Common use of Garden Leave Clause in Contracts

Garden Leave. 27.1 Following notice to terminate the Employment being given by the Company or the Executive or if the Executive purports to terminate the Employment in breach of contract the Company may by written notice require the Executive not to perform any services (or to perform only specified services) for the Company or for any Group Company for all or part of the applicable notice period required under clause 4. 27.2 During any period of Garden Leave the Executive shall: 27.2.1 continue to receive the Salary and other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity), which shall continue in full force and effect; 27.2.3 not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive); 27.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo Board; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the Group. 27.3 In the event that the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement apply.

Garden Leave. 27.1 16.1 Following notice to terminate (whether in the Employment event of a Change of Control or otherwise) the Appointment being given by the Company or the Executive or if the Executive purports to terminate the Employment Appointment in breach of contract the Company may by written notice require the Executive (for a maximum period of six months) not to perform any services (or to perform only specified services) for the Company or for any Group Company for all or part of the applicable notice period required under clause 43. 27.2 16.2 During any period of Garden Leave the Executive shall: 27.2.1 16.2.1 continue to receive receive: 16.2.1.1 the Salary and Salary; 16.2.1.2 other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 16.2.1.3 any instalments due in respect of any unpaid portion of any bonus granted to the Executive other than the bonus payments provided for at clause 7.4, including but not limited to, a similar bonus structure to that approved in the Board Resolution dated 21 October 2013 (as attached at Schedule 1) compensating the Executive for her ineligibility to receive any dividend payments that may be made; and 16.2.1.4 any entitlement to continue to participate in a bonus arrangement during any period of Garden Leave shall be in accordance with clauses 7.5, and 15.6 to 15.8; 16.2.2 remain an employee of the Company and remain bound by his her duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity)otherwise, which shall continue in full force and effect; 27.2.3 16.2.3 save on a purely social basis, not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser customer client supplier agent distributor shareholder employee officer or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive)Company; 27.2.4 16.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo BoardCompany; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 16.2.5 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 16.2.6 provide such reasonable assistance as the Company or any Group Company may require to effect an orderly handover of his her responsibilities to any individual or individuals appointed by the Company or any Group Company to take over his her role or responsibilities;; and 27.2.10 be 16.2.7 make herself available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available during business hours to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the GroupBusiness. 27.3 In the event that the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement apply.

Garden Leave. 27.1 16.1 Following notice to terminate (whether in the Employment event of a Change of Control or otherwise) the Appointment being given by the Company or the Executive or if the Executive purports to terminate the Employment Appointment in breach of contract the Company may by written notice require the Executive (for a maximum period of six months) not to perform any services (or to perform only specified services) for the Company or for any Group Company for all or part of the applicable notice period required under clause 43. 27.2 16.2 During any period of Garden Leave the Executive shall: 27.2.1 16.2.1 continue to receive receive: 16.2.1.1 the Salary and Salary; 16.2.1.2 other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; and 16.2.1.3 any entitlement to continue to participate in a bonus arrangement during any period of Garden Leave shall be in accordance with clauses 7.5 and 15.6 to 15.8; 27.2.2 16.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity)otherwise, which shall continue in full force and effect; 27.2.3 16.2.3 save on a purely social basis, not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser customer client supplier agent distributor shareholder employee officer or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive)Company; 27.2.4 16.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo BoardCompany; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 16.2.5 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 16.2.6 provide such reasonable assistance as the Company or any Group Company may require to 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 or responsibilities;; and 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and 16.2.7 make himself available during business hours to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the GroupBusiness. 27.3 In the event that the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement apply.

Garden Leave. 27.1 16.1 Following notice to terminate (whether in the Employment event of a Change of Control or otherwise) the Appointment being given by the Company or the Executive or if the Executive purports to terminate the Employment Appointment in breach of contract the Company may by written notice require the Executive (for a maximum period of six months) not to perform any services (or to perform only specified services) for the Company or for any Group Company for all or part of the applicable notice period required under clause 43. 27.2 16.2 During any period of Garden Leave the Executive shall: 27.2.1 16.2.1 continue to receive receive: 16.2.1.1 the Salary and Salary; 16.2.1.2 other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 16.2.1.3 any instalments due in respect of the bonus payment due to the Executive pursuant to the Board Resolution dated 21 October 2013 and the policy document in respect of such Board Resolution; 16.2.1.4 any instalments due in respect of any unpaid portion of any bonus granted to the Executive other than the bonus payments provided for at clause 7.5, including but not limited to, a similar bonus structure to that approved in the Board Resolution dated 21 October 2013 compensating the Executive for his ineligibility to receive any dividend payments that may be made; and 16.2.1.5 any entitlement to continue to participate in a bonus arrangement during any period of Garden Leave shall be in accordance with clauses 7.5, and 15.6 to 15.8; 16.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity)otherwise, which shall continue in full force and effect; 27.2.3 16.2.3 save on a purely social basis, not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser customer client supplier agent distributor shareholder employee officer or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive)Company; 27.2.4 16.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo BoardCompany; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 16.2.5 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 16.2.6 provide such reasonable assistance as the Company or any Group Company may require to 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 or responsibilities;; and 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and 16.2.7 make himself available during business hours to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the GroupBusiness. 27.3 In the event that the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement apply.

Garden Leave. 27.1 16.1 Following notice to terminate (whether in the Employment event of a Change of Control or otherwise) the Appointment being given by the Company or the Executive or if the Executive purports to terminate the Employment Appointment in breach of contract the Company may by written notice require the Executive (for a maximum period of six months) not to perform any services (or to perform only specified services) for the Company or for any Group Company for all or part of the applicable notice period required under clause 43. 27.2 16.2 During any period of Garden Leave the Executive shall: 27.2.1 16.2.1 continue to receive receive: 16.2.1.1 the Salary and Salary; 16.2.1.2 other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements;; and 27.2.2 16.2.1.3 any entitlement to continue to participate in a bonus arrangement during any period of Garden Leave shall be in accordance with clauses 7.5, and 15.6 to 15.8. 16.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity)otherwise, which shall continue in full force and effect; 27.2.3 16.2.3 save on a purely social basis, not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser customer client supplier agent distributor shareholder employee officer or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive)Company; 27.2.4 16.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo BoardCompany; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 16.2.5 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 16.2.6 provide such reasonable assistance as the Company or any Group Company may require to 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 or responsibilities;; and 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and 16.2.7 make himself available during business hours to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the GroupBusiness. 27.3 In the event that the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement apply.

Garden Leave. 27.1 20.1 Following service of notice to terminate the Employment being given Appointment by the Company or the Executive either party, or if the Executive purports to terminate the Employment Appointment in breach of contract contract, the Company may by written notice require place the Executive not to perform any services (or to perform only specified services) on Garden Leave for the Company or for any Group Company for all whole or part of the applicable notice period required under clause 4remainder of the Appointment. 27.2 20.2 During any period of Garden Leave Leave: (a) the Company shall be under no obligation to provide any work to the Executive shall:and may revoke any powers the Executive holds on behalf of the Company or any other Group Company; 27.2.1 (b) the Board may require the Executive to carry out alternative duties or to only perform such specific duties as are expressly assigned to the Executive, in either case commensurate with her skills and experience, at such location (including the Executive's home) as the Board may reasonably decide; (c) the Executive shall continue to receive the Salary her basic salary and other all contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangementsarrangement; 27.2.2 (d) the Executive shall remain an employee of the Company and remain bound by his duties and obligations, whether under the terms of this agreement or otherwise (including but not limited to his any implied duty duties of good faith and fidelity), which shall continue in full force and effect; 27.2.3 (e) the Executive shall ensure that the Chief Executive Officer of the Parent knows where she will be and how she can be contacted during each working day (except during any periods taken as holiday in the usual way); (f) the Board may exclude the Executive from any premises of the Company or any other Group Company; and (g) the Board may require the Executive not to contact or deal with (or attempt to contact or deal with) save in a purely social capacityany officer, any customeremployee, consultant, client, Membercustomer, guestprospective client or customer, intermediary, supplier, partner, agent, subcontractor, distributor, shareholder, employeeinvestor, officeradviser, professional adviser any prospective employer of service users or job seekers or other business contact of the Company or any other Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible Company, save for conducting any disciplinary proceedings relating to the Executive); 27.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo Board; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the Groupsocial contact. 27.3 In the event that the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement apply.

Garden Leave. 27.1 15.1 Following notice to terminate the Employment Appointment being given by the Company or the Executive or if the Executive purports to terminate the Employment appointment in breach of contract the Company may by written notice require the Executive not to perform any services (or to perform only specified services) for the Company or for any Group Company for all or part of the applicable notice period required under clause 43.1. 27.2 15.2 During any period of Garden Leave the Executive shall: 27.2.1 15.2.1 continue to receive the Salary and other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 15.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement contractual or otherwise (including but not limited to his implied duty of fidelity)otherwise, which shall continue in full force and effect; 27.2.3 15.2.3 not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser customer client supplier agent distributor shareholder employee officer or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive)President of Wesco Holdings Inc.; 27.2.4 15.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo BoardWesco Holdings Inc.; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 15.2.5 not commence any other employment or engagement (including taking up any directorships or consultancy services)engagement; 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 15.2.6 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and 15.2.7 make himself available to deal with requests for information, to provide assistance, to attend be available for meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the Groupwork. 27.3 15.3 In the event that the Company exercises its rights under clause 27.1 15.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 13.2 and 30.3 13.3 of this agreement apply.

Garden Leave. 27.1 Following 23.1 Despite any other provision in this Agreement the Company is under no obligation to provide the Executive with work and may (if either party serves notice to terminate the Employment being given by the Company or the Executive or if the Executive purports to terminate the Employment in breach of contract without due notice and the Company may by written notice require has not accepted that resignation): (a) Require the Executive not to perform perform: (i) Only a specified part of his normal duties, and no others; (ii) Such duties as it may reasonably require, and no others; or (iii) No duties whatever; and (b) Exclude the Executive from any services (or to perform only specified services) for the Company or for premises of any Group Company for all or part of the applicable notice period required under clause 4Company. 27.2 23.2 During any period of Garden Leave garden leave the Executive shall: 27.2.1 continue to receive the Salary and other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 remain (a) Remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity), which shall continue in full force and effectCompany; 27.2.3 not contact (b) Not (except as a representative of the Company or deal with (the prior written approval of the Board) whether directly or attempt to contact indirectly, paid or deal with) save unpaid, be engaged or concerned in a purely social capacity, the conduct of any customer, client, Member, guest, supplierother actual or prospective business or profession or be or become employee, agent, distributorpartner, shareholderconsultant or director of any other company or firm or assist or have any financial interest in any other such business or profession; (c) Not to have any contact or communication with any client or other business contact, customer, employee, officer, professional adviser director, agent or other business contact consultant of the Company or any Group Company without the prior written consent of Company, except such person(s) as the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive)may direct; 27.2.4 not (unless otherwise requestedd) enter onto the premises of Keep the Company or informed of his whereabouts so that he can be called upon to perform any appropriate duties as required by the Company; (e) If the Company, so requests, resign from any office held by him in any Group Company without the prior written consent of the Board or the ListCo BoardCompany; 27.2.5 if he wishes (f) Continue to take holiday, agree this receive his salary and all contractual benefits in advance with the Board or the ListCo Board; 27.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Groupusual way; and 27.2.11 if requested (g) Continue to be bound by his contractual and without claim for compensation, resign immediately from any directorships or other offices he holds within the Groupimplied duties of good faith and fidelity. 27.3 In (h) If requested, remain readily contactable by providing telephone email details and be available to work for the event that Company save when the Executive is on holiday by prior agreement with the Company. 23.3 If the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave right to place the Executive on garden leave, the Executive shall be set off against and therefore reduce the periods deemed to take any outstanding holiday during such garden leave. The Executive will not accrue any holiday entitlement in respect of any period of notice for which the restrictions he is paid in clauses 30.2 and 30.3 of this agreement applylieu.

Garden Leave. 27.1 Following 13.1 At any time after notice to terminate the Employment being is given by the Company or the Executive either party under clause 12, above, or if the Executive purports to terminate resigns without giving due notice and the Employment in breach of contract Company does not accept his resignation, the Company may by written notice require the Executive not to perform comply with any services (or all of the provisions in clauses 13.2 and 13.3 for a maximum period equal to perform only specified services) for the Company or for any Group Company for all or part duration of the applicable notice period required under clause 4(the “Garden Leave Period”) from the date that the notice of termination has been given or the date of resignation as appropriate. 27.2 During any period of Garden Leave the 13.2 The Executive shall: 27.2.1 continue to receive the Salary and other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 remain an employee of the Company and remain bound by his duties and obligationswill not, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity), which shall continue in full force and effect; 27.2.3 not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser or other business contact of the Company or any Group Company without the prior written consent of the Board Board, be employed or otherwise engaged in the ListCo Board conduct of any activity, whether or not of a business nature during the Garden Leave Period. Further, during the Garden Leave Period the Executive will not, unless requested by the Company: (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive); 27.2.4 not (unless otherwise requesteda) enter onto or attend the premises of the Company or any other Group Company without the prior written consent Company; or (b) contact or have any communication with any client, prospective client or supplier of the Board or the ListCo Board; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 provide such assistance as the Company or any other Group Company may require in relation to effect an orderly handover the business of his responsibilities to any individual or individuals appointed by the Company or any other Group Company to take over his role Company; or (c) contact or responsibilities; 27.2.10 be available for work (whether have any communication with any employee, officer, director, agent or consultant of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or any other Group Company in relation to the Groupbusiness of the Company or any other Group Company; 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; or (e) work either on his own account or on behalf of any other person. 13.3 At any time during the Garden Leave Period, the Company may require the Executive: (a) to comply with the provisions of clause 16; and 27.2.11 if requested and (b) to immediately resign (without claim for compensation, resign immediately ) from any directorships or other offices directorship which he holds within in the GroupCompany, 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 on-going. 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). 27.3 In 13.4 During the event that Garden Leave Period, the Company exercises its rights under clause 27.1 Executive will be entitled to receive his Salary and all contractual benefits in accordance with the terms of this agreement then any 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. 13.5 All duties of the Employment (whether express or implied), including without limitation the Executive’s duties of fidelity, good faith and exclusive service, shall be set off against and therefore reduce continue throughout the periods for which the restrictions in clauses 30.2 and 30.3 of Garden Leave Period save as expressly varied by this agreement applyclause.

Garden Leave. 27.1 Following 22.1 Despite any other provision in this Agreement the Company is under no obligation to provide the Executive with work and may (if either party serves notice to terminate the Employment being given by the Company or the Executive or if the Executive purports to terminate the Employment in breach of contract without due notice and the Company may by written notice require has not accepted that resignation): (a) Require the Executive not to perform perform: (i) Only a specified part of his normal duties, and no others; (ii) Such duties as it may reasonably require, and no others; or (iii) No duties whatever; and (b) Exclude the Executive from any services (or to perform only specified services) for the Company or for premises of any Group Company for all or part of the applicable notice period required under clause 4Company. 27.2 22.2 During any period of Garden Leave garden leave the Executive shall: 27.2.1 continue to receive the Salary and other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 remain (a) Remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity), which shall continue in full force and effectCompany; 27.2.3 not contact (b) Not (except as a representative of the Company or deal with (the prior written approval of the Board) whether directly or attempt to contact indirectly, paid or deal with) save unpaid, be engaged or concerned in a purely social capacity, the conduct of any customer, client, Member, guest, supplierother actual or prospective business or profession or be or become employee, agent, distributorpartner, shareholderconsultant or director of any other company or firm or assist or have any financial interest in any other such business or profession; (c) Not to have any contact or communication with any client or other business contact, customer, employee, officer, professional adviser director, agent or other business contact consultant of the Company or any Group Company without the prior written consent of Company, except such person(s) as the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive)may direct; 27.2.4 not (unless otherwise requestedd) enter onto the premises of Keep the Company or informed of his whereabouts so that he can be called upon to perform any appropriate duties as required by the Company; (e) If the Company, so requests, resign from any office held by him in any Group Company without the prior written consent of the Board or the ListCo BoardCompany; 27.2.5 if he wishes (f) Continue to take holiday, agree this receive his salary and all contractual benefits in advance with the Board or the ListCo Board; 27.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Groupusual way; and 27.2.11 if requested (g) Continue to be bound by his contractual and without claim for compensation, resign immediately from any directorships or other offices he holds within the Groupimplied duties of good faith and fidelity. 27.3 In (h) If requested, remain readily contactable by providing telephone email details and be available to work for the event that Company save when the Executive is on holiday by prior agreement with the Company. 22.3 If the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave right to place the Executive on garden leave, the Executive shall be set off against and therefore reduce the periods deemed to take any outstanding holiday during such garden leave. The Executive will not accrue any holiday entitlement in respect of any period of notice for which the restrictions he is paid in clauses 30.2 and 30.3 of this agreement applylieu.

Garden Leave. 27.1 Following 12.1 Neither the Company nor any Group Company is under any obligation to provide the Executive with any work. At any time after notice to terminate the Employment being is given by either party under clause 11 above, or if the Executive resigns without giving due notice and the Company does not accept his resignation, the Company may, at its absolute discretion, require the Executive to take a period of absence called “garden leave” for a maximum period of 6 months (the “Garden Leave Period”). The provisions of this clause shall apply to any Garden Leave Period. 12.2 The Company may require that the Executive will not, without prior written consent of the Board, be employed or otherwise engaged in the conduct of any activity, whether or not of a business nature during the Garden Leave Period. Further, if so requested by the Company, the Executive will not: 12.2.1 enter or attend the premises of the Company or any other Group Company; or 12.2.2 contact or have any communication with any customer or client 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 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 or if the Executive purports to terminate the Employment in breach of contract (less any deductions the Company may is required by written law to make). In any event, and in accordance with clause 11.4, the Company’s payment in lieu of the unexpired period of notice require will be completed within 2.5 months following the Executive not to perform any services (later of the end of the calendar year or to perform only specified services) for the Company or for any Group Company for all or part of the applicable fiscal year that occurs immediately following initial notice period required under clause 411.2. 27.2 During any period of Garden Leave the Executive shall: 27.2.1 continue to receive the Salary and other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity), which shall continue in full force and effect; 27.2.3 not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive); 27.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo Board; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the Group. 27.3 In the event that the Company exercises its rights under clause 27.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement apply.

Garden Leave. 27.1 26.1 Following notice to terminate the Employment being given by the Company or the Executive or if the Executive purports to terminate the Employment in breach of contract the Company may by written notice require the Executive not to perform any services (or to perform only specified services) for the Company or for any Group Company for all or part of the applicable notice period required under clause 43. 27.2 26.2 During any period of Garden Leave the Executive shall: 27.2.1 26.2.1 continue to receive the Salary and other contractual benefits under this agreement in the usual way and subject to the terms of any benefit arrangements; 27.2.2 26.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity), which shall continue in full force and effect; 27.2.3 26.2.3 not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser or other business contact of the Company or any Group Company without the prior written consent of the Board or the ListCo Board (except the Executive’s 's manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive); 27.2.4 26.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo Board; 27.2.5 26.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 26.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 26.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 26.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 26.2.9 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 26.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating to the Company or the Group; and 27.2.11 26.2.11 if requested and without claim for compensation, resign immediately from any directorships or other offices he holds within the Group. 27.3 26.3 In the event that the Company exercises its rights under clause 27.1 26.1 of this agreement then any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 29.2 and 30.3 29.3 of this agreement apply.

Garden Leave. 27.1 Following Without prejudice to the provisions of Clauses 4.3 (payment in lieu of notice) and 15.2 (summary dismissal), the Company may, once notice to terminate the Employment being of termination has been given by either side require the Executive to cease performing his job for such period or periods of the notice period as the Company or shall in its absolute discretion determine. During any such period of garden leave:- 4.4.1 the Company shall continue to pay the Executive's salary and shall provide all benefits to which he is entitled under this Agreement; 4.4.2 without prejudice to the Company's rights under Clause 5.3 (performance of alternative duties) the Company shall be under no obligation to provide any work for the Executive and shall be entitled to appoint any other person or if persons to perform the Executive purports to terminate the Employment in breach of contract Executive's duties under this Agreement whether on a temporary or a permanent basis; 4.4.3 the Company may by written notice require forbid the Executive not to perform enter any services (Group premises or to perform only specified services) for the Company contact any employees, officers, customers, clients, agents or for any Group Company for all or part suppliers of the applicable notice period required under clause 4.Group without its prior consent; 27.2 During any period of Garden Leave 4.4.4 the Executive shall: 27.2.1 continue to receive , at the Salary and other contractual benefits under this agreement in request of the usual way and subject Board, immediately deliver to the terms of any benefit arrangements; 27.2.2 remain an employee of the Company and remain bound by his duties and obligations, whether under this agreement or otherwise (including but not limited to his implied duty of fidelity), which shall continue in full force and effect; 27.2.3 not contact or deal with (or attempt to contact or deal with) save in a purely social capacity, any customer, client, Member, guest, supplier, agent, distributor, shareholder, employee, officer, professional adviser or other business contact of the Company all or any Group Company without the prior written consent of the Board property in his possession or the ListCo Board (except the Executive’s manager and those individuals responsible for conducting any disciplinary proceedings relating to the Executive); 27.2.4 not (unless otherwise requested) enter onto the premises of the Company or any Group Company without the prior written consent of the Board or the ListCo Board; 27.2.5 if he wishes to take holiday, agree this in advance with the Board or the ListCo Board; 27.2.6 not commence any other employment or engagement (including taking up any directorships or consultancy services); 27.2.7 not access or procure others to access any Company or Group Company computer system or database; 27.2.8 if he is aware of any work matter within his responsibility that needs to be dealt with, inform the Board or the ListCo Board or any individuals responsible for conducting any disciplinary proceedings relating to him immediately; 27.2.9 provide such assistance as the Company or any Group Company may require to 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 or responsibilities; 27.2.10 be available for work (whether of the nature normally performed by the Executive or of a different nature) and make himself available to deal with requests for information, to provide assistance, to attend meetings and to advise on matters relating control which belongs to the Company or which relates to the Group; andbusiness of the Company, including without limitation, all items mentioned in Clauses 15.6.1 and 15.6.2; 27.2.11 if requested and 4.4.5 the Executive shall, at the written request of the Board, (a) immediately resign (without claim for compensation, resign immediately ) from all and any directorships and other offices which he may hold in any Group Company and from any directorships or other offices which he holds within as nominee or representative of any Group Company; and (b) transfer without payment as the Group. 27.3 In Company may direct, any Qualifying Shares held by the Executive in accordance with the articles of association of the Company and/or any other Group Company and in the event that of his failure to do so within 7 days of the said request the Executive hereby irrevocably authorises any director of the Company exercises its rights for the time being in his name and on his behalf to execute any documents or do anything else that is necessary to effect such resignations and transfers; and 4.4.6 for the avoidance of doubt the Executive shall continue to be bound by all the Executive's obligations under clause 27.1 this Agreement insofar as they are compatible with the Executive being on garden leave including, without limit, the Executive's duty of this agreement then good faith and the Executive's duties under Clause 5.5 (Executive not to be employed in any Garden Leave shall be set off against and therefore reduce the periods for which the restrictions in clauses 30.2 and 30.3 of this agreement applyother business).