Common use of OBLIGATIONS DURING EMPLOYMENT Clause in Contracts

OBLIGATIONS DURING EMPLOYMENT. a. During his employment, the Executive shall: i. serve the Company to the best of his ability in the capacity of its Executive Chairman, the highest-ranking executive of the Company, and, so long as the Company shall maintain an Office of the Executive Chairman (“OEC”), shall serve as the senior member of the OEC; ii. faithfully and diligently perform such duties and exercise such powers as the Board may from time to time properly assign to or confer upon him insofar as such duties and powers are consistent with his position; iii. if and so long as the Board so directs (and the Executive agrees), perform and exercise such duties and powers on behalf of any Subsidiary and act as a director or other officer of any Subsidiary; provided, that (A) such duties are ancillary to his position with the Company, and (B) this Agreement shall not be assigned to any other Subsidiary at any time; iv. do all as is reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Company, all at the expense of the Company (subject to compliance with Section 11); v. at all times and in all material respects (A) conform to and comply with (1) any lawful direction of the Board serving a reasonable business purpose and not inconsistent with this Agreement, (2) the provisions of the Company’s Certificate of Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of the Company or any Subsidiary, and (B) conform to and so far as he is able to comply with the conditions to and terms of any license (the terms of which he is first made aware of by the Company) granted to the Company or any Subsidiary; and vi. prior to assuming any position as director, manager, general partner, officer or similar position with of any other business entity, (“Other Entity”), provide the Board with written notice specifying the nature of the expected engagement, the business activities in which the Other Entity is engaged; and the amount of time per month the Executive anticipates will be devoted to the activities of the Other Entity. The Executive shall not take on any such engagement with the Other Entity unless (i) he shall have confirmed to the Board in writing that the Other Entity has waived any obligation of Executive to disclose to it any Corporate Opportunities that may conflict with the Executive’s obligations pursuant to Section 4(a)(iii) hereof, and (ii) the Board shall have approved such engagement. In addition, in connection with any engagement of Executive by any Other Entity, either currently in existence or which may be authorized by the Board in the future, Executive shall provide to the Board (in writing if so requested) all information, explanations and assistance regarding the outside activities of Executive as the Board may lawfully require for any reasonable business purpose in connection with the business and affairs of the Company. b. Should the Company give notice to the Executive to terminate this Agreement pursuant to Section l4 (b), the Company may, at any time during the continuance of the Executive’s employment after such notice is given, require the Executive not to attend work and/or not to undertake any or all of his duties and may assign other duties to him. During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Section 3(a), the Company: i. shall not be obligated to provide the Executive with any work; ii. may require the Executive to resign as a director of the Company and of any Subsidiary; and iii. shall continue to pay to the Executive’s Salary and provide any other benefits to which he is contractually entitled, and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive’s attention is particularly drawn to Section 13 below), provided, that the Executive shall not be subject to the limitations of Section 4(a)(i) or Section 4(b)(iv) hereof during the notice period.

OBLIGATIONS DURING EMPLOYMENT. a. During his their employment, the Executive shall: i. serve the Company to the best of his their ability in the capacity of its Executive Chairman, the highest-ranking executive of the Company, and, so long as the Company shall maintain an Office of the Executive Chairman (“OEC”), shall serve as the senior member of the OECVice President and General Counsel; ii. be responsible for overseeing the company’s legal and compliance departments and functions, as well as regulatory reporting and filing obligations with, among others, the United States Securities and Exchange Commission; iii. faithfully and diligently perform such additional duties and exercise such powers as the Board of Directors of the Parent Company (“Board”) may from time to time properly assign to or confer upon him the Executive insofar as such duties and powers are consistent with his their position; iiiiv. if and so long as the Board so directs (and the Executive agrees)directs, perform and exercise such duties and powers on behalf of the Parent and any Subsidiary subsidiary (as defined in section 1159 of the Companies Act 2006) (“Subsidiary”) and act as a director or other officer of any SubsidiarySubsidiary of the Parent Company or the Company; provided, that (A) such duties are ancillary to his position with the Company, and (B) this Agreement shall not be assigned to any other Subsidiary at any time; ivv. resign any appointment as a director or officer if requested by the Board of the Parent Company at any time without any claim for damages or compensation; vi. do all as is reasonably in his their power to protect, promote, develop and extend the business interests and reputation of the Company, all at the expense of the Company (subject to compliance with Section 1113); v. vii. at all times and in all material respects (A) conform to and comply with (1) any lawful direction of the Executive Chairman, Chief Executive Officer, if any, and the Board serving a reasonable business purpose and not inconsistent with this Agreement, (2) the provisions of the Company’s and the Parent Company’s Certificate of Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of the Parent Company, Company or any SubsidiarySubsidiary (4) all legal duties imposed on the Executive including those contained in the Companies Axx 0000 and any professional conduct rules applicable to the Executive, and (B) conform to and so far as he is able to comply with the conditions to and terms of any license (the terms of which he is first made aware of by the Company) granted to the Company or any Subsidiary; and viviii. prior to assuming any position as director, manager, general partner, officer or similar position with of any other business entity, entity (“Other Entity”), provide the Board with written notice specifying the nature of the expected engagement, the business activities in which the Other Entity is engaged; and the amount of time per month the Executive anticipates will be devoted to the activities of the Other Entity. The Executive shall not take on any such engagement with the Other Entity unless (i) he shall they have confirmed to the Board in writing that the Other Entity has waived any obligation of Executive to disclose to it any Corporate Opportunities that may conflict with the Executive’s obligations pursuant to Section 4(a)(iii) Sections 3 or 4 hereof, and (ii) the Board shall have approved such engagement. In addition, in connection with any engagement of Executive by any Other Entity, either currently in existence or which may be authorized by the Board in the future, Executive shall provide to the Board (in writing if so requested) all information, explanations and assistance regarding the outside activities of Executive as the Board may lawfully require for any reasonable business purpose in connection with the business and affairs of the Company. b. Should the Company give Following notice to the Executive to terminate this Agreement pursuant to Section l4 (b)being given by the Company or the Executive, the Company may, at any time during the continuance of the Executive’s employment after such notice is given, require the Executive not to attend work and/or not to undertake any or all of his their duties and may assign other duties to himthe Executive. During any such period where the Executive is required not to attend work and/or not to undertake any or all of his their duties pursuant to Section 3(a), the Company: i. shall not be obligated to provide the Executive with any work; ii. may require the Executive to resign as a director or other officer of the Company and of any Subsidiary; and iii. shall continue to pay to the Executive’s Salary and provide any other benefits to which he is contractually entitled, and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive’s attention is particularly drawn to Section 13 below), provided, that . c. If the Company exercises its rights under Section 3(b) the Executive shall during any such period of notice: i. not be subject contact or deal with (or attempt to contact or deal with) any customer, client, supplier, agent, distributor, shareholder, employee, officer or other business contact of the limitations Company or the Parent Company or any Subsidiary without the prior written consent of Section 4(a)(i) the Board of the Parent Company; ii. not commence any other employment or Section 4(b)(iv) hereof during engagement (including taking up any directorships or consultancy services); and iii. provide such assistance as the notice periodCompany or Parent Company may require to effect an orderly handover of the Executive’s responsibilities to any individual or individuals appointed by the Company or Parent Company to take over the Executive’s role or responsibilities. d. Though the Parties acknowledge that Executive is not required to complete any mandatory training paid for by the Company, Executive will undertake such training as required to maintain any professional licenses associated with Executive’s position and will take such training as provided by the Company in furtherance of compliance with the Company’s Code of Ethics, ixxxxxx xxxxxxx policy, anti-corruption policy, whistleblower policy, and human resources policies.

OBLIGATIONS DURING EMPLOYMENT. a. During 2.1 The Executive will during the continuance of his employment, the Executive shall: i. (a) serve the Company to the best of his ability in the capacity of its Executive Chairman, the highest-ranking executive managing director of the Company, and, so long Company or in such other capacity as the Company shall maintain an Office of the Executive Chairman may from time to time determine; and (“OEC”), shall serve as the senior member of the OEC; ii. b) faithfully and diligently perform such duties and exercise such powers consistent with them as the Board Company may from time to time properly assign to or confer upon him insofar as such duties and powers are consistent with his position;on him; and iii. (c) if and so long as the Board so directs (and the Executive agrees), perform and exercise such the said duties and powers on behalf of any Subsidiary Associated Company and act as a director or other officer of any SubsidiaryAssociated Company; provided, that and (Ad) such duties are ancillary to his position with the Company, and (B) this Agreement shall not be assigned to any other Subsidiary at any time; iv. do all as is reasonably in his power to protect, promote, protect promote develop and extend the business interests and reputation of the Company and any Associated Company, all at the expense of the Company ; and (subject to compliance with Section 11); v. e) at all times and in all material respects (A) conform to and comply with (1) any the lawful direction and reasonable directions of the Board serving a reasonable business purpose and not inconsistent with this Agreement, Board; and (2f) the provisions of the Company’s Certificate of Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of the Company or any Subsidiary, and (B) conform to and so far as he is able to comply with the conditions to and terms of any license (the terms of which he is first made aware of by the Company) granted promptly give to the Company or any Subsidiary; and vi. prior to assuming any position as director, manager, general partner, officer or similar position with of any other business entity, (“Other Entity”), provide the Board with written notice specifying the nature of the expected engagement, the business activities in which the Other Entity is engaged; and the amount of time per month the Executive anticipates will be devoted to the activities of the Other Entity. The Executive shall not take on any such engagement with the Other Entity unless (i) he shall have confirmed to the Board in writing that the Other Entity has waived any obligation of Executive to disclose to it any Corporate Opportunities that may conflict with the Executive’s obligations pursuant to Section 4(a)(iii) hereof, and (ii) the Board shall have approved such engagement. In addition, in connection with any engagement of Executive by any Other Entity, either currently in existence or which may be authorized by the Board in the future, Executive shall provide to the Board (in writing if so requested) all information, such information explanations and assistance regarding the outside activities of Executive as the Board it may lawfully require for any reasonable business purpose in connection with the business and affairs of the Company and any Associated Company for which he is required to perform duties; (g) unless prevented by sickness injury or other incapacity or as otherwise agreed by the Company devote the whole of his time attention and abilities during his hours of work (which shall be normal business hours and such additional hours as may be necessary for the proper performance of his duties) to the business and affairs of the Company and any Associated Company for which he is required to perform duties; and (h) subject to (g) above, work at the Company's offices at Xxx Xxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx; and (i) at such times as the Board may reasonably request and at the expense of the Company undergo a medical examination by a doctor of the Company's choice. b. Should 2.2 Notwithstanding the foregoing or any other provision of this Agreement the Company give notice to the Executive to terminate this Agreement pursuant to Section l4 (b), the Company may, at any time during the continuance of the Executive’s employment after such notice is given, require the Executive not to attend work and/or not to undertake any or all of his duties and may assign other duties to him. During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Section 3(a), the Company: i. shall will not be obligated under any obligation to provide the Executive with any work; ii. work and the Company may require immediately upon commencing any disciplinary investigation into the activities or conduct of the Executive without notice suspend the Executive and/or exclude him from all or any premises of the Company or any Associated Company for any period not exceeding three months provided that throughout such period the Executive's salary and other contractual benefits shall continue to be paid or provided by the Company and provided further that at any time during such period the Executive will at the request of the Board immediately resign without claim for compensation from office as a director of the Company and any Associated Company and from any other office held by him in the Company or any Associated Company and in the event of any Subsidiary; and iii. shall continue his failure to pay do so the Company hereby irrevocably authorised to appoint some person in his name and on his behalf to sign and deliver such resignations to the Executive’s Salary and provide any other benefits to which he is contractually entitled, and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive’s attention is particularly drawn to Section 13 below), provided, that the Executive shall not be subject to the limitations of Section 4(a)(i) or Section 4(b)(iv) hereof during the notice periodBoard.

OBLIGATIONS DURING EMPLOYMENT. a. During his their employment, the Executive shall: i. serve the Company to the best of his their ability in the capacity of its Executive Chairman, the highest-ranking executive of the Company, and, so long as the Company shall maintain an Office of the Executive Chairman (“OEC”), shall serve as the senior member of the OECVice President and Chief Financial Officer; ii. be responsible for overseeing the company’s reporting and filing obligations with, among others, the United States Securities and Exchange Commission, and for directing the company’s overall financial policies, including accounting, budget, credit, insurance, tax, and treasury; iii. faithfully and diligently perform such additional duties and exercise such powers as the Board of Directors of the Parent Company (“Board”) may from time to time properly assign to or confer upon him the Executive insofar as such duties and powers are consistent with his their position; iiiiv. if and so long as the Board so directs (and the Executive agrees)directs, perform and exercise such duties and powers on behalf of the Parent and any Subsidiary subsidiary (as defined in section 1159 of the Companies Act 2006) (“Subsidiary”) and act as a director or other officer of any SubsidiarySubsidiary of the Parent Company or the Company; provided, that (A) such duties are ancillary to his position with the Company, and (B) this Agreement shall not be assigned to any other Subsidiary at any time; ivv. resign any appointment as a director or officer if requested by the Board of the Parent Company at any time without any claim for damages or compensation; vi. do all as is reasonably in his their power to protect, promote, develop and extend the business interests and reputation of the Company, all at the expense of the Company (subject to compliance with Section 1113); v. vii. at all times and in all material respects (A) conform to and comply with (1) any lawful direction of the Executive Chairman, Chief Executive Officer, if any, and the Board serving a reasonable business purpose and not inconsistent with this Agreement, (2) the provisions of the Company’s and the Parent Company’s Certificate of Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of the Parent Company, Company or any SubsidiarySubsidiary (4) all legal duties imposed on the Executive including those contained in the Companies Axx 0000 and any professional conduct rules applicable to the Executive, and (B) conform to and so far as he is able to comply with the conditions to and terms of any license (the terms of which he is first made aware of by the Company) granted to the Company or any Subsidiary; and viviii. prior to assuming any position as director, manager, general partner, officer or similar position with of any other business entity, entity (“Other Entity”), provide the Board with written notice specifying the nature of the expected engagement, the business activities in which the Other Entity is engaged; and the amount of time per month the Executive anticipates will be devoted to the activities of the Other Entity. The Executive shall not take on any such engagement with the Other Entity unless (i) he shall they have confirmed to the Board in writing that the Other Entity has waived any obligation of Executive to disclose to it any Corporate Opportunities that may conflict with the Executive’s obligations pursuant to Section 4(a)(iii) Sections 3 or 4 hereof, and (ii) the Board shall have approved such engagement. In addition, in connection with any engagement of Executive by any Other Entity, either currently in existence or which may be authorized by the Board in the future, Executive shall provide to the Board (in writing if so requested) all information, explanations and assistance regarding the outside activities of Executive as the Board may lawfully require for any reasonable business purpose in connection with the business and affairs of the Company. b. Should the Company give Following notice to the Executive to terminate this Agreement pursuant to Section l4 (b)being given by the Company or the Executive, the Company may, at any time during the continuance of the Executive’s employment after such notice is given, require the Executive not to attend work and/or not to undertake any or all of his their duties and may assign other duties to himthe Executive. During any such period where the Executive is required not to attend work and/or not to undertake any or all of his their duties pursuant to Section 3(a), the Company: i. shall not be obligated to provide the Executive with any work; ii. may require the Executive to resign as a director or other officer of the Company and of any Subsidiary; and iii. shall continue to pay to the Executive’s Salary and provide any other benefits to which he is contractually entitled, and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive’s attention is particularly drawn to Section 13 below), provided, that . c. If the Company exercises its rights under Section 3(b) the Executive shall during any such period of notice: i. not be subject contact or deal with (or attempt to contact or deal with) any customer, client, supplier, agent, distributor, shareholder, employee, officer or other business contact of the limitations Company or the Parent Company or any Subsidiary without the prior written consent of Section 4(a)(i) the Board of the Parent Company; ii. not commence any other employment or Section 4(b)(iv) hereof during engagement (including taking up any directorships or consultancy services); and iii. provide such assistance as the notice periodCompany or Parent Company may require to effect an orderly handover of the Executive’s responsibilities to any individual or individuals appointed by the Company or Parent Company to take over the Executive’s role or responsibilities. d. Though the Parties acknowledge that Executive is not required to complete any mandatory training paid for by the Company, Executive will undertake such training as required to maintain any professional licenses associated with Executive’s position and will take such training as provided by the Company in furtherance of compliance with the Company’s Code of Ethics, ixxxxxx xxxxxxx policy, anti-corruption policy, whistleblower policy, and human resources policies.

OBLIGATIONS DURING EMPLOYMENT. a. During his employment, the Executive shall: i. serve the Company to the best of his ability in the capacity of its Executive Chairman, the highest-highest ranking executive of the Company, and, so long as the Company shall maintain an Office of the Executive Chairman (“OEC”), shall serve as the senior member of the OEC; ii. faithfully and diligently perform such duties and exercise such powers as the Board may from time to time properly assign to or confer upon him insofar as such duties and powers are consistent with his position; iii. if and so long as the Board so directs (and the Executive agrees), perform and exercise such duties and powers on behalf of any Subsidiary and act as a director or other officer of any Subsidiary; provided, that (A) such duties are ancillary to his position with the Company, and (B) this Agreement shall not be assigned to any other Subsidiary at any time; iv. do all as is reasonably in his power to protect, promote, develop and extend the business interests and reputation of the Company, all at the expense of the Company (subject to compliance with Section 11); v. at all times and in all material respects (A) conform to and comply with (1) any lawful direction of the Board serving a reasonable business purpose and not inconsistent with this Agreement, (2) the provisions of the Company’s Certificate of Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of the Company or any Subsidiary, and (B) conform to and so far as he is able to comply with the conditions to and terms of any license (the terms of which he is first made aware of by the Company) granted to the Company or any Subsidiary; and vi. prior to assuming any position as director, manager, general partner, officer or similar position with of any other business entity, (“Other Entity”), provide the Board with written notice specifying the nature of the expected engagement, the business activities in which the Other Entity is engaged; and the amount of time per month the Executive anticipates will be devoted to the activities of the Other Entity. The Executive shall not take on any such engagement with the Other Entity unless (i) he shall have confirmed to the Board in writing that the Other Entity has waived any obligation of Executive to disclose to it any Corporate Opportunities that may conflict with the Executive’s obligations pursuant to Section 4(a)(iii) hereof, and (ii) the Board shall have approved such engagement. In addition, in connection with any engagement of Executive by any Other Entity, either currently in existence or which may be authorized by the Board in the future, Executive shall provide to the Board (in writing if so requested) all information, explanations and assistance regarding the outside activities of Executive as the Board may lawfully require for any reasonable business purpose in connection with the business and affairs of the Company. b. Should the Company give notice to the Executive to terminate this Agreement pursuant to Section l4 (b13(b), the Company may, at any time during the continuance of the Executive’s employment after such notice is given, require the Executive not to attend work and/or not to undertake any or all of his duties and may assign other duties to him. During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Section 3(a), the Company: i. : i shall not be obligated to provide the Executive with any work; ii. may require the Executive to resign as a director of the Company and of any Subsidiary; and iii. shall continue to pay to the Executive’s Salary and provide any other benefits to which he is contractually entitled, and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive’s attention is particularly drawn to Section 13 12 below), provided, that the Executive shall not be subject to the limitations of Section 4(a)(i) or Section 4(b)(iv) hereof during the notice period.

OBLIGATIONS DURING EMPLOYMENT. a. During 2.1 The Executive shall during the continuance of his employment, the Executive shall: i. (a) serve as the Company to Chief Executive Officer of Shire Group, as Chairman of the best Board of his ability in Directors of Shire US Inc., and as Chairman of the capacity Board of its Directors and Chief Executive Chairman, the highest-ranking executive Officer of the Company, and, so long as the Company shall maintain an Office with all of the Executive Chairman (“OEC”)authority, shall serve as the senior member of the OEC; ii. faithfully and diligently perform such duties and exercise responsibilities commensurate with such powers positions and such other duties commensurate with his positions as are assigned to the Board may Executive from time to time properly assign by the Board of Directors of Shire Group (the "BOARD"). The Executive shall report to or confer upon him insofar the Board. (b) for no additional compensation, serve as such duties and powers are consistent with his position; iii. the Chairman and/or Chief Executive Officer of any Affiliated Company, as that term is defined in Clause 14.1 herein if and so long as the Board so directs (and the Executive agrees)directs, perform and exercise such the said duties and powers on behalf of any Subsidiary Affiliated Company and act as a director or other officer of any SubsidiaryAffiliated Company; provided, in each case, that in connection with such position the Executive is provided with indemnification protection and Directors and Officers liability insurance coverage in accordance with Clause 4.1(j) hereof. (Ac) promptly give to the Board (in writing if so requested) all such duties are ancillary information, explanations and assistance as it may reasonably require in connection with the business and affairs of Shire Group, the Company and any Affiliated Company for which he is required to perform duties; (d) devote his position with working time, attention, skill and efforts to the business and affairs of the Company, Shire US Inc., Shire Group and (B) this Agreement any Affiliated Company referred to in Clause 2.1(b), and shall not be assigned to commence employment with, or serve as a consultant to, any other Subsidiary company (other than an Affiliated Company); provided, however, the foregoing shall not preclude the Executive from managing the Executive's investments and personal affairs and, with the consent of the Chairman of the Board, engaging in charitable and civic activities (including serving on the boards of directors of not-for-profit organizations) and serving on the boards of directors of for-profit entities, so long as such activities do not interfere with the Executive's performance of his duties hereunder; (e) work principally at any the Company's offices in North Carolina until such time as the Executive and the Company mutually agree on a different United States location, but will also conduct such business travel as is reasonably required to perform his duties and obligations under this Agreement; (f) comply with Shire Group's written Code of Ethics Policy as in effect from time to time; iv. do all as is reasonably in his power to (g) protect, promote, develop and extend the business interests and reputation of the Company, Shire Group; and (h) use all at the expense of the Company (subject to compliance with Section 11); v. at all times and in all material respects (A) conform to and comply with (1) any lawful direction of the Board serving a reasonable business purpose and not inconsistent with this Agreement, (2) the provisions of the Company’s Certificate of Incorporation (as amended from time to time), and (3) the requirements of any relevant regulatory body or securities exchange governing the activities of the Company or any Subsidiary, and (B) conform to and so far as he is able efforts to comply with the conditions to lawful and terms of any license (the terms of which he is first made aware of by the Company) granted to the Company or any Subsidiary; and vi. prior to assuming any position as director, manager, general partner, officer or similar position with of any other business entity, (“Other Entity”), provide the Board with reasonable written notice specifying the nature directions of the expected engagement, the business activities in which the Other Entity is engaged; and the amount of time per month the Executive anticipates will be devoted to the activities of the Other Entity. The Executive shall not take on any such engagement with the Other Entity unless (i) he shall have confirmed to the Board in writing that the Other Entity has waived any obligation of Executive to disclose to it any Corporate Opportunities that may conflict with the Executive’s obligations pursuant to Section 4(a)(iii) hereof, and (ii) the Board shall have approved such engagement. In addition, in connection with any engagement of Executive by any Other Entity, either currently in existence or which may be authorized by the Board in the future, Executive shall provide to the Board (in writing if so requested) all information, explanations and assistance regarding the outside activities of Executive as the Board may lawfully require for any reasonable business purpose in connection with the business and affairs of the CompanyBoard. b. Should the Company give notice to the Executive to terminate this Agreement pursuant to Section l4 (b), the Company may, at any time during the continuance of the Executive’s employment after such notice is given, require the Executive not to attend work and/or not to undertake any or all of his duties and may assign other duties to him. During any such period where the Executive is required not to attend work and/or not to undertake any or all of his duties pursuant to Section 3(a), the Company: i. shall not be obligated to provide the Executive with any work; ii. may require the Executive to resign as a director of the Company and of any Subsidiary; and iii. shall continue to pay to the Executive’s Salary and provide any other benefits to which he is contractually entitled, and the Executive shall remain bound by the terms and conditions of this Agreement (the Executive’s attention is particularly drawn to Section 13 below), provided, that the Executive shall not be subject to the limitations of Section 4(a)(i) or Section 4(b)(iv) hereof during the notice period.