Common use of Duration of the Employment Clause in Contracts

Duration of the Employment. 3.1 The Employment under this Agreement shall commence on the Commencement Date and, subject to the provisions of this Agreement, shall continue unless and until terminated by the Company giving to the Executive not less than 12 months’ notice in writing or by the Executive giving to the Company not less than 6 months’ notice in writing at any time. In circumstances in which the Company has served notice, it shall not require the Executive to work for more than six months during the notice period and in respect of any such period worked, the Executive will continue to receive full remuneration and benefits (including bonus entitlement). 3.2 Notwithstanding clause 3.1, the Employment shall automatically terminate when the Executive reaches the Normal Retirement Date. (a) The Company shall have the discretion to terminate the Employment lawfully without any notice or on notice less than that required by clause 3.1, by paying to the Executive a sum equal to Salary and the cost to the Company of providing contractual benefits (excluding any benefits under clause 7.2) in respect of that part of the period of notice in clause 3.1 which the Company has not given to the Executive (less any appropriate tax and other statutory deductions). Any such payment in lieu of notice shall be in full and final settlement of all and any claims which the Executive has or may have arising from or in connection with the termination of the Employment or her directorships and shall be conditional upon the Executive executing a Compromise Agreement (in a form acceptable to the Company) to this effect. (b) For the avoidance of doubt, the Company’s right to pay in lieu of notice under this clause 3.3 applies to any notice of termination, including circumstances in which the Company elects to pay in lieu of notice (or part of the notice) served by the Executive to terminate the Employment. (c) In the event that the Company terminates the Employment other than in accordance with clause 3.1, clause 3.3(a), clause 3.6 or clause 17 (including, for the avoidance of doubt, circumstances where the Company gives notice to terminate the Employment under clause 3.1, has required the Executive to work for up to six months during the notice period and has not elected to pay in lieu of the balance of the notice period under clause 3.3(a)), the Company shall pay to the Executive the amount to which she would have been entitled under clause 3.3(a) above had the Company exercised its discretion to terminate the Employment under that clause. It is recognised that the provisions set out in this clause 3.3(d) represent pre-agreed liquidated damages and reflect a genuine pre-estimate of the loss that would otherwise be suffered by the Executive and that the Executive is not required to mitigate her loss in relation to these pre-agreed liquidated damages. Any amount payable under this clause 3.3(d) shall be made in the same manner as the relevant payment under clause 3.3(a) (including, for the avoidance of doubt, the provisions of clause 3.4). (d) This clause 3.3 is without prejudice to the Company’s rights under clause 17.1. 3.4 The Company may at its absolute discretion lawfully make the payment under clause 3.3(a) by way of: (a) half the payment being paid within 28 days of the termination of the Employment; and (b) the remaining half of the payment being made in equal monthly instalments over the second half of the notice period in respect of which the Company is paying in lieu, provided that (at the absolute discretion of the Company) such monthly instalments shall: (i) cease to be payable upon the Executive commencing new full-time employment for which her remuneration will, in the reasonable opinion of the Company, be greater than or broadly comparable with her remuneration under this Agreement; (ii) cease to be payable in full but continue to be payable in part upon the Executive commencing new employment or engagement for which her remuneration will, in the reasonable opinion of the Company, be significantly lower than her remuneration under this Agreement in which circumstances the instalments shall be reduced by any earnings (to the extent that such earnings exceed the Threshold) payable to the Executive as a result of such new employment or engagement during the period in respect of which she is being paid in lieu. For the purposes of this sub-clause, Threshold shall mean an annualised sum of £150,000 (such sum to be increased by the same percentage increase to the Salary as takes place between the date of this Agreement and the Termination Date), such annualised amount to be pro rated to reflect the duration of the part of the period of notice in clause 3.1 in respect of which the Company is paying in lieu. 3.5 Should the Company exercise its discretion to terminate the Employment pursuant to clause 3.3, all the Executive’s post termination obligations contained in this Agreement, including in particular the restrictive covenants in clause 18, shall remain in full force and effect. (a) If at any time within 12 months of a Corporate Change either the Company terminates the Employment other than pursuant to clause 17.1 and without any notice or on notice less than that required by clause 3.1 or the Executive resigns for Good Reason (in either event as a consequence of the Corporate Change), the Company shall make a payment in lieu of notice in accordance with clause 3.3(a) save that it is agreed that it shall be paid as a single lump sum payment within 28 days of the termination of the Employment. For the avoidance of (a) This clause 3.6(a) shall not apply in the event that the Executive gives notice to terminate the Employment other than for Good Reason. (b) For the purposes of clause 3.6(a) above Corporate Change means: (i) the acquisition by the Company or any Group Company of shares in any other company or any other assets or business which, in the opinion of the Remuneration Committee (whose determination in respect of such matters shall be final and binding), constitutes a major acquisition or merger; or (ii) the Company coming under the control of any person or persons acting in concert (as those terms are defined for the time being in the City Code on Takeovers and Mergers) not having control of the Company at the date of this Agreement. (c) For the purposes of clause 3.6(a), a Good Reason shall mean circumstances in which the Executive resigns due to (a) a material diminution in her status and/or responsibilities and/or (b) a requirement for the Executive to be located permanently outside the United Kingdom and Eire (which shall include a requirement for long term extensive commuting to such a location other than during the six months immediately following the Corporate Change). 3.7 At any time during any period of notice of termination served in accordance hereunder by the Company or the Executive (other than in circumstances in which the Executive resigns for Good Reason under clause 3.6(a)), the Company shall have the right at its absolute discretion (for a period or periods in aggregate not exceeding six months) to assign no, reduced or alternative duties to the Executive (provided that any such duties shall be consistent with the Executive’s status) and shall be entitled to require the Executive to act at the direction of the Company including the right to exclude her from its premises, and/or remove her from office as a director of the Company and from any or all offices held by her in the Company or in any other Group Company (including if appropriate the office of trustee of any of the pension schemes of the Group) and/or prevent the Executive from discussing its affairs with the Company’s or any other Group Company’s employees, agents, clients or customers. The Executive agrees that during any period of notice given by either party, she will give the Company or such person nominated by it all assistance and co-operation in effecting a smooth and orderly handover of her duties as the Company may require. If the Company shall exercise its right under this clause, the Executive’s entitlement to Salary and other contractual benefits shall continue, subject always to the rules of any relevant scheme or policy relating to such benefits. For the avoidance of doubt, at all times during any period of notice of termination served in accordance hereunder, the Executive shall continue to be bound by the same obligations as were owed to the Company prior to the commencement of the notice period. 3.8 For the purposes of the ERA the Executive’s period of continuous employment began on 3 August 1992. 3.9 The Executive represents and warrants that she is not bound by or subject to any court order, agreement, arrangement or undertaking which in any way restricts or prohibits her from entering into this Agreement or from performing her duties under it.

Duration of the Employment. 3.1 The Employment under (and the Secondment set out at clause 4.1) pursuant to this Agreement shall commence on with effect from 26 January 2010 (the “Commencement Date and, Date”) and subject to the provisions of this Agreement, clauses 3.5 and 13 below shall continue unless thereafter until the Employment and until the Secondment is terminated by the Company relevant party giving to the Executive other party not less than 12 months’ notice in writing or by the Executive giving to the Company not less than 6 months’ notice in writing at any timewriting. In circumstances in which the Company has served notice, it shall not require the Executive to work for more than six months during the notice period and in respect of any such period worked, the Executive will continue to receive full remuneration and benefits (including bonus entitlement). 3.2 Notwithstanding clause 3.1, the Employment shall automatically terminate when the Executive reaches the Normal Retirement Date. (a) The Company shall have the discretion to terminate the Employment lawfully without any notice or on notice less than that required by clause 3.1, by paying to the Executive a sum equal to Salary and the cost to the Company of providing contractual benefits (excluding any benefits under clause 7.2) in respect of that part of the period of notice in clause 3.1 which the Company has not given to the Executive (less any appropriate tax and other statutory deductions). Any such payment in lieu of notice shall be in full and final settlement of all and any claims which the Executive has or may have arising from or in connection with the termination of the Employment or her directorships and shall be conditional upon the Executive executing a Compromise Agreement (in a form acceptable to the Company) to this effect. (b) For the avoidance of doubt, notice given by either the CompanyEmployer or the Executive at any time to terminate the Employment will also be accepted by all parties and for all purposes as notice to terminate the Secondment simultaneously. 3.2 The Employer reserves the right in its absolute discretion to terminate the Executive’s right employment with immediate effect by paying a sum equal to pay in lieu of notice under this clause 3.3 applies to basic salary, pension allowance and other contractual benefits (or cash equivalent) (but excluding any notice of termination, including circumstances in which the Company elects to pay bonus) in lieu of notice (less any deductions required to be made under the PAYE Regulations), or where such payment is made in lieu of part of the notice) served by the Executive to terminate the Employment. (c) In the event that the Company terminates the Employment other than in accordance with clause 3.1notice period, clause 3.3(a), clause 3.6 or clause 17 (including, for the avoidance of doubt, circumstances where the Company gives notice to terminate the Employment under clause 3.1, has required the Executive to work for up to six months during the notice period and has not elected to pay in lieu of the balance of the notice period under clause 3.3(a)), the Company shall pay to the Executive the amount to which she would have been entitled under clause 3.3(a) above had the Company exercised its discretion to terminate the Employment under that clause. It is recognised that the provisions set out in this clause 3.3(d) represent pre-agreed liquidated damages and reflect a genuine pre-estimate of the loss that would otherwise be suffered by the Executive and that the Executive is not required to mitigate her loss in relation to these pre-agreed liquidated damages. Any amount payable under this clause 3.3(d) shall be made in the same manner as the relevant payment under clause 3.3(a) (including, for the avoidance of doubt, the provisions of clause 3.4). (d) This clause 3.3 is without prejudice to the Company’s rights under clause 17.1. 3.4 The Company may at its absolute discretion lawfully make the payment under clause 3.3(a) by way of: (a) half the payment being paid within 28 days of the termination of the Employment; and (b) the remaining half of the payment being made in equal monthly instalments over the second half of the notice period in respect of which the Company is paying in lieu, provided that (at the absolute discretion of the Company) such monthly instalments shall: (i) cease to be payable upon the Executive commencing new full-time employment for which her remuneration will, in the reasonable opinion of the Company, be greater than or broadly comparable with her remuneration under this Agreement; (ii) cease to be payable in full but continue to be payable in part upon the Executive commencing new employment or engagement for which her remuneration will, in the reasonable opinion of the Company, be significantly lower than her remuneration under this Agreement in which circumstances the instalments shall be reduced by any earnings (to the extent that such earnings exceed the Threshold) payable to the Executive as a result of such new employment or engagement during the period in respect of which she is being paid in lieu. For the purposes of this sub-clause, Threshold shall mean an annualised sum of £150,000 (such sum to be increased by the same percentage increase to the Salary as takes place between the date of this Agreement and the Termination Date), such annualised amount to be pro rated to reflect the duration of the if part of the period of notice in clause 3.1 in respect of which is worked at the Company is paying in lieuEmployer’s request, an appropriately reduced pro rata sum. 3.5 Should 3.3 The Employer reserves the Company exercise its discretion to terminate the Employment pursuant to clause 3.3, all the Executive’s post termination obligations contained in this Agreement, including in particular the restrictive covenants in clause 18, shall remain in full force and effect. (a) If at any time within 12 months of a Corporate Change either the Company terminates the Employment other than pursuant to clause 17.1 and without any notice or on notice less than that required by clause 3.1 or the Executive resigns for Good Reason (in either event as a consequence of the Corporate Change), the Company shall make a payment in lieu of notice in accordance with clause 3.3(a) save that it is agreed that it shall be paid as a single lump sum payment within 28 days of the termination of the Employment. For the avoidance of (a) This clause 3.6(a) shall not apply in the event that the Executive gives notice to terminate the Employment other than for Good Reason. (b) For the purposes of clause 3.6(a) above Corporate Change means: (i) the acquisition by the Company or any Group Company of shares in any other company or any other assets or business which, in the opinion of the Remuneration Committee (whose determination in respect of such matters shall be final and binding), constitutes a major acquisition or merger; or (ii) the Company coming under the control of any person or persons acting in concert (as those terms are defined for the time being in the City Code on Takeovers and Mergers) not having control of the Company at the date of this Agreement. (c) For the purposes of clause 3.6(a), a Good Reason shall mean circumstances in which the Executive resigns due to (a) a material diminution in her status and/or responsibilities and/or (b) a requirement for the Executive to be located permanently outside the United Kingdom and Eire (which shall include a requirement for long term extensive commuting to such a location other than during the six months immediately following the Corporate Change). 3.7 At any time right during any period of notice of termination served in accordance hereunder by the Company or the Executive (other than in circumstances in which the Executive resigns for Good Reason under clause 3.6(a)), the Company shall have the right at its absolute discretion (for a period or periods in aggregate not exceeding six months) to assign no, reduced or alternative duties to exclude the Executive (provided that from the premises of any such duties shall be consistent with the Executive’s status) and shall be entitled Group Company, or to require the Executive to act carry out specified duties (consistent with his role and status) at premises other than those at which he ordinarily carries out his duties, or to carry out no duties, and to instruct the direction Executive not to communicate with clients, employees, agents or representatives of the Company including the right to exclude her from its premises, and/or remove her from office as a director of the Company and from any or all offices held by her in the Company or in any Group (other Group Company (including if appropriate the office of trustee of any of the pension schemes of the Group) and/or prevent than purely social contact with persons with whom the Executive from discussing its affairs with has established social relationships) until the Company’s or any other Group Company’s employeesEmployment has terminated, agents, clients or customers. The Executive agrees provided always that during any period of notice given by either party, she will give the Company or such person nominated by it all assistance and co-operation in effecting a smooth and orderly handover of her duties as the Company may require. If the Company shall exercise its right under this clause, the Executive’s entitlement to Salary and other contractual benefits shall continue, subject always to the rules of any relevant scheme or policy relating to such benefits. For the avoidance of doubt, at all times during any period of notice of termination served in accordance hereunder, the Executive shall will continue to be bound by the same obligations as were owed paid and to the Company prior to the commencement of the notice enjoy normal contractual pay and benefits during any such period. 3.8 For the purposes of the ERA the 3.4 The Executive’s period of continuous employment with the Group began on 3 August 19921 July 1973. 3.9 3.5 The Employment shall terminate on the last day of the month in which the Executive represents attains the age of 65 or on such subsequent date as may be agreed between the Employer and warrants the Executive. 3.6 In the event that she either the Executive or the Employer give notice in writing to terminate the Employment (other than in response to the other party’s repudiatory breach of contract) within 12 months following a Corporate Change (as defined in clause 3.7 below): 3.6.1 the Employment shall terminate not more than six months following such notice (the “Corporate Change Period”), and 3.6.2 the Employer shall make a payment calculated in accordance with clause 3.2 in lieu of 12 months notice less the period of such notice which has elapsed during the Corporate Change Period (less any deductions required to be made under the PAYE Regulations) within seven days of such termination. 3.6.3 For the avoidance of doubt clause 3.6.1 shall not prevent the Employer from exercising its rights in accordance with clause 3.2 to terminate the Employment with immediate effect at any time following a Corporate Change and applying the set-off provisions at clause 3.6.2. 3.6.4 It is agreed that clause 3.3 shall not apply in circumstances where notice is served within 12 months following a Corporate Change. 3.6.5 It is recognised that the Executive is not bound by or required to mitigate his loss in relation to payments made pursuant to this clause 3.6. 3.7 For the purposes of clause 3.6 above Corporate Change means (subject to clause 3.7.3): 3.7.1 If any court orderperson (i) obtains control of HSBC (within the meaning of section 840 of the Income and Corporation Taxes Act 1988) as a result of making a general offer to acquire the shares in HSBC, agreementor (ii) having obtained such control makes such an offer, or (iii) obtains such control following any force; scheme of arrangement under section 425 of the Companies Xxx 0000 or any corresponding arrangement under Part 26 of the Companies Xxx 0000. For these purposes, a person shall be deemed to have obtained control of HSBC if he and others acting in concert with him have together obtained control of it. 3.7.2 If HSBC acquires (“the Reverse Transaction”) any company, assets or business as a result of which there is a change in boardroom control of HSBC or where shareholders in HSBC immediately prior to completion of the Reverse Transaction cease to hold more than 50% of the ordinary share voting rights in HSBC immediately following completion of the Reverse Transaction; and a change in boardroom control for the purposes of this sub clause shall mean where the individuals who are directors of HSBC immediately prior to completion of the Reverse Transaction shall cease (as a direct consequence of the Reverse Transaction at the request of the other party or parties involved in the Reverse Transaction) to constitute a majority of the directors of HSBC, or of any successor to HSBC (and for these purposes “completion of the Reverse Transaction” shall include completion of any associated changes to the board which are publicly announced in conjunction with and are made as a direct consequence of the Reverse Transaction). 3.7.3 Any general offer, compromise, arrangement or undertaking Reverse Transaction, the purpose or effect of which in any way restricts or prohibits her from entering into this Agreement or from performing her duties under itis to create a new holding company for HSBC which has substantially the same shareholders with the same proportionate shareholdings immediately following the relevant event as of HSBC immediately prior to the relevant event, shall not be a Corporate Change.

Duration of the Employment. 3.1 The Employment under pursuant to this Agreement shall commence on be deemed to have commenced with effect from 26 May 2006 (the “Commencement Date and, Date”) and subject to the provisions of this Agreementclauses 13, 3.3 and 3.4 below shall continue unless and thereafter until terminated by the Company either party giving to the Executive other not less than 12 months’ ' notice in writing or by writing. Back to Contents 3.1.1 The Employer reserves the Executive giving to the Company not less than 6 months’ notice right in writing at any time. In circumstances in which the Company has served notice, it shall not require the Executive to work for more than six months during the notice period and in respect of any such period worked, the Executive will continue to receive full remuneration and benefits (including bonus entitlement). 3.2 Notwithstanding clause 3.1, the Employment shall automatically terminate when the Executive reaches the Normal Retirement Date. (a) The Company shall have the its absolute discretion to terminate the Employment lawfully without any notice or on notice less than that required by clause 3.1, Executive's employment with immediate effect by paying to the Executive a sum equal to Salary basic salary, pension and the cost to the Company of providing other contractual benefits (or cash equivalent) (but excluding any benefits under clause 7.2bonus) in respect of that part of the period of notice in clause 3.1 which the Company has not given to the Executive (less any appropriate tax and other statutory deductions). Any such payment in lieu of notice shall be in full and final settlement of all and any claims which the Executive has or may have arising from or in connection with the termination of the Employment or her directorships and shall be conditional upon the Executive executing a Compromise Agreement (in a form acceptable to the Company) to this effect. (b) For the avoidance of doubt, the Company’s right to pay in lieu of notice under this clause 3.3 applies to any notice of termination, including circumstances in which the Company elects to pay in lieu of notice (less any deductions required to be made under the PAYE Regulations), or where such payment is made in lieu of part of the notice) served by the Executive to terminate the Employment. (c) In the event that the Company terminates the Employment other than in accordance with clause 3.1notice period, clause 3.3(a), clause 3.6 or clause 17 (including, for the avoidance of doubt, circumstances where the Company gives notice to terminate the Employment under clause 3.1, has required the Executive to work for up to six months during the notice period and has not elected to pay in lieu of the balance of the notice period under clause 3.3(a)), the Company shall pay to the Executive the amount to which she would have been entitled under clause 3.3(a) above had the Company exercised its discretion to terminate the Employment under that clause. It is recognised that the provisions set out in this clause 3.3(d) represent pre-agreed liquidated damages and reflect a genuine pre-estimate of the loss that would otherwise be suffered by the Executive and that the Executive is not required to mitigate her loss in relation to these pre-agreed liquidated damages. Any amount payable under this clause 3.3(d) shall be made in the same manner as the relevant payment under clause 3.3(a) (including, for the avoidance of doubt, the provisions of clause 3.4). (d) This clause 3.3 is without prejudice to the Company’s rights under clause 17.1. 3.4 The Company may at its absolute discretion lawfully make the payment under clause 3.3(a) by way of: (a) half the payment being paid within 28 days of the termination of the Employment; and (b) the remaining half of the payment being made in equal monthly instalments over the second half of the notice period in respect of which the Company is paying in lieu, provided that (at the absolute discretion of the Company) such monthly instalments shall: (i) cease to be payable upon the Executive commencing new full-time employment for which her remuneration will, in the reasonable opinion of the Company, be greater than or broadly comparable with her remuneration under this Agreement; (ii) cease to be payable in full but continue to be payable in part upon the Executive commencing new employment or engagement for which her remuneration will, in the reasonable opinion of the Company, be significantly lower than her remuneration under this Agreement in which circumstances the instalments shall be reduced by any earnings (to the extent that such earnings exceed the Threshold) payable to the Executive as a result of such new employment or engagement during the period in respect of which she is being paid in lieu. For the purposes of this sub-clause, Threshold shall mean an annualised sum of £150,000 (such sum to be increased by the same percentage increase to the Salary as takes place between the date of this Agreement and the Termination Date), such annualised amount to be pro rated to reflect the duration of the if part of the period of notice in clause 3.1 in respect of which is worked at the Company is paying in lieuEmployer's request, an appropriately reduced pro rata sum. 3.5 Should 3.1.2 The Employer reserves the Company exercise its discretion to terminate the Employment pursuant to clause 3.3, all the Executive’s post termination obligations contained in this Agreement, including in particular the restrictive covenants in clause 18, shall remain in full force and effect. (a) If at any time within 12 months of a Corporate Change either the Company terminates the Employment other than pursuant to clause 17.1 and without any notice or on notice less than that required by clause 3.1 or the Executive resigns for Good Reason (in either event as a consequence of the Corporate Change), the Company shall make a payment in lieu of notice in accordance with clause 3.3(a) save that it is agreed that it shall be paid as a single lump sum payment within 28 days of the termination of the Employment. For the avoidance of (a) This clause 3.6(a) shall not apply in the event that the Executive gives notice to terminate the Employment other than for Good Reason. (b) For the purposes of clause 3.6(a) above Corporate Change means: (i) the acquisition by the Company or any Group Company of shares in any other company or any other assets or business which, in the opinion of the Remuneration Committee (whose determination in respect of such matters shall be final and binding), constitutes a major acquisition or merger; or (ii) the Company coming under the control of any person or persons acting in concert (as those terms are defined for the time being in the City Code on Takeovers and Mergers) not having control of the Company at the date of this Agreement. (c) For the purposes of clause 3.6(a), a Good Reason shall mean circumstances in which the Executive resigns due to (a) a material diminution in her status and/or responsibilities and/or (b) a requirement for the Executive to be located permanently outside the United Kingdom and Eire (which shall include a requirement for long term extensive commuting to such a location other than during the six months immediately following the Corporate Change). 3.7 At any time right during any period of notice of termination served in accordance hereunder by the Company or the Executive (other than in circumstances in which the Executive resigns for Good Reason under clause 3.6(a)), the Company shall have the right at its absolute discretion (for a period or periods in aggregate not exceeding six months) to assign no, reduced or alternative duties to exclude the Executive (provided that from the premises of any such duties shall be consistent with the Executive’s status) and shall be entitled Group Company, or to require the Executive to act carry out specified duties (consistent with his role and status) at premises other than those at which he ordinarily carries out his duties, or to carry out no duties, and to instruct the direction Executive not to communicate with clients, employees, agents or representatives of the Company including Group (other than purely social contact with persons with whom the right Executive has established social relationships) until the Employment has terminated, provided always that the Executive will continue to exclude her from its premises, and/or remove her from office as a director be paid and to enjoy normal contractual pay and benefits during any such period. 3.2 The Executive's period of continuous employment with the Group began on 6 June 1982. 3.3 The Employment shall terminate on the last day of the Company and from any or all offices held by her month in the Company or in any other Group Company (including if appropriate the office of trustee of any of the pension schemes of the Group) and/or prevent which the Executive from discussing its affairs attains the age of 65 or on such other date as may be agreed between the Employer and the Executive. 3.4 In the event that either the Executive or the Employer give notice in writing to terminate the Employment (other than in response to the other party's repudiatory breach of contract) within 12 months following a Corporate Change (as defined in clause 3.5 below): 3.4.1 the Employment shall terminate not more than six months' following such notice (the “Corporate Change Period”); and 3.4.2 the Employer shall make a payment calculated in accordance with clause 3.1.1 in lieu of 12 months’ notice less the Company’s or any other Group Company’s employees, agents, clients or customers. The Executive agrees that during any period of such notice given by either party, she will give which has elapsed during the Company or Corporate Change Period (less any deductions required to be made under the PAYE Regulations) within seven days of such person nominated by it all assistance and co-operation in effecting a smooth and orderly handover of her duties as the Company may require. If the Company shall exercise its right under this clause, the Executive’s entitlement to Salary and other contractual benefits shall continue, subject always to the rules of any relevant scheme or policy relating to such benefits. termination. 3.4.3 For the avoidance of doubt, at all times during any period of notice of termination served doubt clause 3.4.1 shall not prevent the Employer from exercising its rights in accordance hereunder, with clause 3.1.1 to terminate the Employment with immediate effect at any time following a Corporate Change and applying the set-off provisions at clause 3.4.2. 3.4.4 It is agreed that clause 3.1.2 shall not apply in circumstances where notice is served within 12 months following a Corporate Change. Back to Contents 3.4.5 It is recognised that the Executive shall continue is not required to be bound by the same obligations as were owed mitigate his loss in relation to the Company prior payments made pursuant to the commencement of the notice periodthis clause 3.4. 3.8 3.5 For the purposes of clause 3.4 above Corporate Change means (subject to 3.5.3): 3.5.1 If any person (i) obtains control of the ERA Employer (within the Executive’s period meaning of continuous employment began on 3 August 1992section 840 of the Income and Corporation Taxes Act 1988) as a result of making a general offer to acquire the shares in the Employer, or (ii) having obtained such control makes such an offer, or (iii) obtains such control following any scheme of arrangement under section 425 of the Companies Xxx 0000 or any corresponding arrangement under Part 26 of the Companies Xxx 0000. For these purposes, a person shall be deemed to have obtained control of the Employer if he and others acting in concert with him have together obtained control of it. 3.9 The Executive represents 3.5.2 If the Employer acquires (“the Reverse Transaction”) any company, assets or business as a result of which there is a change in boardroom control of the Employer or where shareholders in the Employer immediately prior to completion of the Reverse Transaction cease to hold more than 50% of the ordinary share voting rights in the Employer immediately following completion of the Reverse Transaction; and warrants that she is not bound by a change in boardroom control for the purposes of this sub clause shall mean where the individuals who are directors of the Employer immediately prior to completion of the Reverse Transaction shall cease(as a direct consequence of the Reverse Transaction at the request of the other party or subject parties involved in the Reverse Transaction) to constitute a majority of the directors of the Employer, or of any court ordersuccessor to the Employer (and for these purposes “completion of the Reverse Transaction” shall include completion of any associated changes to the board which are publicly announced in conjunction with and are made as a direct consequence of the Reverse Transaction) 3.5.3 Any general offer, agreementcompromise, arrangement or undertaking Reverse Transaction, the purpose or effect of which in any way restricts or prohibits her from entering into this Agreement or from performing her duties under itis to create a new holding company for the Employer which has substantially the same shareholders with the same proportionate shareholdings immediately following the relevant event as of the Employer immediately prior to the relevant event, shall not be a Corporate Change.

Duration of the Employment. 3.1 The Employment under this Agreement shall commence on the Commencement Date [insert date] and, subject to the provisions of this Agreement, shall continue unless and until terminated by the Company giving to the Executive not less than 12 months’ notice in writing or by the Executive giving to the Company not less than 6 months’ notice in writing at any time. In circumstances in which the Company has served notice, it shall not require the Executive to work for more than six months during the notice period and in respect of any such period worked, the Executive will continue to receive full remuneration and benefits (including bonus entitlement). 3.2 Notwithstanding clause 3.1, the Employment shall automatically terminate when the Executive reaches the Normal Retirement Date. (a) The Company shall have the discretion to terminate the Employment lawfully without any notice or on notice less than that required by clause 3.1, by paying to the Executive a sum equal to 200% (two hundred per cent) of the Salary and the cost to the Company of providing contractual benefits (excluding any benefits under clause 7.2) in respect of that part of the period of notice in clause 3.1 which the Company has not given to the Executive (less any appropriate tax and other statutory deductions) in circumstances not falling within clause 3.3(b). Any such payment in lieu of notice shall be in full It is recognised that this sum is deemed to represent the salary and final settlement of all and any claims other contractual benefits which the Executive would have received if the period of notice in clause 3.1 which the Company has or may not given to the Executive had in fact been given to the Executive. (b) The Company shall have arising the discretion to terminate the Employment lawfully without the notice required by clause 3.1, by paying to the Executive a sum equal to 100% (one hundred per cent) of the Salary in respect of the 12 month period of notice required from or the Company under clause 3.1 (less any appropriate tax and other statutory deductions) in connection with the event that the Executive has demonstrated, in the reasonable opinion of the Board, a failure to perform his duties competently provided always that the Company has given the Executive prior written notice of such failure specifying in reasonable detail the basis of the alleged failure and the steps required to remedy the failure within a reasonable period and he has failed to do so. Any payment under this clause 3.3(b) shall be made within 28 days of the termination of the Employment or her directorships and shall be conditional upon the Executive executing a Compromise Agreement (in a form acceptable to the Company) to this effectEmployment. (bc) For the avoidance of doubt, the Company’s right to pay in lieu of notice under this clause 3.3 applies to any notice of termination, including circumstances in which the Company elects to pay in lieu of notice (or part of the notice) served by the Executive to terminate the Employment. (cd) In the event that the Company terminates the Employment other than in accordance with clause 3.1, clause 3.3(a)3.3, clause 3.6 or clause 17 (including, for the avoidance of doubt, circumstances where the Company gives notice to terminate the Employment under clause 3.1, has required the Executive to work for up to six months during the notice period and has not elected to pay in lieu of the balance of the notice period under clause 3.3(a)3.3), the Company shall pay to the Executive the amount to which she he would have been entitled under clause 3.3(a) 3.3 above had the Company exercised its discretion to terminate the Employment under that clause. It is recognised that the provisions set out in this clause 3.3(d) represent pre-agreed liquidated damages and reflect a genuine pre-estimate of the loss that would otherwise be suffered by the Executive and that the Executive is not required to mitigate her his loss in relation to these pre-agreed liquidated damages. Any amount payable under this clause 3.3(d) shall be made in the same manner as the relevant payment under clause 3.3(a) 3.3 (including, for the avoidance of doubt, the provisions of clause 3.4). (de) This clause 3.3 is without prejudice to the Company’s rights under clause 17.1. 3.4 The Company may at its absolute discretion lawfully make the payment under clause 3.3(a) by way of: (a) half the payment being paid within 28 days of the termination of the Employment; and (b) the remaining half of the payment being made paid in 12 equal monthly instalments over which shall commence in the second half month following the expiry of that part of the period of notice period in clause 3.1 in respect of which the Company is paying in lieu, provided that (that, at the absolute discretion of the Company) , such monthly instalments shall: (i) cease to be payable upon the Executive commencing new full-time employment for which her his remuneration will, in the reasonable opinion of the Company, be greater than or broadly comparable with her his remuneration under this Agreement; (ii) cease to be payable in full but continue to be payable in part upon the Executive commencing new employment or engagement for which her his remuneration will, in the reasonable opinion of the Company, be significantly lower than her his remuneration under this Agreement in which circumstances the instalments shall be reduced by any earnings (to the extent that such earnings exceed the Threshold) payable to the Executive as a result of such new employment or engagement during the period in respect of which she he is being paid in lieu. For the purposes of this sub-clause, Threshold shall mean an annualised sum of £150,000 (such sum to be increased by the same percentage increase to the Salary as takes place between the date of this Agreement and the Termination Date), such annualised amount to be pro rated to reflect the duration of the part of the period of notice in clause 3.1 in respect of which the Company is paying in lieu. For the avoidance of doubt, Threshold shall not include income associated with the Executive’s one standard non executive appointment held prior to the Termination Date which income shall be excluded from the calculation of the Threshold. 3.5 Should the Company exercise its discretion to terminate the Employment pursuant to clause 3.3, all the Executive’s post termination obligations contained in this Agreement, including in particular the restrictive covenants in clause 18, shall remain in full force and effect. (a) If at any time within 12 months of a Corporate Change either the Company terminates the Employment other than pursuant to clause 17.1 and without any notice or on notice less than that required by clause 3.1 or the Executive resigns for Good Reason (in either event as a consequence of the Corporate Change),, the Company shall make be obliged to terminate the Employment lawfully by making a payment in lieu of notice in accordance with clause 3.3(a) save that it is agreed that it shall be paid as a single lump sum payment within 28 days of the termination of the Employment. For the avoidance of3.3 save (a) This clause 3.6(a) shall not apply in the event that the Executive gives notice to terminate the Employment other than for Good Reason. (b) For the purposes of clause 3.6(a) above Corporate Change means: (i) the acquisition by the Company or any Group Company of shares in any other company or any other assets or business which, in the opinion of the Remuneration Committee (whose determination in respect of such matters shall be final and binding), constitutes a major acquisition or merger; or (ii) the Company coming under the control of any person or persons acting in concert (as those terms are defined for the time being in the City Code on Takeovers and Mergers) not having control of the Company at the date of this Agreement. (c) For the purposes of clause 3.6(a), a Good Reason shall mean circumstances in which the Executive resigns due to (a) a material diminution in her his status and/or responsibilities and/or (b) a requirement for the Executive to be located permanently outside the United Kingdom and Eire (which shall include a requirement for long term extensive commuting to such a location other than during the six months immediately following the Corporate Change). 3.7 At any time during any period of notice of termination served in accordance hereunder by the Company or the Executive (other than in circumstances in which the Executive resigns for Good Reason under clause 3.6(a)), the Company shall have the right at its absolute discretion (for a period or periods in aggregate not exceeding six months) to assign no, reduced or alternative duties to the Executive (provided that any such duties shall be consistent with the Executive’s status) and shall be entitled to require the Executive to act at the direction of the Company including the right to exclude her him from its premises, and/or remove her him from office as a director of the Company and from any or all offices held by her him in the Company or in any other Group Company (including if appropriate the office of trustee of any of the pension schemes of the Group) and/or prevent the Executive from discussing its affairs with the Company’s or any other Group Company’s employees, agents, clients or customers. The Executive agrees that during any period of notice given by either party, she he will give the Company or such person nominated by it all assistance and co-operation in effecting a smooth and orderly handover of her his duties as the Company may require. If the Company shall exercise its right under this clause, the Executive’s entitlement to Salary and other contractual benefits shall continue, subject always to the rules of any relevant scheme or policy relating to such benefits. For the avoidance of doubt, at all times during any period of notice of termination served in accordance hereunder, the Executive shall continue to be bound by the same obligations as were owed to the Company prior to the commencement of the notice period. 3.8 For the purposes of the ERA the Executive’s period of continuous employment began on 3 August 15 June 1992. 3.9 The Executive represents and warrants that she he is not bound by or subject to any court order, agreement, arrangement or undertaking which in any way restricts or prohibits her him from entering into this Agreement or from performing her his duties under it.