Common use of Termination by Notice Clause in Contracts

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her resignation or the Company has given notice in accordance with Section 3.2(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she is required to perform duties to which any such directorship relates in which case she may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her attorney to execute any instrument and do anything in her name and on her behalf to effect her resignation if she fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her duties (provided that if the Executive should fail to make herself available for such work having been requested by the Company or any Group Company to attend she shall, notwithstanding any other provision of this Agreement forfeit her right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her full salary in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she can satisfy the GSK Board that such employment/activities are not in breach of Section 17, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment.

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her resignation or the Company has given notice in accordance with Section 3.2(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she is required to perform duties to which any such directorship relates in which case she may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her attorney to execute any instrument and do anything in her name and on her behalf to effect her resignation if she fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her duties (provided that if the Executive should fail to make herself available for such work having been requested by the Company or any Group Company to attend she shall, notwithstanding any other provision of this Agreement forfeit her right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her full salary in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she can satisfy the GSK Board that such employment/activities are not in breach of Section 17, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 16.1.9 A removal by the Company of the Executive from her current position which results in a demotion to a position with less responsibility than her current position will be deemed to be a termination by the Company on notice pursuant to Section 16 of this Agreement.

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary and bonus in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive, and bonus shall be calculated on the basis of the Executive achieving 100 per cent of the target bonus at Bonus Level 1. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary and bonus under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 17, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 16.1.9 A removal by the Company of the Executive from his current position which results in a demotion to a position with less responsibility than his current position, or a change in reporting relationships which results in the Executive no longer reporting directly to the Chief Executive Officer, will be deemed to be a termination by the Company on notice pursuant to Section 16 of this Agreement.

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected affected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, including any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary and bonus and a cash payment equal to the value of his benefits ( excluding pension benefits) in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive, and bonus shall be calculated on the basis of the Executive achieving 100 per cent of the target bonus at Bonus Level 1. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary and bonus under this Agreement during any period after notice has been given, including, any Garden Leave Period. The Executive shall also receive within 14 days of the Termination Date confirmation from the Trustees of the Glaxo Wellcome Pension Scheme that his pension entitlement has been augmented by an amount equal in value to the amount of pension which would have accrued to the Executive in the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made), assuming that the rate of salary applicable for pension calculation purposes had remained the same as at the Termination Date throughout the period of notice. 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board plc that such employment/activities are not in breach of Section 17, the Company shall may at its discretion waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment.

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 17, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 16.1.9 A removal by the Company of the Executive from his current position which results in a demotion to a position with less responsibility than his current position will be deemed to be a termination by the Company on notice pursuant to Section 16 of this Agreement.

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies.. Back to Contents 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary and bonus in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive, and bonus shall be calculated on the basis of the Executive achieving 100 per cent of the target bonus at Bonus Level 1. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary and bonus under this Agreement during any period after notice has been given, including, any Garden Leave Period.. Back to Contents 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 17, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 16.1.9 A removal by the Company of the Executive from his current position which results in a demotion to a position with less responsibility than his current position, or a change in reporting relationships which results in the Executive no longer reporting directly to the Chief Executive Officer, will be deemed to be a termination by the Company on notice pursuant to Section 16 of this Agreement.

Termination by Notice. 16.1 15.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii3.1(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii3.1(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 15.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 15.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 15.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii15.1.2(ii). 16.1.3 15.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 15.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 15.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 1514) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 15.1.6 After the payment of a Lump Sum pursuant to Section 16.1.515.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 15.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 1716, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 15.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 15.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 1615, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment.

Termination by Notice. 16.1 15.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii3.2 (iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii3.2 (ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 15.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 15.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 15.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii15.1.2(ii). 16.1.3 15.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 15.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 15.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 1514) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, including any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary, bonus and 12 months pension contributions at the rate of eighteen per cent (18%) of the Executive’s full salary and bonus, in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Termination Date contemplated in Section 3.2(iv) and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive, and bonus shall be calculated on the basis of the Executive achieving 100 per cent of the target bonus at Bonus Level 1. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary and bonus under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 15.1.6 After the payment of a Lump Sum pursuant to Section 16.1.515.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 15.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 1716, the Company shall will waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 15.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 15.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 1615, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 15.1.9 A removal by the Company of the Executive from his current position which results in a demotion to a position with less responsibility than his current position, or a change in reporting relationships which results in the Executive no longer reporting directly to the GSK Board, or any successor board, will be deemed to be a termination by the Company on notice pursuant to Section 15 of this Agreement.

Termination by Notice. 16.1 15.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii3.2 (iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii3.2 (ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 15.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 15.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 15.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii15.1.2(ii). 16.1.3 15.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall:: Back to Contents (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 15.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 15.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 1514) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, including any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary and bonus in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Termination Date contemplated in Section 3.2(iv) and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive, and bonus shall be calculated on the basis of the Executive achieving 100 per cent of the target bonus at Bonus Level 1. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary and bonus under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 15.1.6 After the payment of a Lump Sum pursuant to Section 16.1.515.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 15.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 1716, the Company shall will waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 15.1 shall cease with effect from the agreed revised Termination Date.. Back to Contents 16.1.8 15.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 1615, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 15.1.9 A removal by the Company of the Executive from his current position which results in a demotion to a position with less responsibility than his current position, or a change in reporting relationships which results in the Executive no longer reporting directly to the GSK Board, or any successor board, will be deemed to be a termination by the Company on notice pursuant to Section 15 of this Agreement.

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii3.1(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii3.1(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above5.2. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 3.1 (except where termination is effected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 17, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 16.1.9 A removal by the Company of the Executive from his current position which results in a demotion to a position with less responsibility than his current position will be deemed to be a termination by the Company on notice pursuant to Section 16 of this Agreement.

Termination by Notice. 16.1 If either notice to terminate the Employment is given by the Executive according to Section 3.2(iii) above, or if the Executive resigns without giving due notice and the Company does not accept her his resignation or the Company has given notice in accordance with Section 3.2(ii) above then the Company may require the Executive to comply with any and all of the provisions in this Section 16.1 for a maximum period of 12 months (the “Garden Leave Period”). 16.1.1 The Company may require that the Executive does not: (i) enter or attend the premises of the Company, or any Group Company; or (ii) contact or have any communication with any customer or client of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iii) contact or have any communication with any employee, officer, director, agent or consultant of the Company, or any Group Company in relation to the business of the Company, or any Group Company; or (iv) become employed or engaged by any company, partnership or other entity whether as an employee, director, partner or consultant or carry on any business either on her his own account or for any other person whether directly or indirectly (except as the holder, directly or indirectly, of less than 5 per cent of the shares or save for those activities permitted in accordance with Section 4.3); (v) remain or become involved in any aspect of the business of the Company, or any Group Company except as required by such companies. 16.1.2 The Company may require the Executive: (i) to comply with the provisions of Section 12; and (ii) to immediately resign from any directorship which she he holds in the Company, and any Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless she he is required to perform duties to which any such directorship relates in which case she he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to appoint an officer of GSK plc as her his attorney to execute any instrument and do anything in her his name and on her his behalf to effect her his resignation if she he fails to do so in accordance with this Section 16.1.2(ii). 16.1.3 During any Garden Leave Period the Company may appoint another individual to carry out the duties of the Executive and the Executive shall: (i) continue to be bound by the provisions of this Agreement and conduct herself himself with good faith towards the Company and not do anything that is harmful to the Company or any Group Company; (ii) remain available to perform any reasonable duty requested by the Company or any Group Company and to co-operate generally with the Company or any Group Company to ensure a smooth handover of her his duties (provided that if the Executive should fail to make herself himself available for such work having been requested by the Company or any Group Company to attend she he shall, notwithstanding any other provision of this Agreement forfeit her his right to salary and contractual benefits in respect of such period of non-availability). 16.1.4 During the Garden Leave Period, the Executive will be entitled to receive her his salary and benefits in accordance with the terms of this Agreement including any bonus payable in accordance with Section 5.2 but excluding any share entitlements under Section 5.2 above. 16.1.5 Where the Company gives notice to terminate the Employment in accordance with Section 3.2 (except where termination is effected pursuant to the terms of Section 15) above then notwithstanding the continuation of the Employment during any period after notice has been given, including, any Garden Leave Period, within 30 days of the date such notice was given to the Executive, the Company shall pay to the Executive as a lump sum her his full salary and bonus in respect of the entire period of notice (except for any part of it attributable to the period falling after the Executive’s Retirement Date and subject to deduction of tax and any other deductions required to be made) (the “Lump Sum”). For this purpose, full salary shall be the basic salary in effect at the date such notice is given to the Executive, and bonus shall be calculated on the basis of the Executive achieving 100 per cent of the target bonus at Bonus Level 1. For the avoidance of doubt, the payment by the Company to the Executive of the Lump Sum will extinguish any and all liability imposed on the Company under this Agreement to make any further payment to the Executive in respect of salary and bonus under this Agreement during any period after notice has been given, including, any Garden Leave Period. 16.1.6 After the payment of a Lump Sum pursuant to Section 16.1.5, at the end of or at any time during the Garden Leave Period the Company may at its sole and absolute discretion terminate the Employment by further written notice to the Executive without any further payment. In any event at the end of the 12 month Garden Leave Period the Employment will also terminate automatically and the Company shall be under no obligation to make any further payment to the Executive, save for in respect of any Accrued Obligations that may exist. 16.1.7 However, in the event that the Executive obtains an offer of future alternative employment with another employer, or otherwise wishes to take up alternative business activities, and she he can satisfy the GSK Board that such employment/activities are not in breach of Section 17, the Company shall waive the balance of any unexpired notice period or the Garden Leave Period so as to enable the Executive to take up such alternative employment/activities; whereupon, subject to Section 12.3 above, the Company’s obligations to the Executive under this Section 16.1 shall cease with effect from the agreed revised Termination Date. 16.1.8 The Company and the Executive agree that if the Company shall fully perform, when due, all its obligations under this Section 16, such performance shall be in full and final settlement of all and any claims or rights of action which the Executive might have against the Company, or any Group Company arising out of this Agreement or its termination or otherwise howsoever relating to the Employment. 16.1.9 A removal by the Company of the Executive from his current position which results in a demotion to a position with less responsibility than his current position, or a change in reporting relationships which results in the Executive no longer reporting directly to the GSK Board, or any successor board, will be deemed to be a termination by the Company on notice pursuant to Section 16 of this Agreement.