Common use of JOB TITLE AND DUTIES Clause in Contracts

JOB TITLE AND DUTIES. 3.1 The Executive shall be employed as Managing Director or in such other capacity of like status as the Board may agree with the Executive and shall report to the Board or such other person as the Board may nominate from time to time. 3.2 The Executive shall be an executive director and, subject always to the control of the Board, shall carry out such duties and (without further remuneration) accept such offices and directorships, notwithstanding the Executive’s job title but consistent with the Executive’s status, as may be assigned to the Executive from time to time by the person to whom he reports and by the Board and such duties and/or offices and/or directorships may relate to the business of the Company or of any company in the Group. 3.3 The Executive shall (in addition to observing the Executive’s implied duty of fidelity and duties as a director at law to which the Executive is subject):- 3.3.1 use all proper means to the best of the Executive’s ability to maintain and improve the business of the Company and the companies in the Group and further their respective reputations and interests; 3.3.2 faithfully, efficiently and diligently perform those duties and exercise such powers as are consistent with them which shall from time to time be assigned to or vested in the Executive; 3.3.3 comply with all lawful and reasonable directions, restrictions, rules and regulations from time to time laid down or adopted by the Board; 3.3.4 at all times promptly give to the Board (in writing, if so requested) such information, advice and explanations as it may require in connection with matters relating to the Executive’s employment under this agreement or with the business of the Company or any company in the Group; 3.3.5 immediately disclose to the Board (in writing if so requested) all facts and matters which may or do give rise to a conflict between the Executive’s personal interests and those of the Company or the Group; 3.4 The Executive shall devote himself exclusively to the performance of his duties during normal working hours (8.30am to 5.30pm Monday to Friday inclusive of one hour for lunch daily) and at all other times which may be necessary for the proper performance of his duties except in the case of illness or accident. It is agreed and acknowledged that any additional hours worked by the Executive outside normal business hours fall within Regulation 20(2) WTR on the basis that they are not measured or predetermined and can be determined by the Executive and accordingly that Regulation 4(1) WTR does not apply to such additional hours. In the event that any additional hours worked by the Executive outside normal working hours are not covered by Regulation 20(2) WTR, the Executive agrees that the limit in Regulation 4(1) WTR shall not apply to the Executive. The Executive shall be entitled to withdraw such agreement by giving 3 months’ prior written notice to the Company. 3.5 The Executive’s place of employment shall be within a radius of 50 miles of Xxxxxx Works, Newbridge Industrial Estate, Midlothian. The Executive shall undertake such travel both within and outside the United Kingdom as may be necessary for the proper performance of the Executive’s duties but shall not be obliged (except for occasional visits in the ordinary course of his duties) to reside outside the United Kingdom. 3.6 Notwithstanding any other provision of this agreement, the Company shall not be under any obligation to vest in or assign to the Executive any powers or duties and may without the need to give any reason for so doing during any period of notice served or purported to be served under this agreement:- 3.6.1 require the Executive to perform:- 3.6.1.1 all his normal duties; or 3.6.1.2 a part only of his normal duties and no other; or 3.6.1.3 such other duties as it may require and no others; or 3.6.1.4 no duties whatever; and 3.6.2 suspend or exclude the Executive from all or any premises of the Company and any company in the Group; and 3.6.3 require the Executive not to contact any customers, clients, suppliers or employees of the Company or any company in the Group in connection with the business of the Company or any Company in the Group; and 3.6.4 require the Executive immediately to resign from any directorships which the Executive holds in the Company and any company in the Group (and if the appropriate resignation shall not be signed and delivered to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for and on behalf of the Executive and in the Executive’s name for such purpose); 3.6.5 require the Executive to return to the Company all documents and other materials (including copies) belonging to the Company or any company in the Group. 3.6.6 The Executive’s salary will not cease to be payable (in whole or in part) nor will the Executive cease to be entitled to any other benefits under this agreement nor will the Executive cease to be bound by any express obligations pursuant to this agreement (save as specifically varied by this clause 3.6) by reason only of such requirement as is described in this clause 3.6 and, for the avoidance of doubt, the Executive shall remain bound by his duty of good faith to the Company and the provisions of clause 12 of this agreement. 3.7 If the Executive fails to make himself available for work during any period of notice of termination of the Executive’s employment, other than pursuant to clause 3.6 or in accordance with clauses 6 or 7 or with the prior written permission of the Board, the Executive shall not be entitled to any payment of salary or to any benefits in respect of such absence. 3.8 The Executive shall under no circumstances whatsoever either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business transactions with any company in the Group unless previously agreed with the Board.

JOB TITLE AND DUTIES. 3.1 The Executive shall be employed as Managing Director or in such other capacity Chief Executive Officer of like status as the Board may agree with the Executive Subsidiary, and shall report to the Board or such other person persons as the Board may nominate from time to time. The Executive will be responsible for all day-to-day operations of the Subsidiary and its affiliates including new and existing project operations, new project development, project financing and related activities. 3.2 The Executive shall be an executive director andwill perform the role of Finance Director of the Subsidiary. 3.3 The Executive has been appointed a Director of the Company pursuant to a Shareholder's Agreement dated 18 March 2003 among the Company and certain of its Shareholders (as replaced or amended). Neither the execution of this Service Agreement and the performance by the Executive of the duties set forth herein; nor the termination of the Executive's employment by the Company as provided herein is intended to amend or modify, or have any other affect on, such Shareholder's Agreement. 3.4 The Executive shall, subject always to the control of the Board, shall carry out such duties and (without further remuneration) accept such offices and directorships, notwithstanding the Executive’s his job title but consistent with the Executive’s his status, as may be assigned to the Executive him from time to time by the person to whom he reports and by the Board and such duties and/or offices and/or directorships may relate to the business of the Company Subsidiary or of any company in the Group. 3.3 3.5 The Executive shall (in addition to observing the Executive’s his implied duty of fidelity and his duties as a director at law to which the Executive is subject):-law):- 3.3.1 3.5.1 use all proper means to the best of the Executive’s his ability to maintain and improve the business of the Company Subsidiary and the companies in the Group and further their respective reputations and interests;: 3.3.2 faithfully, efficiently 3.5.2 faithfully and diligently perform those duties and exercise such powers as are consistent with them which shall from time to time be assigned to or vested in the Executivehim; 3.3.3 3.5.3 comply with all lawful and reasonable directions, restrictions, rules and regulations from time to time laid down or adopted by the Board; 3.3.4 3.5.4 at all times promptly give to the Board (in writing, if so requested) such information, advice and explanations as it may require in connection with matters relating to the Executive’s his employment under this agreement or with the business of the Company Subsidiary or any company in the Group; 3.3.5 immediately 3.5.5 disclose to the Board on a timely basis (in writing if so requested) all facts and matters which may or do give rise to a conflict between the Executive’s 's personal interests and those of the Company Subsidiary or the Group;; and 3.4 3.5.6 carry out his duties and exercise his powers jointly with any other person who may at any time be appointed by the Board to act jointly with him. 3.6 The Executive shall devote himself exclusively to the performance of his duties during normal working hours (8.30am which are 9.15am to 5.30pm Monday to Friday inclusive 5.15pm) at his place of one hour for lunch daily) employment and at all other times which may be necessary for the proper performance of his duties except in the case of illness or accident. It is agreed and acknowledged that any additional hours worked by the Executive outside normal business hours fall within Regulation 20(2) WTR on the basis that they are not measured or predetermined and can be determined by the Executive and accordingly that Regulation 4(1) WTR does not apply to such additional hours. In the event that any additional hours worked by the Executive outside normal working hours are not covered by Regulation 20(2) WTR, the Executive agrees that the limit in Regulation 4(1) WTR shall not apply to the Executive. The Executive shall be entitled to withdraw such agreement by giving 3 months’ prior written notice to the Company. 3.5 3.7 The Executive’s 's place of employment shall be at the Subsidiary's premises in Bolton and London or any other place of business within a radius of 50 miles of Xxxxxx Works, Newbridge Industrial Estate, Midlothianthe United Kingdom from where the Subsidiary may operate from time to time. The Executive shall undertake such travel both within and outside the United Kingdom as may be necessary for the proper performance of the Executive’s duties but shall not be obliged (except for occasional visits in the ordinary course of his duties) to reside outside the United Kingdom. 3.6 3.8 Notwithstanding any other provision of this agreement, the Company Board shall not be under any obligation to vest in or assign to the Executive any powers or duties and may without the need to give any reason for so doing during any period of notice served or purported to be served under this agreement:-hereunder: 3.6.1 3.8.1 require the Executive to perform:- 3.6.1.1 3.8.1.1 all his normal duties; or 3.6.1.2 3.8.1.2 a part only of his normal duties and no other; or 3.6.1.3 3.8.1.3 such other duties as it may require and no others; or 3.6.1.4 3.8.1.4 no duties whatever; and 3.6.2 3.8.2 suspend or exclude the Executive from all or any premises of the Company Subsidiary and any company in the Group; and 3.6.3 3.8.3 require the Executive not to contact any customers, clients, suppliers or employees of the Company Subsidiary or any company in the Group in connection with the business of the Company Subsidiary or any Company in the Group; and 3.6.4 3.8.4 require the Executive immediately to resign from any directorships which the Executive holds in the Company and any company in the Group (and if the appropriate resignation shall not be signed and delivered to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for and on behalf of the Executive and in the Executive’s name for such purpose); 3.6.5 require the Executive to return to the Company all documents and other materials (including copies) belonging to the Company Subsidiary or any company in the Group. 3.6.6 . The Executive’s 's salary will not cease to be payable (in whole or in part) nor will the Executive he cease to be entitled to any other benefits under this agreement nor will the Executive cease to be bound by any express obligations pursuant to this agreement (save as specifically varied by this clause 3.6) by reason only of such requirement as is described in this clause 3.6 and, for the avoidance of doubt, the Executive shall remain bound by his duty of good faith to the Company and the provisions of clause 12 of this agreement3.8. 3.7 3.9 If the Executive fails to make himself available for work during any period of notice of termination of the Executive’s 's employment, other than pursuant to clause 3.6 3.8 or in accordance with clauses 6 or 7 or with the prior written permission of the Board, the Executive shall not be entitled to any payment of salary or to any benefits in respect of such absence. 3.8 3.10 The Executive shall under no circumstances whatsoever either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business transactions with any company in the Group unless previously agreed with the Board. The restrictions set out in this clause 3.10 shall not apply to travel and entertainments customarily provided to executives in positions similar to that of the Executive in the normal course of business. For the avoidance of doubt, this will apply to such travel and entertainment provided by customers of and suppliers to the Company.

JOB TITLE AND DUTIES. 3.1 The Executive shall be Employee is employed by the School as Managing Director or a full time OR part-time [POSITION] reporting to [JOB TITLE]. The Employee’s duties may include, but are not limited to, the non-exhaustive list in such other capacity of like status as the Board attached job description which the School may agree with the Executive and shall report to the Board or such other person as the Board may nominate vary from time to timetime in accordance with academic requirements and operational needs or as set out in the letter of appointment. 3.2 The Executive shall be an executive director and, subject always to School may amend the control of the Board, shall carry out such Employee’s duties and (without further remuneration) accept such offices and directorships, notwithstanding the Executive’s job title but consistent with the Executive’s status, as may be assigned to the Executive responsibilities from time to time and may require the Employee to undertake other duties and responsibilities as are necessary to meet the operational needs of the School, its pupils, and the requirements of educational and pastoral standards of service and care. 3.3 The Employee understands and agrees that such flexibility is a core requirement in his/her employment and in signing this Agreement consents to the School making such changes and additions as may be reasonably required from time to time for these purposes. 3.4 It is a condition of the Employee’s continued employment with the School that the Employee will, during the Employee’s Normal Working Weeks: (a) unless prevented by sickness or injury devote the person to whom he reports whole of his/her time, attention and by the Board and such duties and/or offices and/or directorships may relate abilities to the business of the Company or of any company in the Group. 3.3 The Executive shall (in addition to observing the Executive’s implied duty of fidelity and duties as a director at law to which the Executive is subject):- 3.3.1 use all proper means to the best of the Executive’s ability to maintain and improve the business of the Company and the companies in the Group and further their respective reputations and interestsSchool; 3.3.2 faithfully, efficiently (b) diligently and diligently perform those duties with reasonable care and skill exercise such powers and perform such duties as are consistent with them which shall may from time to time be assigned to or vested in the Executivehim/her; 3.3.3 (c) comply with all reasonable and lawful directions and reasonable directions, restrictions, rules and regulations from time instructions given to time laid down or adopted him/her by the BoardSchool; 3.3.4 at all times (d) promptly give to the Board (in writing, if so requested) make such information, advice and explanations as it may require reports in connection with matters relating to the Executive’s employment under this agreement or with the business affairs of the Company or any company in the GroupSchool on such matters and at such times as are reasonably required; 3.3.5 immediately (e) use his/her best endeavours to promote, protect and develop the administrative, academic and pastoral services offered by the School and the School’s and its pupils’ interests; and (f) [maintain a current driving licence at all times;] (g) promptly disclose to the Board (in writing if so requested) all facts and matters which may or do give rise to a conflict between Principal any overpayment made by the Executive’s personal interests and those of the Company or the Group; 3.4 The Executive shall devote himself exclusively School to the performance of his duties during normal working hours (8.30am to 5.30pm Monday to Friday inclusive of one hour for lunch daily) and at all other times which may be necessary for the proper performance of his duties except in the case of illness or accident. It is agreed and acknowledged that any additional hours worked by the Executive outside normal business hours fall within Regulation 20(2) WTR on the basis that they are not measured or predetermined and can be determined by the Executive and accordingly that Regulation 4(1) WTR does not apply to such additional hours. In the event that any additional hours worked by the Executive outside normal working hours are not covered by Regulation 20(2) WTR, the Executive agrees that the limit in Regulation 4(1) WTR shall not apply to the Executive. The Executive shall be entitled to withdraw such agreement by giving 3 months’ prior written notice to the CompanyEmployee. 3.5 The ExecutiveEmployee will comply with any rules, policies and procedures set out by the School from time to time; copies of which are available from the School’s place intranet (Fronter). For the avoidance of doubt the contents of the School’s policies and procedures do not form part of the Employee’s terms and conditions of employment shall be within a radius of 50 miles of Xxxxxx Works, Newbridge Industrial Estate, Midlothianwith the School and are not intended to have contractual effect. The Executive shall undertake such travel both School may amend its policies and procedures at any time and will notify the Employee of any changes within and outside the United Kingdom as may be necessary for the proper performance at least one month of the Executive’s duties but shall not be obliged (except for occasional visits in the ordinary course of his duties) to reside outside the United Kingdomthose changes taking effect. 3.6 Notwithstanding any other provision of this agreementAll documents, manuals, hardware and software provided for the Company shall not be under any obligation to vest in or assign to Employee's use by the Executive any powers or duties and may without the need to give any reason for so doing during any period of notice served or purported to be served under this agreement:- 3.6.1 require the Executive to perform:- 3.6.1.1 all his normal duties; or 3.6.1.2 a part only of his normal duties and no other; or 3.6.1.3 such other duties as it may require and no others; or 3.6.1.4 no duties whatever; and 3.6.2 suspend or exclude the Executive from all or any premises of the Company School, and any company in the Group; and 3.6.3 require the Executive not to contact any customers, clients, suppliers data or employees of the Company or any company in the Group in connection with the business of the Company or any Company in the Group; and 3.6.4 require the Executive immediately to resign from any directorships which the Executive holds in the Company and any company in the Group (and if the appropriate resignation shall not be signed and delivered to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for and on behalf of the Executive and in the Executive’s name for such purpose); 3.6.5 require the Executive to return to the Company all documents and other materials (including copies) belonging to produced, maintained or stored on the Company School's computer systems or any company in other electronic equipment (including mobile phones and lap tops), remain the Group. 3.6.6 The Executive’s salary will not cease to be payable (in whole or in part) nor will the Executive cease to be entitled to any other benefits under this agreement nor will the Executive cease to be bound by any express obligations pursuant to this agreement (save as specifically varied by this clause 3.6) by reason only of such requirement as is described in this clause 3.6 and, for the avoidance of doubt, the Executive shall remain bound by his duty of good faith to the Company and the provisions of clause 12 of this agreement. 3.7 If the Executive fails to make himself available for work during any period of notice of termination property of the Executive’s employment, other than pursuant to clause 3.6 or in accordance with clauses 6 or 7 or with the prior written permission of the Board, the Executive shall not be entitled to any payment of salary or to any benefits in respect of such absenceSchool. 3.8 The Executive shall under no circumstances whatsoever either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business transactions with any company in the Group unless previously agreed with the Board.

JOB TITLE AND DUTIES. 3.1 2.1 The Company shall employ the Executive and the Executive shall serve as Senior Vice President International of the United States Can Company and President of its European Operations. The Executive will report directly to the President. The Executive will serve on the Executive Committee of the United States Can Company. 2.2 The Executive shall be employed as Managing Director or in during his employment under this agreement: 2.2.1 perform such other capacity of like status duties and exercise such powers as the Board President may agree with the Executive and shall report to the Board or such other person as the Board may nominate from time to time. 3.2 The Executive shall be an executive director and, subject always time reasonably assign to the control of the Board, shall carry out him and such duties and (without further remuneration) accept powers may relate or concern the business of any Group Company including serving on the board of directors or other executive body or committee or board of trustees of or relating to such offices and directorships, notwithstanding the Executive’s job title but consistent with the Executive’s status, Group Company as may be assigned to the Executive required from time to time by the person President; 2.2.2 well and faithfully serve the Group Companies and use his utmost endeavours to whom he reports and by the Board and such duties and/or offices and/or directorships may relate promote their interests; 2.2.3 give to the business President such information regarding the affairs of Group Companies as it requires; and 2.2.4 at all times conform to the reasonable directions of the Company or of any company in the GroupPresident. 3.3 2.3 The Executive shall (in addition to observing the Executive’s implied duty of fidelity and duties as a director at law to which the Executive is subject):- 3.3.1 use all proper means to the best of the Executive’s ability to maintain and improve the business of the Company and the companies in the Group and further their respective reputations and interests; 3.3.2 faithfully, efficiently and diligently perform those duties and exercise such powers as are consistent with them which shall from time to time be assigned to or vested in the Executive; 3.3.3 comply with all lawful and reasonable directions, restrictions, rules and regulations from time to time laid down or adopted by the Board; 3.3.4 at all times promptly give to the Board (in writing, if so requested) such information, advice and explanations as it may require in connection with matters relating to the Executive’s during his employment under this agreement or with the business of the Company or any company in the Group; 3.3.5 immediately disclose to the Board (in writing if so requested) all facts and matters which may or do give rise to a conflict between the Executive’s personal interests and those of the Company or the Group; 3.4 The Executive shall devote himself exclusively to the performance of his duties during normal working hours (8.30am to 5.30pm Monday to Friday inclusive at his place of one hour for lunch daily) employment and at all other times which may be necessary for the proper performance of his duties except duties, unless prevented by ill health from doing so. 2.4 The Executive shall not directly or indirectly enter into, or be concerned or interested in, any trade, business or occupation other than the business of the Group except: 2.4.1 with the prior written consent of the President, but consent may be given subject to any terms or conditions which the President requires, a breach of which shall be deemed to be a breach of the terms of this agreement; or 2.4.2 as a holder of not more than 3% of any class of shares, debentures or other securities in a company which is listed or dealt in on a Recognised Investment Exchange. 2.5 The Executive's place of employment shall be at Southall. The Executive may be required, on not less than 3 months' notice, to be permanently employed at any other place within the case of illness or accident. It is agreed and acknowledged that any additional hours worked by the Executive outside normal business hours fall within Regulation 20(2) WTR on the basis that they are not measured or predetermined and can be determined by the Executive and accordingly that Regulation 4(1) WTR does not apply to such additional hoursUnited Kingdom. In the event that any additional hours worked by the Executive outside normal working hours are not covered by Regulation 20(2) WTR, the Executive agrees that the limit in Regulation 4(1) WTR shall not apply to the Executive. The Executive shall be entitled to withdraw such agreement by giving 3 months’ prior written notice to the Company. 3.5 The Executive’s place of employment shall be within a radius of 50 miles of Xxxxxx Works, Newbridge Industrial Estate, Midlothian. The Executive shall undertake such travel both within and outside the United Kingdom as may be necessary for the proper performance of the Executive’s duties but shall not be obliged (except for occasional visits in the ordinary course of his duties) to reside outside the United Kingdom. 3.6 Notwithstanding any other provision of this agreement, the Company shall not be under any obligation exercises its right to vest in or assign to the Executive any powers or duties and may without the need to give any reason for so doing during any period of notice served or purported to be served under this agreement:- 3.6.1 require the Executive to perform:- 3.6.1.1 all his normal duties; or 3.6.1.2 a part only of his normal duties and no other; or 3.6.1.3 such other duties as it be permanently employed at another place, the relocation arrangements under clause 3.7 will apply. The Executive may require and no others; or 3.6.1.4 no duties whatever; and 3.6.2 suspend or exclude the Executive from all or any premises of the Company and any company in the Group; and 3.6.3 require the Executive not be required to contact any customers, clients, suppliers or employees of the Company or any company in the Group in connection with travel on the business of the a Group Company. 2.6 The Company or any Company in the Group; and 3.6.4 require may suspend the Executive immediately to resign from for not more than 30 days on full pay for the purpose of investigating the substance of any directorships which the Executive holds in the Company and any company in the Group (and if the appropriate resignation shall not be signed and delivered to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for and on behalf of disciplinary matter involving the Executive and in the Executive’s name for such purpose); 3.6.5 require the Executive to return to the Company all documents and other materials (including copies) belonging to the Company or any company in the Groupholding a disciplinary hearing. 3.6.6 The Executive’s salary will not cease to be payable (in whole or in part) nor will the Executive cease to be entitled to any other benefits under this agreement nor will the Executive cease to be bound by any express obligations pursuant to this agreement (save as specifically varied by this clause 3.6) by reason only of such requirement as is described in this clause 3.6 and, for the avoidance of doubt, the Executive shall remain bound by his duty of good faith to the Company and the provisions of clause 12 of this agreement. 3.7 If the Executive fails to make himself available for work during any period of notice of termination of the Executive’s employment, other than pursuant to clause 3.6 or in accordance with clauses 6 or 7 or with the prior written permission of the Board, the Executive shall not be entitled to any payment of salary or to any benefits in respect of such absence. 3.8 The Executive shall under no circumstances whatsoever either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business transactions with any company in the Group unless previously agreed with the Board.

JOB TITLE AND DUTIES. 3.1 The Executive shall be employed as Managing Director Chief Financial Officer or in such other capacity of like status as the Board may agree with the Executive shall determine and shall report to the Board Chief Executive Officer or such other person as the Board may nominate from time to time. 3.2 The Executive shall be an executive director and, subject always to the control of the Board, shall carry out such duties and (without further remuneration) accept such offices and directorships, notwithstanding the Executive’s job title but consistent with the Executive’s statustitle, as may be assigned to the Executive from time to time by the person to whom he reports and by the Board and such duties and/or offices and/or directorships may relate to the business of the Company or of any company in the Group. 3.3 The Executive shall (in addition to observing the Executive’s implied duty of fidelity and duties as a director at law to which the Executive is subject):- 3.3.1 use all proper means to the best of the Executive’s ability to maintain and improve the business of the Company and the companies in the Group and further their respective reputations and interests; 3.3.2 faithfully, efficiently and diligently perform those duties and exercise such powers as are consistent with them which shall from time to time be assigned to or vested in the Executive; 3.3.3 comply with all lawful and reasonable directions, restrictions, rules and regulations from time to time laid down or adopted by the Board; 3.3.4 at all times promptly give to the Board (in writing, if so requested) such information, advice and explanations as it may require in connection with matters relating to the Executive’s employment under this agreement or with the business of the Company or any company in the Group; 3.3.5 immediately disclose to the Board (in writing if so requested) all facts and matters which may or do give rise to a conflict between the Executive’s personal interests and those of the Company or the Group; 3.3.6 carry out the Executive’s duties and exercise the Executive’s powers jointly with any other person who may at any time be appointed by the Board to act jointly with the Executive; 3.3.7 not during the continuance of his employment speak in public or write any article for publication on any matter connected with or relating to the business of the Company or the Group without first obtaining the approval of the CEO; and 3.3.8 not at any time knowingly or willingly do or cause or permit to be done anything which is calculated or may tend to prejudice or injure the interests of the Group and, if during the continuance of this agreement, the Executive shall learn of any act or omission by any other person (whether or not employed by any company in the Group) which is calculated or may tend to prejudice or injure the interests of the Group the Executive shall promptly report it to the Board giving all necessary particulars. 3.4 The Subject to clause 12, the Executive shall devote himself exclusively to the performance of his duties during normal working hours (8.30am to 5.30pm Monday to Friday inclusive of one hour for lunch daily) and at all other times which may be necessary for the proper performance of his duties except in the case of illness or accident. It is agreed and acknowledged that any additional hours worked by the Executive outside normal business hours fall within Regulation 20(2) WTR on the basis that they are not measured or predetermined and can be determined by the Executive and accordingly that Regulation 4(1) WTR does not apply to such additional hours. In the event that any additional hours worked by the Executive outside normal working hours are not covered by Regulation 20(2) WTR, the Executive agrees that the limit in Regulation 4(1) WTR shall not apply to the Executive. The Executive shall be entitled to withdraw such agreement by giving 3 months’ prior written notice to the Company. 3.5 The Executive’s place of employment shall be at 15 – 00 Xxxxxxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxxx XX0 0XX or any place of business within a radius of 50 miles of Xxxxxx Works, Newbridge Industrial Estate, Midlothianthe United Kingdom from where the Company may operate from time to time. The Executive shall undertake such travel both within and outside the United Kingdom as may be necessary for the proper performance of the Executive’s duties but shall not be obliged (except for occasional visits in the ordinary course of his duties) to reside outside the United Kingdom. 3.6 Notwithstanding any other provision of this agreement, the Company shall not be under any obligation to vest in or assign to the Executive any powers or duties and may without the need to give any reason for so doing during any period of notice served or purported to be served under this agreement:- 3.6.1 require the Executive to perform:- 3.6.1.1 all his normal duties; or 3.6.1.2 a part only of his normal duties and no other; or 3.6.1.3 such other duties as it may require and no others; or 3.6.1.4 no duties whatever; and 3.6.2 suspend or exclude the Executive from all or any premises of the Company and any company in the Group; and 3.6.3 require the Executive not to contact certain specific or not to contact any customers, clients, suppliers or employees of the Company or any company in the Group in connection with the business of the Company or any Company in the Group; and 3.6.4 require the Executive immediately to resign from any directorships which the Executive holds in the Company and any company in the Group (and if the appropriate resignation shall not be signed and delivered to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for and on behalf of the Executive and in the Executive’s name for such purpose); 3.6.5 require the Executive to return to the Company all documents and other materials (including copies) belonging to the Company or any company in the Group. 3.6.6 . The Executive’s salary will not cease to be payable (in whole or in part) nor will the Executive cease to be entitled to any other benefits under this agreement nor will the Executive cease to be bound by any express obligations pursuant to this agreement (save as specifically varied by this clause 3.6) by reason only of such requirement as is described in this clause 3.6 and, for the avoidance of doubt, the Executive shall remain bound by his duty of good faith to the Company and the provisions of clause 12 of this agreement. 3.7 If the Executive fails to make himself available for work during any period of notice of termination of the Executive’s employment, other than pursuant to clause 3.6 or in accordance with clauses 6 or 7 or with the prior written permission of the Board, the Executive shall not be entitled to any payment of salary or to any benefits in respect of such absence. 3.8 The Executive shall under no circumstances whatsoever either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business transactions with any company in the Group unless previously agreed with the Board.

JOB TITLE AND DUTIES. 3.1 The Executive shall be employed as Managing Technical Director or in such other capacity of like status as the Board may agree with the Executive shall reasonably determine and shall report to the Board or such other person as the Board may nominate from time to time. 3.2 The Executive shall be an executive director andshall, subject always to the control of the Board, shall carry out such duties and (without further remuneration) accept such offices and directorships, notwithstanding the Executive’s job title but consistent with the Executive’s status, as may be assigned to the Executive from time to time by the person to whom he reports and by the Board and such duties and/or offices and/or directorships may relate to the business of the Company or of any company in the Group. 3.3 The Executive shall (in addition to observing the Executive’s implied duty of fidelity and duties as a director at law to which the Executive is subject):-shall:— 3.3.1 use all proper means to the best of the Executive’s ability to maintain and improve the business of the Company and the companies in the Group and further their respective reputations and interests; 3.3.2 faithfully, efficiently and diligently perform those duties and exercise such powers as are consistent with them which shall from time to time be assigned to or vested in the Executive; 3.3.3 comply with all lawful and reasonable directions, restrictions, rules and regulations from time to time laid down or adopted by the Board; 3.3.4 at all times promptly give to the Board (in writing, if so requested) such information, advice and explanations as it may require in connection with matters relating to the Executive’s employment under this agreement or with the business of the Company or any company in the Group; 3.3.5 immediately disclose to the Board (in writing if so requested) all facts and matters which may or do give rise to a conflict between the Executive’s personal interests and those of the Company or the Group; 3.3.6 carry out the Executive’s duties and exercise the Executive’s powers jointly with any other person who may at any time be appointed by the Board to act jointly with the Executive; 3.3.7 not at any time knowingly or willingly do or cause or permit to be done anything which is calculated or may tend to prejudice or injure the interests of the Group and, if during the continuance of this agreement, the Executive shall learn of any act or omission by any other person (whether or not employed by any company in the Group) which is calculated or may tend to prejudice or injure the interests of the Group the Executive shall promptly report it to the Board giving all necessary particulars; and 3.3.8 at all times comply with and observe the Model Code. 3.4 The Executive shall be required to work three working days per week, such days to be agreed between the Company and the Executive, having regard to the needs of the Company’s business. In the absence of such agreement, the Company may direct which three working days the Executive shall work. The Executive shall devote himself exclusively to the performance of his duties during normal working hours (8.30am to 5.30pm Monday to Friday inclusive of one hour for lunch daily) and at all other times which may be necessary for the proper performance of his duties except in the case of illness or accident. It is agreed and acknowledged that any additional hours worked by the Executive outside normal business hours fall within Regulation 20(2) WTR on the basis that they are not measured or predetermined and can be determined by the Executive and accordingly that Regulation 4(1) WTR does not apply to such additional hours. In the event that any additional hours worked by the Executive outside normal working hours are not covered by Regulation 20(2) WTR, the Executive agrees that the limit in Regulation 4(1) WTR shall not apply to the Executive. The Executive shall be entitled to withdraw such agreement by giving 3 months’ months prior written notice to the Company. 3.5 The Executive’s place of employment shall be within a radius of 50 miles of Xxxxxx Worksat Hostmoor Avenue, Newbridge Industrial Estate, MidlothianMarch or such other place in the United Kingdom as the Company may determine. The Executive shall undertake such travel both within and outside the United Kingdom as may be necessary for the proper performance of the Executive’s duties but shall not be obliged (except for occasional visits in the ordinary course of his duties) to reside outside the United Kingdom. 3.6 Notwithstanding any other provision of this agreement, the Company shall not be under any obligation to vest in or assign to the Executive any powers or duties and may without the need to give any reason for so doing during any period of notice served or purported to be served under this agreement:-agreement:— 3.6.1 require the Executive to perform:- 3.6.1.1 all his normal duties; or 3.6.1.2 a part only of his normal duties and no other; or 3.6.1.3 such other duties as it may require and no others; or 3.6.1.4 no duties whatever; and 3.6.2 suspend or exclude the Executive from all or any premises of the Company and any company in the Group; and 3.6.3 require the Executive not to contact any customers, clients, suppliers or employees of the Company or any company in the Group in connection with the business of the Company or any Company in the Group; and 3.6.4 require the Executive immediately to resign from any directorships which the Executive holds in the Company and any company in the Group (and if the appropriate resignation shall not be signed and delivered to the Board within seven days after such request the Executive agrees that the Board may appoint any director of the Company to sign such notice of resignation for and on behalf of the Executive and in the Executive’s name for such purpose); 3.6.5 require the Executive to return to the Company all documents and other materials (including copies) belonging to the Company or any company in the Group. 3.6.6 . The Executive’s salary will not cease to be payable (in whole or in part) nor will the Executive cease to be entitled to any other benefits under this agreement nor will the Executive cease to be bound by any express obligations pursuant to this agreement (save as specifically varied by this clause 3.6) by reason only of such requirement as is described in this clause 3.6 and, for the avoidance of doubt, the Executive shall remain bound by his duty of good faith to the Company and the provisions of clause 12 of this agreement. 3.7 If the Executive fails to make himself available for work during any period of notice of termination of the Executive’s employment, other than pursuant to clause 3.6 or in accordance with clauses 6 or 7 or with the prior written permission of the Board, the Executive shall not be entitled to any payment of salary or to any benefits in respect of such absence. 3.8 The Executive shall under no circumstances whatsoever either directly or indirectly receive or accept for his own benefit any commission, rebate, discount, gratuity or profit from any person, company or firm having business transactions with any company in the Group unless previously agreed with the Board.