Common use of TERMINATION BY EVENTS OF DEFAULT Clause in Contracts

TERMINATION BY EVENTS OF DEFAULT. 12.1 The Company may terminate the Appointment by notice but with immediate effect if the Executive: (a) is guilty of gross misconduct or commits any serious or (after warning) repeated or continued material breach of his obligations to the Company (other than by reason of absence due to illness or injury); (b) becomes bankrupt or makes any arrangement or composition with or for the benefit of his creditors; (c) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) or any offence under any regulation or legislation relating to insider dealing; (d) is disqualified from holding any office which he is required to hold in any Group Company or resigns from such office without the prior written approval of the Company; (e) becomes of unsound mind or a patient under any statute relating to mental health; (f) becomes addicted to alcohol or drugs to an extent which in the reasonable opinion of the Board is likely to affect the proper performance of his duties hereunder; (g) does anything (in the course of his duties or otherwise) which in the reasonable opinion of the Board does actually or might reasonably be expected to bring himself or any Group Company into disrepute or prejudice the interests of any Group Company; (h) acts in a way which is in the reasonable opinion of the Board materially adverse to the interests of any Group Company; (i) is prevented by illness, injury or other incapacity from fully performing his obligations to the Company for an aggregate of 180 days in any period of 12 months provided that the Company shall not terminate the Appointment under this clause 12.1(i) solely on grounds of the Executive’s illness, injury or incapacity where to do so would cause the Executive to forfeit existing or prospective benefits under clause 6.6; or (j) is guilty of a serious breach of the rules and regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors of listed companies), the Financial Services Authority or any regulatory authority relevant to the business of any Group Company or any compliance manual or code of practice issued by the Company (as amended from time to time). 12.2 Any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof.

TERMINATION BY EVENTS OF DEFAULT. 12.1 19.1 The Company may terminate the Appointment by notice but with immediate effect if the Executive: (a) is guilty (as determined in the reasonable opinion of the Company) of any gross misconduct or commits any serious or (after warning) repeated or continued material breach of his obligations obligations, including fiduciary or statutory duties, to the Company (other than by reason of absence due to illness or injury); (b) becomes bankrupt or makes any arrangement or composition with or for the benefit of his creditors; (c) is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) or any offence under any regulation or legislation relating to insider dealing; (d) is disqualified from holding any office which he is required to hold holds in any Group Company or resigns from such office without the prior written approval of the CompanyBoard; (e) becomes of unsound mind or a patient under any statute relating to mental health; (f) becomes addicted to alcohol or drugs to an extent which is in the reasonable opinion of the Board is likely to affect Board, negligent or incompetent in the proper performance of his duties hereunderduties; (g) does anything (in the course of his duties or otherwise) which (in the reasonable opinion of the Board Board) does actually or might reasonably be expected to bring himself or any Group Company into disrepute or prejudice the interests of any Group Companydisrepute; (h) acts in a way which is in the reasonable opinion of the Board materially adverse to the interests of any Group the Company; (i) is prevented by illness, injury or other incapacity from fully performing his obligations to the Company for an aggregate of 180 90 working days in any period of 12 months provided save that the Company shall not terminate the Appointment under this clause 12.1(i) solely on grounds the ground of the ExecutiveEmployee’s illness, injury Incapacity where the Employee’s entitlement to benefit from sick pay or incapacity where to do so permanent health insurance would cause the Executive to forfeit existing or prospective benefits under clause 6.6; orbe forfeited; (j) is guilty of a serious or material breach of the any Regulatory Requirement or laws, rules and regulations as amended from time to time of the UK Listing Authority (including the Model Code for transactions in securities by directors of listed companies)Financial Services Authority, the Financial Services Authority Securities and Exchange Commission or any other regulatory authority relevant to the business of the Company or any Group Company with which the Executive is concerned or any compliance manual or policy of any Group Company; or (k) engages in a serious or material breach of any rules issued by the Company or any Group Company or any compliance manual or code third party to which the Executive is seconded relating to the use of practice issued by trade secrets, confidential information, information technology, computer systems, e-mail and the Company (as amended from time to time)Internet. 12.2 19.2 Any delay by the Company in exercising such right to terminate shall not constitute a waiver thereof.