Common use of TERMINATION ON THE HAPPENING OF CERTAIN EVENTS Clause in Contracts

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 Without prejudice to any remedy Barclays may have against the Executive for breach or non-performance of any of the provisions of this Agreement, Barclays may (without thereby incurring any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s employment by notice in writing to the Executive if he shall: 14.1.1 become bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx 0000 or make any arrangements or composition with his creditors; or 14.1.2 be convicted of any criminal offence (other than a road traffic offence not involving a custodial sentence or an offence which, in the reasonable opinion of Barclays, does not affect the Executive’s position as an employee of Barclays, bearing in mind the nature of his duties and the capacity in which he is employed); or 14.1.3 commit any act of dishonesty whether relating to any member of the Barclays Group, other employees or otherwise; or 14.1.4 be guilty of any serious misconduct or any conduct calculated or tending to bring any member of the Barclays Group or himself into disrepute or be guilty of any material breach or material non-observance of any of the provisions of this Agreement or be guilty of any serious negligence in carrying out his duties properly assigned to him under this Agreement; or 14.1.5 cease to hold or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive of any duties assigned to him save where such cessation or failure is as a result of a default by any member of the Barclays Group. 14.2 Barclays reserves the option in its absolute discretion to terminate the Executive’s employment by giving him notice and (subject to Barclays right to place the Executive on garden leave for a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) of basic salary had he been required to work for the whole or remainder of such notice period. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable period of the notice period. Benefits will be credited to the Executive in the pension scheme referred to in Clause 7 as if the Executive had remained in service for the applicable period of the notice period. The Executive acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If the Executive commences alternative employment or his services are employed during the period in which payments are due or pension scheme benefits are to be credited, Barclays reserves the right to cease further payment or further crediting of pension scheme benefits. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average of the value of the annual bonuses which the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 Without prejudice 12.1. The Company shall have the right to terminate this Agreement without liability for compensation or damages: - 12.1.1. by not less than 3 months' notice in writing given at any remedy Barclays may have against time while the Executive is incapacitated by illness or accident or otherwise from properly performing his duties hereunder and shall have been so incapacitated for breach a period or non-performance periods in the aggregate exceeding 180 days in any period of 12 consecutive months provided that the Company shall not terminate the Executive's employment with the Company if to do so would or might jeopardise the Executive's benefits or potential benefits under any applicable permanent health policy, although for the avoidance of doubt all entitlements to salary and other benefits under this Agreement shall cease and the Company may require the Executive to resign from any office held in or on behalf of the provisions Company and shall be entitled to appoint an alternative Chief Financial Officer in the event that the Executive is in receipt of this Agreement, Barclays may (without thereby incurring benefits under any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s employment applicable permanent health insurance policy; or 12.2. Forthwith by notice in writing to if the Executive if he shall:: - 14.1.1 become (a) became bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx 0000 or make any arrangements arrangement or composition with his creditorscreditors or take advantage of any statute for the time being in force affording relief for insolvent debtors; or 14.1.2 (b) be convicted of any criminal offence (other than a road traffic an offence under the Road Traffic Acts not involving a custodial sentence of imprisonment; or (c) commit any material breach of any term of this Agreement which is capable of remedy and fail to remedy the same to the reasonable satisfaction of the Company within 28 days of being requested so to do by the Company; or (d) be guilty of material misconduct or an offence which, material default in the reasonable opinion course of Barclays, does not affect the Executive’s position as an employee his employment or commit any serious breach or (after warning) any repeated or continued breach of Barclays, bearing in mind the nature any of his duties and the capacity in which he is employedobligations as employee; or (e) wilfully neglect to perform or prove to be incapable of performing his duties hereunder (otherwise than as a result of illness, accident or other such incapacity); or 14.1.3 commit (f) refuse or neglect to comply with any act lawful orders or directions, of dishonesty whether relating significant importance, given to any member of him by the Barclays Group, other employees or otherwiseCompany; or 14.1.4 (g) be guilty of any serious misconduct conduct (whether or any conduct calculated or not connected with his employment) tending to bring any member of himself or the Barclays Group or himself Company into disrepute or disrepute; or (h) be guilty of a serious breach of the requirements, rules or regulations as amended from time to time of the UK Listing Authority, the Market Abuse Regulation (596/2014/EU) and any material breach directly applicable regulation made under that Regulation or material non-observance any regulatory authorities relevant to the Company or any Group Company or any code of practice, policy or procedures manual issued by us (as amended from time to time) relating to dealing in the securities of the Company or any Group Company ;or (i) become prohibited by law or the articles of association of the Company or any regulatory body applicable to the Company from being a director; or (j) become of unsound mind or has a receiver appointed under the Mental Health Acts; or 12.2.1. Forthwith without notice if the Executive: (a) dies; or (b) fails or ceases to meet the requirements of any regulatory body whose consent or approval is required to enable him to undertake all or any of his duties under this Agreement or is guilty of a serious breach of the provisions rules and regulations of such regulatory body. 12.3. The Executive shall have no claim against the Company arising out of the termination of this Agreement or his appointment hereunder if:- 12.3.1. such termination is by reason of reconstruction or amalgamation, whether by winding up the Company or otherwise, and the Executive shall be guilty offered employment with any company, concern or undertaking resulting from such reconstruction or amalgamation of any serious negligence a similar nature to his appointment hereunder on terms no less favourable to his than those contained in carrying out his duties properly assigned to him under this Agreement; or 14.1.5 cease to hold 12.3.2. the Executive shall refuse or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive of any duties assigned agree to accept employment on terms no less favourable to him save where than those contained in this Agreement by a company concern or undertaking which has acquired or agreed to acquire directly or indirectly the whole or substantially the whole of the undertaking and assets of the Company or the whole or not less than 75 per cent of the issued equity share capital of the Company and the Company shall terminate this Agreement within one month after such cessation refusal or failure is as a result of a default by any member of the Barclays Groupto agree. 14.2 Barclays reserves 12.4. If the option in its absolute discretion Company becomes entitled to terminate the Executive’s employment by giving him notice and appointment of the Executive hereunder pursuant to clause 12.2, it shall be entitled (subject but without prejudice to Barclays its right subsequently to place terminate such appointment on the same or any other ground) to suspend the Executive on garden leave full pay whilst it investigates the situation, for as long as it may reasonably think fit up to a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) maximum of basic salary had he been required to work for the whole or remainder of such notice period70 days. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable During any period of the notice period. Benefits will be credited to suspension, the Executive in the pension scheme referred to in Clause 7 as if the Executive had remained in service for the applicable period of the notice period. The Executive acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If the Executive commences alternative employment or his services are employed during the period in which payments are due or pension scheme benefits are will continue to be credited, Barclays reserves bound by other provisions of this Agreement and must continue at all times to conduct himself with good faith towards the right to cease further payment or further crediting of pension scheme benefitsCompany. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average of the value of the annual bonuses which the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 15.1 Without prejudice to any remedy Barclays may have against the Executive you for breach or non-performance of any of the provisions of this Agreement, Barclays may (without thereby incurring any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine terminate the Executive’s employment Employment by notice in writing to the Executive you if he you shall: 14.1.1 15.1.1 become bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx Xxx 0000 or make any arrangements or composition with his your creditors; or 14.1.2 15.1.2 be convicted of any criminal offence for which a custodial sentence may be imposed (other than a minor road traffic offence not involving a custodial sentence or an offence offences and offences which, in the reasonable opinion of Barclays, does not affect the Executive’s your position as an employee of Barclays, bearing in mind the nature of his your duties and the capacity in which he is you are employed); or 14.1.3 15.1.3 commit any act of dishonesty whether relating to any member of the Barclays Group, other employees or otherwise; or 14.1.4 15.1.4 be guilty of any serious misconduct or any conduct calculated or tending to bring any member of the Barclays Group or himself yourself into disrepute or be guilty of any material breach or material non-observance of any of the provisions of this Agreement or be guilty of any serious negligence in carrying out his your duties properly assigned to him you under this Agreement; or 14.1.5 15.1.5 cease to hold or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive you of any duties assigned to him you save where such cessation or failure is as a result of a default by any member of the Barclays Group; or 15.1.6 if you become prohibited by law from being a director. 14.2 15.2 Barclays reserves the option in its absolute discretion to terminate the Executive’s your employment by giving him you notice and (subject to Barclays right to place the Executive you on “garden leave leave” for a period not exceeding 6 months under clause 3.34.3) in addition to any sums due under or in respect of Schedule 1, pay him his to you your basic salary and bonus (as defined in clause 14.3 15.3 below) subject to deductions for income tax and national insurance contributions National Insurance Contributions (as appropriate) in equal instalments at such time(s) as he you would have received such payment(s) of basic salary had he you been required to work for the whole or remainder of such notice period. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable period of the notice period. Benefits will be credited to the Executive you in the pension scheme referred to in Clause 7 8 as if the Executive you had remained in service for the applicable period of the notice period. The Executive acknowledges You acknowledge and accepts his accept your obligation to mitigate his your loss by seeking comparable new employment. If the Executive commences you commence alternative employment or his your services are employed during the period in which payments are due or pension scheme benefits are to be credited, Barclays reserves the right to cease further payment or further crediting of pension scheme benefits. 14.3 15.3 For the purposes of clause 14.2 Clause 15.2 “bonus” will be calculated as: (a) 15.3.1 the average of the value of the annual bonuses which the Executive has you have received in respect of the three completed financial years preceding termination of his your employment under clause 14.2 Clause 15.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.215.2) or, if greater, 50% of his your current basic salary; and; (b) 15.3.2 an annual bonus under clause 5.2 Clause 6.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2Clause 15.2, in which case, clause 5.2.2 Clause 6.2.3 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year; and 15.3.3 furthermore, you may also be eligible for a further discretionary amount, at Barclays absolute discretion, in respect of substantive services and commensurate with your performance, during your period of notice, provided that this amount, when added to the amount calculated in Clauses 15.3.1 and 15.3.2 above, does not exceed the maximum bonus opportunity available to executive directors from time to time, and, will at the date of this Agreement, be 250% of your basic salary.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 Without prejudice 12.1 The Company shall have the right to terminate this Agreement without liability for compensation or damages: - 12.1.1 by not less than 3 months' notice in writing given at any remedy Barclays may have against time while the Executive is incapacitated by illness or accident or otherwise from properly performing her duties hereunder and shall have been so incapacitated for breach a period or non-performance periods in the aggregate exceeding 180 days in any period of 12 consecutive months provided that the Company shall not terminate the Executive's employment with the Company if to do so would or might jeopardise the Executive's benefits or potential benefits under any applicable permanent health policy, although for the avoidance of doubt all entitlements to salary and other benefits under this Agreement shall cease and the Company may require the Executive to resign from any office held in or on behalf of the provisions Company and shall be entitled to appoint an alternative Chief Executive Officer in the event that the Executive is in receipt of this Agreement, Barclays may (without thereby incurring benefits under any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s employment applicable permanent health insurance policy; or 12.2 Forthwith by notice in writing to if the Executive if he shall:: - 14.1.1 become (a) became bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx 0000 or make any arrangements arrangement or composition with his creditorsher creditors or take advantage of any statute for the time being in force affording relief for insolvent debtors; or 14.1.2 (b) be convicted of any criminal offence (other than a road traffic an offence under the Road Traffic Acts not involving a custodial sentence of imprisonment; or (c) commit any material breach of any term of this Agreement which is capable of remedy and fail to remedy the same to the reasonable satisfaction of the Company within 28 days of being requested so to do by the Company; or (d) be guilty of material misconduct or an offence which, material default in the reasonable opinion course of Barclays, does not affect the Executive’s position as an employee her employment or commit any serious breach or (after warning) any repeated or continued breach of Barclays, bearing in mind the nature any of his her duties and the capacity in which he is employedobligations as employee; or (e) wilfully neglect to perform or prove to be incapable of performing her duties hereunder (otherwise than as a result of illness, accident or other such incapacity); or 14.1.3 commit (f) refuse or neglect to comply with any act lawful orders or directions, of dishonesty whether relating significant importance, given to any member of her by the Barclays Group, other employees or otherwiseCompany; or 14.1.4 (g) be guilty of any serious misconduct conduct (whether or any conduct calculated or not connected with her employment) tending to bring any member of herself or the Barclays Group or himself Company into disrepute or disrepute; or (h) be guilty of a serious breach of the requirements, rules or regulations as amended from time to time of the UK Listing Authority, the Market Abuse Regulation (596/2014/EU) and any material breach directly applicable regulation made under that Regulation or material non-observance any regulatory authorities relevant to the Company or any Group Company or any code of practice, policy or procedures manual issued by us (as amended from time to time) relating to dealing in the securities of the Company or any Group Company; or (i) become prohibited by law or the articles of association of the Company or any regulatory body applicable to the Company from being a director; or (j) become of unsound mind or has a receiver appointed under the Mental Health Acts; or 12.2.1 Forthwith without notice if the Executive: (a) dies; or (b) fails or ceases to meet the requirements of any regulatory body whose consent or approval is required to enable her to undertake all or any of her duties under this Agreement or is guilty of a serious breach of the provisions rules and regulations of such regulatory body. 12.3 The Executive shall have no claim against the Company arising out of the termination of this Agreement or her appointment hereunder if: - 12.3.1 such termination is by reason of reconstruction or amalgamation, whether by winding up the Company or otherwise, and the Executive shall be guilty offered employment with any company, concern or undertaking resulting from such reconstruction or amalgamation of any serious negligence a similar nature to her appointment hereunder on terms no less favourable to her than those contained in carrying out his duties properly assigned to him under this Agreement; or 14.1.5 cease to hold 12.3.2 the Executive shall refuse or fail to obtain any regulatory approvals agree to accept employment on terms no less favourable to her than those contained in this Agreement by a company concern or consents undertaking which are required for has acquired or agreed to acquire directly or indirectly the effective discharge by whole or substantially the Executive whole of any duties assigned to him save where the undertaking and assets of the Company or the whole or not less than 75 per cent of the issued equity share capital of the Company and the Company shall terminate this Agreement within one month after such cessation refusal or failure is as a result of a default by any member of the Barclays Groupto agree. 14.2 Barclays reserves 12.4 If the option in its absolute discretion Company becomes entitled to terminate the Executive’s employment by giving him notice and appointment of the Executive hereunder pursuant to clause 12.2, it shall be entitled (subject but without prejudice to Barclays its right subsequently to place terminate such appointment on the same or any other ground) to suspend the Executive on garden leave full pay whilst it investigates the situation, for as long as it may reasonably think fit up to a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) maximum of basic salary had he been required to work for the whole or remainder of such notice period70 days. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable During any period of the notice period. Benefits will be credited to suspension, the Executive in the pension scheme referred to in Clause 7 as if the Executive had remained in service for the applicable period of the notice period. The Executive acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If the Executive commences alternative employment or his services are employed during the period in which payments are due or pension scheme benefits are will continue to be credited, Barclays reserves bound by other provisions of this Agreement and must continue at all times to conduct herself with good faith towards the right to cease further payment or further crediting of pension scheme benefitsCompany. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average of the value of the annual bonuses which the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 13.1 Without prejudice to any remedy Barclays may have against the Executive Mx Xxxxxxx for breach or non-performance of any of the provisions of this Agreement, and irrespective of whether the grounds for termination arose before or after Mx Xxxxxxx’x employment began, Barclays may (may, without thereby incurring any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) , save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s Mx Xxxxxxx’x employment by notice in writing to the Executive him if he shall: 14.1.1 13.1.1 become bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx 0000 or make any arrangements or composition with his creditors; or 14.1.2 13.1.2 be convicted of any criminal offence (other than a road traffic offence not involving a custodial sentence or an offence which, in the reasonable opinion of Barclays, does not affect the Executive’s Mx Xxxxxxx’x position as an employee of Barclays, bearing in mind the nature of his duties and the capacity in which he is employed); or 14.1.3 13.1.3 commit any act of dishonesty whether relating to any member of the Barclays Group, other employees or otherwise; or 14.1.4 13.1.4 be guilty of any serious misconduct or any conduct calculated or tending to bring any member of the Barclays Group or himself into disrepute or be guilty of any material breach or material non-observance of any of the provisions of this Agreement or be guilty of any serious negligence in carrying out his duties properly assigned to him under this Agreement; or 14.1.5 13.1.5 cease to hold or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive Mx Xxxxxxx of any duties assigned to him save where such cessation or failure is as a result of a default by any member of the Barclays Group. 14.2 13.2 Barclays reserves the option option, in its absolute discretion discretion, to give notice that Mx Xxxxxxx’x employment will terminate the Executive’s employment by giving him notice with immediate effect and (subject to Barclays right to place the Executive on garden leave for a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) of basic salary had he been required to work remain in employment for the whole or remainder of such his notice period. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable period of the notice period. Benefits will be credited to the Executive in the pension scheme referred to in Clause clauses 6.4 and 7 will be provided to Mx Xxxxxxx as if the Executive he had remained in service for the applicable period of the notice period. The Executive Mx Xxxxxxx acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If the Executive commences Mx Xxxxxxx mitigates his loss by commencing alternative employment or by obtaining employment for his services are employed during the period in which payments of basic salary are due or pension scheme benefits are to be crediteddue, Barclays reserves the right to cease or reduce further payment and to cease providing or further crediting of pension scheme benefitsreduce the benefits referred to in clauses 6.4 and 7. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average of the value of the annual bonuses which the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 Without prejudice to any remedy Barclays may have against the Executive for breach or non-performance of any of the provisions of this Agreement, Barclays may (without thereby incurring any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s employment by notice in writing to the Executive if he shall: 14.1.1 become bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx 0000 or make any arrangements or composition with his creditors; or 14.1.2 be convicted of any criminal offence (other than a road traffic offence not involving a custodial sentence or an offence which, in the reasonable opinion of Barclays, does not affect the Executive’s position as an employee of Barclays, bearing in mind the nature of his duties and the capacity in which he is employed); or 14.1.3 commit any act of dishonesty whether relating to any member of the Barclays Group, other employees or otherwise; or 14.1.4 be guilty of any serious misconduct or any conduct calculated or tending to bring any member of the Barclays Group or himself into disrepute or be guilty of any material breach or material non-non- observance of any of the provisions of this Agreement or be guilty of any serious negligence in carrying out his duties properly assigned to him under this Agreement; or 14.1.5 cease to hold or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive of any duties assigned to him save where such cessation or failure is as a result of a default by any member of the Barclays Group. 14.2 Barclays reserves the option in its absolute discretion to terminate the Executive’s employment by giving him notice and (subject to Barclays right to place the Executive on garden leave for a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) of basic salary had he been required to work for the whole or remainder of such notice period. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable period of the notice period. Benefits will be credited to the Executive in the pension scheme referred to in Clause 7 as if the Executive had remained in service for the applicable period of the notice period. The Executive acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If the Executive commences alternative employment or his services are employed during the period in which payments are due or pension scheme benefits are to be credited, Barclays reserves the right to cease further payment or further crediting of pension scheme benefits. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average of the value of the annual bonuses which the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 Without prejudice to any remedy Barclays may have against the Executive for breach or non-performance of any of the provisions of this Agreement, Barclays may (without thereby incurring any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s employment by notice in writing to the Executive if he shall: 14.1.1 become bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx Xxx 0000 or make any arrangements or composition with his creditors; or 14.1.2 be convicted of any criminal offence (other than a road traffic offence not involving a custodial sentence or an offence which, in the reasonable opinion of Barclays, does not affect the Executive’s position as an employee of Barclays, bearing in mind the nature of his duties and the capacity in which he is employed); or 14.1.3 commit any act of dishonesty whether relating to any member of the Barclays Group, other employees or otherwise; or 14.1.4 be guilty of any serious misconduct or any conduct calculated or tending to bring any member of the Barclays Group or himself into disrepute or be guilty of any material breach or material non-observance of any of the provisions of this Agreement or be guilty of any serious negligence in carrying out his duties properly assigned to him under this Agreement; or 14.1.5 cease to hold or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive of any duties assigned to him save where such cessation or failure is as a result of a default by any member of the Barclays Group. 14.2 Barclays reserves the option in its absolute discretion to terminate the Executive’s employment by giving him notice and (subject to Barclays right to place the Executive on garden leave for a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) of basic salary had he been required to work for the whole or remainder of such notice period. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable period of the notice period. Benefits will be credited to the Executive in the pension scheme referred to in Clause 7 as if the Executive had remained in service for the applicable period of the notice period. The Executive acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If the Executive commences alternative employment or his services are employed during the period in which payments are due or pension scheme benefits are to be credited, Barclays reserves the right to cease further payment or further crediting of pension scheme benefits. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average of the value of the annual bonuses which the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 Without prejudice to any remedy Barclays may have against the Executive for breach or non-performance of any of the provisions of this Agreement, and irrespective of whether the grounds for termination arose before or after the Executive’s employment began, Barclays may (without thereby incurring any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s employment by notice in writing to the Executive if he shall: 14.1.1 become bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx 0000 or make any arrangements or composition with his creditors; or 14.1.2 be convicted of any criminal offence (other than a road traffic offence not involving a custodial sentence or an offence which, in the reasonable opinion of Barclays, does not affect the Executive’s position as an employee of Barclays, bearing in mind the nature of his duties and the capacity in which he is employed); or 14.1.3 commit any act of dishonesty whether relating to any member of the Barclays Group, other employees or otherwise; or 14.1.4 be guilty of any serious misconduct or any conduct calculated or tending to bring any member of the Barclays Group or himself into disrepute or be guilty of any material breach or material non-observance of any of the provisions of this Agreement or be guilty of any serious negligence in carrying out his duties properly assigned to him under this Agreement; or 14.1.5 cease to hold or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive of any duties assigned to him save where such cessation or failure is as a result of a default by any member of the Barclays Group. 14.2 Barclays reserves the option option, in its absolute discretion discretion, to terminate the Executive’s employment by giving him notice and (subject to Barclays right to place the Executive on garden leave for a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) of basic salary had he been required to work for the whole or remainder of such notice period. The amount of such payment(s) (including the amount in respect of bonus) shall be pro rated for the applicable period of the notice period. Benefits will be credited to the Executive in the pension scheme referred to in Clause 7 as if the Executive had remained in service for the applicable period of the notice period. The Executive acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If the Executive commences alternative employment or his services are employed during the period in which payments are due or pension scheme benefits are to be credited, Barclays reserves the right to cease further payment or further crediting of pension scheme benefits. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average of the value of the annual bonuses which the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial year.

TERMINATION ON THE HAPPENING OF CERTAIN EVENTS. 14.1 Without prejudice 12.1 The Company shall have the right to terminate this Agreement without liability for compensation or damages: 12.1.1 by not less than 3 months' notice in writing given at any remedy Barclays may have against time while the Executive is incapacitated by illness or accident or otherwise from properly performing his duties hereunder and shall have been so incapacitated for breach a period or non-performance periods in the aggregate exceeding 180 days in any period of any of the provisions of this Agreement, Barclays may (without thereby incurring any obligation to pay compensation (including, but without limitation, any payment in lieu of notice) save in relation to payments accrued and owing at the date of termination) immediately determine the Executive’s employment 12 consecutive months; or 12.1.2 forthwith by notice in writing to in the Executive if he shall: 14.1.1 12.1.2.1 become bankrupt (or equivalent in any other jurisdiction) or become the subject of an interim order under the Insolvency Axx 0000 or make any arrangements arrangement or composition with his creditorscreditors or take advantage of any statute for the time being in force affording relief for insolvent debtors; or 14.1.2 12.1.2.2 be convicted of or any criminal offence (other than a road traffic an offence under the Road Traffic Acts not involving a custodial sentence of imprisonment; or 12.1.2.3 commit any material breach of any term of this Agreement which is incapable of remedy to the satisfaction of the Company within 28 days of being requested so to do by the Company; or 12.1.2.4 be guilty of material misconduct or an offence which, material default in the reasonable opinion course of Barclays, does not affect the Executive’s position as an employee his employment or commit any serious breach or (after warning) any repeated or continued breach of Barclays, bearing in mind the nature any of his duties and the capacity in which he is employedobligations as employee; or 12.1.2.5 wilfully neglect to perform or prove to be incapable of performing his duties hereunder (otherwise than as a result of illness, accident or other such incapacity); or 14.1.3 commit 12.1.2.6 refuse or neglect to comply with any act of dishonesty whether relating lawful orders or directions given to any member of him by the Barclays Group, other employees or otherwiseCompany; or 14.1.4 12.1.2.7 be guilty of any serious misconduct conduct (whether or any conduct calculated or not connected with his employment) tending to bring any member himself or the Company into disrepute; or 12.1.2.8 be disqualified from being a director of the Barclays Group Company or himself into disrepute any company under any legislation; or 12.1.2.9 become of unsound mind or has a receiver appointed under the Mental Health Acts; or 12.1.2.10 be guilty of any material breach precluded by the direction or material non-observance of any regulation of the provisions Council or Committee of Lloyd's or an authorised officer of Lloyd's from acting (otherwise than by an order of Administrative Suspension) as a director of a Lloyd's underwriting agent; or 12.1.2.11 commit a disciplinary offence for which he is censured in Lloyd's disciplinary proceedings which cen- sure materially affects his ability to perform his duties hereunder; or 12.1.3 forthwith without notice if the Executive shall die. 12.2 The Executive shall have no claim against the Company arising out of the termination of this Agreement or his appointment hereunder if: 12.2.1 such termination is by reason of reconstruction or amalgamation, whether by winding up the Company or otherwise, and the Executive shall be guilty offered employment with any company, concern or undertaking resulting from such reconstruction or amalgamation of any serious negligence in carrying out a similar nature to his duties properly assigned appointment hereunder on terms no less favourable to him under than those contained in this Agreement; or 14.1.5 cease to hold 12.2.2 the Executive shall refuse or fail to obtain any regulatory approvals or consents which are required for the effective discharge by the Executive of any duties assigned agree to accept employment on terms no less favourable to him save where such cessation than those contained in this Agreement by a company concern or failure is as a result of a default by any member of the Barclays Group. 14.2 Barclays reserves the option in its absolute discretion to terminate the Executive’s employment by giving him notice and (subject to Barclays right to place the Executive on garden leave for a period not exceeding 6 months under clause 3.3) pay him his basic salary and bonus (as defined in clause 14.3 below) subject to deductions for income tax and national insurance contributions (as appropriate) in equal instalments at such time(s) as he would have received such payment(s) of basic salary had he been required to work for undertaking which has acquired or agreed directly or indirectly the whole or remainder of such notice period. The amount of such payment(s) (including substantially the amount in respect of bonus) shall be pro rated for the applicable period whole of the notice period. Benefits will be credited to the Executive in the pension scheme referred to in Clause 7 as if the Executive had remained in service for the applicable period undertaking and assets of the notice period. The Executive acknowledges and accepts his obligation to mitigate his loss by seeking comparable new employment. If Company or the Executive commences alternative employment whole or his services are employed during the period in which payments are due or pension scheme benefits are to be credited, Barclays reserves the right to cease further payment or further crediting of pension scheme benefits. 14.3 For the purposes of clause 14.2 “bonus” will be calculated as: (a) the average not less than 90 per cent of the value issued equity share capital of the annual bonuses which Company and the Executive has received in respect of the three completed financial years preceding termination of his employment under clause 14.2 (subject Company shall terminate this Agreement within one month after such refusal or failure to this average being capped at 100% of the basic salary prevailing at the time Barclays exercises the option described in clause 14.2) or, if greater, 50% of his current basic salary; and (b) an annual bonus under clause 5.2 pro rated for the period of the financial year until Barclays exercises its discretion to give notice under clause 14.2, in which case, clause 5.2.2 shall cease to apply. Payment of such annual bonus will be paid in a lump sum no later than 31 March following the end of the relevant financial yearagree.