Common use of Post Termination Covenants Clause in Contracts

Post Termination Covenants. 21.1 For the purposes of clause 21, Termination Date shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreement). 21.2 The Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity: (a) for the period of 12 months following the Termination Date (subject to clause 21.3 below), for the purposes of any business which competes or is about to compete with any business carried on by the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from any person, firm, company or other entity who is, or was, in the 12 month period immediately prior to the Termination Date, a customer of the Company or any Group Company with whom the Executive had business dealings during the course of his employment in that 12 month period. Nothing in this clause 21.2(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company; and (b) for the period of 12 months following the Termination Date (subject to clause 21.3 below), solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager or in a senior managerial or other specialist capacity and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the Termination Date. 21.3 The period during which the restrictions referred to in clauses 21.2(a) and 21.2(b) shall apply following the Termination Date shall be reduced by the amount of time during which, if at all, the Company suspends the Executive under the provisions of clause 19.1. 21.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a) and 21.2(b) (subject to the provisions of clause 21.3), he receives an offer of employment or engagement, he will provide a copy of clause 21 to the offeror as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company under the terms of which he will agree to be bound by restrictions corresponding to those contained in clauses 21.2(a) and 21.2(b) (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under this clause 21 shall be treated as a separate obligation and shall be severally enforceable as such. If any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction shall apply with such deletions as may be necessary to make it valid and effective.

Post Termination Covenants. 21.1 19.1 For the purposes of clause 2119, “Termination Date Date” shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreement). 21.2 19.2 The Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity: (a) for the period of 12 months following the Termination Date (subject to clause 21.3 19.3 below), for the purposes of any business which competes or is about to compete with any business carried on by the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from any person, firm, company or other entity who is, or was, in the 12 month period immediately prior to the Termination Date, a customer of the Company or any Group Company with whom the Executive had business dealings during the course of his employment in that 12 month period. Nothing in this clause 21.2(a19.2(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company; and; (b) for the period of 12 months following the Termination Date (subject to clause 21.3 19.3 below), solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager or in a senior managerial or other specialist capacity and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the Termination Date; (c) for the period of 12 months following the Termination Date (subject to clause 19.3 below), so as to compete with the Company or any Group Company, carry on, set up, be employed, engaged or interested in a business which is itself or is about to be in competition with the business of the Company or any Group Company as at the Termination Date with which the Executive was actively involved as Chief Executive of the Company during the 12 month period immediately prior to the Termination Date. It is agreed that in the event that any such business ceases to be in competition with the Company and/or any Group Company this paragraph shall, with effect from that date, cease to apply in respect of such business. The provisions of this paragraph shall not, at any time following the Termination Date, prevent the Executive from holding shares or other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company. 21.3 19.3 The period during which the restrictions referred to in clauses 21.2(a19.2(a), 19.2(b) and 21.2(b19.2(c) shall apply following the Termination Date shall be reduced by the amount of time during which, if at all, the Company suspends the Executive under the provisions of clause 19.117.1. 21.4 19.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a19.2(a), 19.2(b) and 21.2(b19.2(c) (subject to the provisions of clause 21.319.3), he receives an offer of employment or engagement, he will provide a copy of clause 21 19 to the offeror as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 19.5 The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company under the terms of which he will agree to be bound by restrictions corresponding to those contained in clauses 21.2(aclauses 19.2 (a), 19.2(b) and 21.2(b19.2(c) (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under this clause 21 shall be treated as a separate obligation and shall be severally enforceable as such. If any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction shall apply with such deletions as may be necessary to make it valid and effective.

Post Termination Covenants. 21.1 22.1 For the purposes of clause 21, 22 the term “Termination Date Date” shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreement)caused. 21.2 22.2 The Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity:: - (a) for the period of (subject to clause 22.3 below) 12 months following the Termination Date (subject Date, solicit or entice away or endeavour to clause 21.3 below), for the purposes of any business which competes solicit or is about to compete with any business carried on by entice away from the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from Company any person, firm, company or other entity who is, or was, in the 12 month period months immediately prior to the Termination Date, a client of the Company or any Group Company with whom the Executive had personal business dealings during the course of the Employment in that 12 month period. Nothing in this clause 22.2(a) shall prohibit the seeking or doing of business which is not in direct or indirect competition with the business of the Company or any Group Company as at the Termination Date; (b) for the period of (subject to clause 22.3 below) 12 months following the Termination Date, have any business dealings with any person, firm, company or other entity who is, or was, in the 12 months immediately prior to the Termination Date, a client or customer of the Company or any Group Company with whom the Executive had personal business dealings during the course of his employment the Employment in that 12 month period. Nothing in this clause 21.2(a22.2(b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company; andCompany or any Group Company as at the Termination Date; (bc) for the period of (subject to clause 22.3 below) 12 months following the Termination Date (subject to clause 21.3 below)Date, solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager director or in a senior managerial managerial, consultative or other specialist capacity technical capacity; and with whom the Executive had personal business dealings during the course of his employment the Employment in the 12 month period immediately prior to the Termination Date; (d) for the period of (subject to clause 22.3 below) 12 months following the Termination Date, carry on, set up, be employed, engaged or interested in a business which is or is about to be in competition with the business of the Company or any Group Company as at the Termination Date with which the Executive was actively involved during the 12 month period immediately prior to the Termination Date. It is agreed that in the event that any such company ceases to be in competition with the Company and/or any Group Company this clause 22.2(d) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 22.2(d) shall not, at any time following the Termination Date, prevent the Executive from holding shares or other capital not amounting to more than 3 per cent. of the total issued share capital of any company whether listed on a Recognised Investment Exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company as at the Termination Date. 21.3 22.3 The period during which the restrictions referred to in clauses 21.2(a22.2(a) (b), (c) and 21.2(b(d) inclusive shall apply following the Termination Date shall be reduced by the amount of time during which, if at all, the Company suspends the Executive under the provisions of clause 19.120.1. 21.4 22.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a) and 21.2(b) (subject to the provisions of clause 21.3)Employment, he receives an offer of employment or engagement, he will provide a copy of clause 21 22 to the offeror as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 22.5 The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company that the Company may require under the terms of which he will agree to be bound by restrictions corresponding to those contained in clauses 21.2(a22.2(a) (b), (c) and 21.2(b(d) inclusive (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under this clause 21 shall be treated as a separate obligation and shall be severally enforceable as such. If any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction shall apply with such deletions as may be necessary to make it valid and effective.

Post Termination Covenants. 21.1 For In order to protect the purposes of clause 21confidential information, Termination Date shall mean the date trade secrets and business connections of the termination of Company and any Group Company to which the Employment howsoever caused (includingExecutive has access as a result the Employment, without limitation, termination by the Company which is in repudiatory breach of this Agreement). 21.2 The Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity: (a) for the period of (subject to clause 21.2 below) 12 months following the Termination Date (subject Date, solicit or entice away or endeavour to clause 21.3 below), for the purposes of any business which competes solicit or is about to compete with any business carried on by entice away from the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from Company any person, firm, company or other entity who is, or was, in the period of 12 month period months immediately prior to the Termination Date, a customer client of the Company or any Group Company with whom the Executive had business dealings during the course of his employment the Employment in that 12 month period. Nothing in this clause 21.2(a21.l(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; and; (b) for the period of (subject to clause 21.2 below) 12 months following the Termination Date Date, have any business dealings with any person, firm, company or other entity who is, or was, in the period of 12 months immediately prior to the Termination Date, a client of the Company or any Group Company with whom the Executive had business dealings during the course of the Employment in that period. Nothing in this clause 21.l(b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; (c) for the period of (subject to clause 21.3 21.2 below)) 12 months following the Termination Date, solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager director or in a senior managerial or other specialist technical capacity and with whom the Executive had business dealings during the course of his employment the Employment in the 12 month period immediately prior to the Termination Date.; 21.3 The (d) for the period during which the restrictions referred of (subject to in clauses 21.2(aclause 21.2 below) and 21.2(b) shall apply 12 months following the Termination Date shall Date, carry on, set up, be reduced by employed, engaged or interested in a business anywhere in the amount United Kingdom, United States of time during whichAmerica, if or such other country in which a Major Division operates as at allthe Termination Date, which is or is about to be in competition with the Company suspends the Executive under the provisions business of clause 19.1. 21.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a) and 21.2(b) (subject to the provisions of clause 21.3), he receives an offer of employment or engagement, he will provide a copy of clause 21 to the offeror any Group Company as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 The Executive will, at the request and expense Termination Date with which the Executive was actively involved (including in an oversight capacity as a director of the Company, enter into ) during the 12 month period immediately prior to the Termination Date. A Major Division means a separate agreement with division or business carried on as at the Termination Date by the Company or any Group Company under which accounts for at least 20% of the terms Group's revenues or 20% of the Group's profits and with which he will agree the Executive was actively involved during the six month period to be bound by restrictions corresponding to those contained in clauses 21.2(a) and 21.2(b) (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under Termination Date. The provisions of this clause 21 21.l(d) shall be treated as a separate obligation and shall be severally enforceable as such. If not, at any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction time following the Termination Date, prevent the Executive from holding shares or other capital not amounting to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part more than 3% of the wording were deleted total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the said restriction shall apply seeking or doing of business not in direct or indirect competition with such deletions as may be necessary to make it valid and effectivethe business of the Company or any Group Company.

Post Termination Covenants. 21.1 22.1 For the purposes of this clause 21, 22 the term “Termination Date Date” shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreement). 21.2 The 22.2 In order to protect the Confidential Information, trade secrets and business connections of the Company and any Group Company to which the Executive has access as a result of the Employment, the Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity: (a) for the period of 12 (subject to clause 22.3 below) twelve (12) months following the Termination Date (subject Date, solicit or entice away or endeavour to clause 21.3 below), for the purposes of any business which competes solicit or is about to compete with any business carried on by entice away from the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from Company any person, firm, company or other entity who is, or was, in the 12 month period twelve (12) months immediately prior to the Termination Date, a customer of the Company or any Group Company with whom the Executive had business dealings during the course of his employment the Employment in that 12 twelve (12) month period. Nothing in this clause 21.2(a(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; and; (b) for the period of 12 (subject to clause 22.3 below) twelve (12) months following the Termination Date Date, have any business dealings with any person, firm, company or other entity who is, or was, in the twelve (12) months immediately prior to the Termination Date, a customer of the Company or any Group Company with whom the Executive had business dealings during the course of the Employment in that twelve (12) month period. Nothing in this clause (b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; (c) for the period of (subject to clause 21.3 22.3 below)) twelve (12) months following the Termination Date, solicit or entice away or endeavour to solicit or entice away from the Company or any Group Company any person, firm, company or other entity who is, or was, in the twelve (12) months immediately prior to the Termination Date, a prospective customer of the Company or any Group Company. For the purposes of this clause ‎22.2‎(c) the term “prospective client” shall mean any person, firm, company or other entity which was, in the twelve (12) months immediately prior to the Termination Date, being actively solicited or responded positively to canvassing by the Company or any Group Company and with which solicitation the Executive was personally involved in the course of the Employment in that time period. Nothing in this clause ‎22.2(c) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company. (d) for the period of (subject to clause 22.3 below) twelve (12) months following the Termination Date, solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager or in a senior managerial or other specialist capacity and with whom the Executive had business dealings during the course of his employment the Employment in the 12 twelve (12) month period immediately prior to the Termination Date; (e) for the period of (subject to clause 22.3 below) twelve (12) month following the Termination Date, carry on, set up, be employed, engaged or interested in a business anywhere in the United Kingdom, Bermuda, Jordan or the United States which is or is about to be in competition with the business of the Company or any Group Company as at the Termination Date with which the Executive was actively involved during the twelve (12) month period immediately prior to the Termination Date. The provisions of this clause 22.2(e) shall not, at any time following the Termination Date, prevent the Executive from holding shares or other capital not amounting to more than 5% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; (f) at any time after the Termination Date, represent himself as connected with the Company or any Group Company in any capacity, other than as a former employee, or use any registered names or trading names associated with the Company or any Group Company. 21.3 22.3 The period during which the restrictions referred to in clauses 21.2(a22.2(a) and 21.2(b- 22.2(e) inclusive shall apply following the Termination Date shall be reduced by the amount of time during which, if at all, the Company suspends the Executive under the provisions of clause 19.120.1. 21.4 22.4 The Executive agrees that if, during either his employment with the Company term of the Employment or the period of the restrictions set out in 21.2(aclauses 22.2(a) and 21.2(b- 22.2(e) inclusive (subject to the provisions of clause 21.322.3), he receives an offer of employment or engagement, he will provide a copy of this clause 21 22 to the offeror as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 22.5 The Executive warrants that the covenants contained in this clause 22 are reasonable and necessary to protect the Company and any Group Company’s legitimate business interests. 22.6 Each of the restrictions in this clause 22 is intended to be separate and severable. If any of the restrictions shall be held to be void but would be valid if part of their wording were deleted, such restriction shall apply with such deletion as may be necessary to make it valid or effective. 22.7 The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company that the Company may require under the terms of which he will agree to be bound by restrictions corresponding to those contained in clauses 21.2(a22.2(a) and 21.2(b- 22.2(f) inclusive (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under this clause 21 shall be treated as a separate obligation and shall be severally enforceable as such. If any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction shall apply with such deletions as may be necessary to make it valid and effective.

Post Termination Covenants. 21.1 For 21.1. In order to protect the purposes of clause 21confidential information, Termination Date shall mean the date trade secrets and business connections of the termination of Company and any Group Company to which the Employment howsoever caused (includingEmployee has access as a result the Employment, without limitation, termination by the Company which is in repudiatory breach of this Agreement). 21.2 The Executive Employee covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity: (a) for the period of (subject to clause 21.2 below) 12 months following the Termination Date (subject Date, solicit or entice away or endeavour to clause 21.3 below), for the purposes of any business which competes solicit or is about to compete with any business carried on by entice away from the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from Company any person, firm, company or other entity who is, or was, in the period of 12 month period months immediately prior to the Termination Date, a customer client of the Company or any Group Company with whom the Executive Employee had business dealings during the course of his employment the Employment in that 12 month period. Nothing in this clause 21.2(a21.1(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; and; (b) for the period of (subject to clause 21.2 below) 12 months following the Termination Date Date, have any business dealings with any person, firm, company or other entity who is, or was, in the period of 12 months immediately prior to the Termination Date, a client of the Company or any Group Company with whom the Employee had business dealings during the course of the Employment in that period. Nothing In this clause 21.1(b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; (c) for the period of (subject to clause 21.3 21.2 below)) 12 months following the Termination Date, solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager director or in a senior managerial or other specialist technical capacity and with whom the Executive Employee had business dealings during the course of his employment the Employment in the 12 month period immediately prior to the Termination Date.; 21.3 The (d) for the period during which the restrictions referred of (subject to in clauses 21.2(aclause 21.2 below) and 21.2(b) shall apply 12 months following the Termination Date shall Date, carry on, set up, be reduced by employed, engaged or Interested in a business anywhere in the amount United Kingdom, United States of time during whichAmerica, if or such other country] in which a Major Division operates as at allthe Termination Date, which is or is about to be in competition with the Company suspends the Executive under the provisions business of clause 19.1. 21.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a) and 21.2(b) (subject to the provisions of clause 21.3), he receives an offer of employment or engagement, he will provide a copy of clause 21 to the offeror any Group Company as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 The Executive will, at the request and expense Termination Date with which the Employee was actively involved (including in an oversight capacity as a director of the Company, enter into ) during the 12 month period immediately prior to the Termination Date. A Major Division means a separate agreement with division or business carried on as at the Termination Date by the Company or any Group Company under which accounts for at least 20% of the terms Group’s revenues or 20% or the Group’s profits and with which the Employee was actively involved during the six month period to the Termination Date. The provisions of which he will agree to be bound by restrictions corresponding to those contained in clauses 21.2(a) and 21.2(b) (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under this clause 21 21.1(d) shall be treated as a separate obligation and shall be severally enforceable as such. If not, at any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction time following the Termination Date, prevent the Employee from holding shares or other capital not amounting to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part more than 3% of the wording were deleted total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the said restriction shall apply seeking or doing of business not in direct or indirect competition with such deletions as may be necessary to make it valid and effectivethe business of the Company or any Group Company.

Post Termination Covenants. 21.1 19.1 For the purposes of clause 21, 19 the term “Termination Date Date” shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreementagreement). 21.2 19.2 The Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity:entity:- (a) for the period of (subject to clause 19.3 below) 12 months following the Termination Date (subject Date, solicit or entice away or endeavour to clause 21.3 below)solicit or entice away from the Company or any Group Company any person, for firm, company or other entity who is, or was, immediately prior to the Termination Date, a client or prospective client of the Company or any Group Company with whom the Executive had business dealings during the course of his employment in that 12 month period. For the purposes of this clause 19.2(a) the term “prospective client” shall mean any business person, firm, company or other entity which competes was, in the 12 months immediately prior to the Termination Date, being actively solicited or is about responded positively to compete with any business carried on canvassing by the Company or any Group Company and with which solicitation the Employee was involved during the course of his employment in that 12 month period. Nothing in this clause 19.2(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; (b) for the period of (subject to clause 19.3 below) 12 months following the Termination Date, canvass, solicit, deal have any business dealings with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from any person, firm, company or other entity who is, or was, in the 12 month period months immediately prior to the Termination Date, a customer client of the Company or any Group Company with whom the Executive had business dealings during the course of his employment in that 12 month period. Nothing in this clause 21.2(a19.2(b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; and; (bc) for the period of (subject to clause 19.3 below) 12 months following the Termination Date (subject to clause 21.3 below)Date, solicit or entice away or endeavour to solicit or entice away away, employ or engage, whether on an employed or self-employed basis or in any other office or capacity, any individual who is employed or engaged by the Company or any Group Company as a director, fund manager or either (a) in a senior managerial executive or other specialist capacity above grade or (b) who is in possession of confidential information belonging to the Company or any Group Company; and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the Termination Date; (d) for the period of (subject to clauses 19.3 and 19.4 below) 12 months following the Termination Date, carry on, set up, be employed, engaged or interested in a business anywhere in the UK which is or is about to be in competition with the business of the Company or any Group Company as at the Termination Date with which the Executive was actively involved during the 12 month period immediately prior to the Termination Date. It is agreed that in the event that any such company ceases to be in competition with the Company and/or any Group Company this clause 19.2(d) shall, with effect from that date, cease to apply in respect of such company. The provisions of this clause 19.2(d) shall not, at any time following the Termination Date, prevent the Executive from holding shares or other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company. 21.3 19.3 The period during which the restrictions referred to in clauses 21.2(a19.2(a) (b), (c) and 21.2(b(d) inclusive shall apply following the Termination Date shall be reduced by the amount of time during which, if at all, the Company suspends the Executive under the provisions of clause 19.117.1. 21.4 19.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a19.2(a), (b), (c) and 21.2(b(d) inclusive (subject to the provisions of clause 21.319.3), he receives an offer of employment or engagement, he will provide a copy of clause 21 19 to the offeror as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 19.5 The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company that the Company may require under the terms of which he will agree to be bound by restrictions corresponding to those contained in clauses 21.2(a19.2(a) (b), (c) and 21.2(b(d) inclusive (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under this clause 21 shall be treated as a separate obligation and shall be severally enforceable as such. If any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction shall apply with such deletions as may be necessary to make it valid and effective.

Post Termination Covenants. 21.1 20.1 For the purposes of clause 21, Clause 20 the term Termination Date shall mean the date of the termination of the Employment howsoever caused (including, without limitation, termination by the Company which is in repudiatory breach of this Agreementagreement). 21.2 20.2 The Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity: (a) for the period of 12 (subject to Clause 20.3 below) six months following the Termination Date (subject Date, solicit or entice away or endeavour to clause 21.3 below), for the purposes of any business which competes solicit or is about to compete with any business carried on by entice away from the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from Company any person, firm, company or other entity who is, or was, in the 12 month period months immediately prior to the Termination Date, a customer client of the Company or any Group Company with whom the Executive had business dealings during the course of his employment in that 12 month period. Nothing in this clause 21.2(aClause 20.2(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; and; (b) for the period of 12 (subject to Clause 20.3 below) six months following the Termination Date Date, have any business dealings with any person, firm, company or other entity who is, or was, in the 12 months immediately prior to the Termination Date, a client of the Company or any Group Company with whom the Executive had business dealings during the course of his employment in that 12 month period. Nothing in this Clause 20.2(b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; (c) for the period of (subject to clause 21.3 Clause 20.3 below)) six months following the Termination Date, solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager director or in a senior managerial or other specialist capacity technical capacity; and with whom the Executive had business dealings during the course of his employment in the 12 month period immediately prior to the Termination Date; (d) for the period of (subject to Clause 20.3 below) six months following the Termination Date, carry on, set up, be employed, engaged or interested in a business anywhere which is or is about to be in competition with the business of the Company or any Group Company as at the Termination Date with which the Executive was actively involved during the 12 month period immediately prior to the Termination Date. It is agreed that in the event that any such company ceases to be in competition with the Company and/or any Group Company this Clause 20.2(d) shall, with effect from that date, cease to apply in respect of such company. The provisions of this Clause 20.2(d) shall not, at any time following the Termination Date, prevent the Executive from holding shares or other capital not amounting to more than 3% of the total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company, save that the Executive agrees that the Company may at its sole discretion at any time prior to the Termination Date elect to extend each of the periods of restriction referred to in Clauses 20.2(a), (b), (c) and (d) inclusive by a further period of six months and the Company agrees that if it makes such an election it will pay to the Executive a sum equivalent to six months’ base salary in consideration for such extension. 21.3 20.3 The period during which the restrictions referred to in clauses 21.2(aClauses 20.2(a), (b), (c) and 21.2(b(d) inclusive shall apply following the Termination Date shall be reduced by the amount of time during which, if at all, the Company suspends the Executive under the provisions of clause 19.1Clause 18.1. 21.4 20.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a20.2(a), (b), (c) and 21.2(b(d) inclusive (subject to the provisions of clause 21.3Clause 20.3), he receives an offer of employment or engagement, he will provide a copy of clause 21 Clause 20 to the offeror as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 20.5 The Executive will, at the request and expense of the Company, enter into a separate agreement with any Group Company that the Company may require under the terms of which he will agree to be bound by restrictions corresponding to those contained in clauses 21.2(aClauses 20.2(a), (b), (c) and 21.2(b(d) inclusive (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under this clause 21 shall be treated as a separate obligation and shall be severally enforceable as such. If any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part of the wording were deleted the said restriction shall apply with such deletions as may be necessary to make it valid and effective.

Post Termination Covenants. 21.1 For In order to protect the purposes of clause 21confidential information, Termination Date shall mean the date trade secrets and business connections of the termination of Company and any Group Company to which the Employment howsoever caused (includingExecutive has access as a result the Employment, without limitation, termination by the Company which is in repudiatory breach of this Agreement). 21.2 The Executive covenants with the Company (for itself and as trustee and agent for each other Group Company) that he shall not, whether directly or indirectly, on his own behalf or on behalf of or in conjunction with any other person, firm, company or other entity:: - (a) for the period of (subject to clause 21.2 below) 12 months following the Termination Date (subject Date, solicit or entice away or endeavour to clause 21.3 below), for the purposes of any business which competes solicit or is about to compete with any business carried on by entice away from the Company or any Group Company, canvass, solicit, deal with or accept business or custom from or endeavour to canvass, solicit, deal with or accept business or custom from Company any person, firm, company or other entity who is, or was, in the period of 12 month period months immediately prior to the Termination Date, a customer client of the Company or any Group Company with whom the Executive had business dealings during the course of his employment the Employment in that 12 month period. Nothing in this clause 21.2(a21.1(a) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; and; (b) for the period of (subject to clause 21.2 below) 12 months following the Termination Date Date, have any business dealings with any person, firm, company or other entity who is, or was, in the period of 12 months immediately prior to the Termination Date, a client of the Company or any Group Company with whom the Executive had business dealings during the course of the Employment in that period. Nothing in this clause 21.1(b) shall prohibit the seeking or doing of business not in direct or indirect competition with the business of the Company or any Group Company; (c) for the period of (subject to clause 21.3 21.2 below)) 12 months following the Termination Date, solicit or entice away or endeavour to solicit or entice away any individual who is employed or engaged by the Company or any Group Company as a director, fund manager director or in a senior managerial or other specialist technical capacity and with whom the Executive had business dealings during the course of his employment the Employment in the 12 month period immediately prior to the Termination Date.; 21.3 The (d) for the period during which the restrictions referred of (subject to in clauses 21.2(aclause 21.2 below) and 21.2(b) shall apply 12 months following the Termination Date shall Date, carry on, set up, be reduced by employed, engaged or interested in a business anywhere in the amount United Kingdom, United States of time during whichAmerica, if or such other country in which a Major Division operates as at allthe Termination Date, which is or is about to be in competition with the Company suspends the Executive under the provisions business of clause 19.1. 21.4 The Executive agrees that if, during either his employment with the Company or the period of the restrictions set out in 21.2(a) and 21.2(b) (subject to the provisions of clause 21.3), he receives an offer of employment or engagement, he will provide a copy of clause 21 to the offeror any Group Company as soon as is reasonably practicable after receiving the offer and will inform the Company of the identity of the offeror as soon as possible after the offer is accepted. 21.5 The Executive will, at the request and expense Termination Date with which the Executive was actively involved (including in an oversight capacity as a director of the Company, enter into ) during the 12 month period immediately prior to the Termination Date. A Major Division means a separate agreement with division or business carried on as at the Termination Date by the Company or any Group Company under which accounts for at least 20% of the terms Group’s revenues or 20% of the Group’s profits and with which he will agree the Executive was actively involved during the six month period to be bound by restrictions corresponding to those contained in clauses 21.2(a) and 21.2(b) (or such as may be appropriate in the circumstances). 21.6 Each and every obligation under Termination Date. The provisions of this clause 21 21.1(d) shall be treated as a separate obligation and shall be severally enforceable as such. If not, at any restriction contained in this clause 21 shall be adjudged by any court of competent jurisdiction time following the Termination Date, prevent the Executive from holding shares or other capital not amounting to be void or unenforceable as going beyond what is reasonable in the circumstances but would be valid if part more than 3% of the wording were deleted total issued share capital of any company whether listed on a recognised stock exchange or not and, in addition, shall not prohibit the said restriction shall apply seeking or doing of business not in direct or indirect competition with such deletions as may be necessary to make it valid and effectivethe business of the Company or any Group Company.