Garden Leave. 17.1 Despite any other provision in this agreement, the Company is under no obligation to provide the Executive with work and the Company may at any time if either party serves notice to terminate the Appointment or if the Executive purports to terminate the Appointment without due notice and the Company has not accepted that resignation in its absolute discretion require the Executive to perform no duties whatsoever and may at any time exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months. 17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months. 17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall: (a) remain an employee of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information); (b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause; (c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant of the Company or any Group Company except with the prior written consent of the Board; (d) keep the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company; (e) assist in any handover of his role to another individual, including his successor; (f) comply with his obligations under clause 21 (Obligations upon Termination); and (g) continue to receive the Salary and contractual benefits in the usual way. 17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statement.
Appears in 2 contracts
Samples: Executive Service Agreement (Randgold Resources LTD), Executive Service Agreement (Randgold Resources LTD)
Garden Leave. 17.1 Despite any other provision in this agreement18.1 Notwithstanding the provisions of clause 4, the Company is under no obligation to provide the Executive with work and the Company may at any time if after notice has been served by either party serves notice pursuant to terminate the Appointment sub-clause 3.2 or if the Executive purports to terminate the Appointment resigns without giving due notice and the Company has does not accepted that resignation accept his resignation, the Company may in its absolute discretion place the Executive on garden leave on full salary and other contractual benefits for up to a maximum of twelve months. It is agreed that the Executive shall be entitled to participate in the bonus scheme and carried interest arrangement referred to in this Agreement in clauses 5.5 and 5.6 on a pro-rata basis in respect of the period in which the Executive is on garden leave up to the Termination Date. For the avoidance of doubt, the Executive being on garden leave and/or under notice will not affect the Executive’s entitlements under the bonus scheme and carried interest arrangement other than in relation to the pro-rating of any benefit. During any such garden leave period the Company shall not be obliged to provide any work for the Executive or to assign to or vest in the Executive any powers, duties or functions and may for all or part of such garden leave period do any or all of the following:
18.1.1 exercise its rights under clause 16;
18.1.2 announce externally or internally or both that the Executive has given or been given notice of termination of his employment or office(s) and been placed on garden leave and (where applicable) that a substitute has been appointed;
18.1.3 exclude the Executive from all or any premises of the Company or of any Associate;
18.1.4 require the Executive to perform no duties whatsoever and may at abstain from engaging in any time exclude the Executive from his place contact (whether or work and/or from not initiated by him) which concerns any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant business affairs of the Company or any Group Associate with any customer, client, supplier, other business connection, employee, director, officer, consultant or agent of the Company except with or any Associate without the prior written consent of the Board;
(d) keep 18.1.5 require the Executive to carry out no duties;
18.1.6 save where absent due to agreed holidays or authorised absence for sickness or injury or other authorised leave, require the Executive to undertake at his home or at such place reasonably nominated by the Company informed of his whereabouts such reasonable duties (except during which may differ from the Executive's normal duties) as the Company may at its discretion assign and to provide any periods taken as holiday) so that he can be called upon to perform any duties as required reasonable assistance requested by the Company;
(e) assist in any handover of his role to another individual, including his successor18.1.7 exercise its rights under sub-clause 9.3;
18.1.8 suspend or limit the Executive’s access to the Company’s computer, e-mail, telephone, voicemail or other communication systems or databases;
18.1.9 exercise its rights under sub-clause 17.6.
18.2 During any garden leave period pursuant to sub-clause 18.1, the Executive shall:
18.2.1 (f) comply with his obligations under clause 21 (Obligations upon Termination); and
(gfor the avoidance of doubt) continue to receive be bound by the Salary duties of fidelity and good faith;
18.2.2 hold himself available during normal business hours (other than agreed holidays or authorised absence for sickness or injury or other authorised leave) to perform such duties as may be assigned to him, if any, and in the event that he fails to make himself available for duties assigned to him, he shall (notwithstanding any other provision of this Agreement) forfeit his right to salary and contractual benefits in respect of such period of non-availability; and
18.2.3 continue to comply with the usual wayterms of this Agreement including clauses 11 to 14 (inclusive).
17.4 In 18.3 Subject to 18.1, the event Executive shall have no claim in respect of the effect (if any) which any garden leave period may have on his eligibility in respect of any announcement bonus or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementother incentive arrangement.
Appears in 1 contract
Garden Leave. 17.1 Despite any other provision in this agreementEffective September 3, 2014, and through the Termination Date (the “Garden Leave Period”), the Company is under no obligation Executive will remain on garden leave pursuant to provide Clause 18.3 of the Service Agreement. The Executive acknowledges and agrees that pursuant to Clause 19.3 of the Service Agreement, the Severance Payments shall be reduced by a sum equal to the total salary and incentive award payments received by the Executive with work and during the Company may at any time if either party serves notice to terminate Garden Leave Period. The Executive acknowledges that, during the Appointment or if the Executive purports to terminate the Appointment without due notice and the Company has not accepted that resignation in its absolute discretion require the Executive to perform no duties whatsoever and may at any time exclude the Executive from his place or work and/or from any premises of any Group CompanyGarden Leave Period, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights he will remain under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed loyalty to the CompanyCompany and is required to adhere in full to the terms of Clause 18.3 of the Service Agreement. In accordance with those requirements, the provisions of clauses 13 Company hereby instructs the Executive, during the Garden Leave Period (Outside Interests) and 20 (Confidential Information);unless instructed or authorised otherwise by Aspen’s Group General Counsel):
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(ci) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant to attend at the offices of the Company or any other Group Company except with the prior written consent of the Board;
(d) keep the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;
(eii) assist in not to carry out any handover of his role to another individual, including his successorduties;
(fiii) comply (other than as qualified in the paragraph immediately following subclause (iv) below to allow for reasonable social interaction) not to communicate or deal with his obligations under clause 21 (Obligations upon Termination)any employees, agents, consultants or customers of the Company or any other Group Company, including not dealing with brokers or other intermediaries with whom the Company does business and not attending at any industry events, whether formal or social in nature; and
(giv) continue to receive maintain total confidentiality as to the Salary terms of or the circumstances surrounding his departure from the Company, except to his immediate family and contractual benefits attorney, provided each such person agrees to keep this fully confidential. In addition to the foregoing, during the Garden Leave Period, the Executive will not actively seek out business-related conversations or discussions with employees, brokers or customers of the Company, including, but not limited to, attending at industry events, whether formal or informal in nature; provided, that the foregoing will not prevent the Executive from having a purely social interaction, in the usual way.
17.4 ordinary course of Bermuda island life, with any person, so long as in doing so (x) the Executive adheres at all times to the provisions of Clause 14 of the Service Agreement and (y) conversation is confined to either personal and social matters or general industry themes. In particular, during the event of any announcement Garden Leave Period, the Executive will not discuss issues surrounding his departure from the Company or statement discuss the Company’s business. Notwithstanding the foregoing, during the Garden Leave Period, the Executive is permitted to speak to potential future employers (who are not existing employees, clients and professional contacts brokers or investors concerning customers of the Company) regarding commencing future employment, such employment only to commence once the Executive in relation is contractually free to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementdo so.
Appears in 1 contract
Garden Leave. 17.1 Despite During any other provision in this agreementperiod of notice of termination (whether given by the Company or the Employee), the Company is shall be under no obligation to provide assign any duties to the Executive with work Employee and the Company may at any time if either party serves notice shall be entitled to terminate the Appointment or if the Executive purports to terminate the Appointment without due notice exclude her from its premises, and the Company has not accepted that resignation in its absolute discretion require the Executive Employee not to perform no duties whatsoever contact any customers, suppliers or employees provided that this shall not affect the Employee’s entitlement to receive her normal salary and may at contractual benefits. During any time exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation exclusion the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee of the Company and Employee will continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, all the provisions of clauses 13 (Outside Interests) this Agreement and shall at all times conduct herself with good faith towards the Company. 20 (Confidential Information);directorship
(b) if 20.1 On the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee termination of the Group and membership of any organisation and any Office in any other company acquired by reason of Employment (however arising) or in connection with the Appointment and the Executive hereby irrevocably appoints on either the Company to be his attorney in his name and on his behalf to execute or the Employee having served notice of such termination, the Employee shall should she hold any documents and to do any things necessary or requisite to give effect to this clause;such offices:
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant 20.1.1 at the request of the Company or any Group Company except with resign from all directorships and offices held by her in any Group Company and shall transfer without payment to the prior written consent Company or as the Company may direct any nominee shares provided by it, provided however that such resignation shall be without prejudice to any claims which the Employee may have against the Company or any Group Company arising out of the Board;
(d) keep termination of the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;
(e) assist in any handover of his role to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination)Employment; and
(g) continue 20.1.2 immediately deliver to receive the Salary Company or any Group Company as directed all materials within the scope of clause 14.3 and contractual benefits all credit cards, motor cars, car keys and other property of or relating to the business of the Company or of any Group Company which may be in her possession or under her power or control, and if the usual wayEmployee should fail to do so the Company is hereby irrevocably authorised to appoint another person to sign any documents and/or do any other things necessary on her behalf in order to give effect to the Employee’s undertaking in this clause 20.1.
17.4 In 20.2 The appointment of the event Employee as a director of any announcement Group Company is not a term of this Agreement and the Company or statement any Group Company reserves the right to employeesremove the Employee from any such directorship at any time and for any reason. Where the Company or any Group Company exercises this right, clients this shall not amount to a breach of this Agreement and professional contacts shall not give rise to a claim for damages or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementcompensation.
Appears in 1 contract
Garden Leave. 17.1 Despite any other provision in this agreement, the Company is under no obligation to provide the Executive with work and the Company may at 15.1 At any time if either party serves including after notice to terminate the Appointment or if employment has been given by the Executive purports to terminate or the Appointment without due Company, the Board may for all or part of the duration of the notice and the Company has not accepted that resignation period in its absolute discretion require the Executive Executive:
15.1.1 to perform no only such duties whatsoever and may at any time exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation research projects) as it may allocate to the Executive’s home) as ;
15.1.2 not to perform any duties;
15.1.3 not to have any contact with clients/customers of the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company 15.1.4 not to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(c) not have any contact with such employees or communication with any client or customer, professional contact, employee, officer, director, agent or consultant suppliers of the Company or any Group Company except as the Board shall determine;
15.1.5 to disclose to the Board any attempted contact (other than purely social contact) with him made by any client, employee or supplier with whom the prior written consent Executive has been required to have no contact pursuant to this sub-clause;
15.1.6 to take any accrued holiday entitlement;
15.1.7 not to enter any premises of the BoardCompany or any Group Company nor to visit the premises of any of the Company’s or any Group Company’s suppliers or customers;
(d) keep 15.1.8 to resign as a director of the Company informed or from any other office held by him in the Company or any other Group Company; provided always that throughout the period of any such action and subject to the other provisions of this Agreement the Executive’s salary and contractual benefits shall not cease to accrue or be paid (subject to Clause 15.3 below) and provided further that the period of garden leave shall not be for a period exceeding six months in total.
15.2 The Executive acknowledges that such action as set out above taken on the part of the Company shall not constitute a breach of this Agreement of any kind whatsoever nor shall the Executive have any claim against the Company in respect of any such action.
15.3 During any period of garden leave, the Executive shall owe a duty of the utmost good faith to the Company and its Group Companies, must not work for any other person or on his whereabouts (except during own account and shall remain readily contactable and available to work for the Company or any periods taken as holiday) so that he can Group Company. Should the Executive work for any other person or on his own account or fail to be called upon to perform available for work at any duties as required time having been requested by the Company;
(e) assist Company to do so or otherwise be in breach of any handover of his role the provisions of this Agreement, the Executive’s right to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination); and
(g) continue to receive the Salary salary and contractual benefits in the usual wayrespect of such period of non compliance shall be forfeit notwithstanding any other provision of this Agreement.
17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statement.
Appears in 1 contract
Samples: Service Agreement (Travelzoo Inc)
Garden Leave. 17.1 Despite 12.1 Neither the Company nor any other provision in this agreement, the Group Company is under no any obligation to provide the Executive with work and the Company may at any work. At any time if either party serves after notice to terminate the Appointment Employment is given by either party under clause 11 above, or if the Executive purports to terminate the Appointment resigns without giving due notice and the Company has does not accepted that resignation in accept his resignation, the Company may, at its absolute discretion discretion, require the Executive to perform no duties whatsoever and may at take a period of absence called “garden leave” for a maximum period of time equal to the lesser of (a) 6 months or (b) the number of days until the second anniversary of the KeySpan Merger Date (the “Garden Leave Period”). The provisions of this clause shall apply to any time exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six monthsGarden Leave Period.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the 12.2 The Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except require that the Executive shall agree to perform such dutieswill not, projects without prior written consent of the Board, be employed or tasks as may be reasonably assigned to him) for such period as otherwise engaged in the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises conduct of any Group Companyactivity, in each case for such period andwhether or not of a business nature during the Garden Leave Period. Further, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee of the Company and continue to be bound if so requested by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);Executive will not:
(b) if 12.2.1 enter or attend the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee premises of the Group and membership of any organisation and any Office in Company or any other company acquired by reason of Group Company; or
12.2.2 contact or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(c) not have any contact or communication with any customer or client of the Company or customer, professional contact, any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contract); or
12.2.3 contact or have any communication with any employee, officer, director, agent or consultant of the Parent or any other Group Company in relation to the business of the Parent or any other Group Company; or
12.2.4 remain or become involved in any aspect of the business of the Parent or any other Group Company except as required by such companies.
12.3 The Company may require the Executive:
12.3.1 to comply with the provisions of clause 15; and
12.3.2 to immediately resign from any directorship, trusteeships or other offices which he holds in the Parent, any other Group Company or any other company where such directorship or other office is held as a consequence or requirement of the Employment, unless he is required to perform duties to which any such directorship, trusteeship or other office relates in which case he may retain such directorships, trusteeships or other offices while those duties are ongoing. The Executive hereby irrevocably appoints the Company to be his attorney to execute any instrument and do anything in his name and on his behalf to effect his resignation if he fails to do so in accordance with this clause 12.3.2.
12.4 During the Garden Leave Period, the Executive will be entitled to receive his base salary and all contractual benefits (excluding bonuses) in accordance with the terms of this Agreement. Any unused vacation accrued at the commencement of the Garden Leave Period and any vacation accrued during any such period will be deemed to be taken by the Executive during the Garden Leave Period.
12.5 At the end of or at any time during the Garden Leave Period, the Company may, at it sole and absolute discretion, pay the Executive base salary alone (as defined in clause 7.1) in lieu of the balance of any period of notice given by the Company or the Executive (less any deductions the Company is required by law to make). In any event, and in accordance with clause 11.3, the Company’s payment in lieu of the unexpired period of notice, as well as payment of any base salary attributable to the Garden Leave Period, will be completed within 2.5 months following the later of the end of the calendar year or the Company fiscal year that occurs immediately following initial notice under clause 11.2.
12.6 During the Garden Leave Period:
12.6.1 the Executive shall provide such assistance as the Company or any Group Company except with the prior written consent of the Board;
(d) keep the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon may reasonably require to perform any duties as required by the Company;
(e) assist in any effect an orderly handover of his responsibilities to any individual or individuals appointed by the Company or any Group Company to take over his role to another individual, including his successoror responsibilities;
12.6.2 the Executive shall make himself reasonably available to deal with requests for information, provide assistance, be available for meetings and to advise on matters relating to work (f) comply with his obligations under clause 21 (Obligations upon Terminationunless the Company has agreed the Executive may be unavailable for a period); and
(g) continue 12.6.3 the Company may appoint another person to receive carry out his duties in substitution for the Salary and contractual benefits in the usual wayExecutive.
17.4 In 12.7 All duties of the event Employment (whether express or implied), including without limitation the Executive’s duties of any announcement or statement fidelity, good faith and exclusive service, shall continue throughout the Garden Leave Period save as expressly varied by this clause 12.
12.8 The Executive agrees that the exercise by the Company of its rights pursuant to employees, clients and professional contacts or investors concerning this clause 12 shall not entitle the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementclaim that he has been constructively dismissed.
Appears in 1 contract
Samples: Fixed Term Employment Agreement (National Grid PLC)
Garden Leave. 17.1 Despite any other provision in this agreement, 14.1 The Company reserves the Company is under no obligation to provide the Executive with work and the Company may at any time if right where either party serves to this Agreement gives notice (including short or no notice) to terminate the Appointment this Agreement or if the Executive otherwise purports to terminate the Appointment without due notice and CFO’s employment, to:
(a) exclude the CFO from all or any of the Company has not accepted that resignation in its absolute discretion or any Group Company’s places of business; or
(b) to require him to attend one of the Executive Group Company’s offices to perform no duties whatsoever carry out special projects which are reasonably commensurate with his position and may at any time exclude within his skill and competence as directed by the Executive from his place Board; or
(c) to forbid him to contact the employees, clients or work and/or from any premises suppliers of the Company or any Group Company, in each case for such period and, subject relation to clause 6 (Place the business of Work), at such place or places (including without limitation the Executive’s home) as the Company or any Group Company with which he was concerned in its absolute discretion may decide provided that in no event shall the 12 months prior to being put on garden leave during all or any part(s) of the CFO’s contractual notice period be greater than six months(the “Garden Leave Period”).
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which 14.2 Where the Company exercises its rights under clause 17.1 14.1 above, it is relieved from any obligation whatsoever to provide the CFO with work to do, or to allow the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee CFO access to any premises of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the or any Group Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of to have contact with or in connection dealings with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary employees, clients or requisite to give effect to this clause;
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant suppliers of the Company or any Group Company except with the prior written consent of the Board;
(d) keep the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;
(e) assist in any handover of his role to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination); and
(g) continue to receive the Salary and contractual benefits in the usual way.
17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to the business of the Company or any garden leaveGroup Company, or to allow the CFO to carry out his normal duties and the CFO’s normal duties under this Agreement will be suspended during such period.
14.3 During any period of Garden Leave the CFO will, if requested, remain readily contactable by providing telephone and other contact details and be available to work for the Company save when the CFO is on holiday by prior agreement with the Company.
14.4 During the Garden Leave Period the CFO’s salary and all other contractual benefits shall not cease to be payable or provided by reason only of the Company exercising its rights pursuant to sub clauses 14.1(a), (b) and (c) above. The CFO’s holiday will continue to accrue during the Garden Leave period subject to clause 14.6 below. This Clause shall not affect the general right of the Company to suspend in accordance with Clause 12.2 nor affect the rights and obligations of the parties prior to the service of such a notice.
14.5 During the Garden Leave Period the CFO remains an employee of the Company and is bound by the terms of this Agreement (other than to perform work for the Company unless specifically required to do so). In particular, the parties shall cooperate CFO remains bound by his obligations of confidentiality, loyalty, good faith, and mutually agree on exclusive service to the Company, including those obligations set out in schedule 3 which obligations, inter alia, preclude the CFO from taking up any other employment during the Garden Leave Period if it would conflict with such announcement obligations.
14.6 The Company reserves the right to require the CFO to take any accrued or statementoutstanding holiday entitlement during the Garden Leave period.
Appears in 1 contract
Garden Leave. 17.1 Despite 12.1. During the period from 30 June 2018 to the Separation Date the Executive will be placed on garden leave in accordance with clause 24 of the Service Agreement ("Garden Leave"), and during Garden Leave the Executive shall not perform any other provision in this agreement, services for the Company is Employer or any Group Company.
12.2. During Garden Leave the Employer shall be under no obligation to provide any work to, or vest any powers in, the Executive with work Executive, who shall have no right to perform any services for the Employer or any Group Company.
12.3. Notwithstanding clause 12.1 and 12.2, the Company Employer may at any time if either party serves notice to terminate the Appointment or if the Executive purports to terminate the Appointment without due notice and the Company has not accepted that resignation in its absolute discretion require the Executive to perform no duties whatsoever and may at any time exclude (that could be required under the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s homeemployment contract) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such the Garden Leave which duties may be withdrawn at any time at the Employer's discretion. For the avoidance of doubt, the Employer does not currently envisage a requirement to exercise this right but it will retain the right to do so during this period exclude in case of unforeseen circumstances arising. Should the Executive from his place Employer require the Employee to deal with matters more substantive than transition queries/phone assistance or work and/or from require him to return to the office for any premises reason, it will provide the Employee with one week of any Group Company, in each case for such period and, subject to clause 6 (Place notice of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall this requirement.
12.4. During the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“of Garden Leave”) Leave the Executive shall:
12.4.1. continue to receive his salary and all contractual benefits in the usual way (a) subject to the rules of the relevant benefit schemes in force from time to time). The Employer will declare these benefits to HM Revenue and Customs at the appropriate time and the Executive will be liable for any further tax or National Insurance contributions due in relation to them;
12.4.2. remain an employee of the Company Employer and continue to be bound by the terms of his employment contract, save as modified by this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information)clause 12;
(b) if the Board so requests immediately resign 12.4.3. not, without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant of the Company or any Group Company except with the prior written consent of the Board;
(d) keep Company attend his place of work or any other premises of the Employer or any Group Company informed or access the information technology systems of his whereabouts (except during the Employer or any periods taken as holiday) so that he can be called upon to perform any duties as required by the Group Company;
12.4.4. not, without the prior written consent of the Company contact or deal with (eor attempt to contact or deal with) assist in any handover officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of his role to another individual, including his successorthe Employer or any Group Company;
(f) comply with his obligations under clause 21 (Obligations upon Termination); and
(g) continue to receive the Salary and contractual benefits in the usual way.
17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statement.
Appears in 1 contract
Samples: Settlement Agreement (Pra Group Inc)
Garden Leave. 17.1 Despite 16.1 The Company may, by written notice, require the Employee not to perform any other provision in this agreement, services (or to perform only specified services) for the Company is until Termination. The Company reserves the right to invoke this clause following service of notice to terminate the Appointment by either party, or if the Employee purports to terminate the Appointment in breach of contract, or, if the Company so decides, at any time during the Appointment. Any period of Garden Leave shall not normally exceed the notice period referred to in clause 2.1.
16.2 During any period of Garden Leave the Company shall be under no obligation to provide any work to, or vest any powers in, the Executive with work and Employee, who shall have no right to perform any services for the Company.
16.3 During any period of Garden Leave the Company may at any time if either party serves notice to terminate the Appointment or if the Executive purports to terminate the Appointment without due notice and the Company has not accepted that resignation in its absolute discretion require the Executive to perform no duties whatsoever and may at any time exclude the Executive from his place or work and/or Employee from any premises of the Company and/or restrict the Employee’s access to the Company’s or any other Group Company’s computer, in each case for such period andemail, subject to clause 6 (Place of Work)telephone, at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six monthsvoicemail and/or other communications systems and/or databases.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 16.4 During any period in which of Garden Leave the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive Employee shall:
(a) continue to receive the Employee’s salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;
(b) remain an employee of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clauseagreement;
(c) not have any contact or communication with any client or customernot, professional contact, employee, officer, director, agent or consultant of the Company or any Group Company except with without the prior written consent of HR, attend his place of work or any other premises of the BoardCompany;
(d) keep not, without the Company informed prior written consent of his whereabouts HR, contact or deal with (or attempt to contact or deal with) any officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company;
(e) (except during any periods taken as holidayholiday in the usual way) so ensure that he the Employee’s manager knows where the Employee will be and how the Employee can be called upon contacted during each working day and shall comply with any written requests to perform any duties as required by contact a specified employee of the Company;
(e) assist in any handover of his role to another individual, including his successor;Company at specified intervals; and
(f) comply with his obligations under clause 21 (Obligations upon Termination); and
(g) continue to receive not, without the Salary and contractual benefits in prior written consent of HR, access the usual wayCompany’s files, access the Employee’s email account, access the Company’s client relationship management system or any other Company databases.
17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statement.
Appears in 1 contract
Samples: Employment Agreement (WisdomTree Investments, Inc.)
Garden Leave. 17.1 Despite any other provision in this agreement, the Company is under no obligation to provide the Executive with work and the Company may at 13.1 At any time if either party serves after notice to terminate the Appointment Employment is given by either party under clause 12, above, or if the Executive purports to terminate the Appointment resigns without giving due notice and the Company has does not accepted that resignation in its absolute discretion accept his resignation, the Company may require the Executive to perform no duties whatsoever comply with any or all of the provisions in clauses 13.2 and may at 13.3 for a maximum period of twelve (12) months (the Garden Leave Period) from the date that the notice of termination has been given or the date of resignation as appropriate.
13.2 The Executive will not, without prior written consent of the Board, be employed or otherwise engaged in the conduct of any time exclude activity, whether or not of a business nature during the Garden Leave Period. Further, the Executive from his place or work and/or from any premises of any Group Companywill not, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution unless requested by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee enter or attend the premises of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the or any other Group Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);; or
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group contact or which he may hold as nominee have any communication with any client, prospective client or supplier of the Group and membership of any organisation and any Office in Company or any other company acquired by reason Group Company in relation to the business of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute or any documents and to do any things necessary or requisite to give effect to this clause;other Group Company; or
(c) not contact or have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant of the Company or any other Group Company except with in relation to the prior written consent business of the Board;Company or any other Group Company; or
(d) keep remain or become involved in any aspect of the business of the Company informed of his whereabouts (or any other Group Company except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;such companies; or
(e) assist in work either on his own account or on behalf of any handover of his role to another individual, including his successor;other person.
13.3 The Company may require the Executive:
(fa) to comply with his obligations under the provisions of clause 21 (Obligations upon Termination)16; and
(gb) continue to immediately resign (without claim for compensation) from any directorship which he holds in the Company, any other Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless he is required to perform duties to which any such directorship relates in which case he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to be his attorney to execute any instrument and do anything in his name and on his behalf to effect his resignation if he fails to do so in accordance with this clause (b).
13.4 During the Garden Leave Period, the Executive will be entitled to receive the his Salary and all contractual benefits in accordance with the usual wayterms of this Agreement. Any unused holiday accrued at the commencement of the Garden Leave Period and any holiday accrued during any such Period will be deemed to be taken by the Executive during the Garden Leave Period.
17.4 In 13.5 All duties of the event Employment (whether express or implied), including without limitation the Executive’s duties of any announcement or statement to employeesfidelity, clients good faith and professional contacts or investors concerning exclusive service, shall continue throughout the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementGarden Leave Period save as expressly varied by this clause.
Appears in 1 contract
Garden Leave. 17.1 Despite any other provision in this agreement, the Company is under no obligation to provide the Executive with work and the Company may at 13.1 At any time if either party serves after notice to terminate the Appointment Employment is given by either party under clause 12 above, or if the Executive purports to terminate the Appointment resigns without giving due notice and the Company has does not accepted that resignation in its absolute discretion accept his resignation, the Company may require the Executive to perform no duties whatsoever comply with any or all of the provisions in clauses 13.2 and may at any time exclude 13.3 for the Executive from his place or work and/or from any premises of any Group Company, in each case for such unexpired period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s rolenotice period (Garden Leave Period).
13.2 The Executive will not, duties without prior written consent of the Board, be employed or functions otherwise engaged in the conduct of any activity, whether or not of a business nature during the Garden Leave Period. Further, the Executive may elect to perform no duties whatsoever (except that will not, unless requested by the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee enter or attend the premises of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the or any other Group Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);; or
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group contact or which he may hold as nominee have any communication with any client, prospective client or supplier of the Group and membership of any organisation and any Office in Company or any other company acquired by reason Group Company in relation to the business of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute or any documents and to do any things necessary or requisite to give effect to this clause;other Group Company; or
(c) not contact or have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant of the Company or any other Group Company except with in relation to the prior written consent business of the Board;Company or any other Group Company; or
(d) keep remain or become involved in any aspect of the business of the Company informed of his whereabouts (or any other Group Company except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;such companies; or
(e) assist in work either on his own account or on behalf of any handover of his role to another individual, including his successor;other person.
13.3 The Company may require the Executive:
(fa) to comply with his obligations under the provisions of clause 21 (Obligations upon Termination)16; and
(gb) continue to immediately resign (without claim for compensation) from any directorship which he holds in the Company, any other Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless he is required to perform duties to which any such directorship relates in which case he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to be his attorney to execute any instrument and do anything in his name and on his behalf to effect his resignation if he fails to do so in accordance with this clause 13.3(b).
13.4 During the Garden Leave Period, the Executive will be entitled to receive the his Salary and contractual all benefits in accordance with the usual wayterms of this Agreement. Any unused holiday accrued at the commencement of the Garden Leave Period and any holiday accrued during any such Period will be deemed to be taken by the Executive during the Garden Leave Period.
17.4 In 13.5 All duties of the event Employment (whether express or implied), including without limitation the Executive’s duties of any announcement or statement to employeesfidelity, clients good faith and professional contacts or investors concerning exclusive service, shall continue throughout the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementGarden Leave Period save as expressly varied by this clause.
Appears in 1 contract
Garden Leave. 17.1 Despite Notwithstanding any other provision in this agreement, the Company is under no obligation to provide the Executive with work and Agreement the Company may at any time if following the giving of notice by either party serves notice to terminate the Appointment this Agreement, or if the Executive purports to terminate the Appointment without due notice and Agreement in breach of contract, cease to provide work for the Company has not accepted that resignation in its absolute discretion ACTIVE/126725160.2 Executive, or require the Executive to perform no duties whatsoever only such duties, specific projects or tasks expressly assigned by the Company, in which event during such period the other provisions of this Agreement, including those relating to the Executive's remuneration, shall continue to have full force and may effect but the Executive shall not be entitled to access to any premises of the Company or any Associated Company. During such period, the Company shall be entitled at any time exclude to appoint a further executive, director or employee having responsibilities similar to those of the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If act jointly with the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except and in that event the Executive shall agree to perform duties and exercise powers in a manner which shall be consistent with such dutiesappointment. During such period, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee 17.1.1 if requested by the Company, refrain from contacting employees, customers, clients and professional contacts of the Company or any Associated Company except where such employees, customers, clients or professional contacts are personal friends of the Executive and the Executive is contacting them in a personal capacity; and
17.1.2 comply with any requests by the Company in relation to managing, updating, or refraining from updating any social media account held by the Executive containing professional contacts; and
17.1.3 if requested by the Company, cease to be an authorised signatory of the Company, or hold a Power of Attorney for the Company; and
17.1.4 if requested by the Company, take holiday which has accrued up to the commencement of such period, or which accrues during such period, during the period on such day or days as the Company may specify. No contractual holiday entitlement shall accrue during the period itself but, for the avoidance of doubt, the Executive's entitlement to annual leave pursuant to the Working Time Regulations 1998 shall continue to accrue; and
17.1.5 not make any public statements in relation to the Company or any Associated Company or any of its or their officers or employees; and
17.1.6 continue to be bound by the terms of this agreement and the express and implied terms duties of his employment, including including, without limitation, by the duties duty of fidelity and good faith owed to the Company, Company and by the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant of the Company or any Group Company except with the prior written consent of the Board;
(d) keep the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;
(e) assist in any handover of his role to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination); and
(g) continue to receive the Salary and contractual benefits in the usual way4.
17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statement.
Appears in 1 contract
Garden Leave. 17.1 Despite any other provision in this agreement, the Company is under no obligation to provide the Executive with work and the Company may at At any time if either party serves including after notice to terminate the Appointment or if employment has been given by the Executive purports to terminate or the Appointment without due Company, the Board may for all or part of the duration of the notice and the Company has not accepted that resignation period in its absolute discretion require the Executive Executive:
17.1.1 to perform no only such duties whatsoever and may at any time exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation research projects) as it may allocate to the Executive’s home) as ;
17.1.2 not to perform any duties;
17.1.3 not to have any contact with clients of the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information);
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company 17.1.4 not to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(c) not have any contact with such employees or communication with any client or customer, professional contact, employee, officer, director, agent or consultant suppliers of the Company or any Group Company except as the Board shall determine;
17.1.5 to disclose to the Board any attempted contact (other than purely social contact) with her made by any client, employee or supplier with whom the prior written consent Executive has been required to have no contact pursuant to this sub-clause;
17.1.6 to take any accrued holiday entitlement;
17.1.7 not to enter any premises of the BoardCompany or any Group Company nor to visit the premises of any of the Company's or any Group Company's suppliers or customers;
(d) keep 17.1.8 to resign as a director of the Company informed or from any other office held by her in the Company or any other Group Company; provided always that throughout the period of his whereabouts any such action and subject to the other provisions of this Agreement the Executive's salary and contractual benefits shall not cease to accrue or be paid (except during subject to Clause 17.3 below) and provided further that the period of garden leave shall not be for a period exceeding six months in total.
17.2 The Executive acknowledges that such action as set out above taken on the part of the Company shall not constitute a breach of this Agreement of any periods taken as holiday) so that he can kind whatsoever nor shall the Executive have any claim against the Company in respect of any such action.
17.3 During any period of garden leave, the Executive shall owe a duty of the utmost good faith to the Company and its Group Companies, must not work for any other person or on her own account and shall remain readily contactable and available to work for the Company or any Group Company. Should the Executive work for any other person or on her own account or fail to be called upon to perform available for work at any duties as required time having been requested by the Company;
(e) assist Company to do so or otherwise be in breach of any handover of his role the provisions of this Agreement, the Executive's right to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination); and
(g) continue to receive the Salary salary and contractual benefits in the usual wayrespect of such period of non compliance shall be forfeit notwithstanding any other provision of this Agreement.
17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statement.
Appears in 1 contract
Samples: Service Agreement (Netratings Inc)
Garden Leave. 17.1 Despite any other provision 14.1 Following service of notice to terminate the Appointment by either party, or if the Employee purports to terminate the Appointment in this agreementbreach of contract, the Company is may by written notice place the Employee on Garden Leave for the whole or part of the remainder of the Appointment.
14.2 During any period of Garden Leave:
(a) the Company shall be under no obligation to provide any work to the Executive with work Employee and may revoke any powers the Employee holds on behalf of any Group Company;
(b) the Company may require the Employee to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Employee, at any time if either party serves notice to terminate such location (including the Appointment or if the Executive purports to terminate the Appointment without due notice and Employee's home) as the Company has may decide;
(c) the Employee shall continue to receive his basic salary and all contractual benefits in the usual way and subject to the terms of any benefit arrangement;
(d) the Employee shall remain an employee of the Company and bound by the terms of this Agreement (including any implied duties of good faith and fidelity);
(e) the Employee shall ensure that the Chief Executive Officer knows where he will be and how he can be contacted during each working day (except during any periods taken as holiday in the usual way);
(f) the Employee shall not accepted that resignation in its absolute discretion require commence any other employment or engagement;
(g) the Executive to perform no duties whatsoever and Company may at any time exclude the Executive from his place or work and/or Employee from any premises of any Group Company, in each case for such period ; and, subject to clause 6
(Place of Work), at such place or places (including without limitation the Executive’s homeh) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at require the Employee not to contact or deal with (or attempt to contact or deal with) any time during such period exclude the Executive from his place officer, employee, consultant, client, customer, supplier, agent, distributor, shareholder, adviser or work and/or from any premises other business contact of any Group Company.
14.3 The Employee shall on termination of the Appointment or, in each case for such period and, subject to clause 6 (Place of Work)if earlier, at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the start of a period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“of Garden Leave”) the Executive shall:
(a) remain an employee of subject to clause 14.4 deliver to the Company all materials, records and continue to be bound by the terms of this agreement and the express and implied terms of his employmentother information (including, including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) made, compiled or acquired by him during the Appointment and relating to any Group Company or its business contacts, any keys, credit cards and any other property of any Group Company including any car provided by the duties of fidelity and good faith owed to the CompanyCompany which is in his possession, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Information)custody, care or control;
(b) if irretrievably delete any information relating to the Board so requests business of any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession, custody, care or control outside the premises of the Company;
(c) resign immediately resign without claim for compensation from all Offices held any office that he holds in or on behalf of any Group Company; and
(d) confirm in writing his compliance with his obligations under this clause 14.3 if requested to do so by the Group or which Company and provide it with such reasonable evidence of compliance as it may request.
14.4 Where the Employee has been placed on Garden Leave he may hold as nominee shall not be required by clause 14.3 to return until the end of the Group and membership of Garden Leave period any organisation and any Office in any other company acquired by reason of or in connection with property provided to him as a contractual benefit for use during the Appointment and the Executive hereby Appointment.
14.5 The Employee irrevocably appoints the Company to be his attorney in his name and on his behalf to sign, execute any documents and to or do any things necessary such instrument or requisite thing and generally to use his name in order to give effect to this clause;
the Company (cor its nominee) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant the full benefit of the Company or any Group Company except with the prior written consent provisions of the Board;
(d) keep the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;
(e) assist in any handover of his role to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination14.3(c); and
(g) continue to receive the Salary and contractual benefits in the usual way.
17.4 In the event of any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statement.
Appears in 1 contract
Garden Leave. 17.1 Despite any other provision in this agreement, 10.1 After notice of termination has been given by you or the Company is under no obligation to provide the Executive with work and the Company may at any time if either party serves notice to terminate the Appointment or if the Executive purports to terminate the Appointment without due notice and the Company has not accepted that resignation in its absolute discretion require the Executive to perform no duties whatsoever and may at any time exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at its discretion require you, for all or part of your notice period, to comply with any time during such period exclude or all of the Executive following instructions:
(a) not to carry out any further work for the Company or for any Group Company;
(b) to remain away from his place or work and/or from any the Company’s business premises and those of any Group Company (unless given written permission to do otherwise);
(c) not to contact any of the Company’s clients, suppliers or employees or those of any Group Company without the Company’s prior written permission;
(d) to carry out only part of your duties, or to carry out alternative duties or special projects for the Company within your skill set;
(e) to co-operate in the handover of your duties and responsibilities;
(f) to resign from any offices (including as a director) you hold within the Company or any Group Company or by virtue of your employment with us;
(g) to answer, in each case for an honest and helpful way, such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) questions as the Company in its absolute discretion may decide provided that in no event shall reasonably ask of you;
(h) to keep the period be greater than six monthsCompany informed of your whereabouts and contact details and to remain reasonably contactable and available for work.
17.3 10.2 During any such period as described in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 paragraph 10.1 (“Garden Leave”) the Executive shall:
(a) remain an employee Company may appoint another person to carry out some or all of the Company and your duties. You will continue to be bound by the terms of this agreement owe all other duties and the obligations (whether express and or implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed faith) during Garden Leave and you shall continue to receive full pay and benefits (except that you will not accrue any further entitlement to incentive awards or bonus payments in respect of the CompanyGarden Leave period).
10.3 By placing you on Garden Leave, the provisions Company will not be in breach of clauses 13 (Outside Interests) and 20 (Confidential Information);
(b) if the Board so requests immediately resign without claim for compensation from all Offices held in the Group this Agreement or which he may hold as nominee of the Group and membership any implied duty of any organisation kind whatsoever nor will you have any claim against the Company in respect of any such action.
10.4 During any period of Garden Leave you will remain readily contactable and any Office available for work save when on paid holiday taken in any other company acquired accordance with paragraph 8. In the event that you are not available for work having been requested by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name do so, you will, notwithstanding any other provision of this Agreement, forfeit any right to salary and on his behalf contractual benefits.
10.5 During any period of Garden Leave the Company may require you to execute deliver up any documents and to do any things necessary Confidential Information or requisite to give effect to this clause;
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant property of the Company or any Group Company except and upon instruction, delete any emails, spreadsheets or other Confidential Information and you will confirm your compliance with the prior written consent of the Board;
(d) keep the Company informed of his whereabouts (except during any periods taken as holiday) this paragraph 10.5 in writing if requested to do so that he can be called upon to perform any duties as required by the Company;
(e) assist in any handover of his role to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination); and
(g) continue to receive the Salary and contractual benefits in the usual way.
17.4 In 10.6 During any period of Garden Leave the event of Company may require you to take any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementoutstanding holiday entitlement.
Appears in 1 contract
Garden Leave. 17.1 Despite any other provision in this agreement, the Company is under no obligation to provide the Executive with work and the Company may at any time if either party serves notice to terminate the Appointment or if the Executive purports to terminate the Appointment without due notice and the Company has not accepted that resignation in its absolute discretion require the Executive to perform no duties whatsoever and may at any time exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which of notice, and provided that the Company exercises its rights under clause 17.1 continues to pay Base Salary and to provide all benefits to which he is contractually entitled (or to pay a sum in lieu of such benefits) until the Executive exercises termination of his rights under clause 17.2 employment (“Garden Leave”) ), then the Executive shallCompany shall be entitled at its absolute discretion:
(a) remain an employee to require the Appointee not to carry out his duties or to exercise his powers or responsibilities under this Agreement during his notice period (or any part of the Company and continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, the provisions of clauses 13 (Outside Interests) and 20 (Confidential Informationsuch period);
(b) if to require the Board so requests immediately resign without claim for compensation from all Offices held in the Group Appointee not to attend his place of work or which he may hold as nominee of the Group and membership of any organisation and any Office in any other company acquired by reason of or in connection with the Appointment and the Executive hereby irrevocably appoints the Company to be his attorney in his name and on his behalf to execute any documents and to do any things necessary or requisite to give effect to this clause;
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant premises of the Company or any Group Company except or any Joint Venture Business during his notice period (or any part of such period);
(c) to require the Appointee not to make contact with the prior written consent any employees (other than social contact only), agents or customers or clients of the BoardCompany or any Group Company or any Joint Venture Business except as directed by the Company during his notice period (or any part of such period);
(d) keep to require the Company informed Appointee to work from his home and/or to carry out exceptional duties or special projects outside the normal scope of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by and responsibilities conditional on such projects being commensurate with his status and position in the Company;
(e) assist in to announce to employees, clients, suppliers and customers of the Company or any handover Group Company or any Joint Venture Business that the Appointee has been given notice of his role to another individualtermination or resigned (as the case may be).
17.2 Unless the Company agrees otherwise, including his successorthe Appointee will not, during Garden Leave:
(a) do any work, whether paid or unpaid, for any third party:
(b) hold himself out as a director or other officer of the Company or any Group Company or any Joint Venture Business;
(fc) comply with make any comment to any person about the change to his obligations under clause 21 (Obligations upon Termination); and
(g) continue duties, except to receive the Salary and contractual benefits in the usual wayconfirm that he is on Garden Leave.
17.4 In 17.3 The Appointee acknowledges that he remains employed by the event Company and the terms of this Agreement apply during any announcement or statement to employees, clients and professional contacts or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementGarden Leave.
Appears in 1 contract
Samples: Service Agreement (WPP PLC)
Garden Leave. 17.1 Despite During any other provision in this agreementperiod of notice of termination (whether given by the Company or the Employee), the Company is shall be under no obligation to provide assign any duties to the Executive with work Employee and the Company may at any time if either party serves notice shall be entitled to terminate the Appointment or if the Executive purports to terminate the Appointment without due notice exclude her from its premises and the Company has not accepted that resignation in its absolute discretion require the Executive to perform no duties whatsoever and may at any time exclude the Executive from his place or work and/or from any premises those of any Group Company, in each case for and require the Employee not to contact any customers, suppliers or employees provided that this shall not affect the Employee’s entitlement to receive her normal salary and contractual benefits. During any such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation exclusion the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.2 If the Executive serves notice to terminate the Appointment as a result of any material diminution by the Company of the Executive’s role, duties or functions the Executive may elect to perform no duties whatsoever (except that the Executive shall agree to perform such duties, projects or tasks as may be reasonably assigned to him) for such period as the Executive may determine, provided that such period shall not exceed six months. In such event, the Company may at any time during such period exclude the Executive from his place or work and/or from any premises of any Group Company, in each case for such period and, subject to clause 6 (Place of Work), at such place or places (including without limitation the Executive’s home) as the Company in its absolute discretion may decide provided that in no event shall the period be greater than six months.
17.3 During any period in which the Company exercises its rights under clause 17.1 or the Executive exercises his rights under clause 17.2 (“Garden Leave”) the Executive shall:
(a) remain an employee of the Company and Employee will continue to be bound by the terms of this agreement and the express and implied terms of his employment, including without limitation, by the duties of fidelity and good faith owed to the Company, all the provisions of clauses 13 (Outside Interests) this Agreement and 20 (Confidential Information);
(b) if shall at all times conduct herself with good faith towards the Board so requests immediately resign without claim Company. In the event the Company exercises its right to place the Employee on garden leave for compensation from some or all Offices held in the Group or which he may hold as nominee of the Group notice period, the Company shall not, from the date it exercises such right, require the Employee to perform any duties or to be available during her normal working hours. Further the Company expressly permits the Employee to utilise her time looking for and membership of attending interviews or meetings regarding any organisation and any Office in any other company acquired by reason of new employment or in connection engagement which would start after her employment with the Appointment Company terminates subject always to this being in compliance with clause 5, 13, 14 and 21 of this Agreement. 20 directorship
20.1 On the Executive hereby irrevocably appoints termination of the Employment (however arising) or on either the Company to be his attorney in his name and on his behalf to execute or the Employee having served notice of such termination, the Employee shall should she hold any documents and to do any things necessary or requisite to give effect to this clause;such offices:
(c) not have any contact or communication with any client or customer, professional contact, employee, officer, director, agent or consultant 20.1.1 at the request of the Company or any Group Company except with resign from all directorships and offices held by her in the prior written consent Company or any Group Company and shall transfer without payment to the Company or as the Company may direct any nominee shares provided by it, provided however that such resignation shall be without prejudice to any claims which the Employee may have against the Company or any Group Company arising out of the Board;
(d) keep termination of the Company informed of his whereabouts (except during any periods taken as holiday) so that he can be called upon to perform any duties as required by the Company;
(e) assist in any handover of his role to another individual, including his successor;
(f) comply with his obligations under clause 21 (Obligations upon Termination)Employment; and
(g) continue 20.1.2 immediately deliver to receive the Salary Company or any Group Company as directed all materials within the scope of clause 14.3 and contractual benefits all credit cards, motor cars, car keys and other property of or relating to the business of the Company or of any Group Company which may be in her possession or under her power or control, and if the usual wayEmployee should fail to do so the Company is hereby irrevocably authorised to appoint another person to sign any documents and/or do any other things necessary on her behalf in order to give effect to the Employee’s undertaking in this clause 20.1.
17.4 In 20.2 The appointment of the event Employee as a director of the Company or any announcement Group Company is not a term of this Agreement and the Company or statement any Group Company reserves the right to employeesremove the Employee from any such directorship at any time and for any reason. Where the Company or any Group Company exercises this right, clients this shall not amount to a breach of this Agreement and professional contacts shall not give rise to a claim for damages or investors concerning the Executive in relation to any garden leave, the parties shall cooperate and mutually agree on such announcement or statementcompensation.
Appears in 1 contract
