There are no agreements between the Company and its directors or employees for compensation providing for loss of office or employment (whether through resignation, purported redundancy or otherwise) in the event of a takeover bid, except for those relating to normal notice periods. Executive directors become entitled to six months’ salary, pension and car allowance on termination of a service contract; in the case of Mark Gregory, he is entitled to up to twelve months’ salary and cost of contractual benefits. In addition, the rules of the Company’s share plans contain provisions as a result of which options and awards to participants, including executive directors, may vest on a takeover or change of control of the Company or transfer of undertakings.
The Company has a committed circa £1bn bank syndicated credit facility which is terminable if revised terms cannot be agreed with the syndicate of banks in a 30 day period after change of control. As at 24 March 2009, the Company has no borrowings under this facility.
There are no change of control conditions in the terms of any of the Company’s outstanding debt securities. The terms of the Company’s agreements with its banking counterparties, under which derivative transactions are undertaken, include the provision for termination of transactions upon takeover/merger if the resulting merged entity has a credit rating materially weaker than the Company. There are no other committed banking arrangements either drawn or undrawn that incorporate any change of control conditions.