year. Leave year 1st April to 31st March.
  


	
 

	
 


	
Part
  B - Non Contractual 

	
 


	
 

	
 


	
SAVE
  AS YOU EARN SHARE OPTION PLAN: 

	
The
  company periodically launches sharesave plans. This gives employees the opportunity to apply for share
  options at a pre-determined price.
  Participants are required to save a set
  amount for a period of three years. 


	
 

	
 


	
TRAVEL:
  

	
Unlimited
  100% bookable concessions per annum for employee and eligible
  dependents. In addition, after 06 months’ service, unlimited 90% discount on
  “subject to load” basis subject at all times to the Staff Travel Policy Guide in force
  from time to time. 


	
 

	
 


	
DINERS
  CARD: 

	
Provided
  free of annual charge if used correctly. 


	
 

	
 


	
FINANCIAL: 

	
Financial
  Counselling on taxation up to £725 per annum. 








	
 

	
 


	
LT Delta Service Agreement & Schd v06 (APS-NAPS)

	
Page 16 of 17










Senior Manager Service Agreement


SERVICE AGREEMENT


Dated
the 10 January 2006


Signed
For and on behalf of British Airways Plc





NEIL ROBERTSON

DIRECTOR
FOR PEOPLE


Signed
as a Deed and delivered as a Deed by


                             


[Name of Employee]


in the
presence of (insert witness details here)


	
 

	
 


	
Name
  

	
SARAH BILLINTON


	
 

	
 


	
Address
  

	
C/O WATERSIDE
PO BOX 365
HARMONDSWORTH UB7 0GB


	
 


	
 

	



	
 


	
Occupation
  

	
MANAGER


	
 

	
 


	
Signature 

	









	
 

	
 


	
LT Delta Service Agreement & Schd v06 (APS-NAPS)

	
Page 17 of 17