SERVICE
AGREEMENT


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2


THIS AGREEMENT is made on 8th
March, 2005 


B E T W E E N:-


	
   

  	
   

  
	
  (1)

  	
  BRITISH AIRWAYS PLC (registered in England
  No. 01777777) whose registered office is at Waterside, Harmondsworth, Middlesex, UB7
  0GB (the “Company”) and

  
	
   

  	
   

  
	
  (2)

  	
  William Walsh of 1 Willowbrook, Donabate, Co Dublin,
  Republic of Ireland (the “Executive”)

  



WHEREBY
IT IS AGREED as follows:-


	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  In
  this Agreement:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     “Associated
  Company”

  	
   

  	
  means
  a company which is from time to time a subsidiary or a holding company of the Company
  or a subsidiary (other than the Company) 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; 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     “Board”

  	
   

  	
  means
  the Board of Directors from time to time of the Company; 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     “Employment
  Guide”

  	
   

  	
  means
  the Company’s regulations from time to time in force as modified and
  supplemented by notifications embodying provisions applicable to senior management
  employees, as prescribed by, or under the authority of, the Board in relation to
  the employment and activities of employees of the Company and as applicable
  to the Executive’s employment; 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
     “Industrial
  Property”

  	
   

  	
  includes
  inventions, designs, processes, formulae, notations, improvements, know-how,
  goodwill, reputation, moulds, get-up, trade names and marks, logos, devices, plans, models,
  literary, dramatic, musical and artistic
  works as defined by the Copyright Designs
  and Patents Act 1988 of the kind which relate directly or indirectly
  to the business of the Company or any
  Associated Company or which may in the opinion of the Company be capable of
  being used or

  



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3


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  adapted
  for use therein or in connection therewith;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Industrial
  Property Rights”

  	
   

  	
  includes
  patents, design rights, trade mark rights (whether registered or unregistered),
  copyrights, and
  all other forms of industrial or intellectual property (in each case in any part of the world and
  whether or not registered or registerable and to the fullest extent and for the full period and
  all extensions and renewals thereof) and all applications for registrations
  thereof, and all
  rights and interests thereto and therein;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Key
  Person”

  	
   

  	
  means
  a person who was at the date of termination of this Agreement:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (i)

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (ii)

  	
  a
  person with whom the Executive had contact
  during his employment; and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (iii)

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “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 12 months prior to
  the Restriction Date  being a person, firm or
  company with whom  the Executive personally
  dealt on behalf of the  Company or any Relevant
  Associated  Company during the said
  period of 12 months;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Relevant
  Associated Company”

  	
   

  	
  means
  an Associated Company to which the Executive
  has rendered substantial services in the period of 12 months immediately prior to the
  Restriction Date;

  



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4


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Restricted
  Business”

  	
   

  	
  means
  that part or parts of an airline operation or travel business
  which competes or compete with that part or parts of the business of the Company or any Relevant
  Associated Company
  with which the Executive was substantially involved or concerned or for which the Executive
  was responsible during the 12 months period prior to the Restriction Date. 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 of parts of an airline operation or travel
  business which relates or relate to such air routes or such geographical area or areas;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Restricted
  Customer”

  	
   

  	
  means
  any person, firm or company who at
  any
  time during the period of 12 months
  immediately
  prior to the Restriction Date was
  a
  customer or client of, or in the habit of  dealing
  with, the Company or any Relevant
  Associated
  Company being a person, firm or
  company
  with whom the Executive personally
  dealt on
  behalf of the Company or any  Relevant Associated
  Company during the said  period of 12 months or
  for whose account the  Executive had overall
  responsibility; 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Restricted
  Supplier”

  	
   

  	
  means
  any person, firm or company who at
  any
  time during the period of 12 months
  immediately
  prior to the Restriction Date was
  a
  supplier of the Company or any Relevant  Associated
  Company being a person, firm or
  company
  with whom the Executive personally
  dealt on
  behalf of the Company or any  Relevant Associated
  Company or for whose  account the Executive
  had overall  responsibility during
  the said period of 12  months; 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Restriction
  Date”

  	
   

  	
  means
  the earlier of (a) the date on which the  Executive’s employment with the Company  terminates or (b) the date the
Executive was  suspended pursuant to Clause 3(d) during any  period of notice or otherwise immediately  preceding the
termination of his employment; 

  



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5


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Services
  or Goods”

  	
   

  	
  means any services or goods
  of a kind supplied by the Company or any Relevant Associated Company in the
  period of 12 months immediately prior to
  the Termination Date and with the supply of which the Executive was concerned during the said 12
  months period. 

  






	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Term of Appointment

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  The Company shall employ
  the Executive and the Executive shall serve the Company initially as Chief Executive Designate. Subject to the
  Executive remaining in employment
  and not having given or received notice to terminate his employment under
  this Agreement, on or before 30 September, 2005, the Executive shall
  be appointed Chief Executive.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The
  Executive’s role and duties as Chief Executive are described in the First Schedule which may be varied from time to
  time by the Board.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  The Executive’s employment
  with the Company under this Agreement is
  effective from [3 May, 2005] until terminated by either party giving the
  other not less than one year’s written notice, provided that neither
  the Company nor the Executive shall serve notice of termination to expire
  earlier than the second anniversary of the date of commencement of the Executive’s
  employment. The provisions of this sub-clause do not affect the provisions of
  Clause 17 of this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  The Executive warrants that

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  by
  entering into this Agreement and performing his duties hereunder, he will not
  be in breach of any existing contractual or other legal obligation owed to
  any third party; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  he will eligible for and
  able to obtain all necessary security clearances for the purposes of performing his duties under this Agreement and
  that, except for other directorships held, no details will need to be
  disclosed to the UK Listing Authority on
  his appointment.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  The
  Company may, in its absolute discretion, lawfully terminate the employment of
  the Executive at any time by paying to the Executive a sum equal to his basic
  salary for the period this Agreement would otherwise continue.

  



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6


	
   
	
   
	
   
	
   

	
  3.
	
  Powers and Duties

	
   
	
   
	
   

	
   
	
  (a)
	
  The Executive shall
  exercise such powers and perform such duties (not being duties inappropriate
  to his senior status) in relation to the business of the Company or any Associated Company as may from
  time to time be vested in or assigned to him by the Company.

	
   
	
   
	
   

	
   
	
  (b)
	
  The
  Executive shall comply with all reasonable directions from, and all regulations of, the
  Company.

	
   
	
   
	
   

	
   
	
  (c)
	
  The
  Executive, who shall work such hours as may reasonably be required for the proper performance of his duties
  (including hours outside of normal business hours or at weekends or during
  public holidays), shall devote the whole
  of his time, attention and abilities during those hours to carrying out his
  duties in a proper, loyal and efficient manner.

	
   
	
   
	
   

	
   
	
  (d)
	
  The Company shall be under
  no obligation to vest in or assign to the Executive any powers or duties or to
  provide any work for the Executive, and the Company may at its sole discretion
  and without giving any reason, at any time or
  from time to time during any period of notice as specified in sub-clause (c)
  of clause 2 of this Agreement, or in circumstances in which it reasonably
  believes that the Executive is guilty of misconduct or in breach of this
  Agreement in order that the circumstances giving rise to that belief may be
  investigated, require the Executive:

	
   
	
   
	
  
	
   

	
   
	
   
	
  (i)
	
  not to
  attend his place of work or any other premises of the Company or any Associated
  Company during such period;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  to
  resign forthwith from any offices he may hold in the Company or in any
  Associated Company;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  not
  to carry out his duties and responsibilities hereunder during such period;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  to
  return to the Company all documents and other materials belonging to the
  Company or any Associated Company;

	
   
	
   
	
   
	
   

	
   
	
   
	
  PROVIDED
  THAT the Company shall continue to pay to or provide for the Executive his
  basic salary and contractual benefits to which he is entitled under this Agreement for such
  period. During any period of
  suspension the Executive will continue to be bound by the provisions of this
  Agreement and must continue at
  all times to conduct himself with good faith towards the Company and the
  Associated Companies and must not do anything that is harmful to its or their
  businesses.






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7


	
   
	
   
	
   

	
  4.
	
  Place of Work and Travel

	
   
	
   
	
   

	
   
	
  (a)
	
  The
  Executive shall serve the Company or, as the case may be, any Associated Company, at such
  place or places within the United Kingdom or outside the United Kingdom as
  the Company may from time to time require.

	
   
	
   
	
   

	
   
	
  (b)
	
  The
  Executive shall travel to such places as the Company may from time to time require.

	
   
	
   
	
   

	
   
	
  (c)
	
  The
  Company shall reimburse the Executive’s reasonable expenses incurred in moving his family and home to the United
  Kingdom and accommodating his family in the United Kingdom during the first
  six months of his employment.

	
   
	
   
	
   

	
  5.
	
  Salary

	
   
	
   

	
   
	
  (a)
	
  The Executive shall be paid
  for his services during his employment, in equal monthly instalments in arrears a basic salary at the rate of £600,000
  per annum (inclusive of any directors’ fees payable to him under the Company’s
  Articles of Association and of any Associated Company) or at such higher rate
  or rates as the Board may from time to time determine and notify to
  the Executive in writing.

	
   
	
   
	
   

	
   
	
  (b)
	
  The Executive will be
  eligible to participate each year in such discretionary bonus scheme and long
  term incentive schemes (if any) as are adopted by or under the authority of the Board for that year in relation to the
  most senior level of employees of
  the Company designated as “senior management” PROVIDED THAT the
  Company shall be under no obligation to adopt any such bonus or long term incentive schemes.

	
   
	
   
	
   

	
   
	
  (c)
	
  The
  Executive’s salary shall be reviewed by the Company on an annual basis and the Company may in its sole discretion
  increase, but not reduce, such salary but without being under any obligation
  to do so.

	
   
	
   
	
   

	
   
	
  (d)
	
  The
  Executive shall not be entitled to any other salary or fees as an ordinary or executive director or employee of the
  Company or any Associated Company and the Executive shall, as the Company may
  direct, either waive his right to any
  such salary or fees or account for the same to the Company.

	
   
	
   
	
   

	
   
	
  (e)
	
  The
  Company shall be entitled to deduct from the Executive’s salary all sums from
  time to time owed by the Executive to the Company or any Associated Company.

	
   
	
   
	
   

	
  6.
	
  Pensions

	
   
	
   

	
   
	
  The Executive shall be
  eligible for membership of the British Airways Retirement Plan (the “Plan”) subject to the Trust
  Deed and Rules of such scheme as from time to time in force. If the
  Executive joins the Plan the Company will pay employer contributions on






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8


	
   
	
   
	
   

	
 
	
  his
  behalf at the senior management rate (currently 12% of pensionable pay)
  subject to the Executive contributing at the applicable employee rate
  (currently 6% of pensionable pay but subject to any applicable statutory
  limits). The Executive hereby authorises the Company to deduct such
  contributions from his salary while he is a member of the Plan.

	
   

	
  7.
	
  Car
	
   

	
   
	
   
	
   

	
   
	
  (a)
	
  The
  Company shall provide the Executive with a motor car suitable for a person of
  his status together with the services of a driver.

	
   
	
   
	
   

	
   
	
  (b)
	
  The
  Company shall bear the cost of or reimburse the Executive in respect of
  petrol, lubricants and necessary maintenance for such car.

	
   
	
   
	
   

	
   
	
  (c)
	
  The
  Executive shall take good care of the car, ensure that the provisions of any
  regulations laid down by the Company from time to time as to the use of motor
  vehicles and of any policy of insurance are observed and procure the return
  the car to the Company’s
  registered office immediately upon the termination of his employment.

	
   
	
   
	
   

	
  8.
	
  Other Benefits

	
   
	
   

	
   
	
  The
  Executive shall be entitled to all perquisites and benefits from time to time
  enjoyed by executive members of the Board. The Company reserves the right to,
  and may in its absolute
  discretion, vary the terms on which such benefits are provided from time to time.

	
   
	
   

	
  9.
	
  Expenses

	
   
	
   

	
   
	
  (a)
	
  The Company shall reimburse
  to the Executive all reasonable travelling,
  subsistence, hotel, entertainment and other out-of-pocket expenses properly
  incurred by the Executive in the performance of his duties.

	
   
	
   
	
   

	
   
	
  (b)
	
  Any
  expense allowance paid by the Company to the Executive shall be set against
  the expenses reimbursable under sub-clause (a) above.

	
   
	
   
	
   

	
  10.
	
  Holidays

	
   
	
   

	
   
	
  (a)
	
  In
  addition to bank and other public holidays the Executive shall be entitled in every holiday year, being the period from
  1st April in one year to the next
  following 31st March, to 26 working days’ paid holiday to be taken at such
  time or times as may be approved by
  the Company PROVIDED THAT to the extent that any holiday entitlement
  is not taken in the holiday year of entitlement the same shall be lost unless the Executive has been prevented from
  taking leave during the holiday year owing to the requirements of the
  Company.

	
   
	
   
	
   

	
   
	
  (b)
	
  In the
  first holiday year of his employment under this Agreement, the Executive shall be entitled to
  a pro rata holiday entitlement of 2 and 1/16th days holiday






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9


	
   
	
   
	
   

	
   
	
   
	
  per
  completed month, to be taken during that year at such time or times as may be approved by the
  Company.

	
   
	
   
	
   

	
   
	
  (c)
	
  On
  the termination of his employment under this Agreement the Executive shall be entitled to pay in lieu of outstanding
  holiday entitlement or be required to repay the Company any pay received for
  holiday taken in excess of his actual entitlement.

	
   
	
   
	
   

	
  11.
	
  Industrial Property Rights

	
   
	
   
	
   

	
   
	
  (a)
	
  The
  Executive acknowledges that all Industrial Property produced, invented
  or discovered by him at any time during his employment with the Company or any Associated Company (whether before or after
  the date hereof) shall belong to and vest
  in the Company or, if appropriate, the relevant Associated Company absolutely
  to the fullest extent permitted by law.

	
   
	
   
	
   

	
   
	
  (b)
	
  The
  Executive undertakes, during his employment and thereafter, to execute all such documents and give
  all such assistance as, in the opinion of the Company, may be necessary or desirable to protect,
  register, maintain or vest any such Industrial Property or any Industrial
  Property Rights therein, subsisting in any part
  of the world, in the Company or any Associated Company absolutely.

	
   
	
   
	
   

	
   
	
  (c)
	
  The
  Executive hereby assigns to the Company or, if appropriate, the relevant Associated Company by way of present
  assignment of future copyright all copyright in all Industrial Property
  produced or originated by him during his employment.

	
   
	
   
	
   

	
  12.
	
  Confidential Information etc.

	
   
	
   
	
   

	
   
	
  (a)
	
  The Executive shall not,
  either during his employment or thereafter, use to the detriment or prejudice of the Company or any Associated Company or,
  except in the proper course of his duties, disclose, divulge or publish
  to any person or negligently cause any unauthorised disclosure of any secret
  or any confidential information
  (“Confidential Information”) which may have come to his knowledge during his
  employment concerning the business, affairs, products or services of:




	
 
	
 
	
 
	
 

	
   
	
   
	
  (i)
	
  the Company or any
  Associated Company or of any of their predecessors
  in business; or

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  of
  any third party to whom the Company is under an obligation of confidence such
  as suppliers, agents, distributors, employees or customers.

	
   
	
   
	
   
	
   

	
   
	
  (b)
	
  For
  the avoidance of doubt and without prejudice to the generality of this clause 12, Confidential Information which must be
  kept secret includes, without limitation:






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10


	
   
	
   
	
   
	
   

	
   
	
   
	
  (i)
	
  trade
  secrets, know-how, inventions, designs, processes, formulae, notations,
  improvements and financial information;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (ii)
	
  unpublished
  price sensitive information relating to securities listed on a Stock Exchange;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iii)
	
  lists
  of customers or agents and details of contracts with customers or agents;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (iv)
	
  business strategies
  including those relating to pricing and marketing;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (v)
	
  lists
  of suppliers and details of contracts with suppliers;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (vi)
	
  information
  supplied in confidence by third parties;

	
   
	
   
	
   
	
   

	
   
	
   
	
  (vii)
	
  technical information
  relating to the operation of the business; and

	
   
	
   
	
   
	
   

	
   
	
   
	
  (viii)
	
  information
  on senior employees of the Company and general management performance
  and succession issues.

	
   
	
   
	
   
	
   

	
   
	
  (c)
	
  The
  Executive shall use his best endeavours to prevent the publication or disclosure of any Confidential Information.

	
   
	
   
	
   
	
   

	
   
	
   (d)
	
  The
  Executive shall, at the request of the Company, enter into an agreement
  or undertaking with such third parties referred to in sub-clause 12(a)(ii) on substantially the same terms as this clause
  12.

	
   
	
   
	
   
	
   

	
   
	
   (e)
	
  This
  clause 12 shall not apply to information or knowledge which might come into
  the public domain other than in consequence of the Executive’s default.






	
   
	
   
	
   

	
  13.
	
  Competition

	
   
	
   

	
   
	
  The
  Executive shall not during his employment, without the prior written consent
  of the Company 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:

	
   
	
   

	
   
	
  (a)
	
  engage
  in, undertake or be employed, interested or concerned in any trade,
  profession, company, firm or business other than the Company or any Associated Company; or

	
   
	
   
	
   

	
   
	
  (b)
	
  hold
  any office in any company or body, other than the Company or any Associated Company, whether incorporated or
  unincorporated; or

	
   
	
   
	
   

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






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11


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PROVIDED
  THAT nothing in this clause 13 shall preclude the Executive 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 on any recognised stock exchange by way of
  bona fide investment only, unless the Company shall require him not to do so
  in any particular case on the ground that such other company is or may be carrying on a business competing or tending to
  compete with the business of the Company or any Associated Company.

  
	
   

  	
   

  
	
  14.

  	
  Post-termination Restrictions

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  After
  the termination of his employment hereunder the Executive shall not either
  alone or jointly with or on behalf of any other person, directly or indirectly,
  as principal, partner, agent, shareholder, director, employee, consultant or otherwise howsoever:

  
	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  at any time during the
  period of six months immediately following the Restriction Date in competition with the Company or any Relevant Associated
  Company carry on or assist with or be concerned or interested in the carrying on of a Restricted Business;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  at any time during the
  period of six months immediately following the Restriction Date, in competition with that part or parts of the
  Company or any Relevant Associated Company with which the Executive was materially involved, concerned or responsible
  within a 12 month period prior to
  the Restriction Date, supply (or procure or assist the supply of) any
  Services or Goods to any Restricted Customer or any Prospective Customer;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  at any time during the
  period of 12 months immediately following the Restriction Date, in competition with that part or parts of the
  Company or any Relevant Associated Company with which the Executive was materially involved, concerned or responsible
  within a 12 month period prior to
  the Restriction Date:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)

  	
  canvass
  or solicit or endeavour to canvass or solicit the custom of; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (B)

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (C)

  	
  have
  any other business dealings with,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  any
  Restricted Customer or any Prospective Customer in respect of any Services or
  Goods;

  



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12


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  at
  any time during the period of 12 months immediately following the Restriction Date, in competition with the
  Company or any Relevant Associated
  Company:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)

  	
  offer
  employment to, employ or offer or conclude any contract for services with, or solicit or endeavour
  to 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);

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  at
  any time following the Restriction Date interfere or seek to interfere with the continuance of supplies to the
  Company or any Relevant Associated Company by any Restricted Supplier who has
  supplied Goods or Services to the Company
  or any Relevant Associated Company at any time during the period of 12 months
  immediately prior to the Restriction Date or do or say anything likely or
  calculated to lead any person, firm or company to withdraw from or
  cease to continue offering to the Company
  or any Relevant Associated Company any rights of purchase, sale or agency
  then enjoyed by it.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Each of the obligations on
  the Executive in the above provisions of this clause 14 constitutes an entirely separate and independent restriction on the
  Executive notwithstanding that they may be contained in the same sub-clause,
  paragraph, sentence or phrase.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  While
  the restrictions imposed in this clause 14 are considered by the parties to be reasonable in all the circumstances, it
  is agreed that if any one or more of such
  restrictions shall either taken by itself or themselves together be adjudged to
  go beyond what is reasonable in all the circumstances for the protection of the Company’s or any Relevant Associated
  Company’s legitimate interest but would be adjudged reasonable if any
  particular restriction or restrictions were deleted or if any part or parts
  of the wording thereof were deleted, restricted or limited in a particular manner, then the said restrictions shall
  apply with such deletions, restrictions or limitations as the case may be.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  The Executive hereby agrees
  that he will at the request and cost of the Company enter into a direct
  agreement or undertaking with any Relevant Associated
  Company whereby he will accept restrictions corresponding to the restrictions
  herein contained or such of them as are appropriate in the circumstances.

  



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13


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  This
  clause 14 shall not preclude the Executive from holding, acquiring directly
  or indirectly, or being otherwise interested in 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 on any recognised
  stock exchange by way of bona fide investment only, unless the Company shall
  require him not to do so in any particular case on the ground that such other
  company is or may be carrying on a business competing or tending to compete
  with the business of the Company or
  any Associated Company.

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Compliance
  with Company and other regulations

  
	
   

  	
   

  
	
   

  	
  The Executive shall 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 Criminal
  Justice Act 1993) and any relevant regulations of the United Kingdom Listing
  Authority, the Securities and Exchange
  Commission and the London and New York Stock Exchanges relating to
  dealings in shares, debentures and other securities. In relation to overseas dealing the Executive 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.

  
	
   

  	
   

  
	
  16.

  	
  Sickness

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Provided that the
  Executive, if requested, produces medical certificates satisfactory to the
  Company, if the Executive is absent from work due to sickness, accident or
  other incapacitating cause the basic salary and contractual benefits payable
  to the Executive under this Agreement shall be paid for a period of six months and shall thereafter cease to be
  payable unless the Company decides in its absolute discretion to
  continue to pay them.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Such
  remuneration shall include any sums the Company is obliged to pay to the
  Executive pursuant to the Social Security Contributions and Benefits Act 1992
  (Statutory Sick Pay). The Company may reduce remuneration during incapacity by an amount equal to the benefit (excluding
  any lump sum benefit) which the Executive
  would be entitled to claim:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  during such incapacity
  under the then current Social Security Acts (whether or not such benefit is
  claimed by the Executive); or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  under
  any scheme of which by virtue of his employment the Executive is a
  non-contributory member.

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
  Termination of Employment

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  The
  Company may by notice terminate the Executive’s employment under this Agreement with immediate effect if the
  Executive:

  



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14


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  has
  an order under Section 252 of the Insolvency Act 1986 made in respect of him or if an interim receiver of his
  property is appointed under Section 286 of that
  Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  is prohibited or
  disqualified by law from holding an office which he holds in the Company or any Associated Company or resigns
  from any such office without the prior written consent of a member of
  the Board; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  is
  guilty of misconduct or commits any serious or persistent breach of any of
  his obligations to the
  Company or any Associated Company (whether under this Agreement or
  otherwise); or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

  	
  refuses
  or neglects to comply with any lawful orders or directions given to him by the Company; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)

  	
  materially
  and consistently fails, in the opinion of the Board, to perform his duties to a reasonable
  standard; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (viii)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ix)

  	
  is
  guilty of any conduct which brings or might bring him or the Company or any Associated Company into disrepute; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (x)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (xi)

  	
  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 undertaking of the Company.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Executive shall have no
  claim against the Company by reason of such termination.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Any
  delay or forbearance by the Company in exercising any right of termination
  shall not constitute a waiver
  of it.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  This
  Agreement shall automatically terminate, if not terminated earlier, at the
  end of the month in which the Executive reaches the age of 65 years.

  



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15


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  On the termination of the
  Executive’s employment for whatever reason the Executive shall immediately tender his resignation,
  without claim for compensation, from all offices he holds in the
  Company and in any Associated Company and from all other appointments or offices which he holds as
  nominee or representative of the Company or any Associated Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  In
  the event of the Executive’s failure to tender his resignation in accordance
  with sub-clause 17(d) of this Agreement, the Company is hereby irrevocably authorised to appoint some person in his name and on his
  behalf to sign and deliver such resignations.

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  After termination of the
  Executive’s employment he shall not at any time thereafter:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  represent himself as being
  in any way connected with or interested in the business of or employed by the
  Company or any Associated Company; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  use
  for trade or other purposes the name of the Company or any Associated Company or any name
  capable of confusion with such name.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (g)

  	
  The termination of the
  Executive’s employment for whatever reason shall not affect those terms of this Agreement which are
  expressed to have effect thereafter and shall be without prejudice to
  any accrued rights or remedies of the parties.

  
	
   

  	
   

  	
   

  
	
  18.

  	
  Return of Property

  
	
   

  	
   

  
	
   

  	
  The Executive shall
  whenever requested by the Company and in any event upon the termination of
  his employment, for whatever reason, promptly deliver up to the Company all
  keys, credit cards, books and materials (and copies thereof) and other property of, or relating to, the Company or any
  Associated Company (including, without limitation, lists of clients or
  customers, correspondence, notes and memoranda of any trade secrets or
  confidential information and all other documents, papers and records which
  may have been prepared by him or have come into his possession, custody or
  control in the course of his employment) in his possession. Title and
  copyright in any such property shall vest
  in the Company.

  
	
   

  	
   

  	
   

  
	
  19.

  	
  Miscellaneous Matters

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  For
  the purpose of the Employment Rights Act 1996 the Executive’s continuous period of employment began on the date
  specified in Clause 2(c) of this Agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  There are no disciplinary
  rules in force in relation to the Executive who is expected at all times to
  conduct himself in a manner consistent with his senior status. The Company intends that it shall
  follow at least the statutory minimum dispute resolution procedures as
  set out in the Employment Act 2002 in any decision to discipline or dismiss
  the Executive. However, such procedures do not
  form a term of this Agreement, the Company reserves the right not to follow

  



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16



	
   

  	
   

  	
   

  
	
   

  	
   

  	
  such procedures and the
  Executive shall have no claim as a result of the terms of this Agreement by reason only of the
  Company’s failure to follow such procedures. If the Executive is dissatisfied with any disciplinary decision
  or decision to dismiss him or has a grievance relating to his employment, he should first apply in person to the Chairman of
  the Company. If the matter is not then settled the Executive should write to
  the Board setting out full details of the matter. The decision of the
  Board on such matter shall be final.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  There
  are no collective agreements which directly affect the terms and conditions
  set out in this Agreement.

  
	
   

  	
   

  	
   

  
	
  20.

  	
  Notices

  
	
   

  	
   

  
	
   

  	
  Any
  notice may be given personally to the Executive or to the Secretary of the Company
  (as the case may be) or
  may be posted to the Company (for the attention of its Secretary) at its
  registered office for the time being or to the Executive either at his
  address given above or at his last known address. Any such notice sent by
  post shall be deemed served forty-eight
  hours after it is posted and in proving such service it shall be sufficient
  to prove that the notice was properly addressed and put in the post.

  
	
   

  	
   

  
	
  21.

  	
  Other
  Agreements

  
	
   

  	
   

  
	
   

  	
  This
  Agreement supersedes any previous agreement between the parties and the
  Executive acknowledges and warrants that:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  there
  are no agreements or arrangements whether written, oral or implied between the Company or
  any Associated Company and the Executive relating to the employment of the Executive other
  than those expressly set out in this
  Agreement; and

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  he is
  not entering into this Agreement in reliance on any representation, warranty or undertaking not expressly set out or referred to in this Agreement.

  
	
   

  	
   

  	
   

  
	
  22.

  	
  Employment
  Guide

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  The Employment Guide is
  incorporated into and shall form part of this Agreement, with the exception
  of any provision contained therein relating to disciplinary matters and/or individual grievances, and the Executive
  shall at all times abide by the regulations stated in the Employment Guide.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  To the
  extent that the Employment Guide is inconsistent with the express terms of this Agreement,
  the express terms of this Agreement shall prevail.

  
	
   

  	
   

  	
   

  
	
  23.

  	
  Data Protection

  
	
   

  	
   

  
	
   

  	
  The
  Executive consents to the Company or any Associated Company holding and
  processing both electronically and manually the data it collects which
  relates to the

  
	
   

  	
   

  	
   

  
	
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17




	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Executive
  for the purposes of the administration and management of its employees and its business and for compliance with
  applicable procedures, laws and regulations. The Executive also consents to the transfer of such personal information
  to other offices the Company may have or to an Associated Company or
  to other third parties whether or not outside the European Economic Area for
  administration purposes and other purposes in connection with the Executive’s
  employment where it is necessary or desirable
  for the Company to do so.

  
	
   

  	
   

  
	
  24.

  	
  Communication

  
	
   

  	
   

  
	
   

  	
  Telephone
  calls made and received by the Executive using the Company’s equipment and
  use of the Company’s e-mail system to send or receive personal correspondence
  may be recorded by the
  Company on its communications systems. Any recordings made shall at all times remain the property of the Company and, if
  necessary, will be used as evidence in the case of disputes with employees or
  clients.

  
	
   

  	
   

  
	
  25.

  	
  Indemnity

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  For the purposes of this
  Clause 25, the following words shall have the following meanings: the “Statutes” means a reference to the Companies
  Act 1985, The Uncertificated Securities Regulations 2001 (SI 2001/3722), the
  Companies (Audit, Investigations and Community Enterprise) Act 2004 and every other statute or subsidiary
  legislation for the time being in force concerning companies and
  affecting the Company; “subsidiary” shall
  have the meaning set out in section 736 of the Companies Act 1985 (as
  amended);

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Subject to the provisions
  of and so far as may be consistent with the
  Statutes, the Company irrevocably and, subject to clause 25.(e),
  unconditionally, undertakes and covenants with the Executive that it will
  indemnify and hold harmless the Executive against all costs, charges,
  losses, expenses and liabilities incurred by him at any time in or in
  connection with the following matters:-

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  the
  actual or purported execution and/or discharge of his duties as a director of the Company;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  the
  exercise or purported exercise of his powers as a director of the Company;
  and/or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  otherwise
  in relation to or in connection with his duties, powers or office in relation
  to the Company,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  in
  each case whether or not such matter occurred before, on or after the date of this Deed. In addition, the Company
  will similarly indemnify the Executive in
  relation to any duties, powers and offices in any subsidiary or other entity
  where the Executive acts at the Company’s written

  
	
   

  	
   

  	
   

  
	
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18




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  request
  as a director or officer (or, in the case of an unincorporated entity, in an
  analogous role) of such subsidiary or other entity.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  (i)

  	
  Subject to the provisions
  of and so far as may be consistent with the
  Statutes, and subject also to (ii) and Clause 25(e) below, the Company may, at its absolute discretion, advance funds
  to the Executive up to such limit as it considers appropriate for the purpose
  of defending any criminal or civil proceedings, or for the purpose of
  any application for relief, in connection
  with the matters listed in Clause 25(b) above. The Executive shall be obliged
  to apply the funds so advanced for the purposes for which they are so
  advanced.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Any
  advance of funds to the Executive under Clause (i) above shall be subject to the
  Executive agreeing to repay such funds, or to discharge any liability of the
  Company relating to the provision of such funds, not later than:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (A)

  	
  in the
  event of the Executive being convicted in the proceedings, the date
  when the conviction becomes final;

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (B)

  	
  in
  the event of judgment being given against the Executive in the proceedings, the date when judgment
  becomes final; or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (C)

  	
  in
  the event of a court refusing to grant the Executive relief on the application, the date when the refusal
  of relief becomes final.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The Company shall also be
  entitled to require the Executive immediately
  to repay any funds, or discharge any liability of the Company relating to the provision of any funds,
  if such funds are used by the Executive for a purpose other than that
  for which they are advanced or if the Executive breaches Clause 25(e) in any
  material respect.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  For
  the purposes of Clause (ii) above, a conviction, judgment or refusal of
  relief becomes final (if not appealed against) at the end of the period for bringing an appeal or (if appealed
  against) at the time when the appeal (or
  any further appeal) is disposed of and an appeal is disposed of if it
  is determined and the period for bringing any further appeal has determined or if it is abandoned or otherwise
  ceases to have effect.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  The Company hereby undertakes
  to the Executive that at each annual renewal of the Company’s Directors and Officers Liability Insurance Policy,
  it will use all commercially reasonable endeavours to purchase a
  72-month extended discovery period for former directors and officers provided
  that the cost of such policy is not
  unreasonable (having regard, inter alia, to the coverage afforded by

  
	
   

  	
   

  	
   

  
	
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19




	
   

  	
   

  	
   

  
	
   

  	
   

  	
  it
  and the cost of any other directors and officers insurance policy taken out
  by the Company from time to time).

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  The obligation of the
  Company to indemnify the Executive under Clause 25.(b) and/or any agreement of the Company to advance
  funds to the Executive under 25(c) shall be subject to the following
  conditions:

  
	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
  the Executive shall not
  make any admissions, conduct any negotiations or agree to any compromise,
  settlement or waiver of any rights or liabilities or make any payment on account or into court or otherwise in connection
  with any matter to which this Clause relates, save in accordance with written
  instructions from the Company;

  
	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
  as
  soon as reasonably practicable after the Executive becomes aware of any claim
  made or threatened in connection with a matter which is or could be the subject of a claim under the indemnity in
  Clause 25.2, he shall notify the Company
  promptly and in writing, accompanied by any known material details of such
  known or threatened claim;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
  the Executive shall give
  the Company, upon request, sole conduct of any negotiations, arbitration or proceedings in connection with a matter
  to which this Deed relates to the extent permitted by the law
  applicable to the negotiations, arbitration
  or proceedings in question;

  
	
   

  	
   

  	
   

  
	
   

  	
  (iv)

  	
  the
  Executive shall give full authority and discretion to the Company to take or
  omit to take any action it considers appropriate in connection with such
  matter;

  
	
   

  	
   

  	
   

  
	
   

  	
  (v)

  	
  the
  Executive shall give such reasonable assistance and co-operation (including the making of any witness statement or
  deposition, the giving of evidence, and the provision and procuring of all
  consents, documents and information within his power) as may be requested by
  the Company in connection with such matter;
  and

  
	
   

  	
   

  	
   

  
	
   

  	
  (vi)

  	
  the
  Executive shall not make any statements to the press or any other media concerning any matter which is or could be
  the subject of a claim under this Clause.

  
	
   

  	
   

  	
   

  
	
  26.

  	
  Governing Law

  
	
   

  	
   

  
	
   

  	
  This
  Agreement shall be governed by and construed under English law and each of
  the parties hereby
  irrevocably agrees for the exclusive benefit of the Company that the Courts of England are to have jurisdiction to
  settle any disputes which may arise out of or in connection with this
  Agreement.

  
	
   

  	
   

  
	
  IN
  WITNESS whereof this Agreement has been signed by or on behalf of the parties
  hereto the day and year first before written.

  
	
   

  
	
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20




FIRST SCHEDULE


Chief Executive’s Role and Duties 


Overall Role


To take overall
responsibility for the supervision and safe conduct of the Company’s business and its profitable operation in accordance with
the policies, strategies and objectives established by the Board.


Specifically


	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  To be
  responsible and accountable to the Chairman and the Board for the management
  and profitable operation of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  To
  formulate, with the executive management, clear business and financial
  strategies and policies
  which will bring about profitable growth and increase the value of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  To oversee the preparation
  of operational and marketing plans with the executive management which will ensure the highest standards of operational
  safety and security and which will underpin the business strategies
  and policies.

  
	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  To
  develop an effective management structure and put in place effective controls
  so that proper business,
  safety, security and financial practices exist and that the Company remains
  competent to secure the safe operation of aircraft of which it is the
  operator.

  
	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  To
  formulate, with the executive management, clear social and environmental
  policies and develop an effective management structure and put in place
  effective controls to ensure
  that the Company is aware of and discharges its social and environmental responsibilities.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  To
  lead the management of the Company by monitoring performance against agreed
  targets and ensuring through remedial action, as appropriate, that the goals,
  strategies and policies of the Company are achieved.

  
	
   

  	
   

  	
   

  
	
   

  	
  7.

  	
  To
  provide leadership advice and counsel to senior managers and supervise
  development programmes so as to achieve a superior performing Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  8.

  	
  To
  co-ordinate the activities of all elements of the business so that together
  they achieve corporate objectives.

  
	
   

  	
   

  	
   

  
	
   

  	
  9.

  	
  To
  recommend and seek approval of the Remuneration Committee of the Board for executive management remuneration and
  incentive programmes.

  



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21




	
   

  	
   

  	
   

  
	
   

  	
  10.

  	
  To
  report regularly to the Board on the performance of the business so that the
  Board can measure performance against the policies, strategies and objectives
  established by the Board.

  
	
   

  	
   

  	
   

  
	
   

  	
  11.

  	
  To
  keep the Chairman informed on all matters of importance.

  
	
   

  	
   

  	
   

  
	
   

  	
  12.

  	
  To
  respond effectively to Board requests for assistance in matters relating to
  the
  Company’s business.

  






	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by Neil Robertson 

  	
   

  	
  )

  	
   

  	
   

  
	
  for
  and on behalf of 

  	
   

  	
  )

  	
   /s/ Neil Aobertson
  
	
  BRITISH AIRWAYS PLC 

  	
   

  	
  )

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SIGNED
  by WILLIAM WALSH

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  )

  	
  /s/ William Walsh
  



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