Common use of Payment in lieu of notice Clause in Contracts

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.1. Nothing in this clause 13 shall prevent the Company from terminating the Appointment for breach. 13.4 Notwithstanding clause 13.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 25.1 Notwithstanding clause 2.14, the Company may, in its sole and absolute discretion, terminate the Appointment Employment at any time and with immediate effect by notifying the Employee Executive that the Company is exercising its right under this clause 13 25.1 and that it the Company will make within 28 days a payment in lieu of notice (“Payment in Lieu), or the first instalment of any Payment in Lieu, ”) to the EmployeeExecutive,. This Payment in Lieu will be equal to the basic salary Salary (as at the date of termination) only which the Employee Executive would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 4 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) 25.1.1 any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) 25.1.2 any payment in respect of benefits which the Employee Executive would have been entitled to receive during the period for which the Payment in Lieu is made; and c) 25.1.3 any payment in respect of any holiday entitlement Holiday Entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 25.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.125.1. Nothing in this clause 13 25 shall prevent the Company from terminating the Appointment for breachEmployment in breach of this agreement. 13.4 25.3 Notwithstanding clause 13.1 25.1 the Employee Executive shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment Employment without notice in accordance with clause 1426. In that case the Company shall also be entitled to recover from the Employee Executive any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the 21.1 The Company may, may in its sole and absolute discretion, terminate the Appointment Employment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 and that it will make within 28 days pay you a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be sum equal to the basic salary (as at the date of termination) which the Employee you would have been entitled to receive under this agreement received during the your notice period referred pursuant to in clause 2.1 9.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributionscontributions (“Payment in Lieu”). For the avoidance of doubt, the The Payment in Lieu shall not include any element payment in relation torespect of: (a) any bonus or commission payments that might otherwise have been due paid to you during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; andor (c) any payment in respect of any holiday entitlement that would have accrued to you during the period for which the Payment in Lieu is made. 13.2 21.2 The Company may pay will make any sums due under payment pursuant to clause 13.1 21.1, at its absolute discretion, either within 28 days of the termination of your employment or in equal monthly instalments in arrears until the date on which the period of notice period referred to in clause 2.1 21.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such incomeexpired. 13.3 The Employee 21.3 You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.121.1. Nothing in this clause 13 21 shall prevent the Company from terminating the Appointment for your Employment in breach. 13.4 Notwithstanding clause 13.1 the Employee shall not be entitled 21.4 If having elected to any make a Payment in Lieu if but either before or after the Company would otherwise payment (or any instalment of it) is made, it comes to the Company’s attention that it may have been entitled to terminate the Appointment without notice in accordance with your employment summarily for a reason within clause 14. In that case 23 or otherwise, then the Company shall also be entitled reserves the right not to recover from make the Employee any Payment in Lieu (or instalments thereofany outstanding instalment of it) and/or to demand the immediate repayment of it or any instalment which has already madebeen paid. 21.5 Notwithstanding anything to the contrary herein, the following provisions apply to the extent the Payment in Lieu of notice provided herein is subject to Section 409A of the Internal Revenue Code (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). The Payment in Lieu shall not commence until the you have had a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “separation from service”). Each installment of the Payment in Lieu is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the Payments in Lieu are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the Payments in Lieu shall be delayed until the earlier of (i) six (6) months and one day after your separation from service, (ii) your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. The parties acknowledge that the exemptions from application of Section 409A to the Payments in Lieu are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of the Payments in Lieu may preclude the ability of the Payments in Lieu provided under this Agreement to qualify for an exemption. To the extent that the Payments in Lieu or other benefits are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which you may consider and sign the Release spans two calendar years, the payment of such severance payments and benefits will not be made or begin until the later calendar year. It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify you for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement.

Payment in lieu of notice. 13.1 16.1 Notwithstanding clause 2.12, the Company may, with the approval of all of the directors, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 16.1 and that it will make within 28 days the first instalment of a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 16.2 The Company may pay any sums due under clause 13.1 16.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 16.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.116.1. Nothing in this clause 13 16 shall prevent the Company from terminating the Appointment for in breach. 13.4 16.4 Notwithstanding clause 13.1 16.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1417. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the 21.1 The Company may, in its sole and absolute discretion, terminate the Appointment Employee’s employment under this Agreement at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 21.1 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, "▇▇▇▇▇") to the Employee. This Payment The Employee’s employment will terminate immediately and any ▇▇▇▇▇ due to the Employee in Lieu accordance with the provisions of this clause 21.1 will subsequently be paid. The ▇▇▇▇▇ will be equal to the basic salary (as at the date of terminationTermination Date) which the Employee would have been entitled to receive under this agreement Agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributionsdeductions required by law or such other payment instead including but not limited to sick pay as would have been payable instead of basic salary during such notice period or part thereof. For the avoidance of doubt, doubt the Payment in Lieu ▇▇▇▇▇ shall not include any element in relation to: a) 21.1.1 any bonus or commission payments payments, or payments, rights or benefits under any share option or long term incentive plan or salary sacrifice scheme that might otherwise have been due had the Employee worked for the Company during the notice period for which the Payment in Lieu is made; b) 21.1.2 any payment in respect of benefits which the Employee would have been entitled to receive had they worked for the Company during the notice period for which the Payment in Lieu is made; and c) 21.1.3 any payment in respect of any holiday entitlement Holiday Entitlement that would have accrued had the Employee worked for the Company during the notice period for which the Payment in Lieu is made. 13.2 21.2 The Company may pay any sums due under clause 13.1 21.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 21.3 The Employee shall have no right to receive a Payment in Lieu ▇▇▇▇▇ unless the Company has exercised its discretion in clause 13.121.1. Nothing in this clause 13 21 shall prevent the Company from terminating the Appointment for Employee’s employment under this Agreement in breach. 13.4 21.4 Notwithstanding clause 13.1 21.1, the Employee shall not be entitled to any Payment in Lieu ▇▇▇▇▇ if the Company would otherwise have been entitled to terminate the Appointment Employee’s employment under this Agreement without notice in accordance with clause 1422. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) ▇▇▇▇▇ already made. 21.5 On termination of the employment howsoever arising the Employee shall not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing scheme operated by the Company or by any Group Company in which the Employee may participate which would otherwise have accrued during the period of notice to which the Employee is entitled under clause 2 of the Agreement.

Payment in lieu of notice. 13.1 20.1 Notwithstanding clause 2.11.6.1, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 and that it will make within 28 days paying a payment sum in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be ) equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 20.2 The Company may pay any sums due under clause 13.1 21 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 20.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.120. Nothing in this clause 13 21 shall prevent the Company from terminating the Appointment for in breach. 13.4 Notwithstanding clause 13.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the i. The Company may, in its sole and absolute discretion, terminate the Appointment may at any time and with immediate effect (including without limitation after notice of termination has been given by notifying either party) at its absolute discretion elect to terminate the Employee employment of the Executive by giving the Executive written notice that the Company it is exercising its right under this clause 13 section (the date of such notice being the “P▇▇▇▇ Termination Date”) and that it will make within 28 45 days the first instalment of a payment in lieu of notice (“Payment in Lieu”), or the first instalment of any Payment in Lieu, to the Employee. This The Payment in Lieu will may be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company may pay any sums due under clause 13.1 paid in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall Executive will be obliged to seek alternative income during this period and to notify the Company of any income so received. The Any income received will result in a reduction in the monthly instalment payments shall then be reduced by the corresponding amount of such income(which amount will not be negative). 13.3 The Employee ii. A Payment in Lieu will be equal to the basic Salary for the unexpired period of notice (subject to deductions required by law). For the avoidance of doubt the Payment in Lieu shall not include any element in relation to: i. any bonus or commission payments, or payments, rights or benefits under any equity, share option or short or long term incentive plan or salary sacrifice scheme that might otherwise have been due had the Executive worked for the Company during the notice period for which the Payment in Lieu is made, provided, however, that in the event that Payment in Lieu is made by virtue of notice between the end of the calendar year and payment date for the STIP for the previous year, Executive will receive the STIP for the previous year when such bonuses are paid; ii. any payment in respect of benefits which the Executive would have been entitled to receive had the Executive worked for the Company during the notice period for which the Payment in Lieu is made; and iii. any payment in respect of any holiday entitlement that would have accrued had the Executive worked for the Company during the notice period for which the Payment in Lieu is made. iii. There shall be no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.1. Nothing in this clause 13 shall prevent the Company from terminating the Appointment for breachsection 16(b). 13.4 Notwithstanding clause 13.1 iv. If the Employee termination pursuant to this Section 15 (unless under section 15(a)) constitutes a Change in Control Termination Event, the Executive shall receive Salary and Target Bonus from the P▇▇▇▇ Termination Date through notice period, payable in accordance with the Company’s then current payroll practice. v. Any equity or equity-based award which has not been fully vested as of the P▇▇▇▇ Termination Date (including any award under the LTIP), shall not be entitled forfeited but shall remain outstanding subject to any Payment potential future vesting subject to the time, performance or other conditions to vesting specified in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu such award (or instalments thereof) already madeunless employment is terminated under section 15(a)).

Payment in lieu of notice. 13.1 Notwithstanding clause 2.12, the Company we may, in its our sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee you that the Company is we are exercising its our right under this clause 13 27.1 and that it we will make within 28 [28] days [the first instalment of] a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employeeyou. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee you would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) : any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) ; any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; and c) and any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company . We may pay any sums due under clause 13.1 27.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee You shall be obliged to seek alternative income during this period and to notify the Company us of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee . You shall have no right to receive a Payment in Lieu unless the Company has we have exercised its our discretion in clause 13.127.1. Nothing in this clause 13 27 shall prevent the Company us from terminating the Appointment for in breach. 13.4 . Notwithstanding clause 13.1 the Employee 27.1 you shall not be entitled to any Payment in Lieu if the Company we would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1428. In that case the Company we shall also be entitled to recover from the Employee you any Payment in Lieu (or instalments thereofany instalments) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the 21.1 The Company may, in its sole and absolute discretion, terminate the Appointment Employee’s employment under this Agreement at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 21.1 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, "P▇▇▇▇") to the Employee. This Payment The Employee’s employment will terminate immediately and any P▇▇▇▇ due to the Employee in Lieu accordance with the provisions of this clause 21.1 will subsequently be paid. The P▇▇▇▇ will be equal to the basic salary (as at the date of terminationTermination Date) which the Employee would have been entitled to receive under this agreement Agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributionsdeductions required by law or such other payment instead including but not limited to sick pay as would have been payable instead of basic salary during such notice period or part thereof. For the avoidance of doubt, doubt the Payment in Lieu P▇▇▇▇ shall not include any element in relation to: a) 21.1.1 any bonus or commission payments payments, or payments, rights or benefits under any share option or long term incentive plan or salary sacrifice scheme that might otherwise have been due had the Employee worked for the Company during the notice period for which the Payment in Lieu is made; b) 21.1.2 any payment in respect of benefits which the Employee would have been entitled to receive had they worked for the Company during the notice period for which the Payment in Lieu is made; and c) 21.1.3 any payment in respect of any holiday entitlement Holiday Entitlement that would have accrued had the Employee worked for the Company during the notice period for which the Payment in Lieu is made. 13.2 21.2 The Company may pay any sums due under clause 13.1 21.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 21.3 The Employee shall have no right to receive a Payment in Lieu P▇▇▇▇ unless the Company has exercised its discretion in clause 13.121.1. Nothing in this clause 13 21 shall prevent the Company from terminating the Appointment for Employee’s employment under this Agreement in breach. 13.4 21.4 Notwithstanding clause 13.1 21.1, the Employee shall not be entitled to any Payment in Lieu P▇▇▇▇ if the Company would otherwise have been entitled to terminate the Appointment Employee’s employment under this Agreement without notice in accordance with clause 1422. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) P▇▇▇▇ already made. 21.5 On termination of the employment howsoever arising the Employee shall not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing scheme operated by the Company or by any Group Company in which the Employee may participate which would otherwise have accrued during the period of notice to which the Employee is entitled under clause 2 of the Agreement.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1Clause 2, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause Clause 13 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 Clause 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company may pay any sums due under clause Clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 at Clause 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause Clause 13.1. Nothing in this clause 13 Clause 12 shall prevent the Company from terminating the Appointment for in breach. 13.4 Notwithstanding clause Clause 13.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause Clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 11.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 11 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) 11.1.1 any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) 11.1.2 any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and c) 11.1.3 any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 11.2 The Company may pay any sums due under clause 13.1 11.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 11.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.111.1. Nothing in this clause 13 11 shall prevent the Company from terminating the Appointment for in breach. 13.4 11.4 Notwithstanding clause 13.1 11.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1412. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 18.1 Notwithstanding clause 2.12, the Company we may, in its our sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee you that the Company is we are exercising its our right under this clause 13 18 and that it we will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employeeyou. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee you would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 ‎2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) 18.1.1 any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) 18.1.2 any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; and c) 18.1.3 any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company 18.2 We may pay any sums due under clause 13.1 18.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee You shall be obliged to seek alternative income during this period and to notify the Company us of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee 18.3 You shall have no right to receive a Payment in Lieu unless the Company has we have exercised its our discretion in clause 13.1clause18.1. Nothing in this clause 13 18 shall prevent the Company us from terminating the Appointment for in breach. 13.4 18.4 Notwithstanding clause 13.1 the Employee 18.1 you shall not be entitled to any Payment in Lieu if the Company we would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1419. In that case the Company we shall also be entitled to recover from the Employee you any Payment in Lieu (or instalments thereofany instalments) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the Company may, 22.1 We may in its our sole and absolute discretion, terminate the Appointment your Employment at any time and with immediate effect by notifying and we will pay in accordance with the Employee that the Company is exercising its right under provisions of this clause 13 and that it will make within 28 days 22, a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be you equal to the your basic salary (as at the date of terminationtermination date) which the Employee you would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 4.1 (or, or if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. national insurance contributions ("Payment in Lieu"). 22.2 For the avoidance of doubt, the any Payment in Lieu shall not include any element payment in relation torespect of: (a) any bonus or commission payments that might otherwise have been due paid to you during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; andor (c) any payment in respect of any holiday entitlement that would have accrued to you during the period for which the Payment in Lieu is made. 13.2 The Company 22.3 We may pay any sums due under clause 13.1 Payment in Lieu in equal monthly instalments until the date on which the your notice period referred to in under clause 2.1 4.1 would have expired if notice had been given. The Employee shall be obliged You undertake to seek and take up, as soon as reasonably practicable, any opportunity to earn alternative income during this period and to notify the Company us of any income so receivedyou receive or are entitled to receive. The instalment payments shall Any outstanding instalments will then be reduced (including to zero) by the amount of such income. You agree that no further payments will become payable to you under this clause 22 with effect from the first day of taking up that opportunity. 13.3 The Employee 22.4 You shall have no right to receive a Payment in Lieu unless the Company has we have exercised its our discretion in clause 13.122.1. Nothing in this clause 13 22 shall prevent the Company us from terminating the Appointment for your Employment in breach. 13.4 Notwithstanding clause 13.1 the Employee shall not be entitled 22.5 If having elected to any make a Payment in Lieu if but either before or after the Company would otherwise payment (or any instalment of it) is made, it comes to our attention that we may have been entitled to terminate the Appointment without notice in accordance with your employment summarily for a reason within clause 14. In that case the Company shall also be entitled 23 or otherwise, you will have no entitlement to recover from the Employee any Payment in Lieu (or instalments thereofany outstanding instalment of it) and we reserve the right to demand the immediate repayment of any sum which has already madebeen paid.

Payment in lieu of notice. 13.1 24.1 Notwithstanding clause 2.13, the Company may, in its sole and absolute discretion, terminate the Appointment Employment at any time and with immediate effect by notifying the Employee Executive that the Company is exercising its right under this clause 13 24.1 and that it the Company will make within 28 days a payment in lieu of notice ("Payment in Lieu), or the first instalment of any Payment in Lieu, ") to the EmployeeExecutive,. This Payment in Lieu will be equal to the basic salary Salary (as at the date of termination) only which the Employee Executive would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 3 (or, if notice has already been given, during the remainder of the notice period) less income tax tax(es) and National Insurance or comparable social security contributions. Clause 13 shall apply to any Payment in Lieu. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) 24.1.1 any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) 24.1.2 any payment in respect of benefits which the Employee Executive would have been entitled to receive during the period for which the Payment in Lieu is made; and c) 24.1.3 any payment in respect of any holiday entitlement Holiday Entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 24.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.124.1. Nothing in this clause 13 24 shall prevent the Company from terminating the Appointment for breachEmployment in breach of this agreement. 13.4 24.3 Notwithstanding clause 13.1 24.1 the Employee Executive shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment Employment without notice in accordance with clause 1425. In that case the Company shall also be entitled to recover from the Employee Executive any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.12, the Company Employers may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is Employers are exercising its their right under this clause 13 12 and that it they will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) : any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) ; any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and c) and any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 . The Company Employers may pay any sums due under clause 13.1 12.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company Employers of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 . The Employee shall have no right to receive a Payment in Lieu unless the Company has Employers have exercised its their discretion in clause 13.112.1. Nothing in this clause 13 12 shall prevent the Company Employers from terminating the Appointment for in breach. 13.4 . Notwithstanding clause 13.1 12.1 the Employee shall not be entitled to any Payment in Lieu if the Company Employers would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1413. In that case the Company Employers shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, 25.1 At its absolute discretion the Company may, in its sole and absolute discretion, terminate the Appointment may at any time and (including without limitation after notice of termination has been given by either party) lawfully terminate this agreement with immediate effect by notifying the Employee You in writing that the Company is exercising its right under this clause 13 25.1 and that it will make within 28 45 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This . 25.2 The Payment in Lieu will be equal to your Salary for the basic salary then unexpired period of notice (as subject to deductions required by law including the deduction at the date source of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance national insurance contributions). For the avoidance of doubt, the Payment in Lieu shall will not include any element in relation to: (a) any bonus or commission payments payments, or payments, rights or benefits under any share option or long term incentive plan or salary sacrifice scheme that might otherwise have been due had You worked for the Company during the notice period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee You would have been entitled to receive had You worked for the Company during the notice period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement Holiday Entitlement that would have accrued had You worked for the Company during the notice period for which the Payment in Lieu is made. 13.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee shall 25.3 You have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.125.1. Nothing in this clause 13 shall prevent 25 prevents the Company from terminating the Appointment for in breach. 13.4 25.4 Notwithstanding clause 13.1 the Employee shall 25.1 You will not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14. In 25.1 and in that case the Company shall will also be entitled to recover from the Employee You any Payment in Lieu (or instalments thereof) already made. 25.5 On termination of the Appointment howsoever arising You will not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing scheme operated by the Company or by any Group Company in which You may participate which would otherwise have accrued during the period of notice to which You are entitled.

Payment in lieu of notice. 13.1 24.1 Notwithstanding clause 2.13, the Company may, in its sole and absolute discretion, terminate the Appointment Employment at any time and with immediate effect by notifying the Employee Executive that the Company is exercising its right under this clause 13 24.1 and that it the Company will make within 28 days a payment in lieu of notice ("Payment in Lieu), or the first instalment of any Payment in Lieu, ") to the EmployeeExecutive. This Payment in Lieu will be equal to the basic salary Salary (as at the date of termination) only which the Employee Executive would have been entitled to receive under this agreement during for the notice period referred to in clause 2.1 (or, if notice has already been given, during the remainder balance of the notice period) Term less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) 24.1.1 any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) 24.1.2 any payment in respect of benefits which the Employee Executive would have been entitled to receive during the period for which the Payment in Lieu is made; and c) 24.1.3 any payment in respect of any holiday entitlement Holiday Entitlement that would have accrued during the period for which the Payment in Lieu is made. IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" Error! Unknown document property name." "" Error! Unknown document property name. 13.2 24.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.124.1. Nothing in this clause 13 24 shall prevent the Company from terminating the Appointment for breachEmployment in breach of this agreement. 13.4 24.3 Notwithstanding clause 13.1 24.1 the Employee Executive shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment Employment without notice in accordance with clause 1425. In that case the Company shall also be entitled to recover from the Employee Executive any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 17.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 18.1 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 17.2 The Company may pay any sums due under clause 13.1 18.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 17.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.118.1. Nothing in this clause 13 18 shall prevent the Company from terminating the Appointment for in breach. 13.4 17.4 Notwithstanding clause 13.1 18.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1419. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 ‌ 11.1 Notwithstanding clause 2.110, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 and that it will make within 28 days paying a payment sum in lieu of notice (“Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be ”) equal to the basic salary (as at the date of termination) which the Employee you would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 11.2 The Company may pay any sums due under clause 13.1 11.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee You shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee 11.3 You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.111.1. Nothing in this clause 13 11 shall prevent the Company from terminating the Appointment for this agreement in breach. 13.4 Notwithstanding clause 13.1 11.4 You agree that the Employee Company shall not be entitled liable to make a Payment in Lieu, and you agree to repay to the Company on demand any Payment in Lieu which you have received, if the Company discovers, following the exercise of its rights under this clause 11, that you have acted in a manner that would otherwise have been entitled the Company to terminate the Appointment without notice in accordance with your employment pursuant to clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.10.3

Payment in lieu of notice. 13.1 16.1 Notwithstanding clause 2.1Clause 2 (Term of appointment), the Company Employer may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company Employer is exercising its right under this clause 13 Clause 16 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement Agreement during the three (3) month notice period referred to in clause 2.1 Clause 2 (Term of appointment) (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions). For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 16.2 The Company Employer may pay any sums due under clause 13.1 Clause 16.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 Clause 2 (Term of appointment) would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 16.3 The Employee shall have no right to receive a Payment in Lieu unless the Company Employer has exercised its discretion in clause 13.1Clause 16.1. Nothing in this clause 13 Clause 16 shall prevent the Company Employer from terminating the Appointment for in breach. 13.4 16.4 Notwithstanding clause 13.1 Clause 16.1, the Employee shall not be entitled to any Payment in Lieu if the Company Employer would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14Clause 18 (Termination without notice). In that case the Company Employer shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the 20.1 The Company may, in its sole and absolute discretion, terminate the Appointment Executive’s employment under this Agreement at any time and with immediate effect by notifying the Employee Executive that the Company is exercising its right under this clause 13 20 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, “▇▇▇▇▇”) to the EmployeeExecutive. This Payment The Executive’s employment will terminate immediately and any ▇▇▇▇▇ due to the Executive in Lieu accordance with the provisions of this clause 20 will be paid within 28 days. The ▇▇▇▇▇ will be equal to the basic salary (as at the date of terminationTermination Date) which the Employee Executive would have been entitled to receive under this agreement Agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is madedeductions required by law. 13.2 20.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee Executive shall have no right to receive a Payment in Lieu ▇▇▇▇▇ unless the Company has exercised its discretion in clause 13.1. Nothing in this clause 13 shall prevent the Company from terminating the Appointment for breach20.1. 13.4 20.3 Notwithstanding clause 13.1 20.1, the Employee Executive shall not be entitled to any Payment in Lieu ▇▇▇▇▇ if the Company would otherwise have been entitled to terminate the Appointment Executive’s employment under this Agreement without notice in accordance with clause 1421. In that case the Company shall also be entitled to recover from the Employee Executive any Payment in Lieu (or instalments thereof) ▇▇▇▇▇ already made. 20.4 The Company may, in its sole discretion, make the payment due under clause 20.1 either as a lump sum within 28 days of the Termination Date or in monthly instalments in arrears paid on the normal payroll dates starting with the month following the Termination Date and ending on the normal payroll date in the month when notice of termination would have expired. 20.5 If the Executive commences Alternative Employment during the payment period, the Company shall be entitled to reduce the amount of each remaining instalment by 1/12th of the annual remuneration or fees to be paid to the Executive in respect of the Alternative Employment. 20.6 If the Company elects to pay by instalments in accordance with clause 20.4 the Executive shall use their best endeavours to obtain and commence Alternative Employment as soon as possible after the Termination Date and shall notify the Company immediately of their acceptance and the terms of any offer of Alternative Employment. 20.7 Notwithstanding anything to the contrary herein, the provisions of this paragraph shall apply to the extent the Executive is or becomes subject to U.S. income tax and the ▇▇▇▇▇ provided herein or any other payment hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A, and to the extent that such payment is payable upon the Executive’s termination, then such payments is subject to Section 409A of the U.S. Internal Revenue Code (the “Code”) and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). To the extent that the ▇▇▇▇▇ or any other payment hereunder constitutes nonqualified deferred compensation within the meaning of Section 409A, and to the extent that such payment is payable upon the Executive’s termination of employment, then such payments shall not commence until the Executive has had a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder). Each instalment of the ▇▇▇▇▇ (or any other payment hereunder) is intended to constitute a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the ▇▇▇▇▇ is intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and the Executive is, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the ▇▇▇▇▇ or any other payment hereunder that is subject to Section 409A and payable on account of the Executive’s separation from service shall be delayed until the earlier of (i) six (6) months and one day after the Executive’s separation from service, (ii) the Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Section 409A period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to the Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred. The parties acknowledge that the exemptions from application of Section 409A to the ▇▇▇▇▇ are fact specific, and any later amendment of this Agreement to alter the timing, amount or conditions that will trigger payment of the ▇▇▇▇▇ may preclude the ability of the ▇▇▇▇▇ provided under this Agreement to qualify for an exemption. To the extent that the ▇▇▇▇▇ or other benefits are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which the Executive may consider and sign the Release spans two calendar years, the payment of such severance payments and benefits will not be made or begin until the later calendar year. It is intended that this Agreement shall comply with the requirements of Section 409A, and any ambiguity contained herein shall be interpreted in such manner so as to avoid adverse personal tax consequences under Section 409A. Notwithstanding the foregoing, the Company shall in no event be obligated to indemnify the Executive for any taxes or interest that may be assessed by the Internal Revenue Service pursuant to Section 409A of the Code to payments made pursuant to this Agreement. 20.8 For the purpose of this clause 20, “Release” means a settlement agreement or waiver in a form specified by Company which the Executive must sign to receive the ▇▇▇▇▇ or any other severance payments or benefits (if any).

Payment in lieu of notice. 13.1 Notwithstanding clause 2.12., the Company Employers may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is Employers are exercising its their right under this clause 13 12. and that it they will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2. (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) : any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) ; any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and c) and any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 . The Company Employers may pay any sums due under clause 13.1 12.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2. would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company Employers of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 . The Employee shall have no right to receive a Payment in Lieu unless the Company has Employers have exercised its their discretion in clause 13.112.1. Nothing in this clause 13 12. shall prevent the Company Employers from terminating the Appointment for in breach. 13.4 . Notwithstanding clause 13.1 12.1 the Employee shall not be entitled to any Payment in Lieu if the Company Employers would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14. 13.. In that case the Company Employers shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1Clause 2, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause Clause 13 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 Clause 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company may pay any sums due under clause Clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 at Clause 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause Clause 13.1. Nothing in this clause Clause 13 shall prevent the Company from terminating the Appointment for in breach. 13.4 Notwithstanding clause Clause 13.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause Clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 12.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 12 and that it will make within 28 days the first instalment of a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 12.2 The Company may pay any sums due under clause 13.1 12.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 12.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.112.1. Nothing in this clause 13 12 shall prevent the Company from terminating the Appointment for in breach. 13.4 12.4 Notwithstanding clause 13.1 12.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14notice. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the 20.1 The Company may, may in its sole and absolute discretion, terminate the Appointment Employment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 and that it will make within 28 days pay you a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be sum equal to the basic salary (as at the date of termination) which the Employee you would have been entitled to receive under this agreement received during the your notice period referred pursuant to in clause 2.1 8.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributionscontributions ("Payment in Lieu"). For the avoidance of doubt, the The Payment in Lieu shall not include any element payment in relation torespect of: (a) any bonus or commission payments that might otherwise have been due paid to you during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; andor (c) any payment in respect of any holiday entitlement that would have accrued to you during the period for which the Payment in Lieu is made. 13.2 The 20.2 Subject to clause 20.3, the Company may pay will make any sums due under payment pursuant to clause 13.1 20.1, at its absolute discretion, either within 30 days of the termination of your employment or in equal monthly instalments in arrears until the date on which the period of notice period referred to in clause 2.1 20.1 would have expired if notice had been given. The Employee shall be obliged expired. 20.3 If the Company chooses to make the Payment in Lieu in instalments, you undertake to seek and take up, as soon as reasonably practicable, any opportunity to earn alternative income during this (whether in the form of cash or benefits in kind) over the period in which the instalments are to be made. You undertake to inform the Company in writing as soon as you receive an offer of any such opportunity and to notify disclose to the Company the gross amount of any income so receivedsuch income. The You agree that the instalment payments shall then will be reduced (including to zero) by the amount of such incomeincome you earn and/or are entitled to earn over the period in which such instalments are to be made. 13.3 The Employee 20.4 You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.120.1. Nothing in this clause 13 20 shall prevent the Company from terminating the Appointment for your Employment in breach. 13.4 Notwithstanding clause 13.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the Company may, 19.1 We may in its our sole and absolute discretion, terminate the Appointment your Employment at any time and with immediate effect by notifying the Employee you that the Company is exercising its right under this clause 13 and that it we will make within 28 days a payment in lieu of notice (Payment in Lieu), or accordance with the first instalment provisions of any Payment in Lieu, to the Employee. This Payment in Lieu will be this clause 19 equal to the your basic salary (as at the date of terminationtermination date) which the Employee you would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 20 below (or, or if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. national insurance contributions ("Payment in Lieu"). 19.2 For the avoidance of doubt, the any Payment in Lieu shall not include any element payment in relation torespect of: (a) any bonus or commission payments that might otherwise have been due paid to you during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; andor (c) any payment in respect of any holiday entitlement that would have accrued to you during the period for which the Payment in Lieu is made. 13.2 The Company 19.3 We may pay any sums due under clause 13.1 Payment in Lieu in equal monthly instalments until the date on which the your notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged You undertake to seek and take up, as soon as reasonably practicable, any opportunity to earn alternative income during this period and to notify the Company us of any income so receivedyou receive or are entitled to receive. The instalment payments shall Any outstanding instalments will then be reduced (including to zero) by the amount of such income. You agree that no further payments will become payable to you under this clause 19 with effect from the first day of taking up that opportunity. 13.3 The Employee 19.4 You shall have no right to receive a Payment in Lieu unless the Company has we have exercised its our discretion in clause 13.119.1. Nothing in this clause 13 19 shall prevent the Company us from terminating the Appointment for breachyour Employment summarily in accordance with clause 20 below. 13.4 Notwithstanding clause 13.1 the Employee shall not be entitled 19.5 If having elected to any make a Payment in Lieu if but either before or after the Company would otherwise payment (or any instalment of it) is made, it comes to our attention that we may have been entitled to terminate the Appointment without notice in accordance with your employment summarily for a reason within clause 14. In that case the Company shall also be entitled 20 or otherwise, you will have no entitlement to recover from the Employee any Payment in Lieu (or instalments thereofany outstanding instalment of it) and we reserve the right to demand the immediate repayment of any sum which has already madebeen paid.

Payment in lieu of notice. 13.1 14.1 Notwithstanding clause 2.1, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 14 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 14.2 The Company may pay any sums due under clause 13.1 14.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income... 13.3 14.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.114.1. Nothing in this clause 13 shall prevent the Company from terminating the Appointment for breach. 13.4 14.4 Notwithstanding clause 13.1 14.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1415. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the 21.1 The Company may, may in its sole and absolute discretion, terminate the Appointment Employment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 and that it will make within 28 days pay you a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be sum equal to the basic salary (as at the date of termination) which the Employee you would have been entitled to receive under this agreement received during the your notice period referred pursuant to in clause 2.1 3.2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the contributions ("Payment in Lieu").The Payment in Lieu shall not include any element payment in relation torespect of: (a) any bonus or commission payments that might otherwise have been due paid to you during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; andor (c) any payment in respect of any holiday entitlement that would have accrued to you during the period for which the Payment in Lieu is made. 13.2 The 21.2 Subject to clause 21.3, the Company may pay will make any sums due under payment pursuant to clause 13.1 21.1, at its absolute discretion, either within 14 days of the termination of your employment or in equal monthly instalments in arrears until the date on which the period of notice period referred to in clause 2.1 21.1 would have expired if notice had been given. The Employee shall be obliged expired. 21.3 If the Company chooses to make the Payment in Lieu in instalments, you undertake to seek and take up, as soon as reasonably practicable, any opportunity to earn alternative income during this (whether in the form of cash or benefits in kind) over the period in which the instalments are to be made. You undertake to inform the Company in writing as soon as you receive an offer of any such opportunity and to notify disclose to the Company the gross amount of any income so receivedsuch income. The You agree that the instalment payments shall then will be reduced (including to zero) by the amount of such incomeincome you earn and/or are entitled to earn over the period in which such instalments are to be made. You agree that no further payments will become payable to you under this clause 21 with effect from the first day of taking up such opportunity. 13.3 The Employee 21.4 You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.121.1. Nothing in this clause 13 21 shall prevent the Company from terminating the Appointment for your Employment in breach. 13.4 Notwithstanding clause 13.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 17.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 17.1 and that it will make within 28 days a payment in lieu of notice (the “Payment in Lieu), or the first instalment of any Payment in Lieu, ”) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of terminationTermination Date) which the Employee would have been entitled to receive under this agreement Agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) ), less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any ECIP, bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 17.2 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.117.1. Nothing in this clause 13 17 shall prevent the Company from terminating the Appointment for in breach. 13.4 17.3 Notwithstanding clause 13.1 17.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1418.1(a) to (l). In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 1. Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 17.1 and that it will make within 28 days a payment in lieu of notice (the "Payment in Lieu), or the first instalment of any Payment in Lieu, ") to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of terminationTermination Date) which the Employee would have been entitled to receive under this agreement Agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) ), less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any ECIP, bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given2. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.117.1. Nothing in this clause 13 17 shall prevent the Company from terminating the Appointment for in breach. 13.4 3. Notwithstanding clause 13.1 17.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1418.1(a) to (l). In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 21.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 21 and that it will make within 28 days the first instalment of a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, lieu) to the Employee. This Payment in Lieu lieu will be equal to the basic salary and contractual benefits detailed herein (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu lieu is made; and c(b) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu lieu is made. 13.2 21.2 The Company may pay any sums due under clause 13.1 21.1 in equal monthly instalments until the date on end of the period for which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 21.3 The Employee shall have no right to receive a Payment in Lieu lieu unless the Company has exercised its discretion in clause 13.121.1. Nothing in this clause 13 21 shall prevent the Company from terminating the Appointment for in breach. 13.4 21.4 Notwithstanding clause 13.1 21.1 the Employee shall not be entitled to any Payment in Lieu lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1421. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 15.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 15 and that it will make within 28 days a payment in lieu of notice ("Payment in Lieu), or the first instalment of any Payment in Lieu, lieu") to the Employee. This Payment in Lieu lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance other statutory contributions. For the avoidance of doubt, the Payment in Lieu lieu shall not include any element in relation to: a) 15.1.1 any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu lieu is made; b) 15.1.2 any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu lieu is made; and c) 15.1.3 any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu lieu is made. 13.2 The Company may pay any sums due under clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 15.2 The Employee shall have no right to receive a Payment in Lieu lieu unless the Company has exercised its discretion in clause 13.115.1. Nothing in this clause 13 15 shall prevent the Company from terminating the Appointment for in breach. 13.4 15.3 Notwithstanding clause 13.1 15.1 the Employee shall not be entitled to any Payment in Lieu lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1416. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) lieu already made.

Payment in lieu of notice. 13.1 ‌ 16.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 16 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to:to:‌ (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 16.2 The Company may pay any sums due under clause 13.1 16.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 16.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.116. Nothing in this clause 13 16 shall prevent the Company from terminating the Appointment for in breach. 13.4 16.4 Notwithstanding clause 13.1 16.1, the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1417. In that case case, the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 13.1. Notwithstanding clause 2.1Clause 2, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause Clause 13 and that it will make within 28 days a payment in lieu of notice (“Payment in Lieu”), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 Clause 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 13.2. The Company may pay any sums due under clause Clause 13.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 Clause 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 13.3. The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause Clause 13.1. Nothing in this clause Clause 13 shall prevent the Company from terminating the Appointment for in breach. 13.4 13.4. Notwithstanding clause Clause 13.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 14Clause 13. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 16.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 16.1 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 16.2 The Company may pay any sums due under clause 13.1 16.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 16.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.116.1. Nothing in this clause 13 16 shall prevent the Company from terminating the Appointment for in breach. 13.4 16.4 Notwithstanding clause 13.1 16.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1417. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1the other provisions in this Section 4, the Company may, in its sole and absolute discretion, terminate the Appointment Employment Period at any time and with immediate effect by notifying the Employee Executive that the Company it is exercising its right under this clause 13 section and that it will make make, within 28 days days, a payment in lieu of notice (the “Payment in Lieu), or the first instalment of any Payment in Lieu, ”) to the EmployeeExecutive. This The Payment in Lieu will be equal to the basic salary Executive’s Base Salary (as at the date of terminationTermination Date) which the Employee he would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 Section 2.2 (or, if notice Notice of Termination has already been given, during the remainder of the notice period) ), less the usual income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee Executive would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 . The Company may choose to pay any sums due under clause 13.1 this Section 4.5 in equal monthly instalments installments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee Executive shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.1. Nothing relation to this Section and nothing in this clause 13 Section shall prevent the Company from terminating the Appointment for Executive’s employment in breach. 13.4 . Notwithstanding clause 13.1 the Employee this Section Executive shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment Employment Period without notice in accordance with clause 14on the basis of a For Cause termination. In that case the Company shall also be entitled to recover from the Employee Executive any Payment in Lieu (or instalments thereofany installments) already made.

Payment in lieu of notice. 13.1 Notwithstanding clause 2.1, the 21.1 The Company may, in its sole and absolute discretion, terminate the Appointment Employee’s employment under this Agreement at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 21.1 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, "P▇▇▇▇") to the Employee. This Payment The Employee’s employment will terminate immediately and any P▇▇▇▇ due to the Employee in Lieu accordance with the provisions of this clause 21.1 will subsequently be paid. The P▇▇▇▇ will be equal to the basic salary (as at the date of terminationTermination Date) which the Employee would have been entitled to receive under this agreement Agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributionsdeductions required by law or such other payment instead including but not limited to sick pay as would have been payable instead of basic salary during such notice period or part thereof. For the avoidance of doubt, doubt the Payment in Lieu P▇▇▇▇ shall not include any element in relation to: a) 21.1.1 any bonus or commission payments payments, or payments, rights or benefits under any share option or long term incentive plan or salary sacrifice scheme that might otherwise have been due had the Employee worked for the Company during the notice period for which the Payment in Lieu is made; b) 21.1.2 any payment in respect of benefits which the Employee would have been entitled to receive had they worked for the Company during the notice period for which the Payment in Lieu is made; and c) 21.1.3 any payment in respect of any holiday entitlement Holiday Entitlement that would have accrued had the Employee worked for the Company during the notice period for which the Payment in Lieu is made. To avoid doubt, subject always to the Employee’s compliance with Clause 25 below and the execution of a settlement agreement pursuant to Clause 28, it is anticipated that the Company will exercise its right under this Clause 21.1 once a successor Chief Financial Officer (whether permanent or interim) approved by the Board commences employment with the Company. 13.2 21.2 The Company may pay any sums due under clause 13.1 21.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 21.3 The Employee shall have no right to receive a Payment in Lieu P▇▇▇▇ unless the Company has exercised its discretion in clause 13.121.1. Nothing in this clause 13 21 shall prevent the Company from terminating the Appointment for Employee’s employment under this Agreement in breach. 13.4 21.4 Notwithstanding clause 13.1 21.1, the Employee shall not be entitled to any Payment in Lieu P▇▇▇▇ if the Company would otherwise have been entitled to terminate the Appointment Employee’s employment under this Agreement without notice in accordance with clause 1422. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) P▇▇▇▇ already made. 21.5 On termination of the employment howsoever arising the Employee shall not have any claim for breach of contract in respect of the loss of any rights or benefits under any share option, bonus, long-term incentive plan or other profit sharing scheme operated by the Company or by any Group Company in which the Employee may participate which would otherwise have accrued during the period of notice to which the Employee is entitled under clause 2 of the Agreement.

Payment in lieu of notice. 13.1 16.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 16.1 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 16.2 The Company may pay any sums due under clause 13.1 16.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 16.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.116.1. Nothing in this clause 13 16 shall prevent the Company from terminating the Appointment for in breach. 13.4 16.4 Notwithstanding clause 13.1 16.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1417. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made. 16.5 Notwithstanding the other provisions of this clause 16 (PAYMENT IN LIEU OF NOTICE), in the event that the Company has exercised its discretion in clause 16.1 or all of the Employee’s roles with the Company and any other Group Undertakings have been terminated on the basis that they are effectively redundant, the Employee shall further be entitled to a redundancy payment of no less than the equivalent of three months’ basic salary (as at the date of termination) for each year or part thereof comprising the duration of the Appointment, subject to a maximum payment equivalent to 12 months’ basic salary (as at the date of termination).

Payment in lieu of notice. 13.1 18.1 Notwithstanding clause 2.12, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 18.1 and that it will make within 28 days a payment in lieu of notice (Payment in Lieu), or the first instalment of any Payment in Lieu, ) to the Employee. This Payment in Lieu will be equal to the basic salary (as at the date of termination) which the Employee would have been entitled to receive under this agreement during the notice period referred to in at clause 2.1 2 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 18.2 The Company may pay any sums due under clause 13.1 18.1 in equal monthly instalments until the date on which the notice period referred to in at clause 2.1 2 would have expired if notice had been given. The Employee shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 18.3 The Employee shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.118.1. Nothing in this clause 13 18 shall prevent the Company from terminating the Appointment for in breach. 13.4 18.4 Notwithstanding clause 13.1 18.1 the Employee shall not be entitled to any Payment in Lieu if the Company would otherwise have been entitled to terminate the Appointment without notice in accordance with clause 1419. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.

Payment in lieu of notice. 13.1 11.1 Notwithstanding clause 2.110, the Company may, in its sole and absolute discretion, terminate the Appointment at any time and with immediate effect by notifying the Employee that the Company is exercising its right under this clause 13 and that it will make within 28 days paying a payment sum in lieu of notice (“Payment in Lieu), or the first instalment of any Payment in Lieu, to the Employee. This Payment in Lieu will be ”) equal to the basic salary (as at the date of termination) which the Employee you would have been entitled to receive under this agreement during the notice period referred to in clause 2.1 (or, if notice has already been given, during the remainder of the notice period) less income tax and National Insurance contributions. For the avoidance of doubt, the Payment in Lieu shall not include any element in relation to: (a) any bonus or commission payments that might otherwise have been due during the period for which the Payment in Lieu is made; (b) any payment in respect of benefits which the Employee you would have been entitled to receive during the period for which the Payment in Lieu is made; and (c) any payment in respect of any holiday entitlement that would have accrued during the period for which the Payment in Lieu is made. 13.2 11.2 The Company may pay any sums due under clause 13.1 11.1 in equal monthly instalments until the date on which the notice period referred to in clause 2.1 would have expired if notice had been given. The Employee You shall be obliged to seek alternative income during this period and to notify the Company of any income so received. The instalment payments shall then be reduced by the amount of such income. 13.3 The Employee 11.3 You shall have no right to receive a Payment in Lieu unless the Company has exercised its discretion in clause 13.111.1. Nothing in this clause 13 11 shall prevent the Company from terminating the Appointment for this agreement in breach. 13.4 Notwithstanding clause 13.1 11.4 You agree that the Employee Company shall not be entitled liable to make a Payment in Lieu, and you agree to repay to the Company on demand any Payment in Lieu which you have received, if the Company discovers, following the exercise of its rights under this clause 11, that you have acted in a manner that would otherwise have been entitled the Company to terminate the Appointment without notice in accordance with your employment pursuant to clause 14. In that case the Company shall also be entitled to recover from the Employee any Payment in Lieu (or instalments thereof) already made.10.2