Common use of Payment in lieu of notice Clause in Contracts

Payment in lieu of notice. 3.3.1 The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 (the payment being referred to as a "Notice Payment"). 3.3.2 For the avoidance of doubt, the Company is not obliged to make a Notice Payment so long as it continues to employ the Executive throughout the notice period. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit (including any benefits derived from any Share Incentives) that he would have received or would have accrued to him during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlement, if applicable). The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3.

Payment in lieu of notice. 3.3.1 (a) The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.24.3(b), the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 4.3 and 3.3.4 4.4 (the payment being referred to as a "“Notice Payment"”). 3.3.2 (b) For the avoidance of doubt, the Company is not obliged to make a Notice Payment so long as it continues to employ the Executive throughout the notice periodPayment. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 (c) The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 (d) Subject to the terms of Clause 3.44.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission Date and share the cost to the Company of profit providing contractual benefits (including excluding any benefits derived from any Share Incentivesunder Clause 8.3) that he would have received or would have accrued to him during in respect of that period. 3.3.5 (e) The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his her employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlement, if applicableclaims). The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he she will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.34.3. (f) If the Company has elected to make a Notice Payment and subsequently discovers that the Executive committed a repudiatory breach of contract prior to the Termination Date, the Company shall be entitled to withhold the Notice Payment and the Executive agrees she will have no entitlement to the Notice Payment in these circumstances.

Payment in lieu of notice. 3.3.1 The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 (the payment being referred to as a "“Notice Payment"”). 3.3.2 For the avoidance of doubt, the Company is not obliged to make a Notice Payment so long as it continues to employ the Executive throughout the notice periodPayment. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit profit, pension contributions and any other benefits (including any benefits derived from any Share Incentives) that he would have received or would have accrued to him during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his employment (including both contractual and statutory employment claims but claims), excluding claims in respect of Basic Salary any amounts accrued and due to the Executive on the Termination Date and bonus entitlement, if applicable)Date. The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3.

Payment in lieu of notice. 3.3.1 The Company shall be entitled14.1 Without prejudice to clause 13.1 above, at its sole discretion, where notice is given to terminate the Employment immediately Executive’s employment by either party or if either the Executive or the Company otherwise purports to terminate the Executive's employment the Company may (at the sole and absolute discretion of the Board) terminate the employment at any time and with immediate effect by giving notifying the Executive that: (a) the Company is exercising its right under this Agreement to make a payment in lieu of notice; and (b) that it will make within 28 days a payment in lieu of the notice in writing. In these circumstancesperiod (or, subject if applicable, the remainder of the notice period) to the terms Executive (or that it will make the first instalment of Clause 3.3.2, the Company will subsequently make such a payment to the Executive within that time). 14.2 Any payment in lieu of notice, notice will be calculated in accordance with by reference to the provisions Executive’s basic salary only (as at the date of Clauses 3.3.3 and 3.3.4 the termination) for the duration of notice period (or remainder of the payment being referred to notice period as a "Notice Payment"the case may be). 3.3.2 14.3 The Company may pay any payment in lieu of notice as one lump sum or in instalments over the period until the expiry, if it had been served, of the notice period. Such payments will be subject to income tax and national insurance contributions. 14.4 For the avoidance of doubt, : (a) if the Company is terminates the Executive’s employment in breach of this Agreement, any entitlement to damages for breach of contract will be assessed on the normal common law principles (including the Executive’s obligation to mitigate his loss); and (b) the right of the Company to terminate the Executive’s employment in accordance with clause 14.1 does not obliged give rise to make a Notice Payment so long as it continues to employ any right for the Executive throughout to receive any payment in lieu of notice as a lump sum, but shall not prejudice the Executive’s right to receive the monies due for the notice period. If . 14.5 The Executive’s eligibility to participate in or receive any payment or award under the Company shall decide not to make a Notice PaymentMIP, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, including in respect of income tax, national insurance contributions and any sums due to the Company Omnibus Plan or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other plan or benefits scheme in which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit (including any benefits derived from any Share Incentives) that he would have received or would have accrued to him during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlement, if applicable). The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he will execute a settlement agreement (and any other documents reasonably required by participates shall not prejudice the Company) ’s ability to terminate the Executive’s employment and/or this Agreement by making a payment in a form reasonably acceptable to the Company lieu of notice in order to give effect to the release and waiver in accordance with this Clause 3.3clause 14.

Payment in lieu of notice. 3.3.1 (a) The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.23.3(b), the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 3.3 and 3.3.4 3.4 (the payment being referred to as a "“Notice Payment"”). 3.3.2 (b) For the avoidance of doubt, the Company is not obliged to make a Notice Payment so long as it continues to employ the Executive throughout the notice periodPayment. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 (c) The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 (d) Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission Date and share the cost to the Company of profit providing contractual benefits (including excluding any benefits derived from any Share Incentivesunder Clause 7.3) that he would have received or would have accrued to him during in respect of that period. 3.3.5 (e) The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his her employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlement, if applicableclaims). The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he she will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3. (f) If the Company has elected to make a Notice Payment and subsequently discovers that the Executive committed a repudiatory breach of contract prior to the Termination Date, the Company shall be entitled to withhold the Notice Payment and the Executive agrees she will have no entitlement to the Notice Payment in these circumstances.

Payment in lieu of notice. 3.3.1 The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 (the payment being referred to as a "“Notice Payment"”). 3.3.2 For the avoidance of doubt, the Company is not obliged to make a Notice Payment so long as it continues to employ the Executive throughout the notice periodPayment. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit profit, pension contributions and any other benefits (including any benefits derived from any Share Incentives) that he would have received or would have accrued to him during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlement, if applicableclaims). The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3.

Payment in lieu of notice. 3.3.1 The Company shall be entitled4.1 Without prejudice to Clauses 4.3, 21.1,21.2 and 21.3, at its sole discretion, to absolute discretion the Company may terminate this Agreement and the Employment immediately Executive’s employment with immediate effect at any time by giving her written notice and paying her basic salary at the Executive notice in writing. In these circumstances, subject to rate applicable at the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive Termination Date (less PAYE deductions) in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 (the payment being notice periods referred to as a "Notice Payment")in Clause 3.3 or remainder of the notice period if at the Company’s request the Executive has worked (or been excluded pursuant to Clause 21.2 and 21.3) during part of the notice period and the Company may pay any sum in lieu of notice by instalments over the period of what would have been the period of notice to expiry, had notice been served. If the Company exercises its right to pay in lieu in instalments, the Executive is obliged to take reasonable steps to seek suitable alternative income over the period and to disclose the gross amount of any such income to the Company. The instalment payments will be reduced by the net amount of such income. 3.3.2 4.2 For the avoidance of doubt, if the Company is not obliged to make a Notice Payment so long as it continues to employ exercises its right under Clause 4.1: 4.2.1 the Executive throughout Executive’s employment will terminate on the date specified in the notice period. If given by the Company shall decide pursuant to Clause 4.1; 4.2.2 any payment in lieu of salary pursuant to this clause will not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, including include pay in respect of income taxbonus, national insurance contributions and any sums due to the Company commission, holiday or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits which would otherwise have accrued or been payable during the period to which the payment in lieu of salary relates; and 4.2.3 any payment made to the Executive would have received in respect of any notice period outstanding on accordance with Clause 4.1 will (unless the Company exercises its right to pay in lieu in instalments pursuant to Clause 4.1) be paid within 28 days following the Termination Date, but will exclude any bonus, commission Date and share of profit (including any benefits derived from any Share Incentives) that he would have received or would have accrued to him during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive which she has or may have against the Company or any Group Company or any director, employee or agent of the Company or any Group Company arising out of her employment and the termination of his employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlement, if applicable). her employment. 4.3 The Executive agrees shall not be entitled to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition payment in lieu of the payment of the Notice Payment that he will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable notice pursuant to this clause or otherwise if the Company would be entitled to terminate her employment without notice in order to give effect to the release and waiver in this accordance with Clause 3.321.

Payment in lieu of notice. 3.3.1 The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 (the payment being referred to as a "“Notice Payment"”). 3.3.2 For the avoidance of doubt, the Company is not obliged to make a Notice Payment so long as it continues to employ the Executive throughout the notice periodPayment. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit profit, pension contributions and any other benefits (including any benefits derived from any Share Incentives) that he would have received or would have accrued to him during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlement, if applicableclaims). The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he will execute a settlement agreement (and any other SV\1600310.5 documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3.

Payment in lieu of notice. 3.3.1 The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 (the payment being referred to as a "“Notice Payment"”). 3.3.2 For the avoidance of doubt, the Company is not obliged exercise its right to terminate the Employment and to make a Notice Payment in accordance with clause 3.3.1 above so long as it continues to employ the Executive throughout the notice periodNotice Period. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment a Notice Payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit profit, pension contributions and any other benefits (including any benefits derived from any Share Incentives) that he she would have received or would have accrued to him her during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his her employment (including both contractual and statutory employment claims but claims), excluding claims in respect of Basic Salary any amounts accrued and due to the Executive on the Termination Date and bonus entitlement, if applicable)Date. The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he she will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3.

Payment in lieu of notice. 3.3.1 The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 (the payment being referred to as a "“Notice Payment"”). 3.3.2 For the avoidance of doubt, the Company is not obliged to exercise its right to terminate the Employment and to make a Notice Payment so long as it continues to employ in accordance with clause 3.3.1 above, and nothing in this Agreement shall prevent the Executive throughout Company from terminating the notice periodEmployment in breach. If the Company shall decide not opts to make a Notice Paymentterminate the Employment in breach, the Executive shall not be entitled to enforce that payment a Notice Payment as a contractual debt nor as liquidated damagesdamages (but may have an enforceable claim in damages for breach of contract). 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 Subject to the terms of Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions and any other benefits Salary which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit profit, pension contributions and any other benefits (including any benefits derived from any Share Incentives) that he she would have received or would have accrued to him her during that period. 3.3.5 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his her employment (including both contractual and statutory employment claims but claims), excluding claims in respect of Basic Salary any amounts accrued and due to the Executive on the Termination Date and bonus entitlement, if applicable)Date. The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he she will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3.

Payment in lieu of notice. 3.3.1 The Company shall be entitled, at its sole discretion, to terminate the Employment immediately at any time by giving the Executive notice in writing. In these circumstances, subject to the terms of Clause 3.3.2, the Company will subsequently make a payment to the Executive in lieu of notice, calculated in accordance with the provisions of Clauses 3.3.3 and 3.3.4 3.3.4, (and 3.3.5 and 3.3.6 where applicable) (the payment being referred to as a "“Notice Payment"”). 3.3.2 For the avoidance of doubt, the Company is not obliged to make a Notice Payment so long as it continues to employ the Executive throughout the notice periodPayment. If the Company shall decide not to make a Notice Payment, the Executive shall not be entitled to enforce that payment as a contractual debt nor as liquidated damages. 3.3.3 The Notice Payment will be paid less all deductions that are required or permitted by law to be made, made including in respect of income tax, national insurance contributions and any sums due to the Company or any Group Company. 3.3.4 Subject to the terms of Clause 3.3.5, Clause 3.3.6 and Clause 3.4, the Notice Payment will consist of a sum equivalent to the Basic Salary, pensions contributions Salary and any other benefits the Accommodation Allowances which the Executive would have received in respect of any notice period outstanding on the Termination Date, but will exclude any bonus, commission and share of profit profit, pension contributions and any other benefits (including any benefits derived from any Share Incentives) that he would have received or would have accrued to him during that period. 3.3.5 If: (a) the Executive’s employment is terminated by the Company in circumstances falling within Clause 6.3.4; and (b) the termination takes place within six months of a Change of Control then the Executive will, in addition to his bonus entitlement accrued up to the Termination Date in accordance with Clause 6.3.4, be entitled to receive a bonus in respect of any period in respect of which a Notice Payment is being made. 3.3.6 The amount of bonus awarded in accordance with Clause 3.3.5 will be determined by the Compensation Committee taking into account the achievement by the Company of any performance conditions that have been set in respect of the bonus. 3.3.7 The Notice Payment is in full and final settlement of all and any rights and claims that the Executive may have against the Company arising out of the termination of his employment (including both contractual and statutory employment claims but excluding claims in respect of Basic Salary accrued to the Termination Date and bonus entitlemententitlement pursuant to Clause 3.3.5 and/or Clause 6.3.4, if either is applicable). The Executive agrees to waive, release and discharge any and all such rights and claims and acknowledges that it is a condition of the payment of the Notice Payment that he will execute a settlement agreement (and any other documents reasonably required by the Company) in a form reasonably acceptable to the Company in order to give effect to the release and waiver in this Clause 3.3.