EX-10.29



 











Exhibit 10.29








24/10/05




PRIVATE AND CONFIDENTIAL




WITHOUT PREJUDICE




Richard Ward

41 Church Road

Richmond

Surrey

TW9 1UA




October 2005




Dear Richard,




I refer to our recent discussions about your change of status with the International Petroleum
Exchange of London (the Company). As discussed, you have expressed a desire to resign as Chief
Executive Officer of the Company. In light of the significant and valuable role that you play in
managing the Company and administering its affairs, and in order to ensure an orderly transition of
management at the Company, we would like to retain your services as a consultant for a transitional
period after termination of your Chief Executive role. The purpose of this letter is to confirm
the arrangements that we are prepared to offer you in connection with the termination of your
employment with the Company. This letter will be executed as a deed. The arrangements that will
apply in connection with your future role as a consultant will be recorded in a separate agreement
which will provide for a monthly consulting fee of £19,560 (the Consultancy Agreement).



Reference is made in this letter to the service agreement made between you and the Company and
dated 5 January 1995, as amended on 12 November 1999 (the Service Agreement), a copy of which is
attached.



1. Subject to paragraph 14 of this letter, your employment with the Company will end on 24 April
2006 (the Termination Date). Your salary will be paid up to the Termination Date in the normal
way. Your salary is currently £245,000 per annum. Contractual benefits will be provided up to the
Termination Date in the normal way. You will not be entitled to further grants of share options
under the IntercontinentalExchange Inc. 2000 Stock Option Plan. You will however be
entitled to a further grant of restricted shares under the IntercontinentalExchange Inc. 2004
Restricted Stock Plan, details of such grant are set out in paragraph 22 of this letter, and a
grant letter will be sent to you in due course.



2. The Company will pay you a discretionary performance related bonus for 2005 of £134,750 (being
55% of your annual salary), less any deductions that the Company is required by law to make. This
payment will be made to you in accordance with the Company’s standard payroll practice with regard
to the 2005 bonus payment and in any event no later than 31 January 2006.



3. Subject to:



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	(a)	 	your agreement to the terms of this letter;
	 
	(b)	 	the Company’s receipt of a copy of it signed by you; and
	 
	(c)	 	the receipt by the Company of a reaffirmation in writing of your consent to waive all claims
against the Company as at the Termination Date (as set out in paragraph 12 of this letter);





the Company will pay you, as compensation for the termination of your employment, £122,500 (the
Compensation Payment) (less any deductions the Company is required by law to make). The
Compensation Payment will be made to you 7 days after Termination Date and after issue of your P45,
provided that the conditions as set out in this paragraph 3 have been satisfied.



4. The Company will permit you (subject to the consent of the relevant provider and to the rules of
the applicable scheme) to continue to participate in the Company’s private medical insurance, group
income protection and group life assurance arrangements on the present basis until 24 October 2006.
The Company will also continue to make pension contributions on your behalf and provide you with a
car allowance (in accordance with the rules of the applicable scheme) up to 24 October 2006. You
will be entitled to benefit from appropriate Directors’ and Officers liability insurance in respect
of any period during which you are or were a member of the Board of the Company or any Group
Company, subject to and in accordance with the terms of such insurance in force from time to time.



5. For the avoidance of doubt, you will be on notice from the date of this agreement until the
Termination Date.



6. You will not retain the title of Chief Executive Officer, and your duties will change. From the
date of this agreement to the Termination Date you will hold the title of Vice Chairman of the
Company. Accordingly, you agree that you will carry out duties and responsibilities under the terms
set out in Schedule A. Any material actions taken by you shall require prior written approval by
the Chief Executive Officer of IntercontinentalExchange Inc. For the avoidance of doubt, you will
not be entitled to enter into or execute contracts on behalf of the Company, or take any other
actions that may bind the Company. Your appointment as Vice Chairman and continued service as a
director and officer of the Company and other Group Companies is without prejudice to the Company’s
discretion to remove you from any of these offices or directorships for reasons of misconduct.



7. The Company will, at the request of a prospective new employer provide you with an agreed
reference, in the form attached at Schedule B, and will deal with all oral enquiries for a
reference in a manner consistent with the terms of the agreed reference. However, if any matter
becomes known to the Company after the date of this letter which would result in the terms of the
reference being or becoming materially inaccurate or misleading, the Company may alter such
reference so that it is in the Company’s reasonable opinion accurate in all material respects and
not misleading and you will be given notice of any changes that are made.



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8. You accept the terms set out in this agreement in full and final settlement of all claims that
you have or may have against the Company or any other Group Company or any of its or their current
or former officers or employees, whether contractual, statutory or otherwise, (and, save in respect
of statutory claims, whether known or unknown, existing now or in the future) arising out of or in
connection with the termination of your employment and your directorship of any Group Company or
your resignation therefrom. You also agree to waive irrevocably and release the Company and each
other Group Company (and all of its or their current or former officers, shareholders or employees)
from all other claims (whether contractual, statutory or otherwise and, save in respect of
statutory claims, whether known or unknown) that you have or may have arising out of or in
connection with your employment or termination of employment or your engagement or termination of
your engagement under the Consultancy Agreement. This waiver and release shall not apply to any
claim relating to your pension rights that have accrued up to the 24 October 2006 or for personal
injury (but by countersigning this letter you confirm that you are not aware of any basis for any
claim that you may have for personal injury against the Company or any other Group Company). For
its part the Company and any Group Company confirms that it is not at the date of this letter aware
of any claim that it may have against you.



9. You confirm:




	(a)	 	that you have taken legal advice from a relevant independent adviser (as defined by Section
203 Employment Rights Act 1996) as to the terms of this letter and its effect on your ability
to pursue your rights before an employment tribunal; and






	(b)	 	that you are aware of your rights under the Employment Rights Act 1996, and that this
agreement relates to any claim for breach of contract; unfair dismissal; a redundancy payment
or unlawful deduction of wages.





10. The conditions regulating compromise agreements under Section 203 of the Employment Rights Act
1996 have been satisfied and you and your independent legal adviser have signed the attached
certificate confirming this.



11. On the production of a valid invoice addressed to you but marked payable by the Company, the
Company will pay within 14 days of receipt of the invoice up to a maximum of £10,000 inclusive of
VAT direct to your legal advisers, towards fees (including disbursements) which you have incurred
in connection with the termination of your employment.



12. You agree that, 7 days before the Termination Date you will reaffirm in writing, that, as at
the Termination Date, you accept the terms set out in this agreement in full and final settlement
of all claims that you have or may have against the Company or any other Group Company in
connection with the termination of your employment, as set out in paragraphs 8, 9 and 10 of this
letter. At this time, you agree that you will seek legal advice from a relevant independent adviser
in relation to such reaffirmation, and that a legal adviser’s certificate will be provided to the
Company to confirm that such advice has been sought. You will not receive the Compensation



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Payment until the Company receives, in a form acceptable to it, such reaffirmation from you.



13. You will resign with effect from the Termination Date from your directorship of the Company and
from all directorships and offices held with other Group Companies (and all related trusteeships)
by delivering letters of resignation in the terms of the attached Schedule C addressed to the
directors of each Group Company of which you are a director, including, but not limited to, the
directors of the companies listed in Schedule D.



14. You agree that you will not, without the prior written consent of the Company undertake any
other employment or engage in any other business or occupation whilst in the service of the Company
under the terms of this agreement. In that regard you understand that you may not, without the
prior written consent of the Chief Executive Officer of IntercontinentalExchange, Inc. engage,
whether directly or indirectly, in any business or employment that is similar to or in any way,
whether directly or indirectly, connected to or in competition with the business of the Company,
either during or outside your hours of work for the Company as set out in Schedule A.



15. The parties may agree to bring forward the Termination Date, such agreement to be in writing.
The Company represents that it will not seek to unreasonably deny your request to bring forward the
Termination Date on reasonable notice (e.g., one month) unless you have agreed or are considering
potential alternative employment with a business or organisation which is or is about to be engaged
in the trading of energy futures products. Subject to paragraph 4 of this agreement, should the
Termination Date be brought forward, your salary, contractual benefits and the treatment of your
share options and awards (as set out in paragraphs 1 and 22 of this letter) shall only be paid and
provided up to the amended Termination Date. For the avoidance of doubt, you will however be
entitled to the Compensation Payment as set out in paragraph 3, and cash compensation for your
salary from the amended Termination Date to 24 April 2006.



16. You agree to comply with all Company policies and procedures, including but not limited to
procedures relating to confidential information and intellectual property, up to and including the
Termination Date and beyond the Termination Date, where applicable.



17. You will continue to comply with the provisions of the clause headed Confidentiality and
Restrictions on Personal Trading in the Service Agreement relating to confidential information
after the Termination Date.



18. You will return to the Company no later than 14 days after the Termination Date all papers,
documents and information in any form (including copies and whether written or on tape, disc or
cassette or electronic format), and any other property provided to you by the Company or any other
Group Company, whether or not owned by a Group Company, which is currently in your possession,
custody or power. If any property belonging to any Group Company subsequently comes into your
possession, custody or power you agree to return it to the Company immediately. You further
undertake that you have not taken unauthorised copies of any papers or documents or information in
any form.



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19. Subject to reasonable notice having been given to you and the Company using reasonable
endeavours to ensure that any assistance you provide is for a reasonable duration you agree to
assist in the conduct of any contentious matter in which the Company is or becomes involved,
including co-operating in preparing witness statements and attending any relevant hearing to give
evidence.



20. Except as required by law or by the rules of any regulatory authority to which the Company is
subject (including disclosure obligations required by United States securities laws) or to enforce
the terms of this letter, neither you nor the Company will:




	(a)	 	disclose the existence or terms of this letter to anyone (other than to professional
advisers, HM Revenue & Customs or any other competent authority, or your spouse); or






	(b)	 	disclose any of the facts or matters giving rise to the termination of your employment save
where a disclosure is made pursuant to the terms of the Public Interest Disclosure Act 1998 as
inserted into the Employment Rights Act 1996 or pursuant to paragraph 7 above.





21. Save when obliged to do so for any legal purpose or to comply with any regulatory requirement,
and subject to the agreed reference, it is agreed that you will not make any derogatory or
disparaging comments about the Company or any Group Company, its or their officers, shareholders or
employees and that the Company shall make reasonable endeavours to ensure that neither it, nor any
Group Company, and none of its or their officers or employees, shall make any such comments about
you. Save as required by law (including United States securities laws) or any regulatory
authority, it is agreed that the only public statement or announcement that will be made by either
party concerning the termination of your employment or your resignation from office shall be in the
form attached at Schedule B.



22. The Company confirms on its own behalf and on behalf of IntercontinentalExchange Inc. that for
the purposes of the IntercontinentalExchange Inc. 2000 Stock Option Plan and the
IntercontinentalExchange Inc. 2004 Restricted Stock Plan (the Plans) and your options and awards
under the Plans (the Existing Awards and Options), that your service with the Company will end on
the Termination Date. For the avoidance of doubt, your Existing Awards and Options will continue
to vest up to and including the Termination Date. You will also be granted 85,000 (subject to
adjustment in accordance with the Company’s proposed recapitalization, or reverse stock split)
restricted shares under the IntercontinentalExchange Inc. 2004 Restricted Stock Plan in October
2005 (the New Award). The shares under the New Award will be granted to you fully vested, and will
be exercisable for five years after the date of the grant of the New Award. However, you will not
be eligible for the grant of new options under the IntercontinentalExchange Inc. 2000 Stock Option
Plan from the date of this letter to the Termination Date.



23. As permitted under clause 7(j) of the IntercontinentalExchange Inc. 2000 Stock Option Plan, and
clause 11 of the IntercontinentalExchange Inc. 2004 Restricted Stock Plan, by signing this
agreement, you agree to vary the terms on



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which the Existing Awards and Options were granted to you. You agree that, you will no longer be
entitled to accelerated vesting of the Existing Awards and Options, if, from the date of this
agreement until the Termination Date, your employment is terminated in connection with a change in
control of the Company.



24. Subject to the terms of the Consultancy Agreement, you covenant with the Company that you shall
not, whether directly or indirectly, on your own behalf, or on behalf of or in conjunction with any
other person, firm, company or other entity:




	(a)	 	for the period of six months following the Termination Date, solicit or entice away or
endeavour to solicit or entice away from the Company or any Group Company any person, firm,
company or other entity who is, or was, in the twelve month period immediately prior to the
Termination Date, a client of the Company or any Group Company with whom you had business
dealings during the course of your employment in that twelve month period. Nothing in this
paragraph 24(a) shall prohibit the seeking or doing of business not in direct or indirect
competition with the business of the Company or any Group Company;






	(b)	 	for the period of six months following the Termination Date, solicit or entice away or
endeavour to solicit or entice away any individual who is employed or engaged by the Company
or any Group Company as a director or in a managerial, executive or technical capacity and
with whom you have had business dealings during the course of your employment in the twelve
month period immediately prior to the Termination Date; (c) for the period of six months
following the Termination Date, carry on, set up, be employed, engaged or interested in the
trading of energy futures products in a business anywhere in England which is or is about to
be engaged in the business of trading of energy futures products; provided, however, the
foregoing limitation shall not be read to cover businesses that trade energy futures products
only as an ancillary part of their business activities. It is agreed that in the event that
any such company ceases to be engaged in the trading of energy futures products this paragraph
24 (c) shall, with effect from that date, cease to apply in respect of such company. The
provisions of this paragraph 24 (c) shall not, at any time following the Termination Date,
prevent you from holding shares or other capital not amounting to more than 3% of the total
issued share capital of any company whether listed on a recognised stock exchange or not and,
in addition, shall not prohibit the seeking or doing of business not in direct or indirect
competition with the business of the Company or any Group Company.






	(d)	 	You agree that, if, during either the period from the date of this letter to Termination
Date, or, the period of the restrictions set out in paragraph 24 of this letter (each a
Restrictive Covenant), you receive an offer of employment or engagement, you will provide a
copy of the restrictions as set out in paragraph 24 to the offeror as soon as is reasonably
practicable after receiving the offer.




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25. In consideration for your agreeing to be bound by the Restrictive Covenants, the Company will
pay you £10,000, such payment will be made to you 7 days after Termination Date and after issue of
your P45.



26. You represent and warrant that you have not at any time during your employment committed any
material breach(es) of your Service Agreement. In particular, you represent and warrant that you
have not distributed outside of the Company or revealed at any time information that you know (or
ought reasonably to have known) to be confidential concerning the business or affairs of the
Company.



27. You acknowledge that this agreement does not and shall not be deemed to constitute an admission
by the Company that it has breached or violated any law or regulation, or that you have any claims
against the Company.



28. This agreement supersedes all other agreements, both oral and in writing, between the Company
and you with effect from the date of this letter (other than those referred to herein). For the
avoidance of doubt, all provisions of the Service Agreement shall remain in force until the
Termination Date, save for the provisions dealing with your duties and role which shall be varied
in accordance with paragraph 6 and Schedule A of this letter.



29. If any part of this agreement is found to be void, the parties agree that such part or parts
should be deleted as necessary to make the agreement valid and effective.



30. Notwithstanding the Contracts (Rights of Third Parties) Act 1999, this agreement may be varied
by written agreement between you and the Company.



31. In this agreement, Group Company shall mean any of (i) the Company (ii) any holding company of
the Company from time to time and (iii) any subsidiary of the Company or of any such holding
company from time to time. Holding company and subsidiary shall have the meanings ascribed to them
by Section 736 of the Companies Act 1985, as amended.



Would you please sign, date and return to me the attached copy of this letter (together with the
certificate, which forms part of this letter) to signify your agreement to its terms. The terms of
this letter will cease to be “without prejudice” and “subject to contract” on receipt by the
Company of this letter signed by you.



	 	 	 	 	 	 	 
	EXECUTED as a DEED by

	 	 	)	 	 	/s/ Jeffrey
Sprecher        Director
	International Petroleum

	 	 	)	 	 	/s/ Sir Robert
Reid               Director
	Exchange

	 	 	)	 	 	 
	acting by two directors/a

	 	 	)	 	 	 
	director and the secretary:

	 	 	)	 	 	 
	 
	 	 	 	 	 	 
	SIGNED as a DEED and

	 	 	)	 	 	 
	Delivered by Richard Ward

	 	 	)	 	 	 
	in the presence of :

	 	 	)	 	 	/s/ Richard Ward






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	Witness:
	 	 
	 
	 	 
	Signature:

	 	/s/ Andrew Taggart
	 
	 	 
	Name:
	 	 
	 
	 	 
	Address:

	 	Exchange House
	 
	 	 
	 

	 	London EC2M 2MS











LEGAL ADVISER’S CERTIFICATE





	 	 	I, Andrew Taggart hereby certify to International Petroleum Exchange
of London that:
	 
	(a)	 	I am a relevant independent adviser (as defined by Section 203 of the
Employment Rights Act 1996);
	 
	(b)	 	I have given independent legal advice to Richard Ward as to the terms of
this letter and its effect on his ability to pursue his rights before an
employment tribunal;
	 
	(c)	 	at all times when such independent legal advice was given, either I or
Herbert Smith the firm employing me/in which I am a partner had in force a
policy of insurance covering the risk of a claim by Richard Ward in respect of
loss arising in consequence of the advice.





	 	 	 	 	 	 	 
	 

	 	/s/ Andrew Taggart
	 	 
	 	Date: 24th October 2005
	 

	 	 	 	 	 	 
	 

	 	Andrew Taggart	 	 	 	 





 



I confirm that I have taken advice as set out above, and that the conditions
regulating compromise agreements under Section 203 of the Employment Rights Act
1996 have been satisfied.




	 	 	 	 	 	 	 
	 

	 	/s/ Richard Ward
	 	 
	 	Date: 24/10/05
	 

	 	 	 	 	 	 
	 

	 	Richard Ward	 	 	 	 










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SCHEDULE A




1. General Duties and Responsibilities




1.1 Your duties and responsibilities from the date of this agreement until the Termination Date
will be as follows:


(a) to effect the transition of the Chief Executive Officer’s work to other employees;



(b) to transition key client and key external relationships to other employees; and



(c) to perform such other duties as specifically requested by the Chief Executive Officer of
IntercontinentalExchange, Inc.




2. Structure of Duties During Notice Period




2.1 From 24 October 2005 until the Termination Date (inclusive) you will undertake your normal
hours of work as defined and set out in the Service Agreement. For this period you will also:




	(a)	 	cease to hold the title of Chief Executive Officer of the Company, and hold the title of Vice
Chairman of the Company;
	 
	(b)	 	maintain your current Board memberships (including with the Company and London Clearing
House);
	 
	(c)	 	maintain your current office; and
	 
	(d)	 	transition the role of Chief Executive Officer; the legal/regulatory responsibilities of the
Company and key customer relationships to your designated successor(s) as specifically and
reasonably requested by the CEO of ICE provided that such other duties are consistent with
your previous role as the CEO of the Company and relate to 2.1(a).





It is not anticipated that your responsibilities during this period will require any business
travel except for designated industry functions or meetings as reasonably requested by the Chief
Executive Officer of IntercontinentalExchange, Inc provided that your attendance relates to clause
1.1 above.



2.2 You shall resign from the Company’s Board of directors with effect from the Termination Date.



2.3 Your membership of the LCH board will be transitioned as per the LCH Charter.



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SCHEDULE B




AGREED REFERENCE




To Whom It May Concern:




Richard Ward




Richard Ward was employed by International Petroleum Exchange of London (the Company) from [1 March
1995] until 24 April 2006. From [1 March 1995 to 24 October 2005 Richard held the office of Chief
Executive of the Company and received an annual remuneration package of [£245,000]. From 24 October
to 24 April Richard held the role of Vice Chairman of the Company.



This reference is given without admission of liability on behalf of the Company.



Dan Kennedy

For and on behalf of IntercontinentalExchange Inc.




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SCHEDULE C




resignation as a director 




[Date]




To: The Directors of [International Petroleum Exchange of London ]
[IPE Holdings PLC][International
Petroleum Exchange Limited]



Dear all,




I hereby resign as a Director of [International Petroleum Exchange of London][IPE Holdings
PLC][International Petroleum Exchange Limited] (the Company) [with immediate effect].



SIGNED as a DEED and delivered)

by Richard Ward in the presence of




Witness:




Signature:




Name:




Address:




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SCHEDULE D




	 	 	 	 	 	 	 	 	 
	Company Name	 	Company Address	 	Company Number	 	Position
	International

	 	International House
	 	 	01528617	 	 	CEO/ Director
	Petroleum Exchange

	 	1 St Katherine’s	 	 	 	 	 	 
	of London

	 	Way London	 	 	 	 	 	 
	 

	 	E1W 1UY	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	IPE Holdings PLC

	 	International House
	 	 	03691874	 	 	CEO/ Director
	 

	 	1 St Katherine’s	 	 	 	 	 	 
	 

	 	Way London	 	 	 	 	 	 
	 

	 	E1W 1UY	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	International

	 	International House
	 	 	04280606	 	 	Director
	Petroleum Exchange

	 	1 St Katherine’s	 	 	 	 	 	 
	Limited

	 	Way London	 	 	 	 	 	 
	 

	 	E1W 1UY	 	 	 	 	 	 







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