Common use of TERMINATION OF AND SUSPENSION FROM EMPLOYMENT Clause in Contracts

TERMINATION OF AND SUSPENSION FROM EMPLOYMENT. 12.1 The Company may terminate the Employment without notice or pay in lieu of notice if the Executive: (a) commits a material breach of the terms and conditions of this Agreement whether or not amounting to gross misconduct or other conduct which would entitle the Company to terminate the Employment in accordance with any sub-clause of this clause 12, (b) repeals or continues after a written warning any non material breach of the terms and conditions of this agreement, including any failure to carry out the Duties efficiently, diligently or competently; (c) commits any act of gross misconduct or is guilty of any conduct which may in the reasonable opinion of the Board, bring any Group Company into disrepute or is calculated or likely prejudicially to affect the interests of any Group Company, whether or not the conduct occurs during or in the context of the Employment; (d) is convicted of any criminal offence punishable with imprisonment (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which he is not sentenced to any term of imprisonment whether immediate or suspended); (e) commits any act of dishonesty relating to any Group Company, any of its employees or otherwise; (f) becomes prohibited by law from being a director, is removed from office pursuant to the Company’s articles of association, unless the removal is caused by sickness or injury or, except at the request of the Company or pursuant to sub-clause 12.7, resigns as a director; (g) becomes of unsound mind or a patient within the meaning of the Mental Health Xxx 0000 so that in the opinion of the Board he is unable to perform the Duties; or (h) becomes bankrupt or makes any arrangement or composition with his creditors generally.

TERMINATION OF AND SUSPENSION FROM EMPLOYMENT. 12.1 The Company may by written notice terminate the Employment without notice or pay in lieu of notice if the Executive: (a) commits a material breach of the terms and conditions of this Agreement whether or not amounting to gross misconduct or other conduct which would entitle the Company to terminate the Employment in accordance with any sub-clause of this clause 12,; (b) repeals repeats or continues after a written warning any non material breach of the terms and conditions of this agreement, including any failure to carry out the Duties efficiently, diligently or competently; (c) commits any act of gross misconduct or is guilty of any conduct which may in the reasonable opinion of the Board, bring any Group Company into disrepute or is calculated or likely prejudicially to affect the interests of any Group Company, whether or not the conduct occurs during or in the context of the Employment; (d) is convicted of any criminal offence punishable with imprisonment (other than an offence under road traffic legislation in the United Kingdom or elsewhere for which he is not sentenced to any term of imprisonment whether immediate or suspended); (e) commits any act of dishonesty relating to any Group Company, any of its employees or otherwise; (f) becomes prohibited by law from being a director, is removed from office pursuant to the Company’s 's articles of association, unless the removal is caused by sickness or injury or, except at the request of the Company or pursuant to sub-clause 12.7, resigns as a director; (g) becomes of unsound mind or a patient within the meaning of the Mental Health Xxx 0000 so that in the opinion of the Board he is unable to perform the Duties; or (h) becomes bankrupt or makes any arrangement or composition with his creditors generally. 12.2 The Employment shall automatically terminate when the Executive reaches the age of 65. 12.3 In order to investigate a complaint against the Executive of misconduct the Company may suspend the Executive on full pay for so long as may be necessary to carry out a proper investigation and hold any appropriate disciplinary hearing. 12.4 Notwithstanding sub-clauses 9.2 and 11.3 if the Executive is incapable of performing the Duties due to sickness or injury for a period or periods aggregating at least 30 days in any period of 12 months the Company may, by not less than one (1) months' prior written notice given at any time whilst such incapacity continues, terminate the Employment. Upon termination of the Employment under this sub-clause the Executive shall cease to be entitled to any payment under sub-clause 11.3 or any other provision of this Agreement. (a) On the service of notice to terminate the Employment by the Executive or the Company or at any time during the currency of such notice, the Company may elect (but shall not be obliged) to terminate the Employment with immediate effect by notifying the Executive in writing that the Employment is being terminated pursuant to this clause and undertaking, subject to sub-clause (b), to pay to the Executive a sum equivalent to the Executive's basic salary for the unexpired portion of the Executive's contractual notice entitlement. The Company will pay the sum due and payable under this sub-clause (subject to deduction of tax and national insurance contributions at source) in equal instalments at monthly intervals in arrears during the period. (b) If the Company terminates the Employment with immediate effect pursuant to sub-clause (a), then the Executive undertakes to inform the Company in writing as soon as he receives an offer of alternative employment and to commence that employment as soon as is reasonably practicable. The Executive agrees that no further monies will become due under sub-clause (a) with effect from the first day of paid alternative employment and undertakes to repay any monies paid in advance which relate to any period of paid alternative employment. (a) After notice to terminate the Employment has been given by the Executive or the Company, the CEO may for all or part of the duration of the notice period in its absolute discretion require the Executive: (i) to perform only such duties (including without limitation research projects) as it may allocate to the Executive; (ii) not to perform any of the Duties; (iii) not to have any contact (other than social contact) with customers of the Company or any Group Company; (iv) not to have any contact with such employees or suppliers of the Company or any Group Company as the CEO shall determine; (v) to disclose to the CEO any attempted contact (other than social contact) with him made by any customer, employee or supplier with whom the Executive has been required to have no contact pursuant to this sub-clause; (vi) to take any accrued holiday entitlement; (vii) not to enter any premises of the Company or any Group Company nor to visit the premises of any of the Company's or any Group Company's suppliers or customers; provided always that throughout the period of any such action and subject to the other provisions of this Agreement the Executive's salary and contractual benefits shall not cease to accrue or be paid. (b) The Executive acknowledges that such action taken on the part of the Company shall not constitute a breach of this Agreement of any kind whatsoever nor shall the Executive have any claim against the Company in respect of any such action. (c) During any period of garden leave the Executive shall owe a duty of the utmost good faith to the Company and Group, must not work for any other person or on his own account and shall remain readily contactable and available to work for the Company or any Group Company. Should the Executive work for any other person or on his own account or fail to be available for work at any time having been requested by the Company to do so, the Executive's right to salary and contractual benefits in respect of such period of non-availability shall be forfeit notwithstanding any other provision of this Agreement. (a) On the Termination Date or (if earlier) at any time after notice is given by the Company or the Executive to terminate the Employment, the Executive shall, at the request of the CEO, resign (without prejudice to any claims which he may have against any Group Company arising out of the Employment or its termination) from all and any offices which he may hold as a director of any Group Company and from all other appointments or offices which he holds as nominee or representative of any Group Company. (b) If the Executive should fail to comply with any obligation under sub-clause (a) forthwith upon the Company's request, the Company is irrevocably authorised to appoint some person in his name and on his behalf to sign any documents or do any things necessary or requisite to effect such resignation(s) and/or transfer(s).

TERMINATION OF AND SUSPENSION FROM EMPLOYMENT. 12.1 The Company may 7.1 Notwithstanding any other provision of this Agreement, the Executive's employment shall terminate the Employment automatically and without notice or pay in lieu of prior notice if the Executive: (a) commits a material breach Executive shall reach the retirement age applicable to the Executive as specified in Part C of the terms and conditions Schedule attached hereto. 7.2 Notwithstanding any other provision of this Agreement whether Agreement, if the Executive shall:- 7.2.1 fail or not amounting to gross misconduct or other conduct which would entitle the Company to terminate the Employment in accordance with any sub-clause of this clause 12, (b) repeals or continues after a written warning any non material breach of the terms neglect efficiently and conditions of this agreement, including any failure diligently to carry out the Duties efficiently, diligently his duties or competently; (c) commits any act of gross misconduct or is be guilty of any conduct which may in the reasonable opinion material or persistent breach or non-observance of any of the Board, bring any Group Company into disrepute or is calculated or likely prejudicially to affect the interests provisions of any Group Company, whether or not the conduct occurs during or in the context of the Employmentthis Agreement; (d) is 7.2.2 be guilty of gross misconduct; 7.2.3 be convicted of any criminal offence punishable with imprisonment (other than excluding (1) an offence under road traffic legislation in the United Kingdom or and elsewhere for which he is not sentenced to any term of imprisonment whether immediate or suspended); suspended and (e2) commits any act of dishonesty relating to any Group Company, any of its employees or otherwise; (f) becomes prohibited by law from being a director, is removed from office pursuant to the Company’s articles of association, unless the removal is caused by sickness or injury or, except at the request of the Company or pursuant to sub-clause 12.7, resigns as a director; (g) becomes of unsound mind or a patient within the meaning of the Mental Health Xxx 0000 so that offence which in the opinion of the Board he is unable to perform a technical infringement of UK or foreign laws committed without intention by the Duties; orExecutive during the bona fide performance of his duties for the Company); (h) becomes bankrupt 7.2.4 be made the subject of a bankruptcy order or makes have a receiving order or an administration order made against him or make any arrangement or composition with his creditors generallyor otherwise take advantage of any statute from time to time in force offering relief for insolvent debtors; or 7.2.5 be disqualified from being or cease to be qualified to be a director by reason of the Articles of Association of the Company from time to time (save (1) where such disqualification arises from non re-election as director following resignation by rotation under the Articles of Association of the Company (2) where the director has been removed by ordinary resolution of the shareholders of the Company in general meeting (but not further or otherwise)) or an order made by any court or under any legislation from time to time in force; the Company may in any such case by written notice to the Executive forthwith terminate the Executive's employment without any obligation to pay any further sums to the Executive whether by way of compensation, damages or otherwise in respect of any notice period or any unexpired period of this Agreement, provided that any such termination shall be without prejudice to any other rights of the Company. 7.3 It shall be a fundamental term of this Agreement that the Executive complies at all times with the "Model Code for Securities Transactions By Directors of Listed Companies" issued by authority of the Council of The Stock Exchange. Breach of such Code by the Executive shall constitute "gross misconduct" for the purpose of clause 7.2 above. 7.4 If the Executive shall become unable properly to perform his duties by reason of ill-health, (which for the avoidance of doubt shall include mental illness), accident or otherwise for a period or periods aggregating at least 140 working days in any period of 12 consecutive calendar months then the Company may, by not less than 3 months' prior written notice to the Executive, terminate the Executive's employment provided that no such notice shall be given after the expiration of six months from the end of any such period or, if more than one, the last of such periods aggregating at least 140 working days. 7.5 In order to investigate a complaint of misconduct made against the Executive the Company shall be entitled to suspend the Executive from his duties on full pay and with full entitlement to all other benefits under this Agreement for such period as the Board shall consider reasonably necessary in order to facilitate a proper investigation of such complaint and to require the Executive to stay away from any premises, employees, officers, customers and clients of the Company or of any Group Company or of any Associated Company. 7.6 Forthwith upon being requested by the Company and in any event upon determination of the Executive's employment for whatever reason the Executive shall deliver to the Company all books, documents, papers (including copies), materials, keys and other property of, or relating to, the business of the Company or of any Group Company or of any Associated Company then in his possession or which are or were last under his power or control (and which in the latter case cannot be demonstrated to be in the Company's possession) including, without limitation, any car, credit card or charge card provided in connection with his employment.

TERMINATION OF AND SUSPENSION FROM EMPLOYMENT. 12.1 The Company may 7.1 Notwithstanding any other provision of this Agreement, the Executive's employment shall terminate the Employment automatically and without notice or pay in lieu of prior notice if the Executive: (a) commits a material breach Executive shall reach the retirement age applicable to the Executive as specified in Part C of the terms and conditions Schedule attached hereto. 7.2 Notwithstanding any other provision of this Agreement whether Agreement, if the Executive shall:- 7.2.1 fail or not amounting to gross misconduct or other conduct which would entitle the Company to terminate the Employment in accordance with any sub-clause of this clause 12, (b) repeals or continues after a written warning any non material breach of the terms neglect efficiently and conditions of this agreement, including any failure diligently to carry out the Duties efficiently, diligently his duties or competently; (c) commits any act of gross misconduct or is be guilty of any conduct which may in the reasonable opinion material or persistent breach or non-observance of any of the Boardprovisions of this Agreement; 7.2.2 be guilty of gross misconduct, bring or serious incompetence or does or omits to do anything else which is seriously prejudicial to the interests of the Company or any Group Company into disrepute or acts in a manner which adversely prejudices or because of his behaviour is calculated or likely prejudicially to affect prejudice adversely the interests or reputation of the Executive, the Company or any Group Company, whether or not the conduct occurs during or in the context of the Employment;. (d) 7.2.3 is charged with/convicted of any criminal offence punishable with imprisonment (other than excluding (1) an offence under road traffic legislation in the United Kingdom or and elsewhere for which he is not sentenced to any term of imprisonment whether immediate or suspendedsuspended and (2) any offence which in the opinion of the Board is a technical infringement of UK or foreign laws committed without intention by the Executive during the bona fide performance of his duties for the Company); or 7.2.4 be made the subject of a bankruptcy order or have a receiving order or an administration order made against him or make any composition with his creditors or otherwise take advantage of any statute from time to time in force offering relief for insolvent debtors; (e) commits any act of dishonesty relating to any Group Company, any of its employees or otherwise; (f) 7.2.5 becomes prohibited by law from being a director, is removed from office pursuant director the Company may in any such case by written notice to the Executive forthwith terminate the Executive's employment (notwithstanding that the Company may have allowed any time to elapse or on a former occasion may have waived its rights under this clause) without any obligation to pay any farther sums to the Executive other than in respect of unpaid salary, bonus, benefits and expenses whether by way of compensation, damages or otherwise in respect of any notice period or any unexpired period of this Agreement, provided that any such termination shall be without prejudice to any other rights of the Company’s articles . 7.3 It shall be a fundamental term of associationthis Agreement that the Executive complies at all times with every rule of law, unless every regulation of the removal is caused London and New York Stock Exchanges and any instructions on share dealings in the shares of the Group's ultimate parent company, which are issued to the Executive by sickness the Group Company Secretary. Breach of such instructions by the Executive shall constitute "gross misconduct" for the purpose of clause 7.2 above. 7.4 If the Executive shall become unable properly to perform his duties by reason of ill-health, (which for the avoidance of doubt shall include mental illness), accident or injury otherwise for a period or periods aggregating at least 140 working days in any period of 12 consecutive calendar months then the Company may, by not less than 3 months' prior written notice to the Executive, terminate the Executive's employment provided that no such notice shall be given after the expiration of six months from the end of any such period or, except if more than one, the last of such periods aggregating at least 140 working days. 7.5 In order to investigate a complaint of misconduct made against the request Executive the Company shall be entitled to suspend the Executive from his duties on full pay and with full entitlement to all other benefits under this Agreement for such period as the Board shall consider reasonably necessary in order to facilitate a proper investigation of such complaint and to require the Executive to stay away from any premises, employees, officers, customers and clients of the Company or pursuant of any Group Company or of any Associated Company. The Company shall nevertheless make available to sub-clause 12.7the Executive, resigns as a director;on request, such documentation reasonably requested by the Executive for the purposes of defending the complaint of misconduct. (g) becomes of unsound mind or a patient within 7.6 Forthwith upon being requested by the meaning Company and in any event upon determination of the Mental Health Xxx 0000 so that Executive's employment for whatever reason the Executive shall deliver to the Company all books, documents, software, papers (including copies), materials, keys and other property of, or relating to, the business of the Company or of any Group Company or of any Associated Company then in his possession or which are or were last under his power or control (and which in the opinion of latter case cannot be demonstrated to be in the Board he is unable to perform the Duties; or (hCompany's possession) becomes bankrupt including, without limitation, any car, credit card or makes any arrangement or composition charge card provided in connection with his creditors generallyemployment.