Exhibit 4(b)(x)
| THIS
EXECUTIVE SERVICE AGREEMENT
is made the 4th
day of March 2004
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| BETWEEN |
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| (1) |
Lloyds TSB Bank plc of
00 Xxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX (“the Employer”);
and |
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| (2) |
Xxxxx X Xxxx (“the
Executive”). |
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| IT IS AGREED as
follows:- |
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| 1 |
Preconditions |
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The Executive’s employment
will be subject to:- |
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| 1.1 |
the Executive not
being prevented from taking up employment under this Agreement by any
obligation or duty owed to a third party, whether contractual or otherwise; |
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| 1.2 |
the Executive having
been approved as an “Approved Person” by the Financial Services
Authority under the Financial Services and Markets Xxx 0000 in respect
of the appointment contemplated by this Agreement (“FSMA
Approval”); |
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| 1.3 |
the Executive undergoing
a medical examination with a medical practitioner nominated by the Employer, the result of which (“Medical
Results”) are satisfactory to the Employer and any relevant life insurer;
and |
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and if either the Employer
notifies the Executive that the Medical Results are not satisfactory
to the Employer, or FSMA Approval has not been received by 31 March 2004
this Agreement shall not become effective and neither party shall have
any claim for compensation, costs or otherwise against the other in connection
herewith. |
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| 2 |
Appointment, Directorship
and Place of Work |
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| 2.1 |
The Employer shall
employ the Executive as Group Finance Director or in such other capacity
of a similar nature in the business of the Employer or any Group Company
as the Employer may from time to time reasonably require. |
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| 2.2 |
The Executive’s
normal place of work shall be 00 Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX provided
that the Employer may require the Executive to carry out her duties at
such other place of business of any Group Company within a radius of
25 miles from Xxxxxxx Street aforesaid as the Employer may specify. Notwithstanding
the previous sentence, the Executive may be required to attend such other
places from time to time as may be reasonably necessary in order to fulfil
her duties under this Agreement. |
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| 3 |
Remuneration and
Other Benefits |
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| 3.1 |
Remuneration |
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(a) |
The Executive’s salary shall be £450,000
per annum or such higher salary as may be notified to her from time to
time. The Executive’s salary shall be reviewed from time to time,
with the first review taking place no later than 1 January 2005. |
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(b) |
The Executive
agrees to waive payment of
any director’s fees payable in respect of any directorship held by her in
any member of the Group. |
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(c) |
The Executive
may also receive the following
remuneration at the Employer’s sole and absolute discretion: |
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(i) |
payment of cash under the Employer’s
flexible benefits arrangements (Flavours) subject to and in accordance
with the terms thereof from time to time; |
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(ii) |
a personal bonus in respect of each financial
year of the Employer subject to and in accordance with the terms notified
to
the Executive by the Employer from time to time. |
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The Executive
acknowledges that save for specific awards or entitlements notified to
the Executive individually or by a general notice to staff bonuses are
not contractual entitlements, and may therefore be reduced, varied or
withdrawn by the Employer at any time at its sole and absolute discretion. |
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(d) |
The Executive may participate in any all-employee save-as-you-earn employee
share scheme or any all-employee
share incentive plan offered by the Employer, and also, at the sole and
absolute discretion of the Employer, in any executive share option schemes
established by the Employer, subject in each case to being eligible to participate
under their rules and in each case her participation will be subject to
and in accordance with the rules of the relevant scheme or plan from time
to time. The Executive acknowledges that on termination of her employment
she will have no right of action, otherwise than pursuant to the express
rules of such scheme or plan, against the Employer or any member of the
Group in any way arising from her no longer being able to participate in
such schemes. |
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| 3.2 |
Motor
Car |
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The Executive
will be entitled to a company car subject to and in accordance with the
rules of the Employer’s motor car scheme from time to time, or in
the alternative, a non pensionable cash allowance (currently £1,000
per month) payable each month. Upon termination of her employment, the
Executive shall return any car provided by the Employer. |
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| 3.3 |
Life
Cover |
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The Executive
will be eligible to be provided with Life Cover which in the event of
her death during employment would provide a payment of X times her basic
annual salary set out in Clause 3.1(a) hereof. For these purposes, “X” shall
be “4” if the provisions of Clause 6.2 apply to the Executive
and “X” shall be “2” if the provisions of Clause
6.3 apply to the Executive. This cover is subject to the provisions of
the insurer which govern such cover and subject to and in accordance
with such terms as the Employer may from time to time notify to the Executive.
The insurer of the Employer may require the Executive to undergo a medical
examination before cover can commence or continue. If the insurer declines
to provide cover or will only provide cover on terms (including premiums)
which the Employer in its reasonable opinion considers unsatisfactory
it may withdraw the provision of Life Cover. Premiums payable in respect
of this policy are liable to income tax and will be included on the Executive’s
P11D. |
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| 3.4 |
Private
Medical Insurance |
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If the Executive complies
with any eligibility requirements or other conditions set by the Employer
and any insurer appointed by the Employer, the Executive and her husband
and children (if eligible) may participate in the Employer’s private
health insurance arrangements subject to and in accordance with the terms
of those arrangements from time to time. Those arrangements may be reduced,
varied or withdrawn by the Employer at any time and at its sole andabsolute
discretion. |
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| 3.5 |
Legal
costs relating to this Agreement |
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The Employer
shall within 31 days of the Commencement Date (subject to the fulfilment
of the preconditions set out in Clause 1 above) pay the Executive the
sum of £5,000 (five thousand pounds) as a contribution to the costs
incurred by the Executive in relation to obtaining legal advice in respect
of this Agreement. |
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| 3.6 |
Deductions |
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For the avoidance
of doubt, any and all payments made pursuant to Clauses 3.1, 3.2, 3.3,
3.4 or 3.5 shall be subject to such deductions for tax and National Insurance
as the Employer is required to make by law or the tax and/or National
Insurance authorities. |
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| 4 |
Commencement
and Duration |
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| 4.1 |
Subject
to Clause 1 above, the Executive’s employment under this Agreement
shall commence on 26 April 2004 (the “Commencement Date”) and
shall continue indefinitely until terminated:- |
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(a) |
by not less than 12 months’ notice
given by the Employer to the Executive; or |
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(b) |
by not less than 6 months’ notice
given by the Executive to the Employer; or |
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(c) |
by retirement under Clause
4.2 hereof; or |
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(d) |
under Clause 8 hereof. |
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| 4.2 |
The Executive’s
retirement age shall be sixty years, and her employment shall terminate
at the end of the month in which she attains that age automatically and
without the requirement for any notice to be given. |
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| 4.3 |
No previous employment
counts as continuous employment with the Employer. |
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| 4.4 |
The Executive
shall, at any time when asked to do so by the Employer, including (but
not limited to) on the termination of this Agreement or on the “garden
leave” provisions of Clause 7.8 hereof operating, resign immediately
on request from the Employer from all offices as a director of any member
of the Group and from all other appointments or offices which she holds
as nominee or representative of any member of the Group. As security
for such obligation the Executive irrevocably appoints the Employer to
be her attorney to sign any documents or do any things necessary or requisite
to effect such resignation(s). The termination of any appointment, directorship,
or other office, held by the Executive will not terminate the Executive’s
employment or amount to a breach of this Agreement by the Employer. |
| 5 |
Duties of
and Warranties by the Executive |
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| 5.1 |
During
the period of this Agreement the Executive will not do anything which
could cause her to be disqualified from continuing to act as a director
of any member of the Group or lose her approval as an “Approved
Person” by the Financial Services Authority under the Financial
Services and Markets Xxx 0000 in respect of the appointment contemplated
by this Agreement (“FSMA
Approval”). |
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| 5.2 |
During the period
of this Agreement (and any Garden Leave Period as defined in Clause 7.8
below), the Executive shall:- |
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(a) |
perform her duties faithfully, diligently
and with due care, and use her best endeavours to promote the interests
of the Group; |
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(b) |
devote the whole of her time, attention
and skill to her duties during normal office hours and during such other
times as may reasonably be required for the effective performance of
her duties under
this Agreement; |
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(c) |
accept any offices or directorships
as reasonably
required by the Board; |
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(d) |
comply with all rules and regulations
issued by the Employer copies of which shall be provided to the Executive
and which
may not be inconsistent with the express terms of this Agreement; |
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(e) |
obey the reasonable directions of the
Board; |
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(f) |
not (except as a representative of the
Employer or with the written consent of the Chairman of the board of
directors of Lloyds TSB Group plc or the Group Chief Executive of Lloyds
TSB Group plc) be directly or indirectly engaged or concerned in the
conduct of any business activity (whether as an employee, consultant,
agent or otherwise); |
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(g) |
keep the Group Chief Executive of Lloyds
TSB Group plc promptly informed of the conduct of her duties, her plans
for the future performance of her duties and of any conflict of interest
to which she is or may become subject, and comply with any policy directions
or reasonable
other directions given to her by the said Group Chief Executive; |
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(h) |
comply with the Model Code appended to
Chapter 16 of the Listing Rules of the United Kingdom Listing Authority,
the Financial
Services Authority’s Code of Market Conduct and all other codes of conduct
from time to time adopted by, or applicable to, any relevant Group Company; |
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(i) |
comply with all applicable rules, regulations
and codes imposed or recommended by any industry or regulatory body relevant
to that part of the business of any Group Company with which the Executive
is
involved; |
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(j) |
not (except with the written consent
of the Chairman of the board of directors of Lloyds
TSB Group plc or the Group Chief Executive of Lloyds TSB Group plc) hold or
be interested in investments which amount to more than one per cent of the issued
investments of any class of any one company; |
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(k) |
other than reasonable
corporate hospitality and seasonal or occasional gifts of limited
value, not directly or indirectly receive any benefit from any person having
or seeking to have business transactions with any member of the Group. |
| 6 |
Pension Arrangements |
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| 6.1 |
The Executive may not have the benefit
of both Clause 6.2 and Clause 6.3 below. The Executive shall notify the
Company in writing by no later than the Commencement Date whether the
provisions of either Clause 6.2 or Clause 6.3 below shall apply to her.
If no such notification is received by the Commencement Date, Clause
6.2 shall apply and Clause 6.3 shall not apply. |
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| 6.2 |
Subject to the terms of Clause 6.1 above,
the Executive may participate in the Lloyds TSB Group Pension Scheme
No.2 Pension Investment Plan (the “Scheme”) subject ot and
in accordance with the terms of its deed and rules from time to time. |
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The Employer shall pay a contribution
of 20% per annum of the Executive’s annual basic salary (payable
pursuant to in Clause 3.1(a) hereof) (for the avoidance of doubt, not
subject to the earnings cap) to the Scheme subject to Inland Revenue
limits. |
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The Employer shall be entitled at any
time to terminate the Scheme or the Executive’s membership of it
subject to providing her with the benefit of a pension scheme (“the
New Scheme”) the benefits of which taken as a whole shall be materially
no less favourable than the benefits provided to the Executive under
the Scheme and to ensuring that the Executive is fully credited in the
New Scheme for her pensionable service in the Scheme as if such pensionable
service had been under the New Scheme. |
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| 6.3 |
Subject to the terms of Clause 6.1 above,
the Executive shall not join a pension scheme operated by the Employer
but shall be paid a supplement of 20% of the salary referred to in Clause
3.1(a) (for the avoidance of doubt, not subject to the earnings cap)
in order that she may make her own pension arrangements. |
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| 6.4 |
If Clause 6.2 applies to the Executive
there will be a Contracting-Out Certificate pursuant to the provisions
of the Pensions Act 1995 is in force in respect of the Executive’s
employment. |
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| 7 |
Miscellaneous Conditions
of Employment |
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| 7.1 |
The provisions of the Employer’s
Staff Manual (access to which has been and will remain available to the
Executive) shall not apply to the Executive’s employment with the
Employer or form part of this Agreement except for the following provisions:- |
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Paragraph 1.16 Mobility (subject to Clause
2.2 hereof) |
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Paragraph 1.18 Personal Dealing |
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Paragraph 1.22
Sick Pay |
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Paragraph 1.23 Sickness absence reporting |
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Paragraph
1.24 Smoking Policy |
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Paragraph 2.3 Expenses |
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Paragraph 2.8 Pay
periods |
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Paragraph
2.9 Relocation |
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The whole of Section 3 (Staff Benefits)
except for Paragraph 3.13 (Pension Scheme) |
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The whole of
Section 5 (Attendance and Leave) except for Paragraph 5.1 (Career Break
Scheme). |
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The whole of
Section 6 (Miscellaneous). |
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If there is
any conflict between this Agreement and such provisions, then this Agreement
shall prevail. |
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| 7.2 |
The Executive
shall maintain a Lloyds TSB Bank account into which her salary shall
be paid. |
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| 7.3 |
If employment
of the Executive under this Agreement is terminated by reason of the
liquidation of the Employer for the purpose of reconstruction or amalgamation
and the Executive is offered employment with any concern or undertaking
resulting from the reconstruction or amalgamation on terms and conditions
materially no less favourable overall than the terms of this Agreement,
then the Executive shall have no claim against the Employer in respect
of the termination of her employment under this Agreement (whether or
not the notice required by Clause 4 hereof shall have been given). |
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| 7.4 |
Any disciplinary
matter affecting the Executive will be dealt with by the Group Chief
Executive of Lloyds TSB Group plc. |
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| 7.5 |
If the
Executive has any grievance relating to her employment she may refer
such grievance in writing to the Group Chief Executive of Lloyds TSB
Group plc. If the Executive is dissatisfied with the Group Chief Executive’s
treatment of her grievance, she may refer the matter to the Chairman
of Lloyds TSB Group plc. |
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| 7.6 |
There
are no collective agreements affecting the employment of the Executive. |
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| 7.7 |
The Executive
shall be entitled to all English Public and Bank Holidays and 30 working
days holiday in each year, with pro rata entitlement during the year
in which the Executive’s em ployment is treated as commencing and
during the year in which it is terminated. Holidays shall be taken at
such reasonable times as the Group Chief Executive of Lloyds TSB Group
plc shall approve. |
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| 7.8 |
(i) |
At any time after notice to terminate
the employment is given by either party under Clause 4.1 or Clause 8.2
hereof, or if the Executive resigns without giving due notice and the
Employer does not accept her resignation, the Employer may require the
Executive to comply with Clauses 7.8(ii) to (iv) hereof for a maximum
period of six months (the “Garden Leave Period”). |
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(ii) |
During the Garden Leave Period the Employer
may cease to provide the Executive with work, during which time the Executive
shall hold herself available to deal with requests for information, be
available for meetings (unless the Employer has agreed in writing that
the Executive may be unavailable for a period of time) and advice on
matters relating to this work but (except with the written consent of
the Chairman of the board of directors of Lloyds TSB Group plc or the
Group Chief Executive of Lloyds TSB Group plc) she shall not be directly
or indirectly engaged in the conduct of any activity (whether as an employee,
consultant, agent or otherwise) .and she shall not attend the premises
of any Group Company unless directed to do so by the Group Chief Executive
of Lloyds TSB Group plc and will not unless requested by the Board: |
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(a) |
contact or have any communication with
any customer or client of the Employer or any other Group Company in relation
to the business of the Employer or any other Group Company; or |
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(b) |
contact or have any communication with
any employee, officer, director, agent or consultant of the Employer or any
other Group Company in relation to the business of the Employer or any other
Group Company; or |
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(c) |
remain or become involved in any aspect
of the business of the Employer or any other Group Company except as required
by such companies. |
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The Executive
acknowledges that the right of the Employer to cease to provide her with
work in such circumstances is necessary for the protection of the legitimate
business interests of the Employer. |
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(iii) |
During the Garden
Leave Period the Executive shall remain bound by the provisions of Clause
5.2 hereof (other than Clause 5.2 (b) hereof if the Employer so requires).
Any unused holiday accrued at the commencement
of the Garden Leave Period and any holiday
accrued during any such period will be deemed to be taken by the Executive during
the Garden Leave Period in relation to any day(s) (not being a Saturday, Sunday
or bank holiday) during which the Executive was not required to deal with information
requests, attend a meeting or give advice. |
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(iv) |
During the
Garden Leave Period the Employer may require the Executive to resign
immediately from any directorship which she holds in the Group Companies,
unless she is required to perform duties to which any such directorship
relates in which case she may retain such directorships while those duties
are ongoing. The Executive hereby irrevocably appoints the Employer to
be her attorney to execute any instrument and do anything in her name
and on her behalf to effect her resignation if she fails to do so in
accordance
with this Clause 7.8(iv). |
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(v) |
The Executive
agrees and acknowledges that during any Garden Leave Period the Employer
may appoint another person to carry out duties in substitution for the
Executive. |
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| 7.9 |
Without
prejudice to the Executive’s rights to remuneration and other benefits
hereunder, the Employer shall have the right at any time to require the
Executive not to attend at any place of work or otherwise to suspend
the Executive from the performance of any duties under this Agreement.
During the period of such suspension the Employer may assign her duties,
titles or powers to another. Further, during such period of suspension
the Employer shall be under no obligation to vest in or assign to the
Executive any powers or duties or to provide any work to the Executive. |
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| 7.10 |
The Executive
shall have the benefit of any indemnity for directors contained in the
articles of association of the Employer and/or Lloyds TSB Group plc.
Moreover, the Executive shall be entitled to benefit from any directors
and officers insurance cover maintained from time to time by the Employer
(but that this shall not oblige the Employer to maintain any such cover
either at all, or on current terms). |
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The administration
of any directors and officers insurance is carried out by the Insurable
Risk Department, which will provide details of current cover upon request. |
| 8 |
Termination
and Severance |
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| 8.1 |
The Employer
may terminate the Executive’s employment at any time forthwith by
written notice to the Executive (and without any requirements of prior
notice) if the Executive shall:- |
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(a) |
commit any material breach, or continue
(after written warning) to commit any
breach, of her obligations under this Agreement; |
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(b) |
be guilty of any material misconduct or
material neglect in the discharge of her
duties; |
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(c) |
have a bankruptcy order made against her or
make any arrangement or
composition with her creditors or have an interim order
made against her pursuant
to the Insolvency Xxx 0000 (or any re-enactment or amendment thereof for the time
being in force); |
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(d) |
be convicted of any criminal offence which
in the reasonable opinion of the
Employer affects her position as an employee under this Agreement; |
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(e) |
bring the name or reputation of the Employer,
or any Group Company
in whose business she shall have been
involved, into material disrepute; |
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(f) |
be or become prohibited by law from becoming
or remaining a director; |
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(g) |
be disqualified or disbarred from membership
of, or be found to have committed
any serious disciplinary offence by, or be found not to
be a fit and proper person by,
any professional or regulatory body governing the conduct
by the Executive of her
duties or the business of any Group Company; |
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(h) |
cease to have FSMA Approval. |
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| 8.2 |
If the
Executive (owing to sickness, injury or otherwise) does not perform her
duties hereunder for a period of at least 26 weeks or at least 26 weeks
in aggregate in any period of twelve months the Employer shall (without
prejudice to any provision hereof) be entitled by giving to the Executive
not less than 3 months’ notice (given at the expiry of such period
(or aggregate days of non performance) or at any time thereafter while
the Executive continues not to perform her duties hereunder) to terminate
her employment and without prejudice to the protections provided to the
Executive under all disability discrimination laws applying to her. |
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| 8.3 |
Subject
to Clause 8.4 to Clause 8.13 below, if the Employer terminates the Executive’s
employment Without Cause the Employer shall pay to the Executive in respect
of each calendar month falling within the Severance Period a sum equal
to the monthly salary payable to the Executive immediately prior to the
Termination Date pursuant to Clauses 3.1(a) (“Monthly
Payment”). |
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| 8.4 |
The Employer
may reduce one or more Monthly Payments by an amount equal to any salary
paid to the Executive by the Employer or any other Group Company following
the Termination Date save to the extent that such salary relates to service
prior to such Termination Date. |
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| 8.5 |
A Monthly
Payment shall not be payable if the Executive performs services as an
employee, director, other office holder, consultant, partner or independent
contractor at any time during the Severance Period (“Alternative
Appointment”) except that
if the Executive shall satisfy the Employer that the aggregate gross
monetary value of the salary |
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received in
respect of such services and attributable to the Severance Period, whenever
paid (“Mitigation Sum ”)
will be less than the aggregate gross sum of the 12 Monthly Payments
the Employer shall treat the Mitigation Sum as having been paid in twelve
equal instalments (“Monthly
Mitigation Sum”) during
the Severance Period and will deduct from each Monthly Payment the relevant
Monthly Mitigation Sum and insofar as the Employer has already made one
or more Monthly Payments the Employer shall set off the relevant Monthly
Mitigation Sum (or Sums) against future Monthly Payments. |
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| 8.6 |
If the
Executive secures one or more Alternative Appointments the provisions
of Clause 8.5 above will take into account each such Alternative Appointment. |
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| 8.7 |
The Employer’s
obligation to pay each Monthly Payment is conditional upon: |
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(i) |
the Executive diligently seeking and
accepting
a suitable Alternative Appointment; and |
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(ii) |
the Executive disclosing promptly to
the Employer her acceptance of any Alternative Appointment and the remuneration
likely to be received in respect of such Alternative Appointment attributable
to the
Severance Period; and |
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(iii) |
the Executive providing the Employer
with a true copy of any statement produced by law by the counterparty
to each such Alternative Appointment and given to the Executive including
but not limited to an itemised
pay statement and P60. |
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| 8.8 |
For the
avoidance of doubt the Executive agrees that during the Severance Period
she will remain bound by the provisions of Clauses 9, 10 and 11 of this
Agreement and if she breaches such provisions the Monthly Payments shall
cease to be payable. |
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| 8.9 |
The Monthly
Payments shall be subject ot such deductions for tax and National Insurance
as the Employer is required to make by law or the tax and/or National
Insurance authorities. |
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| 8.10 |
Subject
to Clause 8.11 the Employer and the Executive agree that the Employer’s
obligations to the Executive under Clause 8.3 constitute a genuine pre-estimate
of the damages arising from the termination of the Employee’s employment
Without Cause and that if the Employer shall fully perform, when due,
all of its said obligations, such performance shall be in full and final
settlement of all and any claims which the Executive might have against
the Employer and each Group Company arising out of the Executive’s
employment under this Agreement or its termination and the Executive
hereby waives all such claims on the above terms (except to the extent
that the Executive may not by law in this Agreement waive any statutory
claims). |
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| 8.11 |
In the
event that the Executive would have been entitled to a personal bonus
if she had worked for the whole of the relevant financial year, the Executive
shall receive a payment in respect of such bonus assessed on a pro-rata
basis up to the Termination Date and payable at the same time as such
personal bonus would ordinarily have been payable. |
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| 8.12 |
In
this Clause 8 |
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|
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“Alternative
Appointment” has the
meaning given in Clause 8.5; |
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|
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“Monthly
Payment” has the meaning
given in Clause 8.3; |
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|
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“Severance
Period” shall mean the
period of 12 months beginning with the Termination Date; |
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“Termination
Date” shall mean the
date on which the Executive’s employment terminates; |
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|
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“Without
Cause”
means termination of employment by the Employer other than (i) pursuant
to Clause 4.1, Clause 4.2, Clause 8.1, Clause 8.2 or Clause 8.14 hereof,
(ii) by operation of law (including but not limited to termination by virtue
of the Transfer of Undertakings (Protection of Employment) Regulations 1981
or any successor thereto), (iii) where the Employer is entitled by law to
terminate the Executive’s employment without notice, (iv) by mutual
consent, or (v) death. |
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|
| 8.13 |
If the circumstances described
in Clause 8.3 above occur in circumstances where the Employer has already
given the Executive notice of termination of employment (a) the “Severance
Period” for the purposes of Clause 8.3 to 8.12 above shall be 12
months less the period of notice already served by the Executive (calculated
to the nearest whole calendar month (“Unexpired
Notice Period”)); and
(b) the reference in Clause 8.5 to “12” shall be replaced by
the number of calendar months of the Unexpired Notice Period. |
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|
| 8.14 |
The Employer may at its s ole
and absolute discretion terminate this Agreement with immediate effect
by summary written notice to the Executive (but without prejudice to
the continuation of the provisions that are expressed to continue after
the termination of this Agreement including but not limited to Clauses
4.4, 9, 10, 11 and 12 hereof and this Clause 8.14) and it shall be discharged
from all its obligations under this Agreement (except in respect of any
accrued rights of the Executive) provided it pays to the Executive the
sum or sums it would have been obliged to pay the Executive pursuant
to the provisions of Clauses 8.3 to 8.13 above (and subject to the terms
set out in those Clauses) had it terminated the Executive’s employment
Without Cause as therein described on the date of such summary written
notice. For the avoidance of doubt the provisions of Clauses 8.4, 8.5,
8.6, 8.7, 8.8, 8.9, 8.11 and 8.12 shall apply for these purposes and
accordingly such Clauses shall be read and construed as if applying to
termination in the circumstances contemplated by this Clause 8.14. |
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| 9 |
Confidential and Other
Information |
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| 9.1 |
Without prejudice to the common
law duties which she owes to the Employer the Executive agrees that she
will not (except in the proper performance of her duties or with the
written consent of the Chairman of the board of directors of Lloyds TSB
Group plc or the Group Chief Executive of Lloyds TSB Group plc), copy,
use, discuss with or disclose to any person, company, firm, individual
or organisation any of the Employer’s trade secrets or confidential
information. This restriction will continue to apply after the termination
of the Employment (howsoever arising) without limit in time but will
not apply to trade secrets or confidential information which become public
other than through unauthorised disclosure by the Executive. The Executive
will use her best endeavours to prevent the unauthorised copying, use
or disclosure of such information. |
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|
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For the purposes of this Agreement trade
secrets and confidential information include any information in whatever
form (written, oral, visual and electronic) concerning the confidential
affairs of the Employer. |
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|
| 9.2 |
In the course of her employment
the Executive is likely to obtain trade secrets and confidential information
belonging or relating to other Group Companies and other persons. She
will treat such information as if it falls within the terms of Clause
9.1 hereof and Clause 9.1 hereof will apply with any necessary amendments
to such information. If requested to do so by the Employer the Executive
will enter into an agreement with other |
| |
Group Companies and any other
persons in the same terms as Clause 9.1 hereof with any amendments necessary
to give effect to this provision. |
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|
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| 9.3 |
The Executive agrees
that she will not during or after the termination of her employment hereunder other than in the proper performance
of her duties (without the written consent of the Chairman of the board
of directors of Lloyds TSB Group plc or the Group Chief Executive of Lloyds
TSB Group plc) make any public announcement, statement or comment (whether
to the media or otherwise) concerning: |
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|
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(i) |
the affairs of the Employer or any other
member of the Group; |
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|
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(ii) |
the circumstances of the termination
of her employment with the Employer and any offices with any other member
of the Group;
or |
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|
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(iii) |
anything that may be detrimental to the
Employer
or any other member of the Group |
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except as required
by law or any regulatory body. |
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| 9.4 |
Nothing
in this Agreement will prevent the Executive from making a “protected
disclosure” in accordance with the provisions of the Employment
Rights Xxx 0000. |
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|
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| 10 |
Intellectual
Property Rights |
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| 10.1 |
The Executive
shall promptly disclose to the Employer all copyright works originated,
conceived, written or made by her alone or with others during the course
of her employment (except only those works originated, conceived, written
or made by her wholly outside her normal working hours and wholly unconnected
with her appointment) and shall until such rights shall be fully and
absolutely vested in the Employer (or its nominee) hold them in trust
for the Employer (or its nominee). |
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|
| 10.2 |
The Executive
assigns to the Employer (or it nominee) by way of future assignment all
copyright and other proprietary rights (if any) for the full terms thereof
throughout the world in respect of all works originated, conceived, written
or made by the Executive during the course of her employment (except
only those works originated, conceived, written or made by the Executive
wholly outside her normal working hours and wholly unconnected with her
duties under this Agreement). |
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|
| 10.3 |
It is
agreed that for the purpose of Section 2(1B) of the Registered Designs
Xxx 0000, the Copyrights Designs and Patents Xxx 0000 and the Community
Design Regulation 2002 all designs created by the Executive during the
course of her employment (except only those which are created by the
Executive wholly outside her normal working hours and wholly unconnected
with her duties under this Agreement) shall be treated as being created
by the Executive in the course of her employment and accordingly the
Employer shall for the purpose of that Act be the original proprietor
of any such designs. |
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|
| 10.4 |
The Executive
will promptly inform the Employer if she makes or is involved in making
an Invention during the Employment and will give the Employer sufficient
details of it to allow the Employer to assess the Invention and to decide
whether the Invention belongs to the Employer. The Employer will treat
any Invention which does not belong to it as confidential. |
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|
| |
“Invention” means
any invention (whether patentable or not within the meaning of the Patents
Act 1977 or other applicable legislation in any other country) relating
to or capable of being used in the business of the Employer or any other
Group Company. |
| |
If an Invention belongs to the Employer,
the Executi ve will act as a trustee for the Employer (or its nominee)
in relation to that Invention and will, at the request and expense of
the Employer, do everything necessary to vest all right, title and interest
in it in the Employer (or its nominee) with full title guarantee and
to secure full patent or other appropriate protection anywhere in the
world. |
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| 10.5 |
The Executive will
at the request and expense of the Employer do all things necessary or
desirable to substantiate the rights of the Employer under this Clause
10, and as security for such obligation irrevocably appoints the Employer
to be her attorney to sign or execute any such instrument or do any thing
as may be necessary or desirable to effect such substantiation and the
assignment referred to in Clause 10.2 hereof. |
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| 11 |
Restrictions after
Termination of Employment |
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| 11.1 |
In this clause: |
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|
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“Garden
Leave Period” has the
meaning given in Clause 7.8; |
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|
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“Relevant
Date” means the Termination
Date or, if earlier, the date on which the Executive commences any
Garden Leave Period; |
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|
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“Restricted
Employee” means a band
one employee working in the same division as the Executive, with a
Hay point score of 1000 or above and employed by a member of the Group; |
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|
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“Senior
Restricted Employee” means
a band one employee with a Hay point score of 1500 or above and employed
by a member of the Group; |
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|
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“Termination
Date” means the date
on which the Executive’s employment terminates. |
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|
| 11.2 |
The Executive is likely
to obtain trade secrets and confidential information and personal knowledge
of and influence over employees of the Group during the course of her
employment. To protect these interests of the Employer, the Executive
agrees with the Employer that she will be bound by the following: |
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|
| |
11.2.1 |
during the period of 6 months
commencing on the Relevant Date she will not be employed in, or carry
on for her own account or for any other person, whether directly or indirectly
(or be a director of any company engaged in) any business which, by virtue
of its location or otherwise, is or is about to be in competition with
any business of the Employer or any other member of the Group being carried
on by such company at the Relevant Date provided the Executive was concerned
or involved with that business to a material extent at any time during
the 12 months prior to the Relevant Date; and |
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|
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11.2.2 |
during the period of 9 months
commencing on the Relevant Date she will not (either on her own behalf
or for or with any other person, whether directly or indirectly,) entice
or try to entice away from the Employer or (as the case may be) any other
member of the Group any person who was a Restricted Employee or a Senior
Restricted Employee at the Relevant Date and who had been a Restricted
Employee or a Senior Restricted Employee at any time during the six months
prior to the Relevant Date and with whom the Executive had worked at
any time during that period or who was known to the Executive either
personally or by reputation by reason of her employment with the Employer. |
| 11.3 |
Following the Termination
Date, the Executive will not represent herself as being in any way connected
with the businesses of the Employer or of any other member of the Group
(except to the extent agreed by such a company). |
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|
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| 11.4 |
Any benefit
given or deemed to be given by the Executive to any Group Company under
the terms of Clause 11 is received and held on trust by the Employer
for the relevant Group Company. The Executive will enter into appropriate
restrictive covenants directly with other Group Companies if asked to
do so by the Employer. |
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| 12 |
Return
of Property etc. |
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| 12.1 |
The Executive
will immediately upon the termination of her employment return to the
Employer |
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12.1.1 |
all documents and other materials
(whether originals or copies) made or compiled by or delivered to the
Executive during her employment and concerning any member of the Group
and will not retain any copies of such documents or materials; and |
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12.1.2 |
all other property belonging
or relating to any member of the Group, in good condition (allowing for
fair wear and tear). |
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| 13 |
Notices |
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Any notice under
this Agreement shall be in writing and shall either be given personally
or be sent by prepaid first class post by the Employer to the Executive
at her address stated above or at her other last known address, or by
the Executive to the Employer at its address stated above or its other
last known address. Any notice sent by the Employer by post shall be
deemed to have been received two business days after the date of posting. |
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| 14 |
Miscellaneous |
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|
| 14.1 |
This
Agreement shall be in substitution for all existing contracts of service
or consultancy between the Employer or any Group Company and the Executive,
which (without prejudice to any accrued rights thereunder) shall be treated
as cancelled on the date the Executive’s employment is treated as
commencing under this Agreement. |
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| 14.2 |
This
Agreement comprises the whole agreement between the Employer and the
Executive relating to her employment hereunder and association with the
Group, to the exclusion of all other warranties, representations made
in good faith, undertakings and collateral contracts. |
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| 15 |
Contracts
(Rights of Third Parties) Act 1999 |
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No person other
than the parties to this Agreement or any Group Company shall have any
right to enforce any term of this Agreement under the Contracts (Rights
of Third Parties) Xxx 0000. |
| 16 |
Data Protection Act 1998 |
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For the purposes of the Data
Protection Xxx 0000 (the “Act”) the Executive gives her consent
to the holding, processing and disclosure of personal data (including
sensitive data within the meaning of the Act) provided by the Executive
to the Employer for all purposes relating to the performance of this
Agreement including, but not limited to: |
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|
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– |
administering and maintaining personnel
records; |
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– |
paying and reviewing salary and other
remuneration and benefits; |
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– |
providing and administering benefits (including
if relevant, pension, life assurance,
permanent health insurance and medical insurance); |
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– |
undertaking performance appraisals and
reviews; |
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– |
maintaining sickness and other absence
records; |
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– |
taking decisions as to the Executive’s
fitness for work; |
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– |
providing references and information to
future employers, and if necessary,
governmental and quasi-governmental bodies for social security and other
purposes, the Inland Revenue and the Contributions Agency; |
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|
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– |
providing information to future purchasers
of the Employer or of the business
in which the Executive works; and |
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|
|
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– |
transferring information concerning the
Executive to a country or territory outside
the EEA. |
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|
| |
The Executive
acknowledges that during her employment she will have access to and process,
or authorise the processing of personal data and sensitive personal data
relating to employees, customers and other individuals held and controlled
by the Employer. The Executive agrees to comply with the terms of the
Act in relation to such data and to abide by the Employer’s data
protection policy issued from time to time. |
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| 17 |
Interpretation |
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|
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In this Agreement:- |
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|
| 17.1 |
where
the context permits, references to the singular shall include references
to the plural and vice versa; |
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|
| 17.2 |
the Employer’s
Staff Manual shall mean the current manual of the Employer entitled “People
Policies and Practice”, as may be amended or replaced by the Employer
from time to time at its sole and absolute discretion. Upon any amendment
or replacement, the references to the paragraphs and sections of the
now current Employer’s Staff Manual in Clause 7.1 hereof shall be
construed so as to be references to the provisions of the amended or
replaced Employer’s Staff Manual dealing with the same subject matter; |
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|
| 17.3 |
Clause
headings are inserted for convenience only and shall not affect the construction
of this Agreement; |
| |
|
| 17.4 |
“Group
Company” means any of
Lloyds TSB Group plc and its subsidiaries (as defined by Section 736
of the Companies Act 1985), and “Group” means
all of them; |
| 17.5 |
“Board ” means
board of directors of the Employer or any duly authorised committee of
the same; |
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|
| 17.6 |
“Commencement Date” has the meaning given in Clause 4.1 hereof; |
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|
| 17.7 |
“FSMA Approval” has the meaning given in Clause 1.2 hereof. |
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| 18 |
Governing Law and Jurisdiction |
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|
| |
This Agreement is governed by and will be
interpreted in accordance with the law of England and Wales. Each of the
parties submits to the exclusive jurisdiction of the English courts as
regards any claim or matter arising under this Agreement. |
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|
EXECUTED by the Executive and a representative of the Employer duly and fully authorized by the Board of the Employer to enter into this Agreement on the first date mentioned above.
EXECUTED as a DEED by the
Executive
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| in the presence of: |
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| Witness’s signature |
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| Occupation |
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EXECUTED as a DEED on behalf of
the Employer: |
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| Director |
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| Director/Secretary |
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