Common use of Change of Role Clause in Contracts

Change of Role. The Award relates to the Executive’s current role as Group Chief Executive. If the Executive changes role, the Executive will be informed whether they will receive a Fixed Share Award in respect of that new role, and if so, the amount of that Fixed Share Award. In the event that the Executive is not entitled to a Fixed Share Award in such new role (or if the Fixed Share Award in such new role is less than the Executive’s current Fixed Share Award) any instalment (or part of an instalment of the Award) accruing after the change of role may be increased or decreased as appropriate (this may include a decrease to nil) and the Executive will have no right to any compensatory payment or damages in respect of such change. If the Executive’s employment terminates part-way through a quarter, the next instalment of the Award will be pro-rated downwards to reflect the part of the quarter during which the Executive was in employment. If notice of termination is served by either party and the Executive is placed on garden leave pursuant to Clause 10 of this Service Agreement, he will only receive a Fixed Share Award in respect of the garden leave period if that is consistent with prevailing regulatory requirements and Group policy at the relevant time. If payment of the Fixed Share Award is not consistent with prevailing regulatory requirements or Group policy, the Fixed Share Award will be pro-rated downwards to reflect the period of active employment prior to the date on which his garden leave commenced. The release dates for Shares held in the Executive’s brokerage account will normally continue to apply after the Executive has left. However, in exceptional circumstances, the RemCo may allow early release of the Executive’s shares and other assets in the brokerage account. This decision will be made within two months of the Executive leaving. On death, all Shares held in the brokerage account will be released to the Executive’s personal representatives as soon as administratively possible. On termination of employment, if under the Group’s policies the Executive is entitled to pay in respect of any accrued but untaken holiday, the Executive will receive payment in respect of their accrual of the Award in relation to such untaken holiday. This payment will either be made in cash, or in Lloyds’ shares which will be held in the Executive’s brokerage account together with the final instalment of the Award. For the purposes of the Award, the Executive’s employment will be treated as terminating when the Executive ceases to be employed by Lloyds Bank Plc. The share plan administrator will set up an individual brokerage account in the Executive’s name to manage the award. The share plan administrator will contact the Executive with the terms and conditions of the nominee account and any action required to set up the Executive’s account. If the Executive does not accept those terms, the Employer reserves the right to revoke the Award. Instalments will be paid into the brokerage account at the end of each quarter. Shares will be held as restricted stock until each release date and the Executive will not be able to sell, pledge, charge, transfer or in any way dispose of the Shares (or any interest in the Shares). After each release date, the Shares will show as unrestricted stock and the Executive will be able to ask for the relevant Shares to be sold or transferred. There may be costs involved in such a sale or transfer, which will be advised at the time by the share plan administrator. Apart from the restriction set out above, the Executive will be entitled to all rights of a shareholder in respect of the Shares held in the brokerage account from the time they are transferred to that account. Dividends accruing in respect of the Executive’s Shares will be automatically reinvested in additional Lloyds’ shares (“Dividend Shares”), unless you wish to receive the dividends in cash and obtain all necessary approvals to do so. Dividend Shares will be held in the Executive’s brokerage account but the Executive can ask for them to be sold or transferred at any time and the Executive is entitled to all rights of a shareholder in respect of them. This section applies where there is a Corporate Event and is without prejudice to the Executive’s continuing right to an Award if employment continues following the Corporate Event (albeit that in the event of a Change of Control future Awards will be paid in shares in the acquiring company or other relevant company). Where a Change of Control occurs part-way through a quarter, the instalment of the Award due to be payable at the end of the quarter will become immediately payable and will be pro-rated downwards to reflect the shorter accrual period. The appropriate number of Shares will then be transferred to the brokerage account. Unless the RemCo determines otherwise, all Shares held in the brokerage account will be released to the Executive and they may participate in the Corporate Event in the same way as other shareholders. However, the RemCo may instead decide that the Shares held in the

Change of Role. The Award relates to the Executive’s current role as Group Chief Executiverole. If the Executive changes role, the Executive will be informed whether they will receive a Fixed Share Award in respect of that new role, and if so, the amount of that Fixed Share Award. In the event that the Executive is not entitled to a Fixed Share Award in such new role (or if the Fixed Share Award in such new role is less than the Executive’s current Fixed Share Award) any instalment (or part of an instalment of the Award) accruing after the change of role may be increased or decreased as appropriate (this may include a decrease to nil) and the Executive will have no right to any compensatory payment or damages in respect of such change. If the Executive’s employment terminates part-way through a quarter, the next instalment of the Award will be pro-rated downwards to reflect the part of the quarter during which the Executive was in employment. If notice of termination is served by either party and the Executive is placed on garden leave pursuant to Clause 10 of this Service Agreement, he will only receive a Fixed Share Award in respect of the garden leave period if that is consistent with prevailing regulatory requirements and Group policy at the relevant time. If payment of the Fixed Share Award is not consistent with prevailing regulatory requirements or Group policy, the Fixed Share Award will be pro-rated downwards to reflect the period of active employment prior to the date on which his garden leave commenced. The release dates for Shares held in the Executive’s brokerage account will normally continue to apply after the Executive has left. However, However in exceptional circumstances, circumstances the RemCo may allow early release of the Executive’s shares and other assets in the brokerage account. This decision will be made within two months of the Executive leaving. On death, all Shares held in the brokerage account will be released to the Executive’s personal representatives as soon as administratively possible. On termination of employment, if under the Group’s policies the Executive is entitled to pay in respect of any accrued but untaken holiday, the Executive will receive payment in respect of their accrual of the Award in relation to such untaken holiday. This payment will either be made in cash, or in Lloyds’ shares which will be held in the Executive’s brokerage account together with the final instalment of the Award. For the purposes of the Award, the Executive’s employment will be treated as terminating when the Executive ceases to be employed by Lloyds Bank Plcany Group Company. The share plan administrator will set up an individual brokerage account in the Executive’s name to manage the award. The share plan administrator will contact the Executive with the terms and conditions of the nominee account and any action required to set up the Executive’s account. If the Executive does not accept those terms, the Employer reserves the right to revoke the Award. Instalments will be paid into the brokerage account at the end of each quarter. Shares will be held as restricted stock until each release date and the Executive will not be able to sell, pledge, charge, transfer or in any way dispose of the Shares (or any interest in the Shares). After each release date, the Shares will show as unrestricted stock and the Executive will be able to ask for the relevant Shares to be sold or transferred. There may be costs involved in such a sale or transfer, which will be advised at the time by the share plan administrator. Apart from the restriction set out above, the Executive will be entitled to all rights of a shareholder in respect of the Shares held in the brokerage account from the time they are transferred to that account. Dividends accruing in respect of the Executive’s Shares will be automatically reinvested in additional Lloyds’ shares (“Dividend Shares”), ) unless you wish to receive the dividends in cash and obtain all necessary approvals to do so. Dividend Shares will be held in the Executive’s brokerage account but the Executive can ask for them to be sold or transferred at any time and the Executive is entitled to all rights of a shareholder in respect of them. This section applies where there is a Corporate Event and is without prejudice to the Executive’s continuing right to an Award if employment continues following the Corporate Event (albeit that in the event of a Change of Control future Awards will be paid in shares in the acquiring company or other relevant company). Where a Change of Control occurs part-way through a quarter, the instalment of the Award due to be payable at the end of the quarter will become immediately payable and will be pro-rated downwards to reflect the shorter accrual period. The appropriate number of Shares will then be transferred to the brokerage account. Unless the RemCo determines otherwise, all Shares held in the brokerage account will be released to the Executive and they may participate in the Corporate Event in the same way as other shareholders. However, the RemCo may instead decide that the Shares held in the.