Common use of Garden Leave Clause in Contracts

Garden Leave. Executive will provide a Notice of Termination to the Company no less than 90 days prior to any termination by him of his employment with the Company effective during the Term of Employment, and the Company will provide a Notice of Termination to Executive no less than 90 days prior to terminating Executive’s employment effective during the Term of Employment (other than a termination for Cause); provided that the Company may elect to terminate the Garden Leave (as defined below) early as described below. During this 90-day notice period (the “Garden Leave”), Executive will (i) continue to make himself available to provide such services as the Company may reasonably request (provided only that such services are reasonably consistent with Executive’s status as a senior executive of the Company) and (ii) continue to receive all payments and benefits to which he would otherwise be entitled, except that (notwithstanding anything in this Agreement or elsewhere to the contrary) in the event of a termination (x) by Executive other than with Good Reason, for Disability, or in a termination to which Section 5(m) applies, or (y) by the Company for Cause, Executive will not be eligible to earn any Annual Cash Bonus with respect to any calendar year that ends after the commencement of the Garden Leave. During the Garden Leave, the Company may require Executive to resign from any position with the Company and/or remove any or all of Executive’s duties or responsibilities, which will not constitute Good Reason or otherwise be deemed a violation of this Agreement. Executive agrees that he will not commence employment with any entity during the Term of Employment (including the Garden Leave). During the Garden Leave, Executive will take all steps reasonably requested by the Company to effect a successful transition of client and customer relationships to the person or persons designated by the Company. Notwithstanding the foregoing, the Company in its sole discretion may waive all or any portion of the Garden Leave by providing written notice to Executive accelerating the last day of the Garden Leave period and the Termination Date (provided that, if the termination of Executive’s employment is on account of termination by the Company without Cause or due to Disability, pay in lieu of notice shall be paid for any remaining portion of the 90-day notice period). For the avoidance of doubt, no such shortening of the Garden Leave will be treated as a termination of Executive’s employment by the Company without Cause or as giving Executive any basis for terminating his employment with Good Reason.

Garden Leave. Executive will provide a Notice of Termination to the Company no less than 90 days prior to any termination by him of his employment with the Company effective during the Term of Employment, and the Company will provide a Notice of Termination to Executive no less than 90 days prior to terminating Executive’s employment effective during the Term of Employment (other than a termination for Cause); provided that the Company may elect to terminate the Garden Leave (as defined below) early as described below. During this 90-day notice period (the “Garden Leave”), Executive will (i) continue to make himself available to provide such services as the Company may reasonably request (provided only that such services are reasonably consistent with Executive’s status as a senior executive of the Company) and (ii) continue to receive all payments and benefits to which he would otherwise be entitled, except that (notwithstanding anything in this Agreement or elsewhere to the contrary) in the event of a termination (x) by Executive other than with Good Reason, for Disability, or in a termination to which Section 5(m) applies, or (y) by the Company for Cause, Executive will not be eligible to earn any Annual Cash Bonus with respect to any calendar year that ends after the commencement of the Garden Leave. During the Garden Leave, the Company may require Executive to resign from any position with the Company, including without limitation any position Executive then holds as an officer, director or fiduciary of the Company or any Company-related entity, and/or remove any or all of Executive’s duties or responsibilities, which will not constitute Good Reason or otherwise be deemed a violation of this Agreement. Executive agrees that he will not commence employment with any entity during the Term of Employment (including the Garden Leave). During the Garden Leave, Executive will take all steps reasonably requested by the Company to effect a successful transition of client and customer relationships to the person or persons designated by the Company. Notwithstanding the foregoing, the Company in its sole discretion may waive all or any portion of the Garden Leave by providing written notice to Executive accelerating the last day of the Garden Leave period and the Termination Date (provided that, if the termination of Executive’s employment is on account of termination by the Company without Cause or by Executive for Good Reason or due to Disability, pay in lieu of notice shall be paid for any remaining portion of the 90-day notice period). For the avoidance of doubt, no such shortening of the Garden Leave will be treated as a termination of Executive’s employment by the Company without Cause or as giving Executive any basis for terminating his employment with Good Reason.

Garden Leave. Executive will provide a Notice of Termination to the Company no less than 90 days prior to any termination by him of his Executive’s employment with the Company effective (whether for Good Reason or without Good Reason) during the Term of Employment, other than a termination during the period described in Section 5(e), and the Company will provide a Notice of Termination to Executive no less than 90 days prior to terminating any termination of Executive’s employment effective for Cause or without Cause during the Term of Employment (Employment, other than a termination for Causeduring the period described in Section 5(e); provided that the Company may elect to terminate the Garden Leave (as defined below) early as described belowand Executive’s employment at any time during the Garden Leave if Executive is terminated for Cause. During this 90-day notice period (the “Garden Leave”), Executive will (i) continue to be an employee of the Company and will make himself available to provide such services as directed by the Company may reasonably request (provided only that such services are reasonably consistent with Executive’s status as a senior executive of the Company) Company and (ii) continue to receive all payments be paid his Base Salary and benefits to which he would otherwise be entitled, except that (notwithstanding anything in this Agreement or elsewhere eligible to the contrary) participate in the event of a termination (x) by Executive other than with Good ReasonCompany’s benefits programs, for Disability, or in a termination to which Section 5(m) applies, or (y) by the Company for Cause, Executive but will not be eligible to earn any Annual Cash Bonus annual bonus with respect to any a calendar year that ends after the commencement of the Garden Leave. During the Garden Leave, the Company may require Executive to resign from any position with the Company and/or remove any or all of Executive’s duties or responsibilities, which will not constitute Good Reason or otherwise be deemed a violation of this Agreement. Executive agrees that he will not commence employment with any entity during or in connection with the Term commencement of Employment (including the Garden Leave). During the Garden Leave, Executive will take all steps reasonably requested by the Company to effect a successful transition of client and customer relationships to the person or persons designated by the Company. Notwithstanding the foregoing, the Company in its sole discretion may waive all or any portion of the Garden Leave 90-day notice requirement by providing written notice to Executive accelerating the last day of the Garden Leave period and period; provided that the Termination Date (provided that, if the termination Company’s exercise of Executive’s employment is on account of termination by the Company without Cause its right to waive all or due to Disability, pay in lieu of notice shall be paid for any remaining portion of the 90-day notice period). For requirement and accelerate the avoidance of doubt, no such shortening last day of the Garden Leave period will not be treated as a termination of Executive’s employment by the Company without Cause or as giving Executive any basis for terminating his employment with for Good Reason.

Garden Leave. 2.1 Between 1 August 2013 and the Termination Date, the Executive will provide a Notice of Termination to shall be on paid garden leave. During the garden leave period, the Company no less than 90 days prior to any termination by him of his employment with the Company effective during the Term of Employment, and the Company will provide a Notice of Termination to Executive no less than 90 days prior to terminating Executive’s employment effective during the Term of Employment (other than a termination for Cause); provided that the Company may elect to terminate the Garden Leave (as defined below) early as described below. During this 90-day notice period (the “Garden Leave”), Executive will (i) continue to make himself available shall not be obliged to provide such services the Executive with any work or assign to him any powers, duties or functions. Save as the Company may reasonably request (provided only that such services are reasonably consistent with Executive’s status as a senior executive of the Company) and (ii) continue to receive all payments and benefits to which he would otherwise be entitled, except that (notwithstanding anything in this Agreement or elsewhere to the contrary) in the event of a termination (x) by Executive other than with Good Reason, for Disability, or in a termination to which Section 5(m) applies, or (y) required by the Company for Causeunder clause 2.3 below, Executive will during the garden leave period the Executive: shall be suspended from his duties; shall not be eligible to earn enter any Annual Cash Bonus with respect to any calendar year that ends after the commencement premises of the Garden Leave. During Company or any Group Company; shall not access the Garden Leavecomputer, e-mail, telephone, voicemail and/or other communication systems and/or databases of the Company may require Executive to resign from or any position Group Company; and shall not engage in any contact (whether or not initiated by him) with any customer, client, supplier, other business connection, employee, director, officer, consultant or agent of the Company and/or remove any or all of Executive’s duties or responsibilities, which will not constitute Good Reason or otherwise be deemed a violation of this Agreement. Executive agrees that he will not commence employment with any entity during the Term of Employment (including the Garden Leave). During the Garden Leave, Executive will take all steps reasonably requested by the Company to effect a successful transition of client and customer relationships to the person or persons designated by the Company. Notwithstanding the foregoing, the Company in its sole discretion may waive all or any portion of the Garden Leave by providing written notice to Executive accelerating the last day of the Garden Leave period and the Termination Date (provided that, if the termination of Executive’s employment is on account of termination by the Group Company without Cause or due to Disability, pay except in lieu of notice shall be paid for any remaining portion of the 90-day notice period). a purely social context. 2.2 For the avoidance of doubt, no such shortening during the garden leave period the Executive shall continue to be bound by the duties of fidelity and good faith and shall comply with any and all relevant obligations under the Employment Contract or implied by common law (including but not limited to the duties of confidentiality and trust and confidence). The Executive shall be permitted to undertake duties as a non-executive director of other companies during the garden leave period, subject to obtaining the prior written consent of the Garden Leave will Company to the appointment, such consent not to be treated as a termination unreasonably withheld. 2.3 During the garden leave period, the Company may require the Executive to undertake at his home or at the premises of Executive’s employment the Company or any Group Company or at such place reasonably nominated by the Company without Cause such reasonable duties as the Company may at its discretion assign to him and to provide any reasonable assistance requested by the Company or as giving any Group Company. The Executive shall hold himself available and remain contactable during normal business hours (other than agreed holidays or authorised sickness) to perform any basis such duties or provide any such assistance and shall ensure that the Company has up to date contact details for terminating him. 2.4 During the garden leave period, the Executive is required to take all accrued untaken holiday entitlement, such days to be notified to and subject to agreement by the Company in advance. 2.5 Without prejudice to the Executive’s obligations set out in this clause 2 and under the terms of his Employment Contract, in the event that, during the garden leave period, the Executive receives from any person an offer of employment or engagement (whether oral or in writing) which the Executive is considering whether to accept, the Executive shall immediately inform the Board of the identity of the offeror and provide a description of the principal duties of the position offered. Provided the Board is satisfied that the Executive’s acceptance of such offer would not result in the Executive breaching the non-compete restrictions set out in clause 17.4.3 of the Employment Contract, the Board may, in its discretion, agree to release the Executive from his employment with Good Reasonon a date to be agreed between the Parties prior to 30 April 2014. If such early termination is agreed, the provisions in clause 4.2.2 below shall apply.

Garden Leave. 1. At any time after notice to terminate the Employment is given by either party under clause 12 above, if the Executive will provide a Notice of Termination to the Company no less than 90 days prior to any termination by him of his employment with the Company effective during the Term of Employment, resigns without giving due notice and the Company will provide a Notice does not accept his resignation, if the Executive repudiates or purports to terminate this Agreement in breach of Termination to Executive no less than 90 days prior to terminating Executive’s employment effective during the Term of Employment (other than a termination for Cause); provided that contract, or, if the Company may elect so decides, at any time during this Agreement, the Company may, at its absolute discretion, by written notice require the Executive not to terminate perform any services (or to perform only specified and/or limited services) for the Garden Leave Company or to take a period of absence, (as defined below) early as described below. During this 90-day notice period (the hereinafter called “Garden Leave”), for some or all of the remaining period of notice pursuant to clause 12, which for the avoidance of doubt could be for a maximum period of 12 months (pursuant to clause 12.2) (the “Garden Leave Period”). The provisions of this clause shall apply to any Garden Leave Period. During the Garden Leave Period, the Executive will be entitled to receive full remuneration (i) continue to make himself available to provide such services as other than in respect of bonus and other incentive arrangements for which the Company may reasonably request (provided only that such services are reasonably consistent with Executive’s status as a senior executive discretion of the Company) and (ii) continue to receive all payments and benefits to which he would otherwise be entitled, except that (notwithstanding anything in this Agreement or elsewhere to the contraryBoard Compensation Committee will remain) in accordance with the event terms of a termination (x) by Executive other than with Good Reasonthis Agreement, for Disability, or in a termination to which Section 5(m) applies, or (y) by the Company for Cause, Executive will not be eligible to earn any Annual Cash Bonus with respect to any calendar year that ends after unused holiday accrued at the commencement of the Garden LeaveLeave Period and any holiday accrued during any such period will be deemed to be taken by the Executive during the Garden Leave Period. The Executive will remain an employee of the Company and bound by the terms of his Agreement during the Garden Leave Period. At the end of the Garden Leave Period, the Company may, at its sole and absolute discretion, pay the Executive basic salary (other than in respect of bonus and other incentive arrangements for which the discretion of the Board Compensation Committee will remain) 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), 2. The Company may require that the Executive will not, without prior written consent of the Board or as otherwise permitted pursuant to clause 5 above, be employed or otherwise engaged in the conduct of any activity, whether or not of a business nature, during the Garden Leave Period and further, if so requested by the Company, the Executive will not: (a) enter or attend the premises of the Company or any other Group Company; or (b) contact or have any communication or dealings with (or attempt to contact or have communications or dealings with) with any customer, client, supplier, agent distributor, or other business contact of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or (c) contact or have any communication or dealings with (or attempt to contact or have communications or dealings with) with any employee, officer, director, agent, consultant, shareholder, advisor or other business contact of the Company or any other Group Company in relation to the business of the Company or any other Group Company (other than purely social contact); or (d) remain or become involved in any aspect of the business of the Company or any other Group Company except as required by such companies. 3. During the Garden LeaveLeave Period, the Company may require Executive the Executive: (a) to comply with the provisions of clause 16; and (b) to immediately resign from any position with directorship, trusteeships or other offices which he holds in the Company, any other Group Company and/or remove or any other company where such directorship or all other office is held as a consequence or requirement of Executive’s the Employment, unless he is required to perform duties to which any such directorship, trusteeship or responsibilitiesother office relates in which case he may retain such directorships, which will not constitute Good Reason trusteeship or otherwise be deemed a violation of this Agreementother offices while those duties are ongoing. The Executive agrees that he will not commence employment with any entity during the Term of Employment (including the Garden Leave). During the Garden Leave, Executive will take all steps reasonably requested by 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 a successful transition of client and customer relationships his resignation if he fails to the person or persons designated by the Company. Notwithstanding the foregoing, the Company do so in its sole discretion may waive all or any portion of the Garden Leave by providing written notice to Executive accelerating the last day of the Garden Leave period and the Termination Date (provided that, if the termination of Executive’s employment is on account of termination by the Company without Cause or due to Disability, pay in lieu of notice shall be paid for any remaining portion of the 90-day notice periodaccordance with this clause 13.3(b). For the avoidance of doubt, no such shortening of the Garden Leave will be treated as a termination of Executive’s employment by the Company without Cause or as giving Executive any basis for terminating his employment with Good Reason.

Garden Leave. Executive will provide a Notice of Termination to the Company no less than 90 days prior to any termination by him of his employment with the Company effective during the Term of Employment, and the Company will provide a Notice of Termination to Executive no less than 90 days prior to terminating Executive’s employment effective during the Term of Employment (other than a termination for Cause); provided that the Company may elect to terminate the Garden Leave (as defined below) early as described below. During this 90-day notice period (the “Garden Leave”), Executive will (i) continue to make himself available to provide such services as the Company may reasonably request (provided only that such services are reasonably consistent with Executive’s status as a senior executive of the Company) and (ii) continue to receive all payments and benefits to which he would otherwise be entitled, except that (notwithstanding anything in this Agreement or elsewhere to the contrary) in the event of a termination (x) by Executive other than with Good Reason, for Disability, or in a termination to which Section 5(m) applies, or (y) by the Company for Cause, Executive will not be eligible to earn any Annual Cash Bonus with respect to any calendar year that ends after the commencement of the Garden Leave. Executive shall not be eligible to receive any LTI grants during the Garden Leave. During the Garden Leave, the Company may require Executive to resign from any position with the Company, including without limitation any position Executive then holds as an officer, director or fiduciary of the Company or any Company-related entity, and/or remove any or all of Executive’s duties or responsibilities, which will not constitute Good Reason or otherwise be deemed a violation of this Agreement. Executive agrees that he will not commence employment with any entity during the Term of Employment (including the Garden Leave). During the Garden Leave, Executive will take all steps reasonably requested by the Company to effect a successful transition of client and customer relationships to the person or persons designated by the Company. Notwithstanding the foregoing, the Company in its sole discretion may waive all or any portion of the Garden Leave by providing written notice to Executive accelerating the last day of the Garden Leave period and the Termination Date (provided that, if the termination of Executive’s employment is on account of termination by the Company without Cause or by Executive for Good Reason or due to Disability, pay in lieu of notice shall be paid for any remaining portion of the 90-day notice period). For the avoidance of doubt, no such shortening of the Garden Leave will be treated as a termination of Executive’s employment by the Company without Cause or as giving Executive any basis for terminating his employment with Good Reason.

Garden Leave. Executive will provide a Notice of Termination to the Company no less than 90 days prior to any termination by him her of his her employment with the Company effective during the Term of Employment, and the Company will provide a Notice of Termination to Executive no less than 90 days prior to terminating Executive’s employment effective during the Term of Employment (other than a termination for Cause); provided that the Company may elect to terminate the Garden Leave (as defined below) early as described below. During this 90-day notice period (the “Garden Leave”), Executive will (i) continue to make himself herself available to provide such services as the Company may reasonably request (provided only that such services are reasonably consistent with Executive’s status as a senior executive of the Company) and (ii) continue to receive all payments and benefits to which he she would otherwise be entitled, except that (notwithstanding anything in this Agreement or elsewhere to the contrary) in the event of a termination (x) by Executive other than with Good Reason, for Disability, or in a termination to which Section 5(m) applies, or (y) by the Company for Cause, Executive will not be eligible to earn any Annual Cash Bonus with respect to any calendar year that ends after the commencement of the Garden Leave. During the Garden Leave, the Company may require Executive to resign from any position with the Company, including without limitation any position Executive then holds as an officer, director or fiduciary of the Company or any Company-related entity, and/or remove any or all of Executive’s duties or responsibilities, which will not constitute Good Reason or otherwise be deemed a violation of this Agreement. Executive agrees that he she will not commence employment with any entity during the Term of Employment (including the Garden Leave). During the Garden Leave, Executive will take all steps reasonably requested by the Company to effect a successful transition of client and customer relationships to the person or persons designated by the Company. Notwithstanding the foregoing, the Company in its sole discretion may waive all or any portion of the Garden Leave by providing written notice to Executive accelerating the last day of the Garden Leave period and the Termination Date (provided that, if the termination of Executive’s employment is on account of termination by the Company without Cause or by Executive for Good Reason or due to Disability, pay in lieu of notice shall be paid for any remaining portion of the 90-day notice period). For the avoidance of doubt, no such shortening of the Garden Leave will be treated as a termination of Executive’s employment by the Company without Cause or as giving Executive any basis for terminating his her employment with Good Reason.