S E R V I C E


A G R E E M E N T








S E R V
I C E  A G R E E M E N T 


B E T W
E E N


BRITISH AIRWAYS Plc whose principal office
is at Speedbird House, Heathrow Airport (London), Hounslow, Middlesex TW6
2JA (“the Company”)


A N D


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


	
   

  	
   

  	
   

  
	
  1.

  	
  IMPLEMENTATION

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  “Employment
  Guide”: 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 of Directors of the Company in relation to the employment and activities of employees of the
  Company and as applicable to the Employee’s employment.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  “Associated
  Company”: in
  relation to the Company, another company
  which is a subsidiary of, or a holding company of, or another 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.

  
	
   

  	
   

  	
   

  
	
  2.

  	
  APPOINTMENT & DURATION

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  The
  Company shall employ the Employee and the Employee shall serve the Company or
  any Associated Company in the capacity described in paragraph 2 of the First
  Schedule to this Agreement (the “First Schedule”) or, in such other capacity, commensurate
  with the Employee’s skills and experience, as the Company may in its absolute
  discretion at any time determine and this Agreement shall continue, subject
  to earlier termination as provided for herein, until terminated by either
  party by service of the appropriate period of notice as specified in the
  First
  Schedule;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The
  Company reserves the right to pay basic salary in lieu of notice whether notice is given by
  the Company or by the Employee under this Agreement.

  
	
   

  	
   

  	
   

  
	
  3.

  	
  COMMENCEMENT

  
	
   

  	
   

  
	
   

  	
  The
  employment of the Employee under this Agreement shall commence on the date
  set out in paragraph 3 of the First Schedule.

  











	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  PLACE OF WORK

  
	
   

  	
   

  
	
   

  	
  The Employee 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 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 the
  Employee is required to move to and reside at a different location.

  
	
   

  	
   

  
	
  5.

  	
  DUTIES

  
	
   

  	
   

  
	
   

  	
  The Employee shall during
  the continuance of this Agreement 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 outside those hours or at weekends or during public holidays as may be reasonably necessary for the proper
  performance of the Employee’s duties.

  
	
   

  	
   

  
	
  6.

  	
  REMUNERATION

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  During
  the continuance of this Agreement the Company shall pay to the Employee the salary
  specified in the Second Schedule to this Agreement (the “Second Schedule”). The
  Employee shall be entitled to the package of benefits from time to time made generally available to the 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. The Company reserves the
  right to, and may at its absolute
  discretion, vary the terms on which these benefits are provided from time to time.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The Employee’s salary shall
  be reviewed by the Company at least once during each calendar year and may in
  the sole discretion of the Company be increased
  following such review.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  The Company shall be
  entitled to deduct from the Employee’s salary all sums from time to time owing from the Employee to
  the Company or any Associated Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  The Employee will
  participate in each year either :

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  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,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROVIDED
  THAT the Company shall be under no obligation to adopt a bonus scheme.

  











	
   

  	
   

  	
   

  
	
  7.

  	
  EXPENSES

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  The
  Company shall reimburse to the Employee such reasonable travel, subsistence, entertaining and other
  out of pocket expenses as the Company may in its absolute discretion from time to
  time prescribe in the Employment Guide or otherwise as applicable to the
  Employee’s employment hereunder and subject to the Employee’s compliance with
  the Employment Guide relating to expenses.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  In part
  reimbursement and satisfaction of the expenses detailed in sub-clause 7(a), the Employee shall
  receive the expense allowance set out in Part B of the Second Schedule.

  
	
   

  	
   

  	
   

  
	
  8.

  	
  HOLIDAY

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  In
  addition to bank and other public holidays the Employee shall be entitled in every holiday year being
  the period from 1 April in one year to the next following 31 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 any holiday year the
  same shall be lost, unless the Employee
  has been prevented from taking leave during the holiday year owing to the
  requirements of the Company.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  For
  the holiday year during which the Employee’s employment under this agreement commences the Employee
  is entitled to 2 1/6 days for each completed month worked in that year.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  On the
  termination of his or her employment hereunder 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 holiday.

  
	
   

  	
   

  	
   

  
	
  9.

  	
  COMPETITION

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  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;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  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.

  











	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
  COMPLIANCE
  WITH COMPANY & OTHER
  REGULATIONS

  
	
   

  	
   

  
	
   

  	
  The
  Employee 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 Company Securities (Insider Dealing Act 1985) and any relevant
  regulations of The International Stock Exchange relating to dealings in shares, debentures and other
  securities. 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.

  
	
   

  	
   

  
	
  11.

  	
  PUBLIC STATEMENTS

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  12.

  	
  OPTIONS OF THE COMPANY

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  In
  the event of either party to this Agreement serving notice upon the other party to terminate this Agreement the
  Company shall be entitled at its sole discretion, by service of written
  notice upon the Employee, to require the Employee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  to
  resign forthwith from any offices he or she may hold in the Company or in any Associated Company;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  not to
  carry out his or her duties and responsibilities hereunder during the notice period;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  to
  return to the Company all documents and other materials belonging to the Company
  or any Associated Companies

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PROVIDED that the Company
  shall continue to pay the Employee his or her remuneration and to provide all
  benefits to which he or she is entitled under this Agreement for the notice period.

  
	
   

  	
   

  
	
   

  	
  (b)

  	
  For
  the avoidance of doubt if the Company has served notice on the Employee to exercise its rights
  under Clause 12(a) the other terms and conditions of this Agreement shall remain in full force and
  effect save as expressly varied by the provisions
  of Clause 12(a).

  











	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
  CONFIDENTIALITY

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  During the continuance of
  his or her employment hereunder and at all times thereafter the Employee shall not, other than in the proper course of
  his or her duties, use, disclose or publish to any person or negligently
  cause any unauthorised disclosure 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 Associated 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 or customers.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  For
  the avoidance of doubt and without prejudice to the generality of the preceding paragraph, the following are
  examples of confidential information which
  must be kept secret: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  Business
  strategies including those relating to pricing and marketing;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  Lists of suppliers and
  details of contracts with suppliers; 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  Information
  supplied in confidence by third parties;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  This list is not
  exhaustive.

  
	
   

  	
   

  
	
  14.

  	
  TERMINATION

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  The Company may by notice
  terminate this Agreement with immediate effect if the Employee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

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

  











	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (viii)

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ix)

  	
  if the
  Employee 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.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  On the termination of the
  Employee’s employment for whatever reason the Employee shall:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  immediately
  tender his or her resignation from all offices he or she holds in the Company
  and in any Associated Company and from all other appointments or offices
  which he or she holds as nominee or representative of the Company or any
  Associated Company;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  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 or any Associated Company (including without limitation all documents prepared by him or her or which may
  have come into his or her possession in the course of his or her employment hereunder) then in his or her
  possession.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

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

  











	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  The
  termination of the Employee’s employment hereunder 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.

  
	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  If a
  disciplinary matter arises involving the Employee the Company will, where
  appropriate, apply the Disciplinary Procedure in the Employment Guide. The
  disciplinary procedure is a policy document only and does not form part of
  the Employee’s contract of employment.

  
	
   

  	
   

  	
   

  
	
  15.

  	
  POST TERMINATION RESTRICTIVE COVENANTS

  
	
   

  	
   

  
	
   

  	
  (a)

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Relevant Associated Company”: an Associated
  Company to which the Employee has rendered substantial services in the period of 24 months
  immediately prior to the Termination Date;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “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 two year 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;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Services and Goods”: any services and
  goods of a kind supplied by the Company or any Relevant Associated Company in the
  period of two years immediately prior to the Termination Date and with the
  supply of which the Employee was concerned during the said two year period;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Customer”: any person, firm or company who at any time
  during the period of two years 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 personally dealt on behalf of the
  Company or any Relevant Associated Company during the said period of two
  years or for whose account the Employee had overall responsibility;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “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 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 12 months;

  












	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Key Person”: a person who is or was at any time whilst the
  Employee was employed by the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (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.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Supplier”: any person, firm or company who at any time during the period of two years
  immediately prior to the Termination Date was a supplier of the Company or
  any Relevant Associated Company 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 two years or for whose account the Employee
  had overall responsibility.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  After
  the termination of his or her employment hereunder howsoever arising
  (excluding the termination or purported termination of this Agreement by the Company in breach of
  its terms) the Employee 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 6 months immediately following the
  Termination 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 6 months immediately following the Termination Date in competition
  with that part or parts of the Company or
  any Relevant Associated Company with which the Employee was involved,
  concerned or responsible within a two year period prior to the Termination
  Date supply (or procure or assist the supply of) any Services or goods to any Customer or any Prospective Customer;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  at any time during the
  period of 6 months immediately following the Termination Date in competition
  with that part or parts of the Company or
  any Relevant Associated Company with which the Employee was involved,
  concerned or responsible within a two year period prior to the Termination
  Date canvass or solicit the custom of (or procure or assist the canvassing or
  soliciting of the custom of) any
  Customer or any Prospective Customer in respect of any Services or Goods;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  at any time during the
  period of 6 months in competition with the Company
  or any Relevant Associated Company immediately following the Termination Date:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (aa)

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

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (bb)

  	
  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 Relevant Associated Company (as the case may be) more than
  3 months previously.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  at any
  time following the Termination Date interfere or seek to interfere with the
  continuance of supplies to the Company or any Relevant Associated Company by any supplier
  who has supplied goods or services to the Company or any Relevant Associated Company at any time during the period of one
  year immediately prior to the Termination 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.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
  (d)

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

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
  PENSION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  If the
  Employee is at the date 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 each of the Schemes.

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The Employee should note
  that it is not compulsory to remain in 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 continue in the Scheme
  then the Company will be under no obligation to contribute to any other
  arrangement.

  
	
   

  	
   

  	
   

  
	
   

  	
  (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.

  











	
   

  	
   

  	
   

  
	
  17.

  	
  INVENTIONS

  
	
   

  	
   

  
	
   

  	
  (a)

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “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 adapted for use
  therein or in connection therewith;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  “Industrial Property Rights”: includes patents,
  design rights, trademark 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 registrable and to the
  fullest extent thereof and for
  the full period thereof and all extensions and renewals thereof) and all applications for registration thereof, and all
  rights and interests thereto and therein;

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  The
  Employee acknowledges that all Industrial Property produced, invented or discovered by him
  or her at any time during his or her employment with the Company whether
  before or after the date hereof shall belong to and vest in the Company
  absolutely to the fullest extent permitted by law and to such end the
  Employee undertakes, at the request and expense of the Company, to execute all such documents and give all such
  assistance as in the option of the
  Company may be necessary or desirable to vest any such Industrial Property or any Industrial Property Rights
  therein in the Company absolutely and
  the Employee hereby assigns by way of present assignment of future copyright
  all copyright in all Industrial Property produced or originated by him or her.

  
	
   

  	
   

  	
   

  
	
  18.

  	
  OTHER DOCUMENTS

  
	
   

  	
   

  
	
   

  	
  The
  Employment Guide is 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 may be inspected by the Employee on request to the Employee’s Human
  Resources Manager.

  
	
   

  	
   

  
	
  19.

  	
  OTHER AGREEMENTS

  
	
   

  	
   

  
	
   

  	
  This
  Agreement supersedes all other agreements other than those expressly referred
  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 is
  not entering into this Agreement in reliance of any representation not
  expressly set out herein.

  
	
   

  	
   

  
	
  20.

  	
  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.

  











F I R S T   S C H E D U L E


	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Employee:

  	
  Mr Martin P George


  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Capacity of
  Employee:

  	
   

  	
  Marketing Director

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Commencement
  date of this Agreement:

  	
   

  	
  1st February 1997

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

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

  	
   

  	
  12th October 1987

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Period of
  Notice from the Company:

  	
   

  	
  Twelve Months

  
	
   

  	
  from the Employee:

  	
   

  	
  Six Months

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
  Special
  Conditions (if any):

  	
   

  	
  None

  











S E C O N D   S C H E D U L E


Part A - Salary


	
   

  	
   

  
	
  Salary:

  	
  £
  110,000.00 per annum payable in monthly instalments in arrears*

  



  *w.e.f. 1.vii.05 £ 325,000



Part B - Expense Allowance


The Employee shall receive an
expense allowance of £800 per annum in accordance with the provisions of the relevant section of “Senior
Management - A Summary of your Benefits”.





Withdraw 31
March 2002








S E R V I C E   A G R E E M E N T


Dated
the 21st February 1997


	
   

  	
   

  
	
  Signed
  for and on behalf of British Airways Plc

  	
  /s/ ROBERT AYLING

  
	
   

  	
   

  
	
   

  	
  ROBERT AYLING 

  CHIEF EXECUTIVE

  
	
   

  	
   

  
	
  Signed by the Employee

  	
  /s/ 
MARTIN GEORGE

  
	
   

  	
   

  
	
   

  	
  MR
  MARTIN GEORGE