Unassociated Document


     

     

    
      MARLBOROUGH
UNDERWRITING AGENCY LIMITED

       

       

      and

       

      THOMAS
BOLT

       

       

       

      
        
          	
                   

                  EMPLOYMENT
      AGREEMENT

                   

                


        

      

      


       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       

      
        THIS
AGREEMENT is made as of the 1st of December, 2008 between Marlborough
Underwriting Agency Limited, a limited liability company incorporated in London
whose registered office is at 20 Birchin Lane, London; and Thomas Bolt of Flat 7
, 7 Egerton Place, London, England SW3 2EF.

        the “Employee”).

         

      

      WHEREBY
IT IS AGREED as follows:

       

      1)           Definitions
and Interpretation

      Headings
in this document do not affect interpretation and are for convenience only. In
addition to the words and expressions hereinbefore defined the following words
and expressions shall have the meanings hereinafter ascribed to
them:

      
        	
                 
      

              	
                a)

              	
                “Affiliate” means in
      relation to a company, any other company which is a subsidiary of that
      company, which controls that company or which is controlled by any person
      who controls that company. For the purposes of this definition, “control”,
      when used with respect to any company, means the power to direct the
      management and policies of such company, directly or indirectly, whether
      through the ownership of voting securities, by contract or otherwise; and
      the terms “controlling” and “controlled” have
      meanings correlative to the
foregoing;

              


      

      
        	
                 
      

              	
                b)

              	
                “Business Day” means any
      day normally treated as a business day in
  Bermuda;

              


      

      
        	
                 
      

              	
                c)

              	
                “Cause”
      means:

              


      

      
        
          
            	
                     

                  	
                    (i)

                  	
                    a
      material breach by the Employee of any contract between the Employee and
      the Company, including this Agreement;

                  
	
                     

                  	
                    (ii)
 	
                    the
      wilful and continued failure or refusal by the Employee to perform any
      duties reasonably required by the Company, after notification by the
      Company of such failure or refusal, and failing to correct such behaviour
      within 20 days of such notification;

                  
	
                     

                  	
                    (iii) 

                  	
                    commission
      by the Employee of a criminal offence or other offence of moral
      turpitude,

                  
	
                     

                  	
                    (iv)
 	
                    perpetration
      by the Employee of a dishonest act or common law fraud

                    against
      the Company or a client thereof;

                  
	
                     

                  	
                    (v)
 	
                    the
      Employee wilfully engaging in misconduct which is materially injurious to
      the Company, including without limitation, the disclosure of any trade
      secrets, financial models, or computer software to persons outside the
      Company without the consent of the
Company;

                  


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 
      	
                d)

              	
                “Commencement Date” has
      the meaning set out in paragraph 3 of Schedule 1;

              
	 
      	
                e)

              	
                “Employment” means the
      employment of the Employee pursuant to this Agreement;

              
	 
      	
                f)

              	
                “Intellectual Property Rights”
      means rights in inventions, patents, trade marks, service marks,
      design rights (whether registrable or otherwise), trade and business
      names, copyrights (including rights in computer software), database rights
      and semiconductor topography rights (whether or not any of these is
      registered and including applications for registrations) and all rights or
      terms of protection of a similar nature or having equivalent or similar
      effect to any of these which may subsist anywhere in the
      world;

              
	 
      	
                g)

              	
                “Staff Policy Manual”
      means such document or documents produced by the Company which set
      out the policies and procedures of the Company and which may be amended
      from time to time;

              
	 
      	
                h)

              	
                “Termination Date” means
      the date on which the Employee’s employment with the Company ceases in
      accordance with the provisions of this
  Agreement.

              


      

       

      
        
          
            
              	2)	Appointment
	 	
                      a)

                    	
                      The
      Company hereby appoints the Employee and the Employee hereby accepts the
      position set out in paragraph 1 of Schedule 1 and shall have such
      responsibilities as the Company may from time to time
    direct.

                    
	 	
                      b)

                    	
                      The
      Employee may be required to provide services to Affiliates of the
      Company.

                    
	 	
                      c)

                    	
                      The
      foregoing appointment shall be subject to:

                    
	 	 
      	
                      i)

                    	
                      satisfactory
      reference/background checks conducted by or on behalf of the Company;
      and

                    
	 	 
      	
                      ii)

                    	
                      where
      applicable, the existence of a work permit entitling the Employee to work
      lawfully in the United
Kingdom.

                    


            

          

        

      

      


      3)           Duration
of Appointment

      The
Employment shall be deemed to have commenced on the Commencement Date and shall
continue unless terminated in accordance with the provisions of this
Agreement.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        	4)	Place
      of Employment 
	 	 
	 	
                                The
      Employee’s place of employment is set out in paragraph 2 of Schedule
      1. 

                              
	 	 
	5)	Compensation
	 	
                                a)

                              	
                                Salary,
      Benefits and Deductions from Salary

                              
	 	 
      	
                                i)

                              	
                                The
      salary payable to the Employee shall be the sum as set out in paragraph 4
      of Schedule 1, and shall be payable by equal monthly instalments in
      arrears on the last Business Day of each month.

                              
	 	 
      	
                                ii)

                              	
                                The
      Company shall review the salary annually in January beginning January 2010
      and the rate of salary may, at the Company’s sole discretion, be increased
      effective from the date of
review.

                              


                      

                    

                  

                

              

            

          

        

      

                           

      
        
          
            
              
                
                  
                    
                      
                        	6)	
                                Vacation 

                                 

                              
	 	The
      Employee shall be entitled to paid vacation in accordance with paragraph 7
      of Schedule 1, such vacation to be taken in accordance with the Staff
      Policy Manual. 
	 	 	 
	7)	
                                Amendments and
      Waivers

                                 

                              
	 	
                                (a)

                              	
                                No
      amendments to the provisions of this Agreement shall be effective unless
      in writing and signed by the parties hereto or their duly authorized
      representatives.

                                 

                              
	 	
                                
                                  (b)

                                

                              	
                                All
      rights, remedies and powers conferred upon the parties hereto are
      cumulative and shall not be deemed or construed to be exclusive of any
      other rights, remedies or powers now or hereafter conferred upon the
      parties hereto or either of them by law or otherwise.

                                 

                              
	 	
                                (c)

                              	
                                Any
      failure at any time to insist upon or enforce any such right, remedy or
      power shall not be construed as a waiver thereof.

                                 

                              
	8)	
                                Warranty

                                 

                              
	 	
                                The
      Employee represents and warrants that he is not a party to any agreement,
      contract (whether of employment or otherwise) or understanding, which
      would in any way restrict or prohibit him from: 

                                 

                              
	 	
                                (a)

                              	
                                undertaking
      or performing any of the duties of the Employment in accordance with the
      terms and conditions of this Agreement;
or 

                              


                      

                    

                  

                

              

            

          

        

      

      


                 

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      
        
          
            
              
                
                  	 	
                          (b)

                        	
                          utilizing
      any materials which the Employee proposes to use in the course of his
      employment with the Company whether in hard copy or stored in an
      electronic storage device.

                           

                        
	9)	Covenants
	 	 	 
	 	
                          (a)

                        	
                          The
      Employee expressly covenants that all Intellectual Property Rights
      relating in anyway to the business activities (or incidental to the use of
      company time and or property) of the Company or its Affiliates which may
      be discovered, invented, improved or developed by the Employee during his
      Employment with the Company, whether during regular office hours or
      otherwise and whosesoever discovered, invented, improved or developed will
      be the exclusive and sole property of the Company and its
      Affiliates.

                        
	 	
                          (b)

                        	
                          The
      Employee undertakes to disclose promptly to the Company and hereby assigns
      to the Company without further compensation, all rights, title and
      interest in the said discoveries, inventions, improvements and
      developments whether conceived and developed solely by the Employee or
      jointly with others and will on the request of the Company execute all
      documents and do all such things as may be requested by the Company or its
      Affiliates to confirm or perfect the rights title and interest in such
      property provided that the Company will bear all costs and expenses
      associated
therewith.

                        


                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    	10)	
                            Notice 

                             

                          
	 	
                            a)

                          	
                            Any
      notice required or authorized hereunder shall be in writing and may be
      served:-

                          
	 	 
      	
                            i)

                          	
                            by
      personal delivery; or

                          
	 	 
      	
                            ii)

                          	
                            by
      facsimile; or

                          
	 	 
      	
                            iii)

                          	
                            by
      email with a receipt evidencing that the recipient has read the
      email.

                          
	 	
                            b)

                          	
                            In
      proving service of any notice hereunder it shall be sufficient to
      prove:-

                          
	 	 
      	
                            i)

                          	
                            in
      the case of a notice delivered personally, that it was left at the address
      for notices herein or any substituted address;

                          
	 	 
      	
                            ii)

                          	
                            in
      the case of a notice sent by facsimile, that it was properly transmitted
      to the last known facsimile number;
and

                          


                  

                

              

            

          

        

      

       

       

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        	 	 
      	
                                iii)

                              	
                                in
      the case of a notice sent by email that the computer of the person sending
      the email message has generated a receipt evidencing that the recipient
      has read the email message.

                              
	 	
                                c)

                              	
                                The
      address for service of notices on the Company is at its principal place of
      business.

                              
	 	
                                d)

                              	
                                The
      address for service of notices on the Employee is at his residence on the
      records of the
Company.

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	11)	
                                                          Confidentiality

                                                           

                                                        
	 	
                                                          a)

                                                        	
                                                          The
      Employee shall not at any lime during his employment (except as is
      necessary and proper in the course of his employment) or at any time after
      the Termination Date disclose to any person any information as to the
      practice, business dealings or affairs of the Employer, its affiliates or
      any of the Employers customers or clients or as to any other matters which
      may come to his knowledge by reason of his employment with the
      Company.

                                                        
	 	
                                                          b)

                                                        	
                                                          The
      Employee shall at the time of executing this Agreement execute the
      undertaking of Secrecy attached in Schedule 2.

                                                           

                                                        
	12)	
                                                          Notice of
      Termination

                                                           

                                                        
	 	
                                                          Subject
      to Clause 13, this Agreement may be terminated in accordance with
      paragraph 8 of Schedule 1.

                                                           

                                                        
	13)	
                                                          Summary Dismissal for
      Cause

                                                           

                                                        
	 	
                                                          The
      Company reserves the right to summarily dismiss the Employee for
      Cause.

                                                           

                                                           

                                                        
	14)	
                                                          Misuse of Company
      Property

                                                           

                                                        
	 	
                                                          a)

                                                        	
                                                          The
      Employee shall not use any of the Company’s property including, but not
      limited to computer equipment and software, for personal use except
      moderate use of the Internet and email by the Employee, which does not
      interfere with the performance of their duties, and which does not include
      the reading or viewing of offensive or illegal
material.

                                                        
	 	
                                                          b)

                                                        	
                                                          The
      Company reserves the right to read all paper and computer files of the
      Employee on premises and any information stored on any electronic device
      which is the property of the
Company.

                                                        


                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      15)           Outside
Employment

      The
Employee shall be permitted to hold any outside directorships or employment only
as agreed with the written consent of the Company. The Employee is permitted to
perform the functions enumerated in Schedule 4 for various Berkshire Hathaway
entities.

       

      16)           Staff
Policy Manual

      The
Employee agrees to abide by the terms of the Company Staff Policy Manual as
amended from time to time. The Company Staff Policy Manual shall be available to
the Employee.

       

      17)           Miscellaneous

      This
Agreement shall supersede any other contracts between Marlborough Underwriting
Agency limited, its affiliates and the Employee and shall be subject to the
additional terms set out in paragraph 9 of Schedule 1.

       

      18)           Whole
Agreement

      This
Agreement constitutes the whole agreement between the parties. All other
agreements (if any) for service between the Company and the Employee or any
other member of the Group are hereby abrogated and superseded.

       

      19)           Law
and Jurisdiction

      
        	 
      	
                i)

              	
                The
      interpretation, construction and effect of this Agreement shall be
      governed and construed in all respects in accordance with the laws of
      England and the parties hereby submit to the non-exclusive jurisdiction of
      the English
      Courts.

              
	 
      	
                ii)

              	
                This
      Agreement may be entered into in any number of counterparts and by the
      parties to it on separate counterparts, each of which when so executed and
      delivered shall be an original.

              
	 
      	
                iii)

              	
                All
      disputes, controversies or claims arising out of, relating to, or in
      connection with, this contract, or breach, termination or validity
      thereof, shall be finally settled by arbitration. The arbitration shall be
      conducted in accordance with the Arbitration Act 1996, except as same may
      be modified herein or by mutual agreement of the parties. The seat of the
      arbitration shall be England, and it shall be conducted in the English
      language. The arbitration shall be conducted by one arbitrator who shall
      be selected jointly by the parties. The arbitral award shall be in
      writing, shall state reasons for the award, and be final and binding on
      the parties. The award may include an award of costs, including reasonable
      attorneys’ fees and disbursements. Judgment on the award may be entered by
      any court having jurisdiction thereof or having jurisdiction over the
      parties or their assets

              


      

       

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      


      
        	 
      	
                i)

              	
                The
      interpretation, construction and effect of this Agreement shall be
      governed and construed in all respects in accordance with the laws of
      England and the parties hereby submit to the non-exclusive jurisdiction of
      the English Courts.

              
	 
      	
                ii)

              	
                This
      Agreement may be entered into in any number of counterparts and by the
      parties to it on separate counterparts, each of which when so executed and
      delivered shall be an original.

              
	 
      	
                iii)

              	
                All
      disputes, controversies or claims arising out of, relating to, or in
      connection with, this contract, or breach, termination or validity
      thereof, shall be finally settled by arbitration. The arbitration shall be
      conducted in accordance with the Arbitration Act 1996, except as same may
      be modified herein or by mutual agreement of the parties. The seat of the
      arbitration shall be England, and it shall be conducted in the English
      language. The arbitration shall be conducted by one arbitrator who shall
      be selected jointly by the parties. The arbitral award shall be in
      writing, shall state reasons for the award, and be final and binding on
      the parties. The award may include an award of costs, including reasonable
      attorneys’ fees and disbursements. Judgment on the award may be entered by
      any court having jurisdiction thereof or having jurisdiction over the
      parties or their assets.

              


      

       

      
        	
                 
      

              	
                IN WITNESS WHEREOF the
      parties hereto have set their hands the date first above
      written.

              


      

       

      


      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Marlborough
      Underwriting Agency Limited

                                   

                                   

                                	 	 	 
      
	 	 	 /s/ Thomas
      Bolt	 
      
	
                                  Mark
      Byrne

                                  Director

                                	 	
                                  Thomas
      Bolt

                                  Employee

                                	
                                   

                                


                        

                      

                    

                  

                

              

            

          

        

      

      
 

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      Schedule 1

       

      
        
          	
                  1.

                	
                  Position

                	
                  Chief
      Executive Officer

                
	
                  2.

                	
                  Place
      of employment and hours of work:

                	
                  The
      Employee shall perform his duties in the United Kingdom and may be
      required to travel to such places in the United Kingdom and abroad as is
      necessary in order to perform his duties as Chief Executive Officer During
      any period of travel, the terms and conditions set out in this Agreement
      will continue to be applicable.  The Employee shall be required
      to work such hours as may reasonably be required for the proper
      performance of duties.

                
	
                  3.

                	
                  Commencement
      Date:

                	
                  1
      December 2008

                
	
                  4.

                	
                  Salary:

                	
                  £560,000
      per annum payable monthly on the 23rd of each month.

                
	
                  5.

                	
                  Deductions
      from Salary

                	
                  All
      taxes and other contributions required to be paid by the Employee in the
      United Kingdom will be deducted from the Employee’s
  salary.

                
	 
      	 
      	
                  a)

                	
                  Medical Insurance. The
      Company and the Employee will each contribute 50% towards the cost of
      medical insurance;

                
	 
      	 
      	
                  b)

                	
                  Group Pension. The Company will match any
      voluntary employee pension contribution deducted from their salary of up
      to 3% of the employee Base Salary. This is in addition to the Company
      Contribution offered in paragraph 9 section F of this
      Schedule.

                


        

      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      7.

                                                    	
                                                      Vacation:

                                                    	
                                                      The
      Employee will be entitled to 25 days vacation per annum (exclusive of
      customary public holidays in the United Kingdom).

                                                    
	
                                                      8.

                                                    	
                                                      Notice
      of Termination:

                                                    	
                                                      (A)

                                                    	
                                                      This
      Agreement may be terminated by either party 180 notice in writing to the
      other or, in the case of the Company giving notice to the Employee, such
      other period of notice as may be required by law in the United Kingdom, if
      greater. The Company may, in its sole discretion, pay salary in lieu of
      notice of termination.

                                                    
	 
      	 
      	
                                                       (B)

                                                    	
                                                      If
      the Employee leaves the Company during a calendar year, the Company may at
      its discretion:

                                                    
	 
      	 
      	 
      	
                                                      i)

                                                    	
                                                      require
      the Employee to take during the Employee’s notice period any entitlement
      to vacation which will have accrued by the Termination Date but which has
      not been taken; or

                                                    
	 
      	 
      	 
      	
                                                      ii)

                                                    	
                                                      pay
      the Employee in lieu of vacation accrued but not taken by the Termination
      Date; or

                                                    
	 
      	 
      	 
      	
                                                      iii)

                                                    	
                                                      deduct
      from the Employee’s final salary payment or (in the event that this is
      insufficient) require the Employee to pay to the Company, an amount
      representing salary paid during vacation taken but not accrued by the
      Termination Date.

                                                    
	
                                                      9.

                                                    	
                                                      Miscellaneous

                                                    	
                                                      (A)

                                                    	
                                                      Continuous Employment

                                                      The
      Employee’s continuous  period of employment commences on the
      Commencement Date.

                                                    
	 
      	 
      	
                                                      (B)

                                                    	
                                                      Collective Agreements

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

                                                    


                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  (C)

                                	
                                  Sickness Procedure

                                  The
      Company Sickness Procedure is set out in the Company Staff Policy
      Manual.

                                
	 
      	 
      	
                                  (D)

                                	
                                  Disciplinary Procedure

                                  The
      disciplinary procedure is set out in Schedule 3 of this
      Agreement.

                                
	 
      	 
      	
                                  (E)

                                	
                                  Grievance Procedure

                                  The
      grievance procedure is set out in Schedule 3 of this
      Agreement.

                                
	 
      	 
      	
                                  (F)

                                	
                                  Pensions

                                  No
      contracting-out certificate is in force in respect of your employment
      under this Agreement. The Company will contribute 3% of
      Employee base salary to a group pension plan In addition to matched
      contributions as outlined in Paragraph 5 (b) of this
    schedule

                                


                        

                      

                    

                  

                

              

            

          

        

      

      
 

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      Schedule
2

      Undertaking
of Secrecy

      TO:           Marlborough Underwriting Agency
Limited

      HEREBY
UNDERTAKE THE FOLLOWING:-

       

      
        
          	
                  1.

                	
                  That
      during the course of my employment with Marlborough Underwriting Agency
      Limited, I will keep secret the affairs and concerns of Marlborough Underwriting
      Agency Limited and its
      affiliates (the “Company”), and the nature and particulars of the Company
      including, but not limited to its investors, clients, transactions,
      trading models and trading strategies, or the financial results or
      performance figures of the Company or any client or strategy that may come
      to my attention during the course of my employment with the Company
      (“Confidential Information”).

                   

                
	
                  2.

                	
                  That
      after my departure from the Company, I will not disclose to any person the
      affairs of the Company, including, but not limited to its investors,
      clients, transactions, trading models and trading strategies or the
      financial results or performance figures of the Company or any client or
      strategy that may come to my attention during the course of my employment
      with the Company.

                   

                
	
                  3.

                	
                  That
      upon my departure from the Company, I will not take with me any
      Confidential Information belonging to or concerning the Company, or its
      clients, whether in printed form or on any electronic storage
      device.

                   

                
	
                  4.

                	
                  In
      the event that I do have in my possession any Confidential Information
      following my departure from the Company, I undertake to deliver such
      information to the Company within 3 days of my departure. If personal
      delivery of such information is either not possible or inconvenient, I
      undertake to contact the President of the Company and arrange a suitable
      method of disposal of such confidential information within three days of
      my departure.

                


        

      

       

      
        I hereby
acknowledge that any breach of this undertaking may result in my dismissal from
the Company, and that my obligations under this undertaking continue after the
termination of my employment with the Company.

         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Signature

                                   

                                	
                                   

                                  /s/ Thomas A. Bolt 

                                	 
      
	
                                  Name

                                   

                                	
                                   

                                   

                                  Thomas Bolt

                                	 
      
	
                                  Witness

                                   

                                	 	 
      
	
                                  Date

                                	
                                   

                                   

                                  1 December 2008

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

       

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      


      Schedule
3

      Disciplinary
Procedure

       

      
        
          	
                  Step
      one

                
	●	
                  The
      employer sets out in writing to the employee, their alleged conduct,
      characteristics or other circumstances which have led the employer to
      contemplate disciplinary action or dismissal and the employee must be
      invited to a meeting to discuss the matter.

                   

                
	
                  Step
      two

                
	●	
                  The
      meeting must take place before any action is taken
      (other than suspension).

                   

                
	●	
                  The
      meeting must not take place unless (i) the employer has informed the
      employee of the basis for the grounds given in the original notice of
      disciplinary action or dismissal and (ii) the employee has had a
      reasonable opportunity to consider their response to such
      information.

                   

                
	●	
                  The
      employee must take all reasonable steps to attend the
meeting.

                   

                
	●	
                  After
      the meeting the employee must be informed of the employer’s decision and
      their right of appeal against such decision if they are not satisfied with
      it.

                   

                
	
                  Step
      three

                
	● 	
                  If
      the employee wishes to appeal they must inform their
employer.

                   

                
	●	
                  If
      an employee has informed the employer of their wish to appeal the employer
      must invite the employee to attend a further meeting.

                   

                
	●	
                  The
      employee must take all reasonable steps to attend the
meeting.

                   

                
	●	
                  The
      appeal meeting need not take place before the dismissal or disciplinary
      action takes effect.

                   

                
	●	
                  After
      the appeal meeting  the employer must inform the employee of its
      final decision.

                


        

      

      


       

      Grievance
Procedure

       

      
        	
                Step
      one

              
	●	
                The
      employee must set out their grievance and the basis for it in writing and
      send it to the employer.

              
	
                Step
      two

              
	●	
                The
      employer must invite the employee to attend a meeting to discuss the
      grievance.

              
	●	
                The
      meeting must not take place unless (i) the employee has informed the
      employer what the basis for the grievance was when they made their written
      statement and (ii) the employer has had a reasonable opportunity to
      consider its response to such
information.

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	●	
                The
      employee must take all reasonable steps to attend the
    meeting.

              
	●	
                After
      the meeting the employer must inform the employee of his response to the
      grievance and notify the employee of their right to appeal if they are not
      satisfied with that decision.

              


      

       

      
        
          
            	Step
    three 
	●	
                    The
      employee must inform their employer of their wish to
    appeal.

                  	 
      
	●	
                    If
      an employee has informed the employer of their wish to appeal the employer
      must invite the employee to attend a further meeting.

                  	 
      
	●	
                    The
      employee must take all reasonable steps to attend.

                  	 
      
	 
      	 
      	
                    ●

                  	
                    After
      the appeal meeting the employer must inform the employee of its final
      decision.

                  


          

        

      

      


       

      General requirements
applicable to all procedures

      


      
        	●	
                Each
      action under the procedures must be taken without unreasonable
      delay.

              
	●	
                The
      timing and location of meetings must be reasonable and meetings must be
      conducted in a manner which allows both the employer and employee to
      explain their case.

              
	●	
                In
      the case of appeal meetings the employer should, as far as reasonably
      practicable, be represented by a more senior manager than attended the
      first meeting (unless the most senior manager attended that
      meeting).

              
	●	
                Employees
      will have the right to be accompanied at any meetings held under these
      statutory procedures by a trade union representative or fellow worker. The
      representative will be allowed to address the meeting but may not answer
      questions on behalf of the
employee.

              


      

      


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      


      Schedule
4

      Permitted
Outside Employment

       

      It is
agreed that the following outside activities, separately enumerated by Berkshire
Hathaway, are permitted, on the basis that they will not occupy more than 20% of
the Employee’s working time measured monthly.

       

      
        	
                1)

              	
                Participation
      on Boards as a Director, committee member, or Chairman of any UK-based
      Berkshire Hathaway entity.

              
	
                2)

              	
                Attendance
      at meetings and general management of Berkshire Hathaway entities in the
      UK.

              
	
                3)

              	
                Such
      duties outside the UK as Berkshire may request and the Company may permit
      in its reasonable discretion.

              
	
                4)

              	
                The
      Employee agrees to take all reasonable measures to preserve the
      confidentiality of Berkshire information as well as Company
      information.

              


      

      


       

       

      ---ENDS---