LON_LIB1\2466940\3Revised: Jan 1998

Dated
(1)Transport for London
(2)[NAME]
Service agreement
Eversheds LLP
Senator House
85 Queen Victoria Street
London
EC4V 4JL / Tel0845 497 9797
Fax0845 497 4919
Int+44 20 7497 9797
DX83 Chancery Lane WC2

lon_lib1\2466940\4

22 March 2007mcmutrf

CONTENTS

ClausePage

1Meaning of words used......

2Previous Agreements......

3Appointment, duration and notice......

4Duties......

5Place of work......

6Hours of work......

7Remuneration......

8Expenses......

9Pension and other benefits......

10Holidays......

11Incapacity......

12Conflict of interests......

13Restrictive covenants......

14Confidentiality......

15Intellectual property rights......

16Termination......

17Deductions......

18Delivery of documents and property......

19Resignation as director......

20Rights following termination......

21Disciplinary and grievance procedures......

23Third party rights......

24Data protection......

25Notices......

26Miscellaneous......

Schedules

1Executive’s Other Interests......

lon_lib1\2466940\41

22 March 2007mcmutrf

THIS AGREEMENT is made the day of

BETWEEN

(1)TRANSPORT FOR LONDON of Windsor House, 42-50 Victoria Street, London SW1H 0TL (“the Employer”); and

(2)[NAME] of [ADDRESS](“the Executive”).

WHEREBY IT IS AGREED as follows:

  1. Meaning of words used
  2. In this Agreement the following expressions have the following meanings:

“Board” / the Board of the Employer from time to time and any other person or persons authorised by the Board as its representative for the purposes of this Agreement including without limitation the Remuneration Committee;
[“Chair” / the Chair of the Employer;]
“Commencement Date” / [DATE];
“Commissioner” / the Commissioner of [the Employer];
“Group Company” / any holding company from time to time of the Employer or any subsidiary or associated company from time to time of the Employer or of any such holding company (for which purpose “holding company” and “subsidiary” have the meanings ascribed to them by Section 736 of the Companies Act 1985 as amended by the Companies Act 1989 and “associated company” means any company which any such holding company or subsidiary holds or controls more than 20 per cent. of the equity share capital);
“GLA” / the Greater London Authority;
“Group” / the Employer and every Group Company wherever registered or incorporated;
“the 1996 Act” / the Employment Rights Act 1996;
“PAYE deductions” / deductions made to comply with or meet any liability of the Employer to account for tax pursuant to regulations made under Chapter 2 of Part 11 Income Tax (Earnings and Pensions) Act 2003 and with any obligations to deduct national insurance contributions;
“Pension Schemes” / [the TfL Pension Fund, the TfL Supplementary Pension Scheme and the LRT Supplementary Scheme for senior staff;]
[“Previous Contract of Employment” / the contract of employment between the Employer and the Executive dated [DATE];]
“recognised investment exchange” / has the meaning in Section 285 of the Financial Services and Markets Act 2000;
“Termination Date” / the date on which the Executive’s employment under this Agreement terminates and references to “from the Termination Date” mean from and including the date of termination.

1.2References herein to “clauses” and “subclauses” are to clauses and subclauses of this Agreement unless otherwise specified.

1.3Unless otherwise required words denoting the singular include the plural and vice versa.

1.4References in this Agreement to statutory provisions include all modifications and reenactments of them and all subordinate legislation made under them.

1.5Clause headings are included in this Agreement for convenience only and do not affect its construction.

  1. Previous Agreements
  2. This Agreement contains the entire and only agreement and will govern the relationship between the Employer and the Executive from the Commencement Date in substitution for [the Previous Contract of Employment and] all [other] previous agreements and arrangements whether written, oral or implied between the Employer or any Group Company and the Executive relating to the services of the Executive all of which will be deemed to have terminated by consent with effect from the Commencement Date.
  3. The Executive and the Employer acknowledge that in entering into this Agreement neither has relied on any representation or undertaking by the other whether oral or in writing except as expressly incorporated in this Agreement. The Employer will not be liable for any misrepresentation by it or any Group Company before the Commencement Date made innocently or negligently and any remedy of the Executive in respect of any representation which is untrue made before the Commencement Date will be limited to damages for breach of contract.
  4. The Executive warrants and represents to the Employer that he will not breach any existing or former terms of employment applicable to him whether express or implied or any other obligation binding on him by reason of entering into this Agreement or performing any of his duties and obligations under it.
  5. Appointment, duration and notice
  6. The Employer will employ the Executive and the Executive will serve the Employer as [JOB TITLE]of the Employer with effect from the Commencement Date, reporting to [INSERT NAME]. The Employer has the right in its absolute discretion to change the person to whom the Executive reports.
  7. The Executive’s period of continuous employment for the purposes of the 1996 Act [will begin/began] on [DATE].The Executive’s employment by the Employer will continue from the Commencement Date subject as follows unless and until the employment is terminated either by the Employer giving to the Executive [during the period of [6] calendar months from the Commencement Date not less than [1] calendar month’s written notice to expire at any time and thereafter] not less than [6] calendar months’ written notice or by the Executive giving to the Employer not less than [6] calendar months’ written notice to expire at any time.
  8. Without prejudice to clauses 16.1, 16.2 and 16.3 at its absolute discretion the Employer may terminate this Agreement and the Executive’s employment with immediate effect at any time by giving him written notice and paying him a termination paymentequivalent to the basic salary which he would have earned at the rate applicable at the Termination Date had his employment continued from the Termination Date until the expiry of notice required under clause 3.2 (“the Termination Payment”). The Termination Payment shall be paid less PAYE deductions as required by law. For the avoidance of doubt the Executive’s employment will terminate on the date specified in the notice given by the Employer pursuant to this clause. At the Employer’s absolute discretion the Termination Payment may be paid in equal monthly instalments commencing in the month following the Termination Date and payment of each instalment of the Termination Payment shall be conditional on:

3.3.1the Executive complying to the Employer’s reasonable satisfaction with such provisions of this Agreement which expressly operate or lawfully have effect after the Termination Date including without limitation the restrictions in clauses 13 to 15 inclusive;

3.3.2the Executive using his best endeavours to mitigate his loss and seek alternative employment in keeping with his experience and standing and subject to the restrictions in clauses 13 to 15 inclusive; and

3.3.3if the Executive is offered alternative employment, the Executive informing the Employer in writing before commencing employment. If the Executive informs the Employer that the employment is at a lower basic salary than that paid to the Executive by the Employer at the Termination Date then the Executive will provide the Employer in good faith with full details of his remuneration package, including the provision of any benefits. Thereafter any remaining instalments of the Termination Payment will reduce to the difference between each instalment and the total cash remuneration paid or to be paid to the Executive in the month in which the instalment falls due (comparing each on an after tax basis). If the Executive informs the Employer that the employment is at a higher basic salary than that paid to the Executive by the Employer at the Termination Date or if the Executive fails to provide the Employer in good faith with full details of his remuneration package, including the provision of any benefits, the Employer shall not be obliged to pay to the Executive any further instalments of the Termination Payment.

3.4For the purposes of clause 3.3 “alternative employment” means any office, appointment, employment or self-employment under the terms of a contract of service or contract for services or otherwise.

  1. Duties
  2. The Executive will carry out such duties and functions, exercise such powers and comply with such instructions in connection with the business of the Employer and the Group as the Employer reasonably determines from time to time. Except when prevented by illness, accident or holiday as provided below or with the agreement of [the Commissioner] the Executive will devote the whole of his time and all of his attention and skill to the affairs of the Employer and where appropriate the Group and use his best endeavours to promote its/their interests.
  3. The Executive will if and so long as he is so required by the Employer carry out duties for and/or act as a director, officer or employee of any other Group Company. The duties attendant on any such appointment will be carried out by the Executive as if they were duties to be performed by him on behalf of the Employer under this Agreement.
  4. The Executive will at all times promptly give to the Board (in writing if requested) all information, explanations and assistance that the Board may require in connection with the business or affairs of the Employer and the Group and his employment under this Agreement.
  5. Without prejudice to clause 16.3 the Employer may at any time, including after the Employer or the Executive has given notice pursuant to clause 3.2, require the Executive to cease performing and exercising all or any of his duties, functions or powers and/or appoint any person or persons to act as an interim [JOB TITLE] to discharge his duties and functions hereunder.
  6. Place of work
  7. The Executive will perform his duties at [the head office] of the Employer and at such other place or places in Greater London as the Employer reasonably requires. The Executive may be required to travel both inside and outside the United Kingdom in the course of his duties but the Employer will not require him without his prior consent to reside anywhere outside the United Kingdom for a continuous period of more than one month.
  8. Hours of work
  9. The Employer’s normal office hours are from 9.00 am to 5.00 pm Monday to Friday but the Executive will be required to work outside these hours without additional remuneration in order to meet the requirements of the business and for the proper performance of his duties. In view of the Executive’s seniority and managerial duties and responsibilities, the Executive is regarded as a “managing executive” for the purposes of the Working Time Regulations 1998.
  10. Remuneration
  11. The Employer will pay the Executive a salary at the rate of £[AMOUNT] per annum with effect from the Commencement Date (or at such higher rate as may from time to time be notified to him by the Employer) which salary will accrue from day to day and be payable in arrears by equal four weekly instalments.
  12. The Executive’s salary will be subject to reviews by the Remuneration Committee of the Board which will be effective on and from 1 April in each year during the Executive’s employment under this Agreement commencing from 1 April [YEAR] provided that the increase (if any) of such salary will be a matter to be decided at the Employer’s absolute discretion. The fact that the Executive’s salary may be increased in any year or years during his employment does not confer any right on the Executive to receive any increase in any subsequent year.
  13. The salary referred to in clause 7.1 will be inclusive of any director’s fees to which the Executive may be entitled as a director of any Group Company.
  14. In respect of each financial year of the Employer from the financial year commencing 1 April [YEAR] the Executive shall be eligible for a bonus of up to [AMOUNT] per cent of salary at the absolute discretion of the Employer. In exercising its discretion the Employer shall be entitled to take into account such factors as it considers relevant (including the extent to which the Executive has achieved any performance targets which may have been set for him). If, on or before the end of the relevant financial year, the Executive is no longer employed by the Employer pursuant to clause 3.2 or clause 3.3 and provided that the Executive has been employed by the Employer for [6] months or more of the relevant financial year, the Executive shall be eligible for a bonus based on his contribution during the period from the commencement of the relevant financial year to the Termination Date payable after the end of the relevant financial year. The amount of any such bonus shall be at the absolute discretion of the Employer. Any such scheme is entirely discretionary in nature and is not incorporated by reference into this Agreement. Bonus payments are non-pensionable and are subject to PAYE deductions.
  15. Expenses
  16. The Executive will be reimbursed all out of pocket expenses reasonably and properly incurred by him in the performance of his duties under this Agreement on hotel, travelling, entertainment and other similar items provided that he complies with the Employer’s then current policies relating to expenses and produces to the Employer satisfactory evidence of expenditure.
  17. Pension and other benefits

Either

9.1The Executive will be entitled to [continue to] be a member of the Pension Schemes subject to their trust deeds and rules from time to time in effect (including without limitation any powers of alteration and discontinuance). There is a contracting out certificate in force in respect of the Executive’s employment under the provisions of the Pension Schemes Act 1993. If the Executive’s rights or benefits under the Pension Schemes are altered or discontinued pursuant to the trust deeds and rules, the Employer will not be obliged to provide any additional or replacement scheme or pension benefits or to pay damages or compensation to the Executive.

Or

During the Executive’s employment under this Agreement the Employer will pay contributions to the personal pension arrangement [nominated by the Executive/Employer] of [ ] per cent per annum of the Executive’s salary from time to time under clause 7.1 [subject to a cap on total contributions of £[ ] per annum], such contributions to be payable monthly in arrears.

9.2During his employment the Executive will be entitled to participate at the Employer’s expense in the Employer’s private medical expenses insurance scheme for the benefit of the Executive[, his spouse or civil partner and dependent children under the age of 21 (or 25 if in full-time education)] subject to the rules of the scheme from time to time (and any replacement scheme provided by the Employer) and subject to the Executive [(and where appropriate his spouse or civil partner and dependent children under the age of 21 (or 25 if in full-time education))] being eligible to participate in or benefit from such schemes pursuant to their rules at a cost which is acceptable to the Employer.

9.3[The Executive will be eligible to receive an Employer travel pass for himself [and his spouse or civil partner] and an all status BR pass with privileged ticket facilities for him [and his spouse or civil partner and dependent children under the age of 21 (or 25 if in full-time education)] subject to the rules of the Employer’s Passes and Permits Handbook from time to time. The grant of these travel passes is entirely at the Employer’s discretion and the Employer reserves the right to amend or withdraw the benefit at any time. [If at the Termination Date the Executive is eligible to receive such travel passes [and has been employed by the Employer [under this Agreement] for a period of 2 years or more, save in circumstances where the Employer is entitled to terminate the Executive’s employment in accordance with clause 16.1, the Executive will be treated as having retired for the purposes of the rules of the Employer’s Passes and Permits Handbook.]]

9.4The Employer will pay for the reasonable costs of one annual professional subscription for the Executive.

9.5The Executive shall be entitled to an annual health check at the expense of the Employer subject to and in accordance with the Employer’s policy from time to time in force.

9.6[For a period of [3] months commencing from [or up to [1] month prior to] the Commencement Date [and for a period of [1/3] month[s] after the Termination Date, the] [The] Employer will provide accommodation for the Executive and his spouse or civil partner and any dependent children under the age of 21 (or 25 if in full-time education) at a nil rate of rent at a property reasonably selected by [the Employer/the Executivewith the prior written consent of the Employer] within Greater London. [In the event that the Executive’s employment is terminated with immediate effect by the Employer pursuant to clause [3.3] or clause [16.1] the Employer shall allow the Executive to remain in the accommodation for up to three months following the Termination Date. In the event that the Executive’s accommodation arrangements which were in place at the Termination Date cease prior to the expiry of the three month period then the Employer shall not be required to enter into a new accommodation arrangement on the Executive’s behalf but may instead pay the Executive a sum sufficient to procure suitable alternative accommodation for the Executive and his spouse or civil partner and dependent children under the age of 21 (or 25 if in full-time education) for the remainder of the three month period.]]

9.7[The Employer will pay for the reasonable costs of the physical relocation of the Executive, his spouse or civil partner and dependent children under the age of 21 (or 25 if in full-time education) and their collective personal effects from [COUNTRY] to the UK (including the reasonable costs of shipment of furniture and personal effects) upon commencement of his employment. Any such reimbursement will only apply to costs [up to a maximum of £[AMOUNT] plus VAT] incurred within six months of the Commencement Date and will be subject to PAYE deductions required by law.]

9.8[The Employer will pay for the reasonable costs of the physical relocation of the Executive, his spouse or civil partner and dependent children under the age of 21 (or 25 if in full-time education) and their collective personal effects from the UK to [COUNTRY] (including the reasonable costs of shipment of furniture and personal effects) upon termination of his employment. Any such reimbursement will only apply to costs [up to a maximum of £[AMOUNT] plus VAT] incurred within six months of the Termination Date and will be subject to PAYE deductions required by law.]