Common use of Termination of the appointment Clause in Contracts

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director shall be entitled to terminate the Appointment by giving three months' notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director :- (a) by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 12 weeks in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, the Company shall withdraw such notice; or (b) by summary notice in writing if the Director shall at any time :- (i) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generally; (iv) become a lunatic or of unsound mind; (v) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing his duties and obligations hereunder; (vi) become prohibited by law from acting as a director; (vii) be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii) be prohibited by law from fulfilling his duties hereunder; (ix) be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect his position as a director of the Company); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit. (C) If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, on terms no less favourable to him than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall :- (1) forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be his attorney and in his name and on his behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director Executive shall be entitled to terminate the Appointment by giving three two months' ’ notice in writing to the Company if any money due and payable by the Company to the Director Executive under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director Executive within a period of thirty 30 days from any written demand by the Director Executive for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director Executive :- (a) by not less than three months’ notice in writing given at any time taking immediate effect if while the Director Executive shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 90 days in the proceeding 12 weeks in any 12 month period Provided months provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director Executive shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, anticipated the Company shall withdraw such notice; or (b) by summary notice in writing if the Director Executive shall at any time time:- (i) i. commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 60 days after within warning given by the Board); ii be guilty of any given misconduct or willful neglect in the discharge of his duties (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 60 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) . become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generallyhim; (iv) . become a lunatic or of unsound mind; v. absent himself from the meetings of the Board during a continuous period of three months, without special leave of absence from the Board, and his alternate director (vif any) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing shall not during such period have attended in his duties and obligations hereunderstead; (vi) . become prohibited by law from acting as a director; (vii) . be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii) . be prohibited by law from fulfilling his duties hereunder;; or (ix) . be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect effect his position as a director of the Company); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment pursuant to sub-clause (A)(2)(b) it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director Executive without payment of the fee described in Clause 6(A) salary in full or in part for so long as it may think fit. (C) If the Director Executive shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, him on terms no less favourable to him than the terms in effect effects under this Agreement, either by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director Executive shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or of the disclaimer or termination of this Agreement by the Company within two three months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director Executive shall :- (1) forthwith when at any time and from time to time thereafter at the termination request of the Appointment takes effect Company resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director Executive as nominee for the Company or any company in the Group provided by it and the Director Executive hereby irrevocably irrevocable appoints the Company to be his attorney and in his name and on his behalf to sign and execute do any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director Executive may have against any such company or which any such company may have against the Director Executive arising out of this Agreement or of the termination of the Appointment;appointment; and (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Groupcontrol. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :-Agreement:- (1) the Director shall be entitled to terminate the Appointment by giving three 3 months' notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty 30 days from any written demand by the Director for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director :-Director:- (a) by not less than 3 months' notice in writing given at any time taking immediate effect if while the Director shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 90 days in the preceding 12 weeks in any 12 month period Provided months, provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, anticipated the Company shall withdraw such notice; or (b) by summary notice in writing if the Director shall at any time :-time:- (i1) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board)contained; (ii2) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunderhereunder or refuse to carry out any reasonable and lawful order given to him by the Board in the course of his Appointment; (iii3) become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generally; (iv4) become a lunatic or of unsound mind; (v5) become permanently incapacitated by illness or other like causes so as to prevent absent himself from the Director meetings of the Board during a continuous period of 3 months, without special leave of absence from performing the Board, and his duties and obligations hereunderalternate director (if any) shall not during such period have attended in his stead; (vi) become prohibited by law from acting as a director; (vii6) be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii7) being a director of the Company or otherwise, be prohibited by law from fulfilling his duties hereunder; (ix) 8) be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect his position as a director of the Company); or (x9) be convicted improperly divulge to any unauthorized person any business secret or secret details of any offence the organization, business or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to timeclientele of the Group. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment pursuant to sub-clause 7(A)(2)(b) it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part salary for so long as it may think fit. (C) If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, him on terms no less favourable favorable to him than the terms in effect under this Agreement, either by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group Company or of the disclaimer or termination of this Agreement by the Company within two 3 months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall :-shall:- (1) forthwith when at any time and from time to time thereafter at the termination request of the Appointment takes effect Company resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be his attorney and in his name and on his behalf to sign and execute do any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Companycontrol; and (3) not at any time thereafter represent himself still to be connected with the Company or any member of other company in the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether . No delay and forbearance by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as exercising any such right of termination in Clause 7(A)(2) shall constitute a director or otherwise but if such termination shall be caused by any act or omission waiver of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breachthat right. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director shall be entitled to terminate the Appointment by giving three months' notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director :- (a) by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his her duties hereunder for a period of or periods aggregating 12 weeks in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he she has fully recovered from his her physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, the Company shall withdraw such notice; or (b) by summary notice in writing if the Director shall at any time :- (i) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his her duties hereunder; (iii) become bankrupt or have a receiving order made against him her or suspend payment of his her debts or compound with his her creditors generally; (iv) become a lunatic or of unsound mind; (v) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing his her duties and obligations hereunder; (vi) become prohibited by law from acting as a director; (vii) be guilty of conduct tending to bring himself herself or any company in the Group into disrepute; (viii) be prohibited by law from fulfilling his her duties hereunder; (ix) be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect his her position as a director of the Company); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit. (C) If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to himher, on terms no less favourable to him her than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall :- (1) forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by him her in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be his her attorney and in his her name and on his her behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his her possession or under his her power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself herself to be connected with any member of the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his her ceasing to be a director of the Company for whatever reason whether by reason of his her not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him her as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director shall be entitled to terminate the Appointment by giving three months' one month notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director :- (a) by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 12 weeks in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, the Company shall withdraw such notice; or (b) by summary notice in writing if the Director shall at any time :- (i) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generally; (iv) become a lunatic or of unsound mind; (v) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing his duties and obligations hereunder; (vi) become prohibited by law from acting as a director; (vii) be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii) be prohibited by law from fulfilling his duties hereunder; (ix) be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect his position as a director of the Company); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit. (C) If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, on terms no less favourable to him than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall :- (1) forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be his attorney and in his name and on his behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his him not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director Officer shall be entitled to terminate the Appointment by giving three months' on month notice in writing to the Company if any money due and payable by the Company to the Director Officer under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director Officer within a period of thirty days from any written demand by the Director Officer for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director Officer :- (a) by notice in writing given at any time taking immediate effect if the Director Officer shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 12 weeks in any 12 month period Provided provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director Officer shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, the Company shall withdraw such notice; or (b) by summary notice in writing if the Director Officer shall at any time :- (i) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generally; (iv) become a lunatic or of unsound mind; (v) become permanently incapacitated by illness or other like causes so as to prevent the Director Officer from performing his duties and obligations hereunder; (vi) become prohibited by law from acting as a director; (vii) be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viiivii) be prohibited by law from fulfilling his duties hereunder; (ixviii) be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect his position as a director an officer of the Company); or (xix) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director Officer without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit. (C) If the Director Officer shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, on terms no less favourable to him than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director Officer shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director Officer shall :- (1) forthwith when the termination of the Appointment takes effect resign from office as a director an officer of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director Officer as nominee for the Company or any company in the Group and the Director Officer hereby irrevocably appoints the Company to be his attorney and in his name and on his behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director Officer may have against any such company or which any such company may have against the Director Officer arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director Officer shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :-Agreement:- (1i) the Director shall be entitled to terminate the Appointment by giving three 3 months' ’ written notice in writing to the Company Companies if any money due and payable by the Company Companies to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company Companies to the Director within a period of thirty 30 days from any written demand by the Director for the payment thereof; (2ii) the Company Companies shall be entitled to terminate the Appointment without any compensation to the Director :Director: - (a) by not less than 3 months’ notice in writing given at any time taking immediate effect if while the Director shall have been incapacitated or prevented by reason of ill health, health injury or accident from performing his duties hereunder for a period of or periods aggregating 90 days in the preceding 12 weeks in any 12 month period Provided months provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, he anticipated the Company Companies shall withdraw such notice; or (b) by summary notice in writing if the Director shall at any time :-time:- (i1) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail fail, to remedy such breach within 30 60 days after written warning given by the Board); (ii2) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunderhereunder (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 60 days after written warning given by the Board); (iii3) if he become bankrupt or have has a receiving order made against him or suspend suspends payment of his debts or compound compounds with his creditors generally; (iv4) if he become a lunatic or of unsound mind; (v5) become permanently incapacitated if he absent himself from the meetings of the Board during a continuous period of 6 months, without special leave of absence from the Board, and his alternate Director (if any) shall not during such period have attended in his stead, arid the Board passes a resolution that he has by illness or other like causes so as to prevent the Director from performing reason of such absence vacated his duties and obligations hereunderoffice; (vi6) if he become prohibited by law from acting as a directorDirector; (vii7) if by notice in writing delivered to the Companies at their registered office or at the principal place of business that he resigns his office; (8) be guilty of conduct tending to bring himself or any company in in. the Group into disrepute; (viii9) be prohibited by law from fulfilling his duties hereunder;. (ixc) be convicted of any criminal offence (other than an offence which by summary notice in the reasonable opinion writing if three-fourths in number of the Board does not affect his position as a director members of the Company); or (x) be convicted board of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to timedirectors so decide. (B) If if the Company becomes Companies become entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it pursuant to sub- clause 9 (A) (ii) (b) they shall be entitled (but without prejudice to its their right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director with or without payment of the fee described in Clause 6(A) salary, in full or in part part, for so long as it they may think fit. (C) If the Director shall have refused or failed to agree to accept without reasonable grounds ground an appointment offered to him, him on terms no less favourable to him than the terms in effect under this Agreement, either by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company Companies or which shall own or has have agreed to acquire the whole or not less than 90% of the issued equity share capital of the CompanyCompanies, the Director shall have no claim against the Company Companies by reason of the subsequent voluntary winding up of any company in the Group Companies or of the disclaimer or termination of this Agreement by the Company Companies within two 3 months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall shall:- (1i) forthwith when at any time and from time to time thereafter at the termination request of the Appointment takes effect Companies resign from office as a director Director of the Company Companies and all offices held by him in any company in the Group and shall transfer without payment to the Company Companies or as the Company Companies may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company Companies to be his attorney Attorney and in his name and on his behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director Director or by the secretary Secretary of the Company for the time being Companies that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be he entitled to rely on such certificate without further enquiry provided however howsoever that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment;; and (2ii) forthwith deliver to the Company Companies all books, documents, papers, materials, credit cards (if any) cards, motor cars and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Groupcontrol. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director 6.1 If Mr/Mrs [ ] shall be entitled to terminate the Appointment by giving three months' notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director :- (a) by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated become ill or prevented be unable properly to perform his/her duties hereunder by reason of ill health, injury accident or accident other incapacity (thereby preventing the Consultant from performing his discharging in full its duties hereunder hereunder) either for a period of or for periods aggregating 12 weeks not less than 180 days in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipatedtwelve consecutive calendar months, the Company may by one month's notice in writing to the Consultant forthwith terminate the Appointment, but no such notice shall withdraw be given by the Company to the Consultant by reference to any period or periods of incapacity after the expiration of one calendar month from the end of the period or the last of the periods of incapacity taken into account for the purpose of such notice. 6.2.1 If the Consultant or Mr/Mrs [ ] shall (as the case may be): (a) materially fail or neglect to discharge its duties hereunder or otherwise to observe or perform the provisions of this Agreement in any material respect (otherwise than by reason of ill health, accident or other incapacity) and which failure or neglect is not remedied within a period of 28 days from the receipt of written notice from the Company to this effect; or (b) by summary notice in writing if the Director shall at any time :- (i) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generally; (iv) become a lunatic or of unsound mind; (v) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing his duties and obligations hereunder; (vi) become prohibited by law from acting as a director; (vii) be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii) be prohibited by law from fulfilling his duties hereunder; (ix) be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect his position as a director of the Company)adjudicated bankrupt; or (xc) be convicted placed in voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or if any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time.order is made for its compulsory liquidation; or (Bd) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit. (C) If the Director shall have refused an administrator or failed to agree to accept without reasonable grounds an appointment offered to him, on terms no less favourable to him than the terms in effect under this Agreement, by a person receiver or company which has either acquired or agreed to acquire other encumbrancer appointed over the whole or substantially any part of its assets or undertaking or otherwise become subject to the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up insolvency laws of any company jurisdiction in which it carries on business so that the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall :- (1) forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company services to be his attorney and in his name and on his behalf performed hereunder cannot be performed to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Companyreasonable standard; and (3) not at any time thereafter represent himself to be connected with any member of the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.or

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director shall be entitled to terminate the Appointment by giving three months' one month notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director :- (a) by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 12 weeks in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, the Company shall withdraw such notice; or (b) by summary notice in writing if the Director shall at any time :- (i) commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generally; (iv) become a lunatic or of unsound mind; (v) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing his duties and obligations hereunder; (vi) become prohibited by law from acting as a director; (vii) be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii) be prohibited by law from fulfilling his duties hereunder; (ix) be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect his position as a director of the Company); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(A) in full or in part for so long as it may think fit. (C) If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, on terms no less favourable to him than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall :- (1) forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be his him attorney and in his name and on his behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director may have against any such company or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his him not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director 6.1 If Mr/Mrs [ ] shall be entitled to terminate the Appointment by giving three months' notice in writing to the Company if any money due and payable by the Company to the Director under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director within a period of thirty days from any written demand by the Director for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director :- (a) by notice in writing given at any time taking immediate effect if the Director shall have been incapacitated become ill or prevented be unable properly to perform his/her duties hereunder by reason of ill health, injury accident or accident other incapacity (thereby preventing the Consultant from performing his discharging in full its duties hereunder hereunder) either for a period of or for periods aggregating 12 weeks not less than 180 days in any 12 month period Provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipatedtwelve consecutive calendar months, the Company may by one month's notice in writing to the Consultant forthwith terminate the Appointment, but no such notice shall withdraw be given by the Company to the Consultant by reference to any period or periods of incapacity after the expiration of one calendar month from the end of the period or the last of the periods of incapacity taken into account for the purpose of such notice. 6.2.1 If the Consultant or Mr/Mrs [ ] shall (as the case may be): (a) materially fail or neglect to discharge its duties hereunder or otherwise to observe or perform the provisions of this Agreement in any material respect (otherwise than by reason of ill health, accident or other incapacity) and which failure or neglect is not remedied within a period of 28 days from the receipt of written notice from the Company to this effect; or (b) by summary notice in writing if the Director shall at any time :-be adjudicated bankrupt; or (ic) commit be placed in voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or if any serious order is made for its compulsory liquidation; or (d) shall have an administrator or persistent breach receiver or other encumbrancer appointed over the whole or any part of its assets or undertaking or otherwise become subject to the insolvency laws of any of jurisdiction in which it carries on business so that the provisions herein contained (and services to the extent that such breach is capable of remedy shall fail be performed hereunder cannot be performed to remedy such breach within 30 days after written warning given by the Board);a reasonable standard; or (iid) be guilty of serious misconduct; or (e) commit any act of dishonesty, grave misconduct fraud or wilful default dishonesty (whether or neglect in not connected with the discharge of his duties hereunder;appointment); or (iiif) become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generally; (iv) become a lunatic or of unsound mind; (v) become permanently incapacitated by illness or other like causes so as to prevent act in any way which may bring the Director from performing his duties and obligations hereunder; (vi) become prohibited by law from acting as a director; (vii) be guilty of conduct tending to bring himself Company or any company in member of the Group into disrepute;; or (viiig) be prohibited by law from fulfilling his duties hereunder;become of unsound mind (as defined in section 112 or section 145 of the Mental Health Act 1983); or (ixh) be convicted of any a criminal offence (other than an offence under the Road Traffic Acts for which in the reasonable opinion a penalty of the Board does imprisonment is not affect his position as a director of the Companyimposed); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director without payment of the fee described in Clause 6(Ai) in full or in part for so long as it may think fit. (C) If the Director shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, on terms no less favourable to him than the terms in effect under this Agreement, by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or the termination of this Agreement by the Company within two months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director shall :- (1) forthwith when the termination of the Appointment takes effect resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as event that Mr/Mrs [ ] becomes deceased. the Company may direct any qualifying shares provided by it or any shares held by the Director as nominee for the Company or any company in the Group and the Director hereby irrevocably appoints the Company to be his attorney and in his name and on his behalf to sign and execute any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are (without prejudice to any claims which the Director may have against any such company other rights or which any such company may have against the Director arising out of this Agreement or of the termination of the Appointment; (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Group. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members remedies of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused respect thereof) by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages notice in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior writing to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of Consultant forthwith terminate the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement Agreement:- (1) the Director Executive shall be entitled to terminate the Appointment by giving three two months' ’ notice in writing to the Company if any money due and payable by the Company to the Director Executive under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director Executive within a period of thirty 30 days from any written demand by the Director Executive for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director Executive:- (a) by not less than three months’ notice in writing given at any time taking immediate effect if while the Director Executive shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 90 days in the proceeding 12 weeks in any 12 month period Provided months provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director Executive shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, anticipated the Company shall withdraw such notice; or (b) by summary notice in writing if the Director Executive shall at any time time:- (i) i. commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 60 days after within warning given by the Board); ii. be guilty of any given misconduct or willful neglect in the discharge of his duties (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 60 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) . become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generallyhim; (iv) . become a lunatic or of unsound mind; v. absent himself from the meetings of the Board during a continuous period of three months, without special leave of absence from the Board, and his alternate director (vif any) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing shall not during such period have attended in his duties and obligations hereunderstead; (vi) . become prohibited by law from acting as a director; (vii) . be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii) . be prohibited by law from fulfilling his duties hereunder;; or (ix) . be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect effect his position as a director of the Company); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment pursuant to sub-clause (A)(2)(b) it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director Executive without payment of the fee described in Clause 6(A) salary in full or in part for so long as it may think fit. (C) If the Director Executive shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, him on terms no less favourable to him than the terms in effect effects under this Agreement, either by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director Executive shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or of the disclaimer or termination of this Agreement by the Company within two three months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director Executive shall :- (1) forthwith when at any time and from time to time thereafter at the termination request of the Appointment takes effect Company resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director Executive as nominee for the Company or any company in the Group provided by it and the Director Executive hereby irrevocably irrevocable appoints the Company to be his attorney and in his name and on his behalf to sign and execute do any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director Executive may have against any such company or which any such company may have against the Director Executive arising out of this Agreement or of the termination of the Appointment;appointment; and (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Groupcontrol. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.

Termination of the appointment. (A) Without prejudice to the accrued rights (if any) or remedies of either party under or pursuant to this Agreement :- (1) the Director Executive shall be entitled to terminate the Appointment by giving three two months' ’ notice in writing to the Company if any money due and payable by the Company to the Director Executive under or pursuant to this Agreement is in arrears and is not paid in full by the Company to the Director Executive within a period of thirty 30 days from any written demand by the Director Executive for the payment thereof; (2) the Company shall be entitled to terminate the Appointment without any compensation to the Director Executive :- (a) by not less than three months’ notice in writing given at any time taking immediate effect if while the Director Executive shall have been incapacitated or prevented by reason of ill health, injury or accident from performing his duties hereunder for a period of or periods aggregating 90 days in the proceeding 12 weeks in any 12 month period Provided months provided that if at any time during the currency of a notice given pursuant to this sub-paragraph the Director Executive shall provide a medical certificate satisfactory to the Board to the effect that he has fully recovered from his physical and/or mental health and that no recurrence of illness or incapacity can reasonably be anticipated, anticipated the Company shall withdraw such notice; or (b) by summary notice in writing if the Director Executive shall at any time time:- (i) i. commit any serious or persistent breach of any of the provisions herein contained (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 30 60 days after within warning given by the Board); ii. be guilty of any given misconduct or willful neglect in the discharge of his duties (and to the extent that such breach is capable of remedy shall fail to remedy such breach within 60 days after written warning given by the Board); (ii) be guilty of any act of dishonesty, grave misconduct or wilful default or neglect in the discharge of his duties hereunder; (iii) . become bankrupt or have a receiving order made against him or suspend payment of his debts or compound with his creditors generallyhim; (iv) . become a lunatic or of unsound mind; v. absent himself from the meetings of the Board during a continuous period of three months, without special leave of absence from the Board, and his alternate director (vif any) become permanently incapacitated by illness or other like causes so as to prevent the Director from performing shall not during such period have attended in his duties and obligations hereunderstead; (vi) . become prohibited by law from acting as a director; (vii) . be guilty of conduct tending to bring himself or any company in the Group into disrepute; (viii) . be prohibited by law from fulfilling his duties hereunder;; or (ix) . be convicted of any criminal offence (other than an offence which in the reasonable opinion of the Board does not affect effect his position as a director of the Company); or (x) be convicted of any offence or be identified as an insider trader under any statutory enactment or regulations relating to xxxxxxx xxxxxxx in force from time to time. (B) If the Company becomes entitled pursuant to Clause 7(A)(2)(b) above to terminate the Appointment pursuant to sub-clause (A)(2)(b) it shall be entitled (but without prejudice to its right subsequently to terminate the Appointment on the same or any other ground) to suspend the Director Executive without payment of the fee described in Clause 6(A) salary in full or in part for so long as it may think fit. (C) If the Director Executive shall have refused or failed to agree to accept without reasonable grounds an appointment offered to him, him on terms no less favourable to him than the terms in effect effects under this Agreement, either by a person or company which has either acquired or agreed to acquire the whole or substantially the whole of the undertaking and assets of the Company or which shall own or has agreed to acquire the whole or not less than 90% of the issued share capital of the Company, the Director Executive shall have no claim against the Company by reason of the subsequent voluntary winding up of any company in the Group or of the disclaimer or termination of this Agreement by the Company within two three months after such refusal or failure to agree. (D) On the termination of the Appointment howsoever arising the Director Executive shall :- (1) forthwith when at any time and from time to time thereafter at the termination request of the Appointment takes effect Company resign from office as a director of the Company and all offices held by him in any company in the Group and shall transfer without payment to the Company or as the Company may direct any qualifying shares provided by it or any shares held by the Director Executive as nominee for the Company or any company in the Group provided by it and the Director Executive hereby irrevocably irrevocable appoints the Company to be his attorney and in his name and on his behalf to sign and execute do any documents or do any things necessary or requisite to give effect thereto and a certificate in writing signed by any director or by the secretary of the Company for the time being that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case and any third party shall be entitled to rely on such certificate without further enquiry provided however that such resignation or resignations shall be given and accepted on the footing that it is or they are without prejudice to any claims which the Director Executive may have against any such company or which any such company may have against the Director Executive arising out of this Agreement or of the termination of the Appointment;appointment; and (2) forthwith deliver to the Company all books, documents, papers, materials, credit cards (if any) and other property of or relating to the business of the Group which may then be in his possession or under his power or control and all copies thereof or extracts therefrom made by or on behalf of the Director shall be and remain the property of the Group and shall forthwith be delivered up to the Company; and (3) not at any time thereafter represent himself to be connected with any member of the Groupcontrol. (E) Save as expressly provided herein, neither party may terminate this Agreement. (F) The Appointment of the Director under this Agreement shall terminate automatically in the event of his ceasing to be a director of the Company for whatever reason whether by reason of his not being re-elected as a director of the Company at any general meeting or by virtue of a resolution passed by the members of the Company in general meeting to remove him as a director or otherwise but if such termination shall be caused by any act or omission of either party which constitutes a breach of this Agreement, such termination shall be without prejudice to any claim for damages in respect of such breach. (G) Termination for whatever reason shall not relieve the parties of their obligations and liabilities arising or accrued prior to the termination of the Appointment or of obligations and liabilities which expressly or by necessary implication continue after termination of the Appointment.