Common use of Duties of the Executive Clause in Contracts

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group Company; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunder; (h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (i) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company.

Duties of the Executive. During the Employment the 4.1 The Executive shall: (a) undertake and carry out to the best , without limitation of his ability duties and responsibilities as a director at law:- 4.1.1 devote his full time, attention and skill to his office; 4.1.2 faithfully and diligently perform such duties responsibilities and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by or with the Board including where those duties require authority of the Executive to work for any Group CompanyBoard; (b) in 4.1.3 comply with the discharge Companies Xxx 0000, the Company’s Memorandum & Articles of those duties Association and the exercise rules of those powers observe the UK Listing Authority in so far as applicable to his office; 4.1.4 obey all reasonable and comply with lawful directions given to him by or under the authority of the Board, and all lawful resolutions, rules and regulations and directions from time to time made byissued by the Company to its employees provided that such rules or regulations and directions are compatible with the Executive’s status; and 4.1.5 at all times endeavour to promote the interests and reputation of the Group. 4.2 For the avoidance of doubt, it is agreed:- 4.2.1 The Executive may be required under this Agreement to perform his duties not only for the Company but also for any other member of the Group or under any Associate (including the authority ofholding of directorships or other offices in such companies) without extra remuneration; 4.2.2 The Board may at its reasonable discretion, but only with the Executive’s consent in the case of any material change (such consent not to be unreasonably withheld or delayed), change his job content and require him to perform duties or tasks for which he is, in the opinion of the Board, reasonably qualified and which are consistent with his office as Chief Executive. 4.3 The Executive shall at all times keep the Board promptly and fully informed (in writing if so requested) of his conduct of the business, finances or affairs of the Group. He shall provide such explanations and supply all information in his possession as the Board may require in connection with such conduct of the business, finances or affairs of the Group. 4.4 The Executive shall not (except as a representative of the Company or with the prior consent in writing of the Board) be directly or indirectly engaged or concerned in the conduct of any business, trade or profession (whether as a proprietor, partner, an employee, consultant, agent, director or otherwise) or have any other occupation without the prior written consent of the Board. The Executive shall not be directly or indirectly financially interested in any business (other than the Group’s) save through his holding or being interested in investments not representing more than one per cent of the issued investments of any class of any one company which are listed on any Recognised Stock Exchange or dealt in on the Unlisted Securities Market. The Board shall not unreasonably withhold its consent to the Executive serving on civic or charitable boards or committees or holding one non-executive directorship of another listed company. 4.5 The Executive shall be required to work at the principal London office of the Company or such other location as the Board and promptly upon requestthe Executive shall from time to time agree. 4.6 The Executive shall comply with all requirements, give recommendations or regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors and certain senior executives of listed companies, a full account copy of which is available from the Company Secretary), the FSA and all regulatory authorities relevant to the Board Company and any mandatory procedure or a person duly authorised code of practice issued by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association Company (as amended from time to time) relating to dealing in the securities of the ParentCompany. 4.7 If the Executive shall give notice of resignation pursuant to clause 3.1 above, the Company may, at its absolute discretion, require the Executive not to attend his place of work for the duration of the notice period and any require the Executive to resign all offices and directorships in the Group Company; (d) do, or refrain from doing, such things as are necessary Associates or expedient to ensure compliance by himself, relieve the Parent, the Company and any Group Company with applicable law and regulations and Executive of some or all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunder; (h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (i) promptly disclose to contractual responsibilities as the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Companyshall think fit.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s 's business as may from time to time be assigned to or vested in him by the Board Board, including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board Board, in writing if requested, of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group CompanyCompany of which he is a director; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himselfwith the UK Corporate Governance Code, the Parent, the Company and any Group Company with as applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which that would cause him to be disqualified from acting as a director; (g) make reasonable endeavours to do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to any Group Company and any codes of practice issued by any Group Company (as amended from time to time); (h) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunderunder this Agreement; (hi) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (ij) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company of which the Executive is aware and where that wrongdoing is material to that employee’s 's employment by the relevant company or to the interests or reputation of any Group Company; (k) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; and (l) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company's or the relevant Group Company's business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group CompanyCompany (it being acknowledged that the Board will only assign such duties to the Executive as are appropriate to the Executive’s position); (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group Company; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, himself and the Company and any Group Company with applicable law and regulations including the UK Corporate Governance Code and all other regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as Company(as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunderhereunder as may be reasonably required; (h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (i) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (j) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; (k) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company’s or the relevant Group Company’s business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature; and (1) not engage any person on terms which vary from those established from time to time by resolution of the Board.

Duties of the Executive. (1) During the Employment Appointment the Executive shall:shall use his best endeavours to promote the interests of the Company and each company in the Prudential Group and shall carry out his duties with all due expertise, diligence and technical skill, giving at all times the full benefit of his knowledge and experience. (a2) undertake and carry out to the best of his ability The Executive shall perform such duties and exercise such powers in relation to the Company or Group’s business conduct and management of the affairs of the Prudential Group as may from time to time reasonably be assigned or communicated to or vested in him by the Board including where those duties require consistent with the nature of the Appointment. (3) Where notice of termination has been served by either the Company or the Executive whether in accordance with clause 2(2) or otherwise, the Company shall be under no obligation to provide work for or assign any Group Company;duties to the Executive for the whole or any part of the relevant notice period and may require him: (bi) not to attend any premises of the Company or any other company in the discharge Prudential Group; and/or (ii) to resign with immediate effect from any offices he holds with the Company or any other company in the Prudential Group (and any related trusteeships); and/or (iii) to refrain from business contact with any customers, clients or employees of those the Company or any other company in the Prudential Group; and/or (iv) to take any accrued holiday during any period of suspension under this clause 3(3). The provision of clause 4(2) shall remain in full force and effect during any period of suspension under this clause 3(3). For the avoidance of doubt the Executive will continue to be bound by duties of good faith and fidelity to the Company in any period during which he is not required to attend work. (4) The Board may also suspend all or any of the Executive's duties and powers during any period in which the exercise Company and/or the Board is carrying out an investigation into any alleged act or default of those powers observe the Executive. Such a suspension shall be on such terms as the Board considers expedient (including a term that the Executive shall not attend at the Company's premises during such suspension) providing that: (i) the Board on or before such suspension notifies the Executive in writing of such grounds; and (ii) during such suspension the Executive shall be entitled to the remuneration and benefits due under this Agreement. (5) The Executive shall at all times promptly give to the Company and the Board (in writing if so required) all such information and explanations concerning the affairs of any company within the Prudential Group as the Company or the Board shall require and of which the Executive is aware. (6) The Executive shall comply with all lawful resolutions, regulations instructions and directions from time to time made by, or under laid down by the authority of, Company and/or the Board for senior executives including those rules relating to holding and promptly upon request, give a full account to dealing in the Board or a person duly authorised by the Board shares of all matters with which he is involvedPrudential Group. He will provide the information in writing if requested; (c) The Executive shall also comply with the Articles requirements laid down by all external regulatory bodies. (7) The Executive shall allow the Company supervised access on reasonable notice to all or any of Association (as amended the properties in which he resides from time to time) time in order for the Company to assess, and, if the Company considers it desirable, to carry out at its own expense those security measures which the Company may consider advisable for the protection of the Parent, the Company and any Group Company; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunder; (h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (i) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group CompanyExecutive.

Duties of the Executive. (1) During the Employment Appointment the Executive shall:shall use his best endeavours to promote the interests of the Company and each company in the Prudential Group and shall carry out his duties with all due expertise, diligence and technical skill, giving at all times the full benefit of his knowledge and experience. (a2) undertake and carry out to the best of his ability The Executive shall perform such duties and exercise such powers in relation to the Company or Group’s business conduct and management of the affairs of the Prudential Group as may from time to time reasonably be assigned or communicated to or vested in him by the Board including where those duties require consistent with the nature of the Appointment. (3) Where notice of termination has been served by either the Company or the Executive whether in accordance with clause 2(2) or otherwise, the Company shall be under no obligation to provide work for or assign any Group Company;duties to the Executive for the whole or any part of the relevant notice period and may require him: (bi) not to attend any premises of the Company or any other company in the discharge Prudential Group; and/or (ii) to resign with immediate effect from any offices he holds with the Company or any other company in the Prudential Group (and any related trusteeships); and/or (iii) to refrain from business contact with any customers, clients or employees of those the Company or any other company in the Prudential Group; and/or The provision of clause 4(2) shall remain in full force and effect during any period of suspension under this clause 3(3). For the avoidance of doubt the Executive will continue to be bound by duties of good faith and fidelity to the Company in any period during which he is not required to attend work. (4) The Board may also suspend all or any of the Executive’s duties and powers during any period in which the exercise Company and/or the Board is carrying out an investigation into any alleged act or default of those powers observe the Executive. Such a suspension shall be on such terms as the Board considers expedient (including a term that the Executive shall not attend at the Company’s premises during such suspension) providing that: (i) the Board on or before such suspension notifies the Executive in writing of such grounds; and (ii) during such suspension the Executive shall be entitled to the remuneration and benefits due under this Agreement. (5) The Executive shall at all times promptly give to the Company and the Board (in writing if so required) all such information and explanations concerning the affairs of any company within the Prudential Group as the Company or the Board shall require and of which the Executive is aware. (6) The Executive shall comply with all lawful resolutions, regulations instructions and directions from time to time made by, or under laid down by the authority of, Company and/or the Board for senior executives including those rules relating to holding and promptly upon request, give a full account to dealing in the Board or a person duly authorised by the Board shares of all matters with which he is involvedPrudential Group. He will provide the information in writing if requested; (c) The Executive shall also comply with the Articles requirements laid down by all external regulatory bodies. (7) The Executive shall allow the Company supervised access on reasonable notice to all or any of Association (as amended the properties in which he resides from time to time) time in order for the Company to assess, and, if the Company considers it desirable, to carry out at its own expense those security measures which the Company may consider advisable for the protection of the Parent, the Company and any Group Company; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunder; (h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (i) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group CompanyExecutive.

Duties of the Executive. During (9) In consideration of the Employment payments and benefits payable to and received by the Executive shall:under this Agreement:- (a) undertake and carry out A. the Executive shall fully co-operate to the best extent as may be required of his ability her and in such manner as directed by such person designated by the Company and/or the Group for the proper handover of her duties and exercise or such powers other matters handled or dealt with by her in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group Company; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the ParentCompany and/or the Group; B. the Executive shall execute all documents required by the Company for her departure from the Company and/or any entity within the Group, or her proper resignation from any office, title or representative of the Company and/or any entity within the Group at such time and in such manner as requested by the Company. Should the Executive fail to execute any document to the aforesaid effect, the Executive hereby irrevocably appoints any one of the directors of the Company and Group Companies and the discharge of his duties hereunderto execute such documents on her behalf; C. the Executive agrees and covenants that she shall, to the extent reasonably requested, provide cooperation in any legal proceedings, investigation and/or threatened or pending litigation (hnow or in the future) faithfully in which the Company or any entity within the Group is a party, and diligently perform his duties and at all times use his best endeavours regarding which the Executive, by virtue of her employment or engagement with the Company and/or the Group, has knowledge or information relevant to promote and protect the interests said legal proceedings or litigation, including but not limited to, (i) meeting with the representatives of the ParentCompany and/or the Group to provide truthful and complete information regarding her knowledge, (ii) acting as the representative and/or witness of the Company, or any entity within the Group to provide truthful and complete information regarding her knowledge, and (iii) providing, in any jurisdiction in which the Company and/or any entity within the requests, truthful and complete testimony relevant to the said legal proceeding or litigation. The Executive shall not without the prior written consent of the Company disclose any information of the said legal proceeding or litigation to the mass media, the public or to any third parties save and except such persons authorized by the Company; D. the Executive shall return on or before the Termination Date, all the properties of the Company and the GroupGroup including staff card, blackberry, keys, manuals, electronic storage devices, memoranda, notes, records, reports and other documents relating to the business of the Company and/or the Group which are in her possession or under her control forthwith and shall hereby confirm that she has not taken any unauthorised copies thereof (whether in written or digital form); E. the Executive accepts and agrees that her express and implied duties relating to confidential information, intellectual property rights, and restrictive covenant of the Company and/or the Group continue after the Termination Date. The Executive shall comply with the RSU Confidentiality, Non-Solicitation, Non-Competition and intellectual Property Agreement; F. the Executive shall continue to keep and shall not make use of any confidential or secret information relating to the Company and/or the Group, and for the purpose of this clause, confidential information includes, but is not limited to, any technical or non-technical data, formula, pattern, compilation, program, device, technique, drawing, process, product plan, list of actual or potential customers or suppliers, computer data, work and organization methods, contracts, financial information and any other information relating to the business and affairs of the Company and/or the Group, which is not commonly known or available to the public and which (i) promptly disclose derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by other persons who can derive economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The Executive’s obligation under this Clause (7)F are in addition to, and not in substitution for any other obligations of confidentiality owed by the Employee; G. the Executive shall make no defamatory or disparaging comments, either directly or indirectly, to third parties concerning the Company, the Group, and their respective employees, officers, directors or shareholders; H. Notwithstanding Clauses 2, 3 and 4 above, the Executive agrees and authorizes the Company to withhold the sum payable under Clauses 2, 3 and 4 of this Separation Agreement for a statutory holding period of one month from the date on which Form IR 56G was filed by the Company to the Board full details Inland Revenue Department of Hong Kong, or until receipt of the Letter of Release issued by the Inland Revenue Department of Hong Kong, whichever is the earlier in accordance with section 52(7) of the Inland Revenue Ordinance; and I. the Executive shall be solely responsible for the payment of any wrongdoing tax (if any) arising from her employment with the Company and any payments made under this Separation Agreement in Hong Kong and in all other jurisdictions. The Executive further undertakes that should for any reason, the Company is subsequently required by the Executive Inland Revenue Department to settle all or any other employee part of any Group the Executive’s outstanding Hong Kong tax liability, the Executive shall fully indemnify the Company where that wrongdoing is material to that employee’s employment by of the relevant company or to the interests or reputation of any Group Companysame.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group CompanyCompany of which he is a director; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himselfwith the UK Corporate Governance Code, the Parent, the Company and any Group Company with as applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) use reasonable endeavours to do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to any Group Company and any codes of practice issued by any Group Company (as amended from time to time); (h) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunderunder this Agreement; (hi) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (ij) promptly disclose to the Board Board, to the extent of the Executive’s knowledge thereof, full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (k) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; and (l) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company's or the relevant Group Company's business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group CompanyCompany of which he is a director; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himselfwith the UK Corporate Governance Code, the Parent, the Company and any Group Company with as applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) make reasonable endeavours to do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to any Group Company and any codes of practice issued by any Group Company (as amended from time to time); (h) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunderunder this Agreement; (hi) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (ij) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company of which the Executive is aware and where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (k) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; and (l) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company’s or the relevant Group Company’s business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board him, including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board Chief Executive Officer of all matters with which he is involved. He will provide the information in writing if requested;; SV\1600310.5 (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group CompanyCompany of which he is a director; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company himself and any Group Company with applicable law and regulations and all regulatory authorities relevant to regulations; (e) ensure compliance with the ParentUK Corporate Governance Code, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended applicable from time to time); (ef) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (fg) refrain from doing anything which would cause him to be disqualified from acting as a director; (gh) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to any Group Company and any codes of practice issued by any Group Company (as amended from time to time); (i) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunderunder this Agreement; (hj) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (ik) promptly disclose to the Board Company full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (l) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; and (m) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company's or the relevant Group Company's business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s 's business as may from time to time be assigned to or vested in him by the Board Chief Executive Officer, including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board Board, in writing if requested, of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group CompanyCompany of which he is a director; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himselfwith the UK Corporate Governance Code, the Parent, the Company and any Group Company with as applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) make reasonable endeavours to do, or refrain from doing anything which would cause him doing, such things as are necessary or expedient to be disqualified ensure compliance by himself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to any Group Company and any codes of practice issued by any Group Company (as amended from acting as a directortime to time); (g) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunderunder this Agreement; (h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (i) promptly disclose to the Board Chief Executive Officer full details of any wrongdoing by the Executive or any other employee of any Group Company of which the Executive is aware and where that wrongdoing is material to that employee’s 's employment by the relevant company or to the interests or reputation of any Group Company; (j) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; and (k) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company's or the relevant Group Company's business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his her ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him her by the Board including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he she is involved. He She will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of any Group Company of which she is a director; (d) ensure compliance with the ParentU.K. Corporate Governance Code, as applicable from time to time; (e) act in accordance with all statutory, fiduciary and common law duties that she owes to the Company and any Group Company; (df) refrain from doing anything that would cause her to be disqualified from acting as a director; (g) use reasonable endeavours to do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company herself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to the Parent, the Company and any Group Company, Company and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (gh) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his her working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his her duties hereunderunder this Agreement; (hi) faithfully and diligently perform his her duties and at all times use his her best endeavours to promote and protect the interests of the Parent, the Company and the Group; (ij) promptly disclose to the Board Board, to the extent of the Executive’s knowledge thereof, full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (k) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised by the Company or by resolution of the Board from time to time; and (l) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company's or the relevant Group Company's business or is outside the scope of her normal duties or authorisations or is of an unusual or onerous or long-term nature.

Duties of the Executive. During 4.1 In the Employment capacity specified in clause 3.1 the Executive shallshall during the continuance of this Agreement: (a) undertake hold such offices as a director or secretary or officer in the Company or any other Group Company as the Board may from time to time require; (b) if the Board so requests, immediately resign without claim for compensation from any office held in the Company or any other Group Company, and the Executive hereby appoints the Company or any Group Company to be his attorney in his name and on his behalf to sign, execute or do any instrument or act and generally to use his name for the purpose of giving to the Company or any Group Company or any of its or their nominees the full benefit of the provisions of this clause 4.1; (c) not to do anything that would cause him to be disqualified from holding any office; (d) abide by any statutory, fiduciary or common-law duties to the Company and any other Group Company of which he is a director or an officer; (e) faithfully, diligently and competently exercise and carry out to the best of his ability such duties and exercise all such powers and duties in relation to the Company or Group’s and its business and the respective businesses of any other Group Company, as may from time to time be assigned to conferred on him or vested in him by the Board including where those duties require together with such person or persons as the Executive Company or Board may appoint to work for act jointly with him; (f) shall obey the reasonable and lawful directions by or under the authority of the Board and/or the CEO from time to time; (g) use all reasonable endeavours to promote and further the business and interests of the Company and any other Group Company; (bh) subject as hereinafter provided unless prevented by incapacity, illness or injury or with the prior agreement of the Board, devote, during normal working hours and such additional times as provided for at clause 5 below, the whole of his time, attention and skill to his duties and to the furtherance of the businesses and interests of the Company and the other Group Companies; (i) in pursuance of his duties hereunder perform without additional remuneration such services for any other Group Company as the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions Board may from time to time made byrequire; (j) serve the Company and/or any other Group Company at its principal place of business at [Retford Road, Woodhouse Mill, Sheffield, South Yorkshire, S13 9WH] or under at such other place or places as xxx Xxxxx xxxxx xxxxxxxxxx xxxxxxxxx xxxxxxxx xxxx the authority of, Executive shall not be permanently posted outside the United Kingdom without his prior consent not to be unreasonably withheld or delayed; (k) undertake such travel both within the United Kingdom and abroad as the Board may require for the proper performance of his duties; (l) report his own wrongdoing and promptly upon request, give a full account any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any other Group Company (including without limitation any bribery or corruption) to the Board or a person duly authorised by the Board immediately on becoming aware of all matters with which he is involved. He will provide the information in writing if requested;it. (cm) comply with the Articles of Association (or equivalent in any relevant jurisdiction) of the Company and any other Group Company of which he is a director; and (n) comply with all requirements, recommendations or regulations, as amended from time to time) , of all regulatory authorities (whether in the ParentUnited Kingdom, the United States of America or any other jurisdiction) relevant to the Company or any other Group Company and any Group Company; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes code of practice issued by the Parent, the Company and or any other Group Company (as amended from time to time) relating to dealing in the securities of the Company or any other Group Company. 4.2 The Executive shall be familiar with and shall comply in all respects with: (a) the Criminal Justice Act 1993, the Financial Services and Markets Act 2000, the Companies Act 2006 and the Brxxxxx Xxt 2010; (b) all legal requirementx xx xx the disclosure ox xxxxxx informatxxx; xxx (x) the Company's anti-corruption and bribery policies and any related procedures, in so far as the same are applicable to the Executive’s employment hereunder and/or as they may apply to the Company, any other Group Company, the trading of the shares and/or stock of the Company and/or any other Group Company, and/or the trading of any instruments or investments that are related to and/or connected with the Company and/or any other Group Company. 4.3 The Executive shall at all times comply with, abide by and accept: (a) any code that relates to pay and/or bonuses as may be issued from time to time by any regulator (whether in the United Kingdom, the United States of America or any other jurisdiction) and/or pursuant to any act of Parliament; (b) the requirements or directions of any regulator (whether in the United Kingdom, the United States of America or any other jurisdiction); (c) any remuneration code or policy of the Company or any other Group Company as may exist from time to time; (d) JELD-WEN Holding’s Code of Business Conduct and Ethics; (e) act in accordance with all statutorythe provisions of the Company’s, fiduciary and common law duties that he owes to the Parent, the Company and or any Group Company;’s, securities or share dealing code/policy and any such other code/policy which sets out the terms for dealings in the publicly traded or quoted securities US Securities laws; and/or (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented by ill-health, holidays the Company and/or any other Group Company’s determination or other unavoidable cause, devote the whole interpretation in respect of his working time, attention and skill to the business any of the Parent, the Company and Group Companies and the discharge of his duties hereunder;matters mentioned in this clause 4.3. (h) faithfully and diligently perform his duties and 4.4 The Executive shall at all times comply with every applicable regulation of any stock exchange anywhere in the world on which the Company’s and/or any other Group Company’s shares and/or stock are listed and/or traded. 4.5 The Executive shall at all times: (a) consent to the Company or any other Group Company inspecting any electronic equipment used by the Executive, and to monitoring and recording any use that he makes of the Company's or any other Group Company’s electronic communications and information technology systems for the purpose of ensuring that the Company's rules (and those of any other Group Company) are being complied with and for legitimate business purposes; and (b) comply with any electronic communication systems policy that the Company may issue from time to time. 4.6 The Executive shall not at any time during the continuance of his best endeavours employment under this Agreement do anything which may in the opinion of the Board bring the Company and/or any other Group Company into disrepute or harm the goodwill or the reputation of any Group Company and in particular but without limitation, the Executive will not make any untrue, misleading or disparaging statement in relation to promote the Company or any other Group Company (or any of its or their employees or officers). 4.7 The Executive shall not after the termination of this Agreement represent himself as being employed by or connected with the Company or any other Group Company. 4.8 The Executive shall not at any time during the continuance of his employment under this Agreement, without the previous written consent of the Board, either as principal, employee or agent, carry on or be engaged, concerned or interested either directly or indirectly in any other trade, profession, business or occupation (including any public or private activity which in the reasonable opinion of the Board may interfere with the proper performance of his duties) or hold any directorship or other office in any company or other body whether incorporated or unincorporated. 4.9 Without prejudice to the generality of clause 4.8, the Executive shall not during the continuance of his employment under this Agreement introduce to any other person, firm or corporation, business of a kind in which the Company or any other Group Company is for the time being engaged or capable of becoming engaged or with which the Company or any other Group Company is able to deal in the course of the business for the time being carried on or planned by the Board to be carried on, and protect he shall not have any financial benefit from contracts made by the Company or any other Group Company with any third party (including but not limited to any supplier to any Group Company) without the prior written consent of the Board. 4.10 The Executive shall at all times give to the Board and to the Company’s auditors for the time being all such information, explanations, data and assistance as they may require in connection with the Company’s (or any other Group Company’s) business. 4.11 During the continuance of the Executive’s employment under this Agreement, the Executive shall not hold any shares, securities or have any interest of any kind in any company (other than the Company or any other Group Company) or other business organisation, save that the Executive may hold not more than three per cent of the issued shares or other securities of any class of any one company which is not a competitor of the Company or any other Group Company, where such shares or other securities are listed or dealt in on a recognised investment exchange in the United Kingdom or elsewhere, and are to be held by the Executive for investment purposes only. 4.12 The Executive shall avoid situations where his personal interests conflict with the interests of the Parent, Company or any other Group Company or any of its or their customers. If the Company and Executive believes that any such conflict of interest may exist he shall disclose the Group; (i) promptly disclose same to the Board full details without delay. The Executive shall not, without the consent of the CEO, accept any wrongdoing by gift or favour of whatever kind from any customer or supplier of the Executive Company or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by or any prospective customer or supplier of the relevant company Company or to the interests any other Group Company with a value or reputation cumulative value in excess of any Group Company£50.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him by the Board including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of the Parent, the Company and any Group CompanyCompany of which he is a director; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company himself and any Group Company with applicable law and regulations and all regulatory authorities relevant to regulations; (e) ensure compliance with the ParentUK Corporate Governance Code, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended applicable from time to time); (ef) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (fg) refrain from doing anything which would cause him to be disqualified from acting as a director; (gh) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to any Group Company and any codes of practice issued by any Group Company (as amended from time to time); (i) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunderunder this Agreement; (hj) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (ik) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (l) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; and (m) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company’s or the relevant Group Company’s business or is outside the scope of his normal duties or authorisations or is of an unusual or onerous or long-term nature.

Duties of the Executive. 3.1 During the Employment term of Executive's employment under this Agreement, the Executive agrees to perform such reasonable employment duties as the Board of Directors of the Guarantor shall assign to him from time to time. 3.2 The Executive shall, unless prevented by incapacity: (a) undertake a. under this Agreement devote the whole of his time, attention and carry out ability to the best carrying out of his ability such duties set out in the Agreement, and in all respects comply with reasonable directions and regulations given or made by the Board of Directors of the Guarantor, and shall well and faithfully serve the Company, the Guarantor and the Group Companies; b. faithfully and diligently perform those duties and exercise such powers in relation to the Company or Group’s business as may consistent with them which are from time to time be assigned to or vested in him by him; c. obey all lawful and reasonable directions of the Board including where those of Directors of the Guarantor; d. use his reasonable endeavors to promote the business interests of the Company, the Guarantor and the Group Companies; e. if and for so long as the Board of Directors of the Guarantor may reasonably require, act as an officer of and carry out duties require for any Group Company or hold any other appointment or office as nominee or representative of the Executive to work for Company, the Guarantor or any Group Company; (b) f. work such hours as are reasonably necessary to properly undertake the duties assigned to him and, so far as practicable, to adhere to the normal hours of his place of employment; and g. if called upon to do so and without any further remuneration other than is hereafter mentioned, perform his duties either at the offices of the Company in Hong Kong or elsewhere as the discharge Board of those duties and Directors of the exercise of those powers observe and comply with all lawful resolutions, regulations and directions Guarantor may in its reasonable discretion from time to time made by, or under require for the authority of, the Board and promptly upon request, give a full account performance of such duties. 3.3 Subject to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended any regulations from time to timetime issued by the Company and/or the Guarantor which may apply to him, the Executive shall not receive or obtain, directly or indirectly, any discount, rebate, commission or other inducement in respect of any sale or purchase of any goods or services effected or other business transaction (whether or not by him) by or on behalf of the ParentCompany, the Company and any Group Company; (d) do, Guarantor or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and if he (or any codes of practice issued by the Parentfirm or company in which he is directly or indirectly engaged, concerned or interested) shall obtain any such discount, rebate, commission or inducement he shall immediately account to the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to for the Parent, amount received by him or the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (g) unless prevented amount received by ill-health, holidays such firm or other unavoidable cause, devote the whole of his working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his duties hereunder; (h) faithfully and diligently perform his duties and at all times use his best endeavours to promote and protect the interests of the Parent, the Company and the Group; (i) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Companycompany.

Duties of the Executive. During 4.1 In the Employment capacity specified in clause 3.1 the Executive shall:shall during the continuance of this Agreement - (a) undertake hold such offices as a director or secretary in any Group Company as the Board may from time to time require; (b) (if the Board so requests) immediately resign without claim for compensation from any office held in any Group Company; (c) not to do anything that would cause him to be disqualified from holding any office; (d) abide by any statutory, fiduciary or common-law duties to any Group Company of which he is a director; (e) faithfully, diligently and competently exercise and carry out to the best of his ability such duties and exercise all such powers and duties in relation to the Company or Group’s and its business and the respective businesses of the other Group Companies, as may from time to time be assigned to conferred on him or vested in him by the Board including where those duties require and/or the Executive to work for any Group Company; (b) in Parent’s Board and shall obey the discharge of those duties reasonable and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, by or under the authority of, of the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he is involved. He will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of and/or the Parent, ’s Board and shall at all times use his reasonable endeavours to promote and further the business and interests of the Company and any the other Group Company; (d) do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company and any Group Company with applicable law and regulations and all regulatory authorities relevant to the Parent, the Company and any Group Company, and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group CompanyCompanies; (f) refrain from doing anything which would cause him to be disqualified from acting subject as a director; (g) hereinafter provided unless prevented by ill-healthincapacity, holidays illness or other unavoidable causeinjury or with the prior agreement of the Board, devote devote, during normal working hours and such additional times as provided for at clause 4.8 below, the whole of his working time, attention and skill to his duties and to the business furtherance of the Parent, businesses and interests of the Company and the other Group Companies and the discharge Companies; (g) in pursuance of his duties hereunderhereunder perform without additional remuneration such services for any other Group Company as the Board and/or the Parent’s Board may from time to time reasonably require; (h) faithfully serve the Company and/or any other Group Company at its or their principal places of business or at such other place or places within the United Kingdom and diligently perform abroad (in particular, but without limitation, the Republic of Ireland) the Board and/or the Parent’s Board shall reasonably determine; (i) undertake such travel both within the United Kingdom and abroad as may be reasonably necessary for the proper performance of his duties duties; (j) report his own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or any other Group Company (including without limitation any bribery or corruption) to the Board immediately on becoming aware of it; (k) consent to the Company monitoring and recording any use that he makes of the Company’s electronic communications systems for the purpose of ensuring that the Company’s rules are being complied with and for legitimate business purposes; and (l) comply with any electronic communication systems policy that the Company may issue from time to time. 4.2 The Executive shall not at any time during the continuance of the Executive’s employment under this Agreement do anything which may in the opinion of the Board bring the Company or any other Group Company into disrepute or harm the goodwill or the reputation of any Group Company and in particular but without limitation, the Executive will not make any untrue, misleading or disparaging statement in relation to the Company or any other Group Company (or any of its or their employees or officers) nor after the termination of this Agreement represent himself as being employed by or connected with the Company or any other Group Company. 4.3 The Executive shall not at any time during the continuance of the Executive’s employment under this Agreement without the previous written consent of the Board either as principal, employee or agent carry on or be engaged, concerned or interested either directly or indirectly in any other trade, profession, business or occupation (including any public or private activity which in the reasonable opinion of the Board may interfere with the proper performance of his duties) or hold any directorship or other office in any company or other body whether incorporated or unincorporated. 4.4 Without prejudice to the generality of clause 4.3, the Executive shall not during the continuance of the Executive’s employment under this Agreement introduce to any other person, firm or corporation, business of a kind in which the Company or any other Group Company is for the time being engaged or capable of becoming engaged or with which the Company or any other Group Company is able to deal in the course of the business for the time being carried on or planned to be carried on and he shall not have any financial benefit from contracts made by the Company with any third party (including but not limited to any supplier to any Group Company) without the prior written consent of the Board. 4.5 The Executive shall at all times give to the Board, the Parent’s Board and to the Company’s (and any other Group Company’s) auditors for the time being all such information, explanations, data and assistance as they may require in connection with the Company’s (or any other Group Company’s) business. 4.6 During the continuance of the Executive’s employment under this Agreement, the Executive shall not hold any shares or securities or have any interest of any kind in any company (other than the Company or any other Group Company) or other business organisation, save that the Executive may hold not more than five per cent of the issued shares or other securities of any class of any one company which is not a competitor of the Company or any other Group Company, where such shares or other securities are listed or dealt in on a recognised investment exchange in the United Kingdom or elsewhere, and are to be held by the Executive for investment purposes only. 4.7 The Executive shall avoid situations where the Executive’s personal interests conflict with the interests of the Company or any other Group Company or any of its or their customers. If the Executive believes that any such conflict of interest may exist, the Executive shall disclose the same to the Board without delay. The Executive shall not accept (and shall use his best endeavours to promote and protect procure that the interests members of his family shall not accept) any gift or favour, honoraria, loans, fees, services or entertainment of whatever kind of significant value from any customer or supplier of the Parent, the Company and the Group; (i) promptly disclose to the Board full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by or any prospective customer or supplier of the relevant company Company or to the interests or reputation of any other Group Company. 4.8 The Executive’s normal working hours shall be 9.00 am to 5.30 pm Monday to Friday together with such additional hours as are reasonable and necessary for the proper performance of his duties (it being anticipated that the performance of his duties may require the Executive to work outside the Company’s normal business hours and the Executive acknowledges that he has no entitlement to additional remuneration for such further hours worked in excess of the Company’s normal business hours). 4.9 Due to the autonomous nature of the Executive’s role, the duration of his working time cannot be measured or monitored and, accordingly, the Executive’s employment falls within regulation 20 of the Working Time Regulations 1998.

Duties of the Executive. During the Employment the Executive shall: (a) undertake and carry out to the best of his her ability such duties and exercise such powers in relation to the Company or Group’s business as may from time to time be assigned to or vested in him her by the Board including where those duties require the Executive to work for any Group Company; (b) in the discharge of those duties and the exercise of those powers observe and comply with all lawful resolutions, regulations and directions from time to time made by, or under the authority of, the Board and promptly upon request, give a full account to the Board or a person duly authorised by the Board of all matters with which he she is involved. He She will provide the information in writing if requested; (c) comply with the Articles of Association (as amended from time to time) of any Group Company of which she is a director; (d) ensure compliance with the ParentUK Corporate Governance Code, as applicable from time to time; (e) act in accordance with all statutory, fiduciary and common law duties that she owes to the Company and any Group Company; (df) refrain from doing anything that would cause her to be disqualified from acting as a director; (g) use reasonable endeavours to do, or refrain from doing, such things as are necessary or expedient to ensure compliance by himself, the Parent, the Company herself and any Group Company with applicable law and regulations and all other regulatory authorities relevant to the Parent, the Company and any Group Company, Company and any codes of practice issued by the Parent, the Company and any Group Company (as amended from time to time); (e) act in accordance with all statutory, fiduciary and common law duties that he owes to the Parent, the Company and any Group Company; (f) refrain from doing anything which would cause him to be disqualified from acting as a director; (gh) unless prevented by ill-health, holidays or other unavoidable cause, devote the whole of his her working time, attention and skill to the business of the Parent, the Company and Group Companies and the discharge of his her duties hereunderunder this Agreement; (hi) faithfully and diligently perform his her duties and at all times use his her best endeavours to promote and protect the interests of the Parent, the Company and the Group; (ij) promptly disclose to the Board Board, to the extent of the Executive’s knowledge thereof, full details of any wrongdoing by the Executive or any other employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company; (k) not incur on behalf of the Company or any Group Company any capital expenditure in excess of such sum as may be authorised from time to time by resolution of the Board; and (l) not enter into on behalf of the Company or any Group Company any commitment, contract or arrangement which is otherwise than in the normal course of the Company's or the relevant Group Company's business or is outside the scope of her normal duties or authorisations or is of an unusual or onerous or long-term nature.