Common use of Termination without Notice Clause in Contracts

Termination without Notice. 26.1 The Company may also terminate the Employment with immediate effect without notice and with no liability to make any further payment to the Executive (other than in respect of amounts accrued due at the date of termination) if the Executive: 26.1.1 is in material breach of his obligations under clause 5 or 6 (save that the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s satisfaction (the “Cure Period”)); 26.1.2 is guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company; 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s interests; 26.1.5 commits any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s Code of Conduct), or refuses or neglects to comply with any of the Board’s or ListCo Board’s reasonable and lawful directions (subject to the Cure Period); 26.1.6 is, in the reasonable opinion of the Board or the ListCo Board, negligent and incompetent in the performance of his duties (subject to the Cure Period); 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court ▇▇▇ ▇▇▇▇; 26.1.10 is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony (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; 26.1.11 ceases to be eligible to work in the United Kingdom; 26.1.12 gives any warranty given to the Company or any Group Company that is untrue or fails to satisfy any condition of the Employment (subject to the Cure Period); or 26.1.13 is guilty of a serious breach of any rules issued by the Company, ListCo or any Group Company from time to time regarding its electronic communications systems or violates any material Group policy applicable to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject to the Cure Period). 26.2 The Company’s rights under clause 26.1 are without prejudice to any other rights that it might have at law to terminate the Employment or to accept any breach of this agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

Termination without Notice. 26.1 22.1 The Company may also terminate the Employment Employee’s employment under this Agreement with immediate effect without notice or P▇▇▇▇ and with no liability to make any further payment to the Executive Employee (other than in respect of amounts such salary as shall have accrued due at the date Termination Date and payment in respect of terminationaccrued but untaken holiday entitlement) if in the Executivereasonable opinion of the Board the Employee: 26.1.1 is in material breach of his obligations under clause 5 or 6 (save that the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s satisfaction (the “Cure Period”)); 26.1.2 22.1.1 is guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company;misconduct; or 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s interests; 26.1.5 22.1.2 commits any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s Code of Conduct), Agreement or refuses or neglects to comply with any of the Board’s or ListCo Board’s reasonable and lawful directions (subject to the Cure Period); 26.1.6 is, in the reasonable opinion of the Board Company; or 22.1.3 is grossly negligent or the ListCo Board, negligent and grossly incompetent in the performance of his duties (subject to the Cure Period);their duties; or 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 22.1.4 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration receiving order made against him under the County Court ▇▇▇ ▇▇▇▇;them or makes any general composition with their creditors or takes advantage of any statute affording relief for insolvent debtors; or 26.1.10 22.1.5 is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony 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 22.1.6 is disqualified from acting as a director or resigns as a director from the Company or any offence under Group Company without the prior written approval of the Board; or 22.1.7 commits any regulation material breach of the Company’s policies or legislation relating to insider dealing;procedures; or 26.1.11 ceases to be 22.1.8 is no longer eligible to work in the United Kingdom;; or 26.1.12 gives 22.1.9 is guilty of any warranty given fraud or dishonesty or acts in any manner which brings or is likely to bring the Employee or any Group Company into disrepute or is materially adverse to the interests of any Group Company; or 22.1.10 commits a breach of any legislation in force which may affect or relate to the business of the Company or any Group Company that is untrue or fails to satisfy any condition of the Employment (subject to the Cure Period)Company; or 26.1.13 22.1.11 is guilty of a serious breach of any professional conduct rules issued by applicable to the CompanyEmployee, ListCo the rules of any regulatory authorities relevant to the Company or any Group Company or any code of practice or policy issued by the Company (as amended from time to time regarding its electronic communications systems time); or 22.1.12 refuses or violates fails to agree to accept employment on the terms and in the circumstances specified in clause 28.1; or 22.1.13 is in material breach of the articles of association of the Company and/or any material Group policy applicable shareholders’ or investment agreement in place in relation to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject Company from time to the Cure Period)time. 26.2 22.2 The Company’s rights of the Company under clause 26.1 22.1 are without prejudice to any other rights that it might have at law to terminate the Employment Employee’s employment or to accept any breach of this agreement Agreement by the Executive Employee as having brought the agreement Agreement to an end. Any delay by the Company in exercising its it rights to terminate shall not constitute a waiver thereof. 22.3 The Company may suspend the Employee from any or all of the Employee’s duties during any period in which the Company is investigating any disciplinary matter involving the Employee or while any disciplinary procedure or regulatory investigation is outstanding. Any such suspension shall not constitute disciplinary action. During any period of suspension, the Company may impose the same conditions that apply to Garden Leave.

Termination without Notice. 26.1 The Company We may also terminate the Employment Appointment with immediate effect without notice and with no liability to make any further payment to the Executive you (other than in respect of amounts accrued due at the date of termination) if you: [are disqualified from acting as a director or resign as a director from [the Executive: 26.1.1 is in material Company OR any Group Company] without the prior written approval of the Board;] [are guilty of a [serious] breach of his the requirements, rules or regulations as amended from time to time of the [UK Listing Authority], [the London Stock Exchange plc], the FCA, [the Market Abuse Regulation (596/2014/EU) and any directly applicable regulation made under that Regulation] or any regulatory authorities relevant to [us OR any Group Company] or any code of practice, policy or procedures manual issued by us (as amended from time to time) relating to dealing in the securities of [the Company OR any Group Company], [including the Dealing Code];] [fail or cease to meet the requirements of any regulatory body whose consent is required to enable you to undertake all or any of your duties under the Appointment or are guilty of a serious breach of the rules and regulations of such regulatory body or of [our OR any Group Company’s] compliance manual;] are in breach of our anti-corruption and bribery policy and related procedures; are in breach of your obligations under clause 5 5.3 [or 6 (save that the Company shall where reasonably possible provide the Executive with written notice our anti-facilitation of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s satisfaction (the “Cure Period”)); 26.1.2 is tax evasion policy and related procedures]; are guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting [our business OR the business of any Group Company; 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s interests; 26.1.5 commits ]; commit any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company agreement or Group rules, policies refuse or procedures (including the Company’s Code of Conduct), or refuses or neglects neglect to comply with any of [our OR the Board’s or ListCo Board’s ’s] reasonable and lawful directions (subject to the Cure Period); 26.1.6 isdirections; are, in the reasonable opinion of the Board or the ListCo Board, negligent and incompetent in the performance of his duties (subject to the Cure Period); 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 is your duties; are declared bankrupt or makes make any arrangement with or for the benefit of his your creditors or has have a county court administration order made against him you under the County Court ▇▇▇ ▇▇▇▇; 26.1.10 is ; are convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony offence (other than an offence under any road traffic legislation in the United Kingdom UK or elsewhere for which a fine or non-custodial penalty is imposed) [or any offence under any regulation or legislation relating to insider dealing]; [cease to hold [PROFESSIONAL QUALIFICATION]; 26.1.11 ceases ] [are, in the opinion of a medical practitioner [who is treating you] physically or mentally incapable of performing your duties and may remain so for more than three months and the medical practitioner has given a medical opinion to the Board to that effect;] cease to be eligible to work in the United Kingdom; 26.1.12 gives UK; are guilty of any warranty given fraud or dishonesty or act in any manner which in [our OR the Board’s] opinion brings or is likely to the Company bring you or [us OR any Group Company that Company] into disrepute or is untrue or fails materially adverse to satisfy [our OR any condition of the Employment (subject to the Cure Period)Group Company’s] interests; or 26.1.13 is are guilty of a serious breach of any rules issued by the Company, ListCo or any Group Company us from time to time regarding its our electronic communications systems systems; or violates are unable by reason of Incapacity to perform your duties under this agreement for an aggregate period of [NUMBER TO BE THE SAME AS IN clause 20.3] weeks in any material Group policy applicable to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject to the Cure Period). 26.2 The Company’s [52]-week period. Our rights under clause 26.1 28.1 are without prejudice to any other rights that it we might have at law to terminate the Employment Appointment or to accept any breach of this agreement by the Executive you as having brought the agreement to an end. Any delay by the Company us in exercising its our rights to terminate shall not constitute a waiver thereofof these rights.

Termination without Notice. 26.1 21.1 The Company may also terminate the Employment Appointment with immediate effect without notice and with no liability to make any further payment to the Executive Employee (other than in respect of amounts accrued due at the date of termination) if the ExecutiveEmployee: 26.1.1 (a) is in material disqualified from acting as a director or resigns as a director from the Company without the prior written approval of the Board; (b) is guilty of a serious breach of his obligations under clause 5 the rules or 6 (save that regulations as amended from time to time of any regulatory authorities relevant to the Company shall where reasonably possible provide the Executive with written notice or any code of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as practice issued by the Company shall agree, (as amended from time to cure such breach to the Company’s satisfaction (the “Cure Period”)time); 26.1.2 (c) fails or ceases to meet the requirements of any regulatory body whose consent is required to enable him to undertake all or any of his duties under the Appointment or is guilty of a serious breach of the rules and regulations of such regulatory body or of any compliance manual of the Company; (d) is guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group the Company; 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Groupe) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s interests; 26.1.5 commits any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s Code of Conduct), agreement or refuses or neglects to comply with any of the Board’s or ListCo Board’s reasonable and lawful directions (subject to of the Cure Period)Board; 26.1.6 (f) is, in the reasonable opinion of the Board or the ListCo Board, negligent and incompetent in the performance of his duties (subject to the Cure Period)duties; 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 (g) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court ▇▇▇ ▇▇▇▇; 26.1.10 (h) is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony 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; 26.1.11 (i) ceases to hold the relevant professional qualification; (j) becomes of unsound mind (which includes lacking capacity under the Mental Capacity Act 2005), or a patient under any statute relating to mental health; (k) ceases to be eligible to work in the United Kingdom; 26.1.12 gives (l) is guilty of any warranty given fraud or dishonesty or acts in any manner which in the opinion of the Board brings or is likely to bring the Employee or the Company into disrepute or is materially adverse to the Company or any Group Company that is untrue or fails to satisfy any condition interests of the Employment Company; (subject to the Cure Period); or 26.1.13 m) is guilty of a serious breach of any rules issued by the Company, ListCo or any Group Company from time to time regarding its electronic communications systems or violates systems; or (n) is unable by reason of Incapacity to perform his duties under this agreement for an aggregate period of 2 weeks in any material Group policy applicable to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject to the Cure Period)52-week period. 26.2 21.2 The Company’s rights of the Company under clause 26.1 21 are without prejudice to any other rights that it might have at law to terminate the Employment Appointment or to accept any breach of this agreement by the Executive Employee as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

Termination without Notice. 26.1 25.1 The Company may also terminate the Employment with immediate effect without notice and with no liability to make any further payment to the Executive (other than in respect of amounts accrued due at the date of termination) if the Executive: 26.1.1 25.1.1 is in material breach of his obligations under clause 4 or 5 or 6 (save that the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s 's satisfaction (the “"Cure Period”")); 26.1.2 25.1.2 is guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company; 26.1.3 25.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 25.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s 's or ListCo Board’s 's opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s 's interests; 26.1.5 25.1.5 commits any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s 's Code of Conduct), or refuses or neglects to comply with any of the Board’s 's or ListCo Board’s 's reasonable and lawful directions (subject to the Cure Period); 26.1.6 25.1.6 is, in the reasonable opinion of the Board or the ListCo Board, negligent and incompetent in the performance of his duties (subject to the Cure Period); 26.1.7 25.1.7 is disqualified from acting as a company director; 26.1.8 25.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s 's compliance manual;; IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" Error! Unknown document property name." "" Error! Unknown document property name. 26.1.9 25.1.9 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court ▇▇▇ ▇▇▇▇Act 1984; 26.1.10 25.1.10 is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony (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; 26.1.11 25.1.11 ceases to be eligible to work in the United Kingdom; 26.1.12 25.1.12 gives any warranty given to the Company or any Group Company that is untrue or fails to satisfy any condition of the Employment (subject to the Cure Period); or 26.1.13 25.1.13 is guilty of a serious breach of any rules issued by the Company, ListCo or any Group Company from time to time regarding its electronic communications systems or violates any material Group policy applicable to the Executive, such as the ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject to the Cure Period). 26.2 25.2 The Company’s 's rights under clause 26.1 25.1 are without prejudice to any other rights that it might have at law to terminate the Employment or to accept any breach of this agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

Termination without Notice. 26.1 25.1 The Company may also terminate the Employment with immediate effect without notice and with no liability to make any further payment to the Executive (other than in respect of amounts accrued due at the date of termination) if the Executive: 26.1.1 25.1.1 is in material breach of his obligations under clause 4 or 5 or 6 (save that the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s 's satisfaction (the “"Cure Period”")); 26.1.2 25.1.2 is guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company; 26.1.3 25.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 25.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s 's or ListCo Board’s 's opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s 's interests; 26.1.5 25.1.5 commits any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s 's Code of Conduct), or refuses or neglects to comply with any of the Board’s 's or ListCo Board’s 's reasonable and lawful directions (subject to the Cure Period); 26.1.6 25.1.6 is, in the reasonable opinion of the Board or the ListCo Board, negligent and incompetent in the performance of his duties (subject to the Cure Period); 26.1.7 25.1.7 is disqualified from acting as a company director; 26.1.8 25.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s 's compliance manual; 26.1.9 25.1.9 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court ▇▇▇ ▇▇▇▇Act 1984; 26.1.10 25.1.10 is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony (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; 26.1.11 25.1.11 ceases to be eligible to work in the United KingdomKingdom and/or such other territory as is reasonably required by the Company from time to time; 26.1.12 25.1.12 gives any warranty given to the Company or any Group Company that is untrue or fails to satisfy any condition of the Employment (subject to the Cure Period); or 26.1.13 25.1.13 is guilty of a serious breach of any rules issued by the Company, ListCo or any Group Company from time to time regarding its electronic communications systems or violates any material Group policy applicable to the Executive, such as the ▇I▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject to the Cure Period). 26.2 25.2 The Company’s 's rights under clause 26.1 25.1 are without prejudice to any other rights that it might have at law to terminate the Employment or to accept any breach of this agreement by the Executive as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

Termination without Notice. 26.1 18.1 The Company may also terminate the Employment Appointment with immediate effect without notice and with no liability to make any further payment to the Executive (other than in respect of amounts accrued due at the date of termination) if the Executive: 26.1.1 is in material breach of his obligations under clause 5 or 6 (save that the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s satisfaction (the “Cure Period”)); 26.1.2 18.1.1 is guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company; 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s interests; 26.1.5 18.1.2 commits any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s Code of Conduct), agreement or refuses or neglects to comply with any of the Board’s or ListCo Board’s reasonable and lawful directions (subject to of the Cure Period)Company; 26.1.6 18.1.3 is, in the reasonable opinion of the Board or the ListCo BoardCompany, negligent and and/or incompetent in the performance of his duties (subject to the Cure Period)duties; 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 18.1.4 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court ▇▇▇ ▇▇▇▇Act 1984; 26.1.10 18.1.5 is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony 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); 26.1.11 ceases to be eligible to work 18.1.6 is, in the United Kingdom; 26.1.12 gives any warranty opinion of a medical practitioner physically or mentally incapable of performing their duties and may remain so for more than three months and the medical practitioner has given a medical opinion to the Company to that effect; 18.1.7 is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to the interests of any Group Company; 18.1.8 is unable by reason of Incapacity to perform his duties under this agreement for an aggregate period of 6 months in any 52-week period. 18.2 The parties agree that is untrue the Parent Company shall have the right to terminate the Appointment pursuant to clause 18.1 above as if it was the Company and regardless of any decision taken by the Company as to whether it wishes, or fails intends, to satisfy any condition terminate the Appointment pursuant to clause 18.1 above. 18.3 The rights of the Employment (subject to Company and the Cure Period); or 26.1.13 is guilty of a serious breach of any rules issued by the Company, ListCo or any Group Parent Company from time to time regarding its electronic communications systems or violates any material Group policy applicable to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject to the Cure Period). 26.2 The Company’s rights under clause 26.1 18.1 are without prejudice to any other rights that it they might have at law to terminate the Employment Appointment or to accept any breach of this agreement by the Executive as having brought the agreement to an end. Any delay by the Company and/or the Parent Company in exercising its rights to terminate shall not constitute a waiver thereof.

Termination without Notice. 26.1 The Company 19.1 We may also terminate the Employment Appointment with immediate effect without notice and with no liability to make any further payment to the Executive you (other than in respect of amounts accrued due at the date of termination) if the Executiveyou: 26.1.1 is 19.1.1 are in material breach of his your obligations under clause 5 or 6 (save that the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s satisfaction (the “Cure Period”))4.3; 26.1.2 is 19.1.2 are in breach of your obligations under clause 4.4; 19.1.3 are guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company; 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s interests; 26.1.5 commits 19.1.4 commit any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company agreement or Group rules, policies refuse or procedures (including the Company’s Code of Conduct), or refuses or neglects neglect to comply with any of the Board’s or ListCo Board’s reasonable and lawful directions (subject directions, including but not limited to any reasonable and lawful direction to return to the Cure Period)UK and your normal place of work and any repeated or serious failure to comply with any reasonable instructions or measures that we implement in response to an emergency or other critical situation; 26.1.6 is19.1.5 are, in the reasonable opinion of the Board or the ListCo Board, negligent and incompetent in the performance of his duties (subject to the Cure Period)your duties; 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 is 19.1.6 are declared bankrupt or makes make any arrangement with or for the benefit of his your creditors or has have a county court administration order made against him you under the County Court ▇▇▇ ▇▇▇▇Act 1984; 26.1.10 is 19.1.7 are convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony offence (other than an offence under any road traffic legislation in the United Kingdom UK or elsewhere for which a fine or non-custodial penalty is imposed) or any offence under any regulation or legislation relating to insider dealing; 26.1.11 ceases 19.1.8 are, in the opinion of a medical practitioner who is treating you physically or mentally incapable of performing your duties and may remain so for more than three months and the medical practitioner has given a medical opinion to the Board to that effect; 19.1.9 cease to be eligible to work in the United KingdomUK; 26.1.12 gives 19.1.10 are guilty of any warranty given fraud or dishonesty or act in any manner which in the Board’s opinion brings or is likely to the Company bring you or any Group Company that into disrepute or is untrue or fails materially adverse to satisfy any condition of the Employment (subject to the Cure Period); orGroup Company’s interests; 26.1.13 is 19.1.11 are guilty of a serious breach of any rules issued by the Company, ListCo or any Group Company us from time to time regarding its our electronic communications systems or violates systems; or 19.1.12 are unable by reason of Incapacity to perform your duties under this agreement for an aggregate period of 26 weeks in any material Group policy applicable to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject to the Cure Period)52-week period. 26.2 The Company’s 19.2 Our rights under clause 26.1 19.1 are without prejudice to any other rights that it we might have at law to terminate the Employment Appointment or to accept any breach of this agreement by the Executive you as having brought the agreement to an end. Any delay by the Company us in exercising its our rights to terminate shall not constitute a waiver thereofof these rights.

Termination without Notice. 26.1 22.1 The Company may also terminate the Employment Employee’s employment under this Agreement with immediate effect without notice or ▇▇▇▇▇ and with no liability to make any further payment to the Executive Employee (other than in respect of amounts such salary as shall have accrued due at the date Termination Date and payment in respect of terminationaccrued but untaken holiday entitlement) if in the Executivereasonable opinion of the Board the Employee: 26.1.1 is in material breach of his obligations under clause 5 or 6 (save that the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, to cure such breach to the Company’s satisfaction (the “Cure Period”)); 26.1.2 22.1.1 is guilty of any gross negligence or wilful misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company;misconduct; or 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse to any Group Company’s interests; 26.1.5 22.1.2 commits any serious or repeated breach or non-observance of any of the provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s Code of Conduct), Agreement or refuses or neglects to comply with any of the Board’s or ListCo Board’s reasonable and lawful directions (subject to the Cure Period); 26.1.6 is, in the reasonable opinion of the Board Company; or 22.1.3 is grossly negligent or the ListCo Board, negligent and grossly incompetent in the performance of his duties (subject to the Cure Period);their duties; or 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 22.1.4 is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration receiving order made against him under the County Court ▇▇▇ ▇▇▇▇;them or makes any general composition with their creditors or takes advantage of any statute affording relief for insolvent debtors; or 26.1.10 22.1.5 is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony 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 22.1.6 is disqualified from acting as a director or resigns as a director from the Company or any offence under Group Company without the prior written approval of the Board; or 22.1.7 commits any regulation material breach of the Company’s policies or legislation relating to insider dealing;procedures; or 26.1.11 ceases to be 22.1.8 is no longer eligible to work in the United Kingdom;; or 26.1.12 gives 22.1.9 is guilty of any warranty given fraud or dishonesty or acts in any manner which brings or is likely to bring the Employee or any Group Company into disrepute or is materially adverse to the interests of any Group Company; or 22.1.10 commits a breach of any legislation in force which may affect or relate to the business of the Company or any Group Company that is untrue or fails to satisfy any condition of the Employment (subject to the Cure Period)Company; or 26.1.13 22.1.11 is guilty of a serious breach of any professional conduct rules issued by applicable to the CompanyEmployee, ListCo the rules of any regulatory authorities relevant to the Company or any Group Company or any code of practice or policy issued by the Company (as amended from time to time regarding its electronic communications systems time); or 22.1.12 refuses or violates fails to agree to accept employment on the terms and in the circumstances specified in clause 28.1; or 22.1.13 is in material breach of the articles of association of the Company and/or any material Group policy applicable shareholders’ or investment agreement in place in relation to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy or the Code of Conduct (subject Company from time to the Cure Period)time. 26.2 22.2 The Company’s rights of the Company under clause 26.1 22.1 are without prejudice to any other rights that it might have at law to terminate the Employment Employee’s employment or to accept any breach of this agreement Agreement by the Executive Employee as having brought the agreement Agreement to an end. Any delay by the Company in exercising its it rights to terminate shall not constitute a waiver thereof. 22.3 The Company may suspend the Employee from any or all of the Employee’s duties during any period in which the Company is investigating any disciplinary matter involving the Employee or while any disciplinary procedure or regulatory investigation is outstanding. Any such suspension shall not constitute disciplinary action. During any period of suspension, the Company may impose the same conditions that apply to Garden Leave.

Termination without Notice. 26.1 1. The Company may also terminate the Employment Appointment with immediate effect without notice and with no liability to make any further payment to the Executive Employee (other than in respect of amounts accrued due at the date of terminationTermination Date) if the ExecutiveEmployee: 26.1.1 (a) is in disqualified from acting as a director or resigns as a director from any Group Company without the prior written approval of the Board; (b) is guilty of a material breach of his obligations under clause 5 the rules or 6 (save that regulations as amended from time to time of any regulatory authorities relevant to any Group Company or any code of practice issued by the Company shall where reasonably possible provide the Executive with written notice of such breach, upon receipt of which the Executive shall have a period of ten (10) business days, or such other additional period as the Company shall agree, amended from time to cure such breach to the Company’s satisfaction (the “Cure Period”)time); 26.1.2 (c) is guilty of any gross negligence or wilful serious misconduct in the performance of the material duties and services required for his position with the Company, or otherwise affecting the business of any Group Company; 26.1.3 is guilty of any sexual or other unlawful harassment or misconduct; 26.1.4 is guilty of any fraud or dishonesty (whether relating to the Company or the Group) or otherwise or act in any manner which in the Board’s or ListCo Board’s opinion brings or is likely to bring the Executive or any Group Company into disrepute or is materially adverse wilfully breached a fiduciary duty to any Group Company’s interests; 26.1.5 (d) commits any serious or repeated breach or non-observance of any of the material provisions of this agreement, any Company or Group rules, policies or procedures (including the Company’s Code of Conduct), Agreement or refuses or neglects to comply with any of the Board’s or ListCo Board’s reasonable and lawful directions of the Board, in each case having been given a 30 day period within which to remedy the breach (subject where such breach is capable of remedy), and having failed to do so to the Cure Period)reasonable satisfaction of the Board; 26.1.6 is, in the reasonable opinion of the Board or the ListCo Board, negligent and incompetent in the performance of his duties (subject to the Cure Period); 26.1.7 is disqualified from acting as a company director; 26.1.8 fails or ceases to meet the requirements of any regulatory body whose consent is required to enable the Executive to undertake all or any of his duties under the Employment or is or is guilty of a serious breach of the rules, and regulations, code of practice or material instructions of such regulatory body or of any Group Company’s compliance manual; 26.1.9 e) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court ▇▇▇ ▇▇▇▇; 26.1.10 (f) is convicted of, or enters a plea of guilty or nolo contendere to, any criminal offence, felony 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 dealingdealing or market abuse; 26.1.11 (g) ceases to be eligible to work in the United Kingdom; 26.1.12 gives (h) is guilty of any warranty given fraud or dishonesty; (i) acts in any manner which in the reasonable opinion of the Board brings or is likely to bring the Company Employee or any Group Company that materially into disrepute or is untrue or fails to satisfy any condition of the Employment (subject materially adverse to the Cure Period); orinterests of any Group Company; 26.1.13 (j) is guilty of a serious in breach of any rules issued by the Company, ListCo or any Group Company from time to time regarding its electronic communications systems or violates any material Group policy applicable to the Executive, such as the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Policy , the U.S. Foreign Corrupt Practices Act of 1977 or the Company's anti-corruption and bribery policy and related procedures in effect from time to time; (k) any material violation of the Ensco plc Code of Conduct Business Conduct, as amended from time to time; (subject l) is guilty of a serious breach of any rules or policies issued by the Company from time to time, including its electronic communications systems polices, policies relating to a drug and alcohol free workplace, and policies relating to harassment, discrimination and retaliation; (m) becomes of unsound mind (which includes lacking capacity under the Cure PeriodMental Capacity Act 2005), or a patient under any statute relating to mental health; or (n) is unable by reason of Incapacity to perform his duties under this Agreement for an aggregate period of 12 weeks in any 52-week period. 26.2 2. The Company’s rights of the Company under clause 26.1 18.1 are without prejudice to any other rights that it might have at law to terminate the Employment Appointment or to accept any breach of this agreement Agreement by the Executive Employee as having brought the agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.