Scope of the Employment. 4.1 During the Employment you shall: 4.1.1 unless prevented by ill-health or incapacity devote the whole of your time, attention and skill to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such duties, functions or powers in accordance with the terms of this Agreement; 4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with your position as may from time to time be assigned to or vested in you by the Board; 4.1.3 obey the reasonable and lawful directions of the Board; 4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies Xxx 0000 (as amended, extended or re-enacted from time to time); 4.1.5 not do anything that would cause you to be disqualified from acting as a director; 4.1.6 comply with any Memorandum and Articles of Association and all other Group rules, regulations, policies and procedures from time to time in force; 4.1.7 report to the CEO of the Group (or their delegate) and shall further keep the Board at all times promptly and fully informed (in writing if so requested) of your conduct of the business of the Employer and any Group Company and provide such explanations in connection with it as the Board may require; 4.1.8 comply with all requirements, recommendations or regulations relating to dealing in the securities of Employer or any Group Company including any share dealing code issued by the Group and any code of practice, policies or procedures manual issued by us (as amended from time to time) relating to dealing in the securities of Employer or any Group Company; 4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing; 4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made; 4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) on behalf of any other person, firm or company any contract or other arrangement of a commercial nature with any actual or prospective customer, contractor or supplier of the Employer or any Group Company; and 4.1.12 immediately disclose to a member of the Board your own actual or prospective wrongdoing (including any breach of clauses 11, 12 and 16 of this Agreement) and the wrongdoing of any other employee of the Employer or any Group Company. 4.2 You shall if and so long as we require and without any further remuneration carry out your duties on behalf of any Group Company. The duties attendant on any such appointment will be carried out by you as if they were duties to be performed by you on behalf of the Employer under this Agreement. 4.3 We are not obliged to ensure that you remain a statutory director of any company in the Group, and your removal from the Board in accordance with the articles of association or otherwise will not be a breach of this Agreement by us. 4.4 Subject to any regulations issued by the Employer, you shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission in respect of any sale or purchase of goods effected or other business transacted (whether or not by you) by or on behalf of the Employer or any Group Company and if you (or any firm or company in which you are interested) shall obtain any such discount, rebate or commission you shall account to the Employer or the relevant Group Company for the amount received by you (or a due proportion of the amount received by such company or firm having regard to the extent of your interest therein). 4.5 You must comply with the Xxxxxxx Xxx 0000 and related procedures at all times. In particular you shall not during the term of this Agreement without the consent of the Board seek or accept from any actual or prospective customer, contractor or supplier of the Employer or any Group Company any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the performance of your duties to the Employer or any Group Company of a kind and value.
Appears in 1 contract
Samples: Service Agreement (Charles River Laboratories International, Inc.)
Scope of the Employment. 4.1 During Save as specifically agreed with the Employment you Chief Executive Officer and the AT plc Board in respect of her obligations under clause 14.1, the Executive shall:
4.1.1 unless prevented by ill-health or incapacity devote the whole of your her time, attention attention, ability and skill skills to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such her duties, functions or powers in accordance with the terms of this Agreement;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with your her position as may from time to time be assigned to or vested in you her by the Board;
4.1.3 obey the all reasonable and lawful directions of the Board;
4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies Xxx 0000 (as amended, extended or re-enacted from time to time);
4.1.5 not do anything that would cause you to be disqualified from acting as a director;
4.1.6 comply with any Memorandum and Articles all the Company’s articles of Association and all other Group association, rules, regulations, policies and procedures and with the policies and procedures of Adaptimmune Therapeutics plc from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which any Group Company is subject from time to time (including the US Securities and Exchange Commission and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary of Adaptimmune Therapeutics plc such information as Adaptimmune Therapeutics plc may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 report comply, and will procure, so far as she is able, that her spouse or civil partner and dependent children (if any), or any trust in which she, her spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the CEO Company or to any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies Xxx 0000, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise her duties in compliance with the requirements of the Xxxxxxx Xxx 0000 and use all reasonable endeavours to assist the Company and any Group (or Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.10 at all times act in the best interests of the Company and use her best endeavours to promote and protect the interests of the Company, any of its Group Companies and their delegate) and shall further employees;
4.1.11 keep the Board and/or the AT plc Board, as applicable, at all times promptly and fully informed (in writing if so requested) of your her conduct of the business of the Employer Company and any Group Company and provide such explanations in connection with it such conduct as the Board and/or the AT plc Board may from time to time require;; and
4.1.8 comply 4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that she will not be assigned duties which she cannot reasonably perform or which are inconsistent with all requirements, recommendations or regulations relating to dealing in the securities her position and status.
4.3 During any period of Employer or any Group Company including any share dealing code issued notice of termination (whether given by the Group Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with her status, role and experience as the Company shall determine in its absolute discretion.
4.4 The Executive shall not, without the prior consent of the Chief Executive Officer:-
4.4.1 on behalf of the Company, incur any code capital expenditure in excess of practice, policies or procedures manual issued by us (such sum as amended may be authorised from time to time) relating to dealing in the securities of Employer or any Group Company;; and
4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing;
4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made;
4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) 4.4.2 on behalf of the Company, enter into any other personcommitment, firm or company any contract or other arrangement otherwise than in the normal course of a commercial nature with business or outside the scope of her normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any actual limits of authority or prospective customer, contractor or supplier budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.5.1 carry out her duties as instructed by the Company on behalf of the Employer or any Group Company; and
4.1.12 immediately disclose to 4.5.2 act as a member director, officer or consultant of the Board your own actual or prospective wrongdoing (including any breach of clauses 11, 12 and 16 of this Agreement) and the wrongdoing of any other employee of the Employer or Company and/or any Group Company.
4.2 You shall if and so long as we require and without any further remuneration carry out your duties on behalf of any Group Company. 4.6 The duties attendant on any such appointment will be carried out by you as if they were duties Executive confirms that she has disclosed to be performed by you on behalf of the Employer under this Agreement.
4.3 We are not obliged to ensure that you remain a statutory director of any company in the Group, and your removal from the Board in accordance with the articles of association or otherwise will not be a breach of this Agreement by us.
4.4 Subject to any regulations issued by the Employer, you shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission Company all circumstances in respect of any sale which there is, or purchase there might be, a conflict or possible conflict of goods effected or other business transacted (whether or not by you) by or on behalf of interest between the Employer Company or any Group Company and if you (or any firm or company in which you are interested) shall obtain the Executive and she agrees to disclose fully to the Company any such discountcircumstances that might arise during the Employment. For the avoidance of doubt, rebate or commission you shall account this includes but is not limited to, disclosing to the Employer Company any activity by a third party or the relevant Group Executive herself which might reasonably be expected to harm the Company for the amount received by you (or a due proportion of the amount received by such company or firm having regard its business.
4.7 The Executive shall disclose to the extent of your interest therein)Chief Executive Officer any direct or indirect approach or solicitation by any Competitor or Potential Competitor intended to encourage her to terminate her employment.
4.5 You must comply with the Xxxxxxx Xxx 0000 and related procedures at all times. In particular you shall not during the term of this Agreement without the consent of the Board seek or accept from any actual or prospective customer, contractor or supplier of the Employer or any Group Company any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the performance of your duties to the Employer or any Group Company of a kind and value.
Appears in 1 contract
Scope of the Employment. 4.1 During Save as specifically agreed with the Employment you Chief Executive Officer and the AT plc Board in respect of his obligations under clause 14.1, the Executive shall:
4.1.1 unless prevented by ill-health or incapacity devote the whole of your his time, attention attention, ability and skill skills to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such his duties, functions or powers in accordance with the terms of this Agreement;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with your his position as may from time to time be assigned to or vested in you him by the Board;
4.1.3 obey the all reasonable and lawful directions of the Board;
4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies Xxx 0000 (as amended, extended or re-enacted from time to time);
4.1.5 not do anything that would cause you to be disqualified from acting as a director;
4.1.6 comply with any Memorandum and Articles the Company's articles of Association and all other Group association, rules, regulations, policies and procedures and with the policies and procedures of Adaptimmune Therapeutics plc from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which any Group Company is subject from time to time (including the US Securities and Exchange Commission and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary of Adaptimmune Therapeutics plc such information as Adaptimmune Therapeutics plc may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 report comply, and will procure, so far as he is able, that his spouse or civil partner and dependent children (if any), or any trust in which he, his spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the CEO Company or to any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies Axx 0000, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise his duties in compliance with the requirements of the Bxxxxxx Xxx 0000 and use all reasonable endeavours to assist the Company and any Group (or Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.10 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group Companies and their delegate) and shall further employees;
4.1.11 keep the Board and/or the AT plc Board, as applicable, at all times promptly and fully informed (in writing if so requested) of your his conduct of the business of the Employer Company and any Group Company and provide such explanations in connection with it such conduct as the Board and/or the AT plc Board may from time to time require;; and
4.1.8 comply 4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with all requirements, recommendations or regulations relating to dealing in the securities his position and status.
4.3 During any period of Employer or any Group Company including any share dealing code issued notice of termination (whether given by the Group Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with his status, role and experience as the Company shall determine in its absolute discretion.
4.4 The Executive shall not, without the prior consent of the Chief Executive Officer:-
4.4.1 on behalf of the Company, incur any code capital expenditure in excess of practice, policies or procedures manual issued by us (such sum as amended may be authorised from time to time) relating to dealing in the securities of Employer or any Group Company;; and
4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing;
4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made;
4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) 4.4.2 on behalf of the Company, enter into any other personcommitment, firm or company any contract or other arrangement otherwise than in the normal course of a commercial nature with business or outside the scope of his normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any actual limits of authority or prospective customer, contractor or supplier budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.5.1 carry out his duties as instructed by the Company on behalf of the Employer or any Group Company; and
4.1.12 immediately disclose to 4.5.2 act as a member director, officer or consultant of the Board your own actual or prospective wrongdoing (including any breach of clauses 11, 12 and 16 of this Agreement) and the wrongdoing of any other employee of the Employer or Company and/or any Group Company.
4.2 You shall if and so long as we require and without any further remuneration carry out your duties on behalf of any Group Company. 4.6 The duties attendant on any such appointment will be carried out by you as if they were duties Executive confirms that he has disclosed to be performed by you on behalf of the Employer under this Agreement.
4.3 We are not obliged to ensure that you remain a statutory director of any company in the Group, and your removal from the Board in accordance with the articles of association or otherwise will not be a breach of this Agreement by us.
4.4 Subject to any regulations issued by the Employer, you shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission Company all circumstances in respect of any sale which there is, or purchase there might be, a conflict or possible conflict of goods effected or other business transacted (whether or not by you) by or on behalf of interest between the Employer Company or any Group Company and if you (or any firm or company in which you are interested) shall obtain the Executive and he agrees to disclose fully to the Company any such discountcircumstances that might arise during the Employment. For the avoidance of doubt, rebate or commission you shall account this includes but is not limited to, disclosing to the Employer Company any activity by a third party or the relevant Group Executive himself which might reasonably be expected to harm the Company for the amount received by you (or a due proportion of the amount received by such company or firm having regard its business.
4.7 The Executive shall disclose to the extent of your interest therein)Chief Executive Officer any direct or indirect approach or solicitation by any Competitor or Potential Competitor intended to encourage him to terminate his employment.
4.5 You must comply with the Xxxxxxx Xxx 0000 and related procedures at all times. In particular you shall not during the term of this Agreement without the consent of the Board seek or accept from any actual or prospective customer, contractor or supplier of the Employer or any Group Company any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the performance of your duties to the Employer or any Group Company of a kind and value.
Appears in 1 contract
Scope of the Employment. 4.1 During Save as specifically agreed with the Employment you Chief Executive Officer and the AT plc Board in respect of her obligations under clause 14.1, the Executive shall:
4.1.1 unless prevented by ill-health or incapacity devote the whole of your her time, attention attention, ability and skill skills to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such her duties, functions or powers in accordance with the terms of this Agreement;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with your her position as may from time to time be assigned to or vested in you her by the Board;;
4.1.3 obey the all reasonable and lawful directions of the Board;
4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies Xxx 0000 (as amended, extended or re-enacted from time to time);
4.1.5 not do anything that would cause you to be disqualified from acting as a director;
4.1.6 comply with any Memorandum and Articles of Association and all other Group the Company's rules, regulations, policies and procedures and with the policies and procedures of AT plc from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which any Group Company is subject from time to time (including the US Securities and Exchange Commission and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary of AT plc such information as AT plc may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 report comply, and will procure, so far as she is able, that her spouse or civil partner and dependent children (if any), or any trust in which she, her spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the CEO Company or to any Group Company;
4.1.8 exercise her duties in compliance with the requirements of the Xxxxxxx Xxx 0000 and use all reasonable endeavours to assist the Company and any Group (or Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.9 at all times act in the best interests of the Company and use her best endeavours to promote and protect the interests of the Company, any of its Group Companies and their delegate) and shall further employees;
4.1.10 if requested to do so, keep the Board and/or the AT plc Board, as applicable, at all times promptly and fully informed (in writing if so requested) of your her conduct of the business of the Employer Company and any Group Company and provide such explanations in connection with it such conduct as the Board and/or the AT plc Board may from time to time require;; and
4.1.8 comply 4.1.11 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that she will not be assigned duties which she cannot reasonably perform or which are inconsistent with all requirements, recommendations or regulations relating to dealing in the securities her position and status.
4.3 During any period of Employer or any Group Company including any share dealing code issued notice of termination (whether given by the Group Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with her status, role and experience as the Company shall determine in its absolute discretion.
4.4 The Executive shall not, without the prior consent of the Chief Executive Officer:-
4.4.1 on behalf of the Company, incur any code capital expenditure in excess of practice, policies or procedures manual issued by us (such sum as amended may be authorised from time to time) relating to dealing in the securities of Employer or any Group Company;; and
4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing;
4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made;
4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) 4.4.2 on behalf of the Company, enter into any other personcommitment, firm or company any contract or other arrangement otherwise than in the normal course of a commercial nature with business or outside the scope of her normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any actual limits of authority or prospective customer, contractor or supplier budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.5.1 carry out her duties as instructed by the Company on behalf of the Employer or any Group Company; and
4.1.12 immediately disclose to 4.5.2 act as a member director, officer or consultant of the Board your own actual or prospective wrongdoing (including any breach of clauses 11, 12 and 16 of this Agreement) and the wrongdoing of any other employee of the Employer or Company and/or any Group Company.
4.2 You shall if and so long as we require and without any further remuneration carry out your duties on behalf of any Group Company. 4.6 The duties attendant on any such appointment will be carried out by you as if they were duties Executive confirms that she has disclosed to be performed by you on behalf of the Employer under this Agreement.
4.3 We are not obliged to ensure that you remain a statutory director of any company in the Group, and your removal from the Board in accordance with the articles of association or otherwise will not be a breach of this Agreement by us.
4.4 Subject to any regulations issued by the Employer, you shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission Company all circumstances in respect of any sale which there is, or purchase there might be, a conflict or possible conflict of goods effected or other business transacted (whether or not by you) by or on behalf of interest between the Employer Company or any Group Company and if you (or any firm or company in which you are interested) shall obtain the Executive and she agrees to disclose fully to the Company any such discountcircumstances that might arise during the Employment. For the avoidance of doubt, rebate or commission you shall account this includes but is not limited to, disclosing to the Employer Company any activity by a third party or the relevant Group Executive herself which might reasonably be expected to harm the Company for the amount received by you (or a due proportion of the amount received by such company or firm having regard its business.
4.7 The Executive shall disclose to the extent of your interest therein)Chief Executive Officer any direct or indirect approach or solicitation by any Competitor or Potential Competitor intended to encourage her to terminate her employment.
4.5 You must comply with the Xxxxxxx Xxx 0000 and related procedures at all times. In particular you shall not during the term of this Agreement without the consent of the Board seek or accept from any actual or prospective customer, contractor or supplier of the Employer or any Group Company any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the performance of your duties to the Employer or any Group Company of a kind and value.
Appears in 1 contract
Samples: Employment Agreement (Adaptimmune Therapeutics PLC)
Scope of the Employment. 4.1 During Save as specifically agreed with the Employment you Board (and, in particular, in relation to the Executive’s engagement with GW Pharmaceuticals Plc), the Executive shall:
4.1.1 unless prevented by ill-health or incapacity devote the whole of your his time, attention attention, ability and skill skills to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such his duties, functions or powers in accordance with the terms of this Agreement;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with your his position as may from time to time be assigned to or vested in you him by the Board;
4.1.3 obey the all reasonable and lawful directions of the Board;
4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies Xxx 0000 (as amended, extended or re-enacted from time to time);
4.1.5 not do anything that would cause you to be disqualified from acting as a director;
4.1.6 comply with any Memorandum and Articles all the Company’s articles of Association and all other Group association, rules, regulations, policies and procedures from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which the Company is subject from time to time (including the US Securities and Exchange Commission, Nasdaq and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company Secretary such information as the Company may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 report comply, and will procure, so far as he is able, that his spouse or civil partner and dependent children (if any), or any trust in which he, his spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the CEO Company or any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies Xxx 0000, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise his duties in compliance with the requirements of the Xxxxxxx Xxx 0000 and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act;
4.1.10 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group (or Companies and their delegate) and shall further employees;
4.1.11 keep the Board at all times promptly and fully informed (in writing if so requested) of your his conduct of the business of the Employer Company and any Group Company and provide such explanations in connection with it such conduct as the Board may from time to time require;; and
4.1.8 comply 4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with all requirements, recommendations or regulations relating to dealing in the securities his position and status.
4.3 During any period of Employer or any Group Company including any share dealing code issued notice of termination (whether given by the Group Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with his status, role and experience as the Company shall determine in its absolute discretion.
4.4 The Executive shall not, without the prior consent of the Board:-
4.4.1 on behalf of the Company, incur any code capital expenditure in excess of practice, policies or procedures manual issued by us (such sum as amended may be authorised from time to time) relating to dealing in the securities of Employer or any Group Company;; and
4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing;
4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made;
4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) 4.4.2 on behalf of the Company, enter into any other personcommitment, firm or company any contract or other arrangement otherwise than in the normal course of a commercial nature with business or outside the scope of his normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any actual limits of authority or prospective customer, contractor or supplier budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.5.1 carry out his duties as instructed by the Company on behalf of the Employer or any Group Company; and
4.1.12 immediately disclose to 4.5.2 act as a member director, officer or consultant of the Board your own actual or prospective wrongdoing (including any breach of clauses 11, 12 and 16 of this Agreement) and the wrongdoing of any other employee of the Employer or Company and/or any Group Company.
4.2 You shall if and so long as we require and without any further remuneration carry out your duties on behalf of any Group Company. 4.6 The duties attendant on any such appointment will be carried out by you as if they were duties Executive confirms that he has disclosed to be performed by you on behalf of the Employer under this Agreement.
4.3 We are not obliged to ensure that you remain a statutory director of any company in the Group, and your removal from the Board in accordance with the articles of association or otherwise will not be a breach of this Agreement by us.
4.4 Subject to any regulations issued by the Employer, you shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission Company all circumstances in respect of any sale which there is, or purchase there might be, a conflict or possible conflict of goods effected or other business transacted (whether or not by you) by or on behalf of interest between the Employer Company or any Group Company and if you (or any firm or company in which you are interested) shall obtain the Executive and he agrees to disclose fully to the Company any such discountcircumstances that might arise during the Employment. For the avoidance of doubt, rebate or commission you shall account this includes but is not limited to, disclosing to the Employer Company any activity by a third party or the relevant Group Executive himself which might reasonably be expected to harm the Company for the amount received by you (or a due proportion of the amount received by such company or firm having regard its business.
4.7 The Executive shall disclose to the extent of your interest therein)Chairman any direct or indirect approach or solicitation by any Competitor or Potential Competitor intended to encourage him to terminate his employment.
4.5 You must comply with the Xxxxxxx Xxx 0000 and related procedures at all times. In particular you shall not during the term of this Agreement without the consent of the Board seek or accept from any actual or prospective customer, contractor or supplier of the Employer or any Group Company any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the performance of your duties to the Employer or any Group Company of a kind and value.
Appears in 1 contract
Scope of the Employment. 4.1 During Save as specifically agreed with the Employment you Board (and, in particular, in relation to the Executive’s engagements with Immunocore Limited and GW Pharmaceuticals Plc), the Executive shall:
4.1.1 unless prevented by ill-health or incapacity devote the whole of your his time, attention attention, ability and skill skills to the business and affairs of the Employer or any Group Company in respect of which you undertake duties and use your best endeavours to promote their interests provided that the Board may at any time require you to cease performing and exercising all or any of such his duties, functions or powers in accordance with the terms of this Agreement;
4.1.2 faithfully and diligently perform such duties and exercise such powers consistent with your his position as may from time to time be assigned to or vested in you him by the Board;
4.1.3 obey the all reasonable and lawful directions of the Board;
4.1.4 abide by any statutory, fiduciary or common law duties to the Employer or any Group Company of which you are a director including but not limited to the general duties owed by a director under section 171 to 177 of the Companies Xxx 0000 (as amended, extended or re-enacted from time to time);
4.1.5 not do anything that would cause you to be disqualified from acting as a director;
4.1.6 comply with any Memorandum and Articles all the Company’s articles of Association and all other Group association, rules, regulations, policies and procedures and all provisions of the shareholders agreement (if applicable) from time to time in force;
4.1.5 comply with the rules of any securities or investment exchange or regulatory or governmental body to which the Company is subject from time to time (including the US Securities and Exchange Commission, Nasdaq and the City Code on Takeovers and Mergers);
4.1.6 promptly give the Company such information as the Company may require to enable it to comply with its legal obligations, or the requirements of Nasdaq or any other applicable stock exchange;
4.1.7 report comply, and will procure, so far as he is able, that his spouse or civil partner and dependent children (if any), or any trust in which he, his spouse or civil partner or dependent children may be concerned or interested in as trustee or beneficiary, will comply with any code of conduct relating to securities transactions by directors and specified employees applicable in the CEO Company or any Group Company;
4.1.8 comply with the general duties of directors set out in sections 171-177 of the Companies Xxx 0000, as well as any other applicable common law or statutory duties owed by directors to their company;
4.1.9 exercise his duties in compliance with the requirements of the Xxxxxxx Xxx 0000 and use all reasonable endeavours to assist the Company in preventing bribery from being conducted on its behalf in contravention of that Act.
4.1.10 at all times act in the best interests of the Company and use his best endeavours to promote and protect the interests of the Company, any of its Group (or Companies and their delegate) and shall further employees;
4.1.11 keep the Board at all times promptly and fully informed (in writing if so requested) of your his conduct of the business of the Employer Company and any Group Company and provide such explanations in connection with it such conduct as the Board may from time to time require;; and
4.1.8 comply 4.1.12 act as a model for all other employees of the Group.
4.2 Subject to clause 4.3 the Company reserves the right to assign the Executive duties of a different nature on a permanent or temporary basis either in addition to or instead of those referred to in clause 4.1 above, it being understood that he will not be assigned duties which he cannot reasonably perform or which are inconsistent with all requirements, recommendations or regulations relating to dealing in the securities his position and status.
4.3 During any period of Employer or any Group Company including any share dealing code issued notice of termination (whether given by the Group Company or the Executive), the Company shall be at liberty to assign the Executive such other duties consistent with his status, role and experience as the Company shall determine in its absolute discretion.
4.4 The Executive shall not, without the prior consent of the Board:-
4.4.1 on behalf of the Company, incur any code capital expenditure in excess of practice, policies or procedures manual issued by us (such sum as amended may be authorised from time to time) relating to dealing in the securities of Employer or any Group Company;; and
4.1.9 neither commit nor attempt to commit the criminal offence of insider dealing;
4.1.10 not engage in any form of facilitating tax evasion, whether under UK law or under the law of any foreign country. You must immediately report to the Board any request or demand from a third party to facilitate the evasion of tax or any concerns that such a request or demand may have been made;
4.1.11 not without the written consent of the Board make or seek to make on your behalf or (otherwise than properly in the performance of your duties to the Employer) 4.4.2 on behalf of the Company, enter into any other personcommitment, firm or company any contract or other arrangement otherwise than in the normal course of a commercial nature with business or outside the scope of his normal duties, or of an unusual, onerous or long term nature. For the avoidance of doubt, nothing in this clause prevents the Executive acting within any actual limits of authority or prospective customer, contractor or supplier budgets agreed by the Board from time to time.
4.5 The Executive shall if and so long as the Company requires without further remuneration:
4.5.1 carry out his duties as instructed by the Company on behalf of the Employer or any Group Company; and
4.1.12 immediately disclose to 4.5.2 act as a member director, officer or consultant of the Board your own actual or prospective wrongdoing (including any breach of clauses 11, 12 and 16 of this Agreement) and the wrongdoing of any other employee of the Employer or Company and/or any Group Company.
4.2 You shall if and so long as we require and without any further remuneration carry out your duties on behalf of any Group Company. 4.6 The duties attendant on any such appointment will be carried out by you as if they were duties Executive confirms that he has disclosed to be performed by you on behalf of the Employer under this Agreement.
4.3 We are not obliged to ensure that you remain a statutory director of any company in the Group, and your removal from the Board in accordance with the articles of association or otherwise will not be a breach of this Agreement by us.
4.4 Subject to any regulations issued by the Employer, you shall not be entitled to receive or obtain directly or indirectly any discount, rebate or commission Company all circumstances in respect of any sale which there is, or purchase there might be, a conflict or possible conflict of goods effected or other business transacted (whether or not by you) by or on behalf of interest between the Employer Company or any Group Company and if you (or any firm or company in which you are interested) shall obtain the Executive and he agrees to disclose fully to the Company any such discountcircumstances that might arise during the Employment. For the avoidance of doubt, rebate or commission you shall account this includes but is not limited to, disclosing to the Employer Company any activity by a third party or the relevant Group Executive himself which might reasonably be expected to harm the Company for the amount received by you (or a due proportion of the amount received by such company or firm having regard its business.
4.7 The Executive shall disclose to the extent of your interest therein)Chairman any direct or indirect approach or solicitation by any Competitor or Potential Competitor intended to encourage him to terminate his employment.
4.5 You must comply with the Xxxxxxx Xxx 0000 and related procedures at all times. In particular you shall not during the term of this Agreement without the consent of the Board seek or accept from any actual or prospective customer, contractor or supplier of the Employer or any Group Company any gift, gratuity or benefit of more than a trivial value or any hospitality otherwise than properly in the performance of your duties to the Employer or any Group Company of a kind and value.
Appears in 1 contract
