EXHIBIT 4(b)(xi)


EXECUTIVE SERVICE AGREEMENT


THIS EXECUTIVE SERVICE AGREEMENT 


BETWEEN


	
  

 	
  

 	
  

 
	
  

 	
 (1) 

 	
 Lloyds TSB Bank plc (the
“Employer”); and  

 
	
  

 	
  

 	
  

 
	
  

 	
 (2) 

 	
 George Culmer (the “Executive”). 

 



Definitions used in this Agreement are set out in Clause 19.2 below.


IT IS AGREED as follows:


	
  

 	
  

 	
  

 
	
 1

 	
 Appointment
 Pre-Conditions and Term

 
	
  

 	
  

 	
  

 
	
  

 	
 Appointment

 
	
  

 	
  

 
	
 1.1

 	
 Provided the Executive has satisfied the conditions set
 out in Clause 1.2 below, the Employer
 shall employ the Executive as Group Finance
 Director or in such other executive
 capacity as the Employer may from time to time reasonably require (the  “Employment”).

 
	
  

 	
  

 
	
  

 	
 Pre-conditions

 
	
  

 	
  

 
	
 1.2

 	
 The
 Executive’s employment is conditional upon:

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2.1

 	
 the Executive having been approved as an “Approved
 Person” in respect of the Employment
 by the Financial Services Authority under the Financial Services and Markets Act 2000 (“FSMA
 Approval”) (for the avoidance of doubt this condition only applies if the role requires the Executive to be an
 “Approved Person”),

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2.2

 	
 the Executive not being prevented from taking up
 employment under this Agreement by any obligation or
 duty owed to a third party, whether contractual or otherwise,

 
	
  

 	
  

 	
  

 
	
  

 	
 1.2.3

 	
 the satisfactory completion of any recruitment
 formalities including, where appropriate,
 obtaining permission from the UK Border Agency for the Executive to take up this employment, acceptable references, CRB and
 fraud checks.

 
	
  

 	
  

 	
  

 
	
  

 	
 If the conditions are not satisfied then, unless the
 Employer decides to waive the conditions
 or the parties agree to postpone the Commencement Date until the conditions
 have been satisfied, this Agreement shall not take effect and the Executive
 shall not have any claim for compensation or
 otherwise against the Employer by reason of this.

 
	
  

 	
  

 	
  

 
	
  

 	
 Term

 	
  

 
	
  

 	
  

 	
  

 
	
 1.3

 	
 The Employment shall begin on 16 May 2012 (the “Commencement Date”) and shall continue until terminated:

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3.1

 	
 by not less than 12 months’ notice given by the Employer
 to the Executive; or

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3.2

 	
 by not less than 6 months’ notice given by the Executive
 to the Employer; or

 
	
  

 	
  

 	
  

 
	
  

 	
 1.3.3

 	
 under a provision set out in Clause 11.

 
	
  

 	
  

 	
  

 
	
 1.4

 	
 There is no previous service which is deemed continuous
 with this Employment.

 













	
  

 	
  

 	
  

 
	
 2

 	
 Duties of the
 Executive

 
	
  

 	
  

 	
  

 
	
  

 	
 General Duties

 
	
  

 	
  

 
	
 2.1

 	
 The
 Executive will during the Employment:

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.1

 	
 devote their whole time, attention and skill to the
 Employment during normal office hours and during such other times as may
 reasonably be required for the effective performance
 of the duties under this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.2

 	
 properly
 perform the duties set out in this Agreement and properly exercise any powers conferred by this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.3

 	
 accept any offices or directorships as reasonably
 required by the Employer;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.4

 	
 comply with all rules, regulations policies and codes
 issued by the Employer that apply
 to the Employment;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.5

 	
 comply with all rules, regulations and codes imposed or
 recommended by any industry or regulatory body
 that apply to the Employment;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.6

 	
 keep their line manager promptly informed of the
 conduct of the Executive’s duties, plans
 for the future performance of the duties and of any conflict of interest to which the Executive is or may become subject;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.7

 	
 comply with any policy directions or reasonable other
 directions issued by the Employer;

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.8

 	
 use best endeavours to promote the interests and
 reputation of every Group Company;
 and

 
	
  

 	
  

 	
  

 
	
  

 	
 2.1.9

 	
 keep the Employer advised of the Executive’s current UK
 residential address. 

 
	
  

 	
  

 	
  

 
	
  

 	
 Interests of the Executive

 
	
  

 	
  

 	
  

 
	
 2.2

 	
 The Executive will disclose promptly in writing to the
 Employer any interests (for example, shareholdings or directorships) whether
 or not of a commercial or business nature (except interests in any Group Company).

 
	
  

 	
  

 	
  

 
	
 2.3

 	
 Subject
 to Clause 2.4, during the Employment (including any Garden Leave Period) the Executive will not be directly or indirectly
 engaged or concerned in the conduct of any activity of a commercial or business nature (except as a
 representative of the Employer or with
 the written consent of their line manager).

 
	
  

 	
  

 	
  

 
	
 2.4

 	
 The
 Executive may hold or be interested in investments which amount to not more
 than one per cent of the issued
 investments of any class of any one company.

 
	
  

 	
  

 	
  

 
	
 2.5

 	
 The
 Executive will (and will use best endeavours to ensure that the Executive’s
 spouse and any dependents) comply with
 all rules of law, including Part V of the Criminal Justice Act 1993, the Model Code appended to Chapter 16
 of the Listing Rules of the United Kingdom
 Listing Authority, the Financial Services Authority’s Code of Market Conduct
 and all other rules, policies or
 codes applicable to the Employer or the Executive from time to time in relation to the holding or trading of
 securities (in each case as amended or replaced from time to time).

 
	
  

 	
  

 	
  

 
	
 2.6

 	
 The Executive will not directly or indirectly receive
 any benefit from any person having or seeking to have business transactions
 with any Group Company (other than reasonable corporate
 hospitality and seasonal or occasional gifts of limited value).

 













	
  

 	
  

 	
  

 
	
  

 	
 Approved Person

 
	
  

 	
  

 
	
 2.7

 	
 During the period of this Agreement the Executive will
 not do anything which could cause the
 Executive to be disqualified from continuing to act as a director of any
 Group Company or lose approval as an “Approved Person” by the Financial
 Services Authority under the Financial
 Services and Markets Act 2000 in respect of the Employment. If the Executive
 is not an “Approved Person” at the date
 of appointment under this Agreement, then the Executive
 will not do anything which would cause the Executive from becoming an “Approved Person” in the future.

 
	
  

 	
  

 
	
  

 	
 Location

 
	
  

 	
  

 	
  

 
	
 2.8

 	
 The Executive will work in London or anywhere else
 within the United Kingdom required by the
 Employer. The Executive shall travel to such places within or outside the
 United Kingdom as the Employer may specify.

 
	
  

 	
  

 	
  

 
	
 3 

 	
 Remuneration and
 buy-out awards

 
	
  

 	
  

 
	
 3.1

 	
 During the Employment the Employer will pay the
Executive a salary of £720,000 per annum
or such higher salary as may be notified to the Executive from time to time.
Salary will be paid monthly on or about the 20th day of each month. The
Executive shall maintain a bank account with a subsidiary of the Lloyds
Banking Group into which the Executive’s salary
shall be paid. 

 
	
  

 	
  

 	
  

 
	
 3.2

 	
 The Executive agrees to waive payment of any director’s
 fees or other remuneration payable
 in respect of any directorship held by the Executive with any Group Company.

 
	
  

 	
  

 
	
 3.3

 	
 The Executive will be paid such bonus at such times and
 subject to such conditions as the Employer
 in its sole and absolute discretion may from time to time determine. In accordance with clause 4.9 below payment of such a
 bonus or participation in a bonus scheme is not a
 contractual entitlement. Recognising that the Executive will forfeit any entitlement to a bonus from his current employer
 in respect of the performance year 2011, the Executive will receive an award of £599,149. 50% of the award
 will be deferred until 31 March 2013
 and 50% will be deferred until 31 March 2014. All bonus awards are subject to deferral and malus as set out in the
 Group policy.

 
	
  

 	
  

 
	
 3.4

 	
 The
 Executive will be eligible to participate in any all-employee share schemes
 or other benefits provided to all
 employees, or to be considered for participation in any discretionary scheme, operated or offered by the Employer or
 any Group Company from time to time in accordance with the relevant rules (including without limitation any
 rules as to eligibility). In accordance
 with clause 4.9 below participation in any share option, share incentive or other employee benefit plan, scheme or
 arrangement is not a contractual entitlement.

 
	
  

 	
  

 
	
 3.5

 	
 In recognition that the Executive’s outstanding awards
 over RSA shares will lapse on accepting
 Employment with the Employer, the Employer has agreed that it will, as soon
 as reasonably practicable following
 commencement of the Employment, procure the grant to the Executive of awards
 over shares in Lloyds Banking Group plc on the following bases. The Employer may change any of the vesting dates
 specified in Clauses 3.5.1 to 3.5.7 below
 to a later date (such time being a date which is as close as possible to the
 original vesting date specified below), at the
 time of grant of the Share Buy-Out Awards or subsequently
 if it becomes necessary to do so to comply with the Listing Rules of the UK Listing Authority or to take account of the actual
 Commencement Date.

 
	
  

 	
  

 
	
  

 	
 3.5.1

 	
 in respect
 of shares the Executive could otherwise have acquired under the RSA
 compulsory deferred shares scheme, an award over a number of Lloyds Banking

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Group plc shares whose value on the Commencement Date
 equates to the value of £115,125. 52% of the award will vest on 31 March 2013
 and 48% of the award will vest on 31 March 2014 as long as the Executive
 remains in Employment, except as provided
 in Clauses 3.6 and 3.7 and subject to the deduction of income tax and any
 other withholding obligations for which the Executive is liable; and

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5.2

 	
 in respect of shares the Executive could otherwise have
 acquired under the RSA compulsory deferral matching
 scheme, an award over a number of Lloyds Banking Group plc shares whose value on the Commencement Date
 equates to the value of £287,813. 52% of the award will vest on 31 March 2013
 and 48% of the award will vest on 31 March 2014 as
 long as the Executive remains in Employment, except
 as provided in Clauses 3.6 and 3.7 and subject to the deduction of income tax
 and any other withholding obligations for which the Executive is liable; and

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5.3

 	
 in respect of shares the Executive could otherwise have
 acquired under the RSA voluntary deferral matching
 scheme, an award over a number of Lloyds Banking Group plc shares whose value on the Commencement Date
 equates to £329,837. 52% of the award will vest on
 31 March 2013 and 48% of the award will vest on 31 March 2014 as long as the Executive remains in
 Employment, except as provided in
 Clauses 3.6 and 3.7 and subject to the deduction of income tax and any other withholding obligations for which the Executive is
 liable; and

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5.4

 	
 in respect of shares the Executive could otherwise have
 acquired under the RSA sharebuild scheme, an award over a number of Lloyds
 Banking Group plc shares whose
 value on the Commencement Date equates to the value of £4,750. The award will vest on 31 March 2014. The award will vest
 except as provided in Clauses 3.6 and 3.7 and subject to the deduction of
 income tax and any other withholding
 obligations for which the Executive is liable; and

 
	
  

 	
  

 	
  

 
	
  

 	
 3.5.6

 	
 in respect of shares the Executive could otherwise
 have acquired under the RSA performance
 share scheme, an award over a number of Lloyds Banking Group plc shares whose value on the Commencement Date equates to
 the value of £541,382. 47% of the award will vest on 31 March
 2013 and 53% of the award will vest on 31 March 2014 as long as the Executive
 remains in Employment, except as provided
 in Clauses 3.6 and 3.7 and subject to the deduction of income tax and any
 other withholding obligations for which the Executive is liable.

 
	
  

 	
  

 	
  

 
	
  

 	
 (together
 referred to as the “Share Buy-Out Awards”). 

 
	
  

 	
  

 
	
  

 	
 Forfeiture and Malus

 
	
  

 	
  

 
	
 3.6

 	
 This Clause 3.6 is subject to Clauses 3.7 and 3.8. Upon
 termination of the Employment for
 any reason, any Share Buy-Out Award that has vested will be retained by the Executive and not lapse. If the Executive ceases to be
 an employee of the Group:

 
	
  

 	
  

 
	
  

 	
 3.6.1

 	
 because he is Dismissed for gross misconduct or by
 reason of his voluntary resignation
 (i.e. in circumstances in which he is not entitled to resign without notice owing to the conduct of the Group), any Share Buy-Out
 Award which has not yet vested
 will lapse on the Termination Date; or

 
	
  

 	
  

 	
  

 
	
  

 	
 3.6.2

 	
 for any other reason (including Absence Dismissal under
 Clause 12.3) any Share Buy-Out Awards which have not
 vested will not lapse and will vest on the vesting dates specified in the Share Buy-Out Awards.

 













	
  

 	
  

 	
  

 
	
 3.7

 	
 The Board may in its absolute discretion determine that
 the number of Shares over which a
 Share Buy-Out Award may vest may be reduced (to nil if appropriate) as a
 result of:

 
	
  

 	
  

 
	
  

 	
 3.7.1

 	
 the Lloyds Banking Group plc annual report and accounts
 having been materially restated at any time during the period between the
 grant of the Share Buy-Out Award and the
 vesting date of the Share Buy-Out Award as a result of the conduct of
 the Executive other than material restatement due to a change in accounting policy or to rectify a minor error;

 
	
  

 	
  

 	
  

 
	
  

 	
 3.7.2

 	
 the Executive having, in the reasonable opinion of the
 Board, deliberately misled the
 management of the Lloyds Banking Group plc, the market and/or Lloyds Banking
 Group plc shareholders regarding the financial performance of Lloyds Banking Group plc at any time during the period
 between the grant of the Share Buy-Out
 Award and the vesting date of the Share Buy-Out Award;

 
	
  

 	
  

 	
  

 
	
  

 	
 3.7.3

 	
 the Executive’s actions at any time during the period
 between the grant of the Share
 Buy-Out Award and the vesting date of the Share Buy-Out Award having, in the
 reasonable opinion of the Board, caused material harm to the reputation of
 the Group; or

 
	
  

 	
  

 	
  

 
	
  

 	
 3.7.4

 	
 any other factors considered by the Board to be relevant
 which are compliant with and no more onerous than
 requirements under the Financial Services Authority Code on Remuneration Practices.

 
	
  

 	
  

 	
  

 
	
 3.8

 	
 Any Share Buy-Out Awards granted must satisfy any
 relevant requirements of the FSA, including
 its Remuneration Code as amended from time to time.

 
	
  

 	
  

 	
  

 
	
 3.9

 	
 After signature of this Agreement, the Executive will
 at the Employer’s request use all reasonable
 endeavours to obtain such additional documents as are reasonably requested by
 the Employer from RSA and if there are any discrepancies between the
 arrangements agreed between the Executive
 and the Employer and the arrangements the Executive had at the Royal Bank of Scotland, such discrepancies will
 be resolved between the parties in good faith and with the objective that the
 Executive is not overcompensated in relation to the Share Buy-Out Awards.

 
	
  

 	
  

 	
  

 
	
 4

 	
 Pension and Other Benefits

 
	
  

 	
  

 	
  

 
	
  

 	
 Pension

 
	
  

 	
  

 	
  

 
	
 4.1

 	
 The Executive shall be eligible to participate in Your
 Tomorrow (the “Scheme”).

 
	
  

 	
  

 	
  

 
	
  

 	
 The Executive’s membership of the Scheme, including
 the contributions payable by and on behalf of the
 Executive, will be subject to and in accordance with the terms of its governing documentation in force from time to
 time (including in particular to the rights of any person to amend or terminate the Scheme) except that:

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 subject
 to (b), employer contributions to the Scheme in respect of the Executive will be at the rate of 25% of the Executive’s
 annual salary referred to in Clause 3 from time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 the Executive must contribute to the Scheme at the
 rate of 3% of the Executive’s annual
 salary referred to in Clause 3 from time to time;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 any provisions under the Scheme for the Employer to pay
 additional contributions to
 the Scheme linked to the level of contributions by a member will not apply to
 the Executive.

 













	
  

 	
  

 
	
  

 	
 If the Executive does not join the Scheme or
 subsequently opts out, the Employer will pay the
 Executive an amount equal to 25% of the annual salary referred to in Clause 3
 from time to time as a non-pensionable
 cash supplement. The Employer may also at its option permit the Executive to opt for contributions to be
 paid to the Scheme at a rate less than 25%
 of the annual salary referred to in Clause 3 with the balance of this amount
 being paid as a non-pensionable cash supplement. The Employer may impose
 restrictions including, without limitation,
 a minimum amount which must be paid as pension contributions.

 
	
  

 	
  

 
	
  

 	
 The Executive acknowledges that in signing this
 contract the Executive will be deemed to have
 opted out of the “personal accounts” arrangements due to be implemented from 2012 in the United Kingdom (except and to the extent
 that this is the arrangement which the
 Employer designates as the Scheme).

 
	
  

 	
  

 
	
  

 	
 Currently, a Contracting-Out Certificate pursuant to
 the provisions of the Pensions Act 1995
 is not in force in respect of the Executive’s employment.

 
	
  

 	
  

 
	
  

 	
 The contribution paid by the Employer will not be
 taken into account for the purposes of calculating
 bonus or other such payments as provided for in Clause 3 above.

 
	
  

 	
  

 
	
 4.2

 	
 Salary
 sacrifice arrangements

 
	
  

 	
  

 
	
  

 	
 The Employer has or may at some stage introduce a
 salary sacrifice arrangement. Under this arrangement some or
 all of the Executive’s pension contributions payable to the Scheme from time to time (which may at the
 Employer’s discretion include both regular or mandatory contributions or voluntary contributions) are currently or
 will be paid on the Executive’s behalf by the Employer in return for a
 reduction in the Executive’s salary (although
 pension and life cover benefits will be calculated without regard to this reduction). By signing and/or entering into
 this contract the Executive has agreed to this reduction. The
 Executive is therefore automatically a member of the salary sacrifice scheme (if one is already in place) or
 alternatively will join the salary sacrifice arrangement if it is introduced
 unless the Executive chooses to opt out as permitted under the terms of the salary sacrifice arrangement.

 
	
  

 	
  

 
	
 4.3

 	
 Rights of the Employer

 
	
  

 	
  

 
	
  

 	
 The Employer shall be entitled at any time to terminate
 or vary the Scheme or the Executive’s
 membership of it.

 
	
  

 	
  

 
	
 4.4

 	
 Car

 
	
  

 	
  

 
	
  

 	
 The Executive shall be eligible to receive either a
 company car or a non pensionable cash allowance
 payable each month in accordance with the Employer’s car scheme from time to
 time. Currently the company car allowance is £12,000 per annum.

 
	
  

 	
  

 
	
 4.5

 	
 Life Cover

 
	
  

 	
  

 
	
  

 	
 The
 Executive will be provided with Life Cover.

 
	
  

 	
  

 
	
  

 	
 The amount of Life Cover in the event of the
 Executive’s death during the Employment will be
 equal to four times the annual salary set out in Clause 3 (as revised from
 time to time), irrespective of whether or not
 the Executive is a member of any pension scheme operated by the Employer.

 
	
  

 	
  

 
	
  

 	
 If the Executive joins the Scheme for retirement
 benefits, depending on the Executive’s circumstances
 at the time of the Executive’s death, there may be a further benefit

 













	
  

 	
  

 
	
  

 	
 available
 of up to four times the annual salary set out in Clause 3 (as revised from
 time to time). The provision of any such benefit will be as provided for in
 the terms of the Scheme.

 
	
  

 	
  

 
	
  

 	
 Such Life
 Cover will be provided under the terms of any arrangement designated by the Employer (and may be through an arrangement other than
 a registered pension scheme).

 
	
  

 	
  

 
	
 4.6

 	
 Private Medical Cover

 
	
  

 	
  

 
	
  

 	
 Provided the
 Executive complies with any eligibility requirements or other conditions from
 time to time set by the Employer and
 any supplier appointed by the Employer, the Executive
 may participate, during the Employment, in the Employer’s private health scheme. Private health cover for the Executive, his
 spouse and any dependent children is provided
 subject to and in accordance with such terms from time to time on which any
 appointed supplier provides cover and on such terms as the Employer may from
 time to time notify to the Executive. Those
 private health cover arrangements may be reduced, varied or withdrawn by the Employer at any time and at
 its sole and absolute discretion.

 
	
  

 	
  

 
	
 4.7

 	
 Health Screening

 
	
  

 	
  

 
	
  

 	
 The Executive
 will be eligible to receive an annual confidential medical screening by a supplier appointed by the Employer.

 
	
  

 	
  

 
	
 4.8

 	
 Flex Benefits

 
	
  

 	
  

 
	
  

 	
 The
 Executive will be eligible to participate in the Flexible Benefits scheme.
 The Executive will receive 4% of the Executive’s basic salary
 which may be taken as cash or used to select
 benefits under the scheme. Membership of the scheme will commence on the
 first day of the month following the commencement of employment and will be
 subject to the scheme rules.

 
	
  

 	
  

 
	
 4.9

 	
 Deductions

 
	
  

 	
  

 
	
  

 	
 For the
 avoidance of doubt, any and all remuneration or benefits provided by virtue
 of this Agreement shall be subject to such
 deductions for tax and National Insurance as the Employer is required to make by law or the tax and/or
 National Insurance authorities.

 
	
  

 	
  

 
	
 4.10

 	
 Other Benefits

 
	
  

 	
  

 
	
  

 	
 The
 Executive acknowledges that (except for any specific awards or entitlements
 notified to the Executive individually or by a general notice to
 staff) participation in any bonus, share
 option, share incentive or other employee benefit plan, scheme or arrangement
 (“Plan”) is not a contractual
 entitlement and on termination of the Employment the Executive will have no right to compensation or
 otherwise against the Employer or any other Group Company by reason of no longer being able to participate
 in any such Plan.

 
	
  

 	
  

 
	
 5 

 	
 Expenses

 
	
  

 	
  

 
	
 5.1

 	
 The
 Employer will refund to the Executive all reasonable expenses properly
 incurred by the Executive in performing the duties under this Agreement,
 provided that these are incurred in accordance with Employer’s policy from
 time to time. The Employer will require the Executive
 to produce receipts or other documents as proof for any expenses claimed.

 













	
  

 	
  

 	
  

 
	
 6

 	
 Holiday

 
	
  

 	
  

 
	
 6.1

 	
 The Executive shall be entitled during the Employment
 to 30 working days holiday in each calendar
 year plus bank holidays. Holiday may only be taken at such time or times as
 the Executive’s line manager shall approve. The Executive’s holiday
 entitlement shall be pro rated
 for the year in which the Employment begins and for the year in which the Employment ends.

 
	
  

 	
  

 
	
 7

 	
 Confidentiality

 
	
  

 	
  

 
	
 7.1

 	
 Without prejudice to the common law duties which the
 Executive owes to the Employer, the Executive
 agrees to preserve the confidentiality of any trade secrets and/or confidential
 information belonging or relating to
 the Employer or its employees or relating to the Works, in whatever form (written, oral, visual and
 electronic), whether of a technical or commercial nature, disclosed to the Executive by or on behalf of
 the Employer or its employees or otherwise
 comes under the control of the Executive in the course of the Employment (“Confidential
 Information”), and agrees not to (except in so far as may be
 strictly necessary for the proper performance
 of the duties under this Agreement or with the prior written consent of the
 Employer), copy, use, discuss with or disclose to any third party any Confidential Information. This provision will not apply
 to Confidential Information which becomes
 public other than through unauthorised disclosure by the Executive. The Executive will use best endeavours to prevent the
 unauthorised copying, use or disclosure of
 such information by any third party.

 
	
  

 	
  

 	
  

 
	
 7.2

 	
 In the course of the Employment the Executive is likely
 to obtain Confidential Information belonging
 or relating to other Group Companies or other persons. The Executive will
 treat such information as if it falls
 within the terms of Clause 7.1 and Clause 7.1 will apply with any necessary amendments to such information. If
 requested to do so by the Employer, the
 Executive will enter into an agreement with other Group Companies or any
 other persons in the same terms as Clause
 7.1 with any amendments necessary to give effect to this provision.

 
	
  

 	
  

 	
  

 
	
 7.3

 	
 The Executive agrees not to, either during or after the
 termination of the Employment (without
 the written consent of the Employer) make any public announcement, statement or comment (whether to the media or otherwise)
 concerning:

 
	
  

 	
  

 	
  

 
	
  

 	
 7.3.1

 	
 the affairs of the Employer or any other Group Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 7.3.2

 	
 the circumstances of the termination of the Employment
 and any offices with any other
 Group Company; or

 
	
  

 	
  

 	
  

 
	
  

 	
 7.3.3

 	
 anything that may be detrimental to the Employer or any
 other Group Company, except as required by law or any
 regulatory body.

 
	
  

 	
  

 	
  

 
	
 7.4

 	
 Nothing in this Agreement will prevent the Executive
 from making a “protected disclosure” in
 accordance with the provisions of the Employment Rights Act 1996.

 
	
  

 	
  

 	
  

 
	
 8

 	
 Intellectual Property Rights

 
	
  

 	
  

 	
  

 
	
 8.1

 	
 The Executive shall prepare, maintain and promptly
 disclose to the Employer immediately on
 creation full written details of all Works made, created or developed, wholly
 or partially, by the Executive at any time
 during the course of the Employment (whether or not during working hours or using Group premises or resources). The
 Executive acknowledges that all
 Intellectual Property Rights subsisting (or which may in the future subsist)
 in any Work

 













	
  

 	
  

 	
  

 
	
  

 	
 shall automatically, on creation, vest in the Employer
 absolutely. To the extent that they do not vest automatically,
 the Executive hereby assigns (or where immediate assignment is not effective, agrees to assign) to the
 Employer, with full title guarantee, all the Executive’s Intellectual Property Rights in any Work.
 Pending assignment, the Executive shall hold the Intellectual Property
 Rights on trust for the Employer. The Executive agrees to promptly execute all documents and do all acts as may, in
 the opinion of the Employer, be necessary
 to give effect to this Clause 8.1.

 
	
  

 	
  

 
	
 8.2

 	
 So far as
 permitted by applicable laws, the Executive hereby irrevocably waives all
 moral rights under Chapter IV (Moral
 Rights) of Part 1 of the Copyright, Designs and Patents Act 1988 (and all similar rights in other
 jurisdictions), which he may have or will have in any Work.

 
	
  

 	
  

 
	
 8.3

 	
 The Executive hereby irrevocably appoints the Employer
 to act as the Executive’s attorney to do
 everything necessary to give the Employer the full benefit of the rights
 under this Clause 8.

 
	
  

 	
  

 
	
 8.4

 	
 The
 rights and obligations of the parties under this Clause 8 shall continue
 after expiry or termination of this
 Agreement.

 
	
  

 	
  

 
	
 9

 	
 Garden Leave and Suspension

 
	
  

 	
  

 
	
  

 	
 Garden Leave

 
	
  

 	
  

 
	
 9.1

 	
 At any time after notice to terminate the Employment is
 given by either party, or if the Executive
 resigns without giving due notice and the Employer does not accept the Executive’s resignation, the Employer may require the
 Executive to take a period of absence
 called garden leave (the “Garden Leave
 Period”). The Garden Leave Period shall
 last for such period or periods of the notice period as the Employer shall in
 its absolute discretion determine. The
 provisions of Clause 9.2 to Clause 9.8 apply to any Garden Leave Period.

 
	
  

 	
  

 
	
 9.2

 	
 During the Garden Leave Period the Executive will not,
 without prior written consent of their
 line manager, be employed or otherwise engaged in the conduct of any
 activity, whether or not of a business nature. The Employer
 will have no obligation to provide work to the Executive during the Garden
 Leave Period. Further, the Executive will not, unless requested by the Employer:

 
	
  

 	
  

 
	
  

 	
 9.2.1

 	
 enter or attend the premises of the Employer or any
 other Group Company; or

 
	
  

 	
  

 	
  

 
	
  

 	
 9.2.2

 	
 contact or have any communication with any customer or
 client of the Employer or any other Group Company in
 relation to the business of the Employer or any other Group Company; or

 
	
  

 	
  

 	
  

 
	
  

 	
 9.2.3

 	
 contact or have any communication with any employee,
 officer, director, agent or consultant
 of the Employer or any other Group Company in relation to the business of the
 Employer or any other Group Company; or

 
	
  

 	
  

 	
  

 
	
  

 	
 9.2.4

 	
 remain or become involved in any aspect of the business
 of the Employer or any other Group Company except as
 required by such companies.

 
	
  

 	
  

 	
  

 
	
 9.3

 	
 During
 the Garden Leave Period the Executive shall be available to deal with
 requests for information, be available for meetings (unless the Employer has
 agreed in writing that the Executive may
 be unavailable for a period) and to advise on matters relating to work.

 













	
  

 	
  

 
	
 9.4

 	
 During the Garden Leave Period the Employer may require
 the Executive to comply with the
 provisions of Clause 12, except that there will be no requirement to return any company car in the possession of the Executive. The
 Employer may also require the Executive to resign
 immediately from any directorship held in the Employer, any other Group Company or any other company where such
 directorship is held as a consequence or requirement of the Employment, unless the Executive is required by
 the Employer to perform duties to which any such directorship relates
 in which case the Executive may retain
 such directorships while those duties are ongoing. The Executive hereby
 irrevocably appoints the Employer
 to be the Executive’s attorney to execute any instrument and do anything in the Executive’s name and on their
 behalf to effect the Executive’s resignation if the Executive fails to do so
 in accordance with this Clause 9.4.

 
	
  

 	
  

 
	
 9.5

 	
 During the Garden Leave Period, the Executive will be
 entitled to receive the salary and all contractual
 benefits in accordance with the terms of this Agreement. For the avoidance of
 doubt and in accordance with Clause
 9.4 above the Executive shall not be entitled to participate in any bonus or other such incentive
 scheme. Any unused holiday accrued at the
 commencement of the Garden Leave Period and any holiday accrued during any Garden Leave Period will be deemed to be taken by the
 Executive during the Garden Leave
 Period in relation to day(s) (not being a Saturday, Sunday, public or bank
 holiday) during which the Executive was not required to deal with
 information requests, attend a meeting or
 give advice.

 
	
  

 	
  

 
	
 9.6

 	
 The Executive agrees and acknowledges that during any
 Garden Leave Period the Employer
 may appoint another person to carry out duties in substitution of the
 Executive.

 
	
  

 	
  

 
	
 9.7

 	
 At the end of the Garden Leave Period, the Employer
 may, at its sole and absolute discretion,
 pay the Executive basic salary alone in lieu of the balance of any period of notice given by the Employer or the Executive (less any
 deductions the Employer is required
 by law to make).

 
	
  

 	
  

 
	
 9.8

 	
 All duties of the Employment (whether express or
 implied), including, but not limited to, the Executive’s
 duties of fidelity, good faith and under Clauses 2.1, 2.2 and 2.3 shall
 continue throughout the Garden Leave Period.

 
	
  

 	
  

 
	
  

 	
 Suspension

 
	
  

 	
  

 
	
 9.9

 	
 Without prejudice to the Executive’s rights to
 remuneration and other benefits hereunder, the Employer shall have the right
 at any time to require the Executive not to attend at any place of work or otherwise to suspend the Executive
 from the performance of any duties under
 this Agreement. During the period of such suspension the Employer may assign
 the Executive’s duties, titles or powers
 to another. Further, during such period of suspension the Employer shall be under no obligation to vest in or
 assign to the Executive any powers or
 duties or to provide any work to the Executive. For the avoidance of doubt,
 during any period of suspension the rights
 of the Employer and duties of the Executive set out in Clauses 9.2 to 9.8 above shall apply.

 
	
  

 	
  

 
	
 10 

 	
 Restrictions after Termination of Employment

 
	
  

 	
  

 
	
 10.1

 	
 The Executive is likely to obtain Confidential Information
 and personal knowledge of and influence
 over employees of the Group during the course of the Employment. To protect these interests of the Employer, the Executive
 agrees with the Employer that the Executive will be bound by the following:

 













	
  

 	
  

 	
  

 
	
  

 	
 10.1.1

 	
 subject to Clause 10.2 throughout
 the Employment and during the period of 6 months commencing with the Relevant
 Date the Executive will not (either on their own behalf or with any other person, whether directly or indirectly)
 be employed in, or carry on (or be a director of any company engaged in) any
 business which, is or is about to be
 in competition with any business of the Employer (or any other Group Company) being carried on by such company
 at the Relevant Date provided the
 Executive was concerned or involved with that business to a material extent
 at any time during the 12 months prior to the Relevant Date;

 
	
  

 	
  

 	
  

 
	
  

 	
 10.1.2

 	
 throughout
 the Employment and during the period of 12 months commencing on the Relevant
 Date the Executive will not (either on their own behalf or for or with any
 other person, whether directly or indirectly) entice or try to entice away
 from the Employer or (as the case may be) any other Group Company any
 Restricted Employee;

 
	
  

 	
  

 	
  

 
	
  

 	
 10.1.3

 	
 throughout
 the Employment and during the period of 12 months commencing on the Relevant
 Date the Executive will not (either on their own behalf or for or with any other person, whether directly
 or indirectly) employ or engage or try to employ or engage any Restricted Employee;

 
	
  

 	
  

 	
  

 
	
  

 	
 10.1.4

 	
 throughout
 the Employment and during the period of 12 months commencing on the Relevant
 Date the Executive will not (either on their own behalf or for or with any other
 person, whether directly or indirectly) canvass, solicit or attempt to entice
 away from the Employer or (as the case may be) any other Group Company
 any business
 of any Relevant Customer or Prospective Customer in respect of the Relevant Services; and

 
	
  

 	
  

 	
  

 
	
  

 	
 10.1.5

 	
 throughout
 the Employment and during the period of 12 months commencing on the Relevant
 Date the Executive will not interfere or endeavour to interfere with the continuance of supplies to the
 Employer and/or any other Group Company or the terms relating to those supplies by any Relevant Supplier.

 
	
  

 	
  

 	
  

 
	
 10.2

 	
 In the event that the Employer
 gives notice to terminate the Executive’s employment and the Executive works
 6 months or more of the Executive’s notice period, the Employer will not
 require the Executive to comply with Clause 10.1.1 above following the
 termination of the Executive’s employment.

 
	
  

 	
  

 
	
 10.3

 	
 Following the
 Termination Date, the Executive will not hold out as being in any way connected
 with the businesses of the Employer or of any other Group Company (except to the extent
 agreed by such a company).

 
	
  

 	
  

 
	
 10.4

 	
 Any benefit
 given or deemed to be given by the Executive to any Group Company under the terms of
 Clause 10 is received and held on trust by the Employer for the relevant Group
 Company. The Executive will enter into appropriate restrictive covenants
 directly with other Group Companies if asked to do so by the
 Employer.

 
	
  

 	
  

 
	
 10.5

 	
 The Executive
 acknowledges that the provisions of this Clause are fair, reasonable and necessary in
 order to protect the Confidential Information and business connections of the
 Employer, and any other Group Company, to which the Executive has
 access as a result of the Employment

 
	
  

 	
  

 
	
 10.6 

 	
 Each of the
 obligations in this Clause 10 is an entirely separate and independent
 restriction on the Executive. If any part is found to be invalid or
 unenforceable the remainder will remain valid and enforceable.

 













	
  

 	
  

 	
  

 
	
 10.7 

 	
 The Executive
 acknowledges and agrees to draw the provisions of this Clause 10 to the
 attention of any third party who may at any time before or after the
 termination of the Employment offer to employ or engage the
 Executive in any capacity and for whom or with whom the Executive intends to
 work during the 12 months following the Termination Date.

 
	
  

 	
  

 
	
 11

 	
 Termination

 
	
  

 	
  

 
	
  

 	
 Summary Dismissal

 
	
  

 	
  

 
	
 11.1

 	
 The Employer
 may terminate the Employment at any time forthwith by written notice to the
 Executive (and without any requirement of prior notice) if the Executive
 shall:-

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.1

 	
 commit any
 material breach, or continue (after written warning) to commit any breach, of
 the obligations under this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.2

 	
 be guilty of
 any material misconduct or material neglect in the discharge of the duties;

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.3

 	
 have a
 bankruptcy order made against them or make any arrangement or composition
 with the Executive’s creditors or have an interim order made against them pursuant
 to the Insolvency Act 1986 (or any re-enactment or amendment thereof for
 the time being in force);

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.4

 	
 be convicted
 of any criminal offence which in the reasonable opinion of the Employer
 affects the Executive’s position as an employee under this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.5

 	
 bring the
 name or reputation of the Executive or Employer, or any Group Company into
 disrepute;

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.6

 	
 be or become
 prohibited by law from becoming or remaining a director;

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.7

 	
 be disqualified or disbarred from
 membership of, or be found to have committed any serious disciplinary offence by, or be found not to be a fit and
 proper person by, any professional
 or regulatory body governing the conduct of the Executive or the business of any Group Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 11.1.8

 	
 cease to have
 FSMA Approval.

 
	
  

 	
  

 	
  

 
	
 11.2

 	
 Where the
 Executive has been summarily dismissed or where the Executive terminates the Employment in
 breach of the notice provisions in Clause 1.3.2, the calculation of any payment in
 lieu of outstanding holiday entitlement owed by the Employer to the Executive
 shall be calculated as being £1.

 
	
  

 	
  

 
	
  

 	
 Absence Dismissal

 
	
  

 	
  

 
	
 11.3

 	
 If the
 Executive (owing to sickness, injury or otherwise) does not perform the
 duties under this Agreement for a period of at least 26 weeks (or at least 26
 weeks in aggregate in any period of twelve months) the Employer shall be
 entitled to terminate the Employment by giving
 to the Executive not less than 3 months’ notice at any time while the
 Executive does not perform the duties
 and the Executive shall have no claim for compensation or otherwise against the Employer by reason of
 such termination.

 
	
  

 	
  

 
	
  

 	
 Reconstructions or amalgamation

 
	
  

 	
  

 
	
 11.4

 	
 If employment of the Executive
 under this Agreement is terminated by reason of the liquidation of the Employer for the purpose of reconstruction or
 amalgamation and the Executive is offered employment with any concern
 or undertaking resulting from the reconstruction
 or amalgamation on terms and conditions materially no less favourable

 













	
  

 	
  

 	
  

 
	
  

 	
 overall
 than the terms of this Agreement, then the Executive shall have no claim
 against the Employer in respect of the termination of the Employment (whether
 or not the notice required by Clause 1.3
 shall have been given).

 
	
  

 	
  

 	
  

 
	
  

 	
 Payment in lieu of notice

 
	
  

 	
  

 	
  

 
	
 11.5

 	
 The Employer may, at any time in its absolute
 discretion elect to terminate the Employment and
 this Agreement by paying to the Executive, in lieu of the notice period
 referred to in Clause 1.3 or any part thereof,
 an amount equivalent to the basic salary for such period or part period. Such a payment shall be subject to such
 deductions for tax and national insurance
 as are required by law and to any other authorised deductions.

 
	
  

 	
  

 
	
 11.6

 	
 For the avoidance of doubt:-

 
	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 If the Employer terminates the Executive’s employment
 other than in accordance with
 its rights under this Agreement any entitlement to damages for breach of contract will be assessed on normal common law
 principles (including the Executive’s
 obligation to mitigate any losses); and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 The right of the Employer to make a payment in lieu of
 notice does not give rise to any
 right for the Executive to receive such a payment.

 
	
  

 	
  

 	
  

 
	
 11.7

 	
 The Employer will pay any sums due under Clause 11.5 in
 monthly instalments over the period until the date on
 which notice, if it had been served in accordance with Clause 1.3, would have
 expired (the “Relevant Period”). The
 Executive is obliged to seek alternative income over the Relevant Period and
 to disclose the gross amount of any such income to the Employer as evidenced by payslips and/or invoices in a timely
 manner. The Employer’s monthly
 instalment payments pursuant to this Clause 11.7 shall then be reduced
 by the gross amount of such alternative income earned in respect of any part
 of the Relevant Period. Payments shall be
 subject to such deductions for tax and national insurance contributions as are required by law
 and to any other authorised deductions.

 
	
  

 	
  

 
	
  

 	
 Redundancy

 
	
  

 	
  

 	
  

 
	
 11.8

 	
 In cases of termination by redundancy, the Executive will
 be entitled to receive a redundancy
 payment as laid down by statute at the time.

 
	
  

 	
  

 
	
 12

 	
 Return of Property

 
	
  

 	
  

 
	
 12.1

 	
 The Executive will immediately upon the termination of
 the Employment return to the Employer
 at such place as the Employer may reasonably specify

 
	
  

 	
  

 
	
  

 	
 12.1.1

 	
 all
 documents and other materials (whether originals or copies) made or compiled by or delivered to the Executive during the
 Employment and concerning any Group Company,
 including any Confidential Information and will not retain any copies of such documents or materials; and

 
	
  

 	
  

 	
  

 
	
  

 	
 12.1.2

 	
 all other property belonging or relating to any Group
 Company, in good condition (allowing
 for fair wear and tear).

 
	
  

 	
  

 
	
 13

 	
 Directorships

 
	
  

 	
  

 
	
 13.1

 	
 The
 Executive’s office in any Group Company is subject to the Articles of
 Association of the relevant company (as
 amended from time to time). If the provisions of this Agreement conflict
 with the provisions of the Articles of Association, the Articles of
 Association will prevail.

 













	
  

 	
  

 	
  

 
	
 13.2

 	
 The Executive must resign from any office held in any
 Group Company if asked at any time to do so by the Employer.

 
	
  

 	
  

 
	
 13.3

 	
 By entering into this Agreement, the Executive
 irrevocably appoints the Employer as attorney to act in the Executive’s name
 and on the Executive’s behalf to execute any document or do anything in the
 Executive’s name necessary to effect the Executive’s resignation in accordance with Clause 13.2. If there is
 any doubt as to whether such a document
 (or other thing) has been carried out within the authority conferred by this Clause 13.3, a certificate in writing (signed by any
 director or the secretary of the Employer)
 will be sufficient to prove that the act or thing falls within that
 authority.

 
	
  

 	
  

 
	
 13.4

 	
 The termination of any directorship or other office held
 by the Executive will not terminate the
 Executive’s employment or amount to a breach of terms of this Agreement by
 the Employer.

 
	
  

 	
  

 
	
 13.5

 	
 During the Employment the Executive will not do
 anything which could cause the Executive to be
 disqualified from continuing to act as a director of any Group Company.

 
	
  

 	
  

 
	
 13.6

 	
 The Executive must not resign office as a director of
 any Group Company without the agreement
 of the Employer.

 
	
  

 	
  

 
	
 14

 	
 Disciplinary and Grievance Procedures

 
	
  

 	
  

 
	
 14.1

 	
 Any disciplinary matter affecting the Executive will be
 dealt with by their line manager.

 
	
  

 	
  

 
	
 14.2

 	
 If the Executive has any grievance relating to their
 employment such grievance should be made
 in writing to their line manager. If the Executive is dissatisfied with their
 line manager’s treatment of the grievance,
 the matter may be referred to the Chief Executive or an alternative sufficiently senior Director.

 
	
  

 	
  

 
	
 15

 	
 Collective Agreements

 
	
  

 	
  

 
	
  

 	
 There are no collective agreements affecting the
 employment of the Executive.

 
	
  

 	
  

 	
  

 
	
 16

 	
 Contracts (Rights of Third Parties)
 Act 1999 and Data Protection Act 1998

 
	
  

 	
  

 
	
 16.1

 	
 No person other than the parties to this Agreement or
 any Group Company shall have any right to enforce any term
 of this Agreement under The Contracts (Rights of Third Parties) Act 1999.

 
	
  

 	
  

 
	
 16.2

 	
 For the purposes of the Data Protection Act 1998 (the
 “Act”) the Executive consents to the holding,
 processing and disclosure of personal data (including sensitive data within
 the meaning of the Act) provided by the
 Executive to the Employer for all purposes relating to the performance of
 this Agreement including, but not limited to:

 
	
  

 	
  

 
	
  

 	
 16.2.1

 	
 administering and maintaining personnel records;

 
	
  

 	
  

 	
  

 
	
  

 	
 16.2.2

 	
 paying and reviewing salary and other remuneration and
 benefits;

 
	
  

 	
  

 	
  

 
	
  

 	
 16.2.3

 	
 providing and administering benefits (including if
 relevant, pension, life assurance, permanent health insurance and medical
 insurance);

 
	
  

 	
  

 	
  

 
	
  

 	
 16.2.4

 	
 undertaking performance appraisals and reviews;

 
	
  

 	
  

 	
  

 
	
  

 	
 16.2.5

 	
 maintaining sickness and other absence records;

 
	
  

 	
  

 	
  

 
	
  

 	
 16.2.6

 	
 taking decisions as to the Executive’s fitness for work;

 













	
  

 	
  

 	
  

 
	
  

 	
 16.2.7

 	
 providing
 references and information to future employers, and if necessary, governmental and
 quasi-governmental bodies for social security and other purposes, Her Majesty’s Revenue and Customs and
 the Contributions Agency;

 
	
  

 	
  

 	
  

 
	
  

 	
 16.2.8

 	
 providing
 information to future purchasers of the Employer or of the business in which the
 Executive works; and

 
	
  

 	
  

 	
  

 
	
  

 	
 16.2.9

 	
 transferring
 information concerning the Executive to a country or territory outside the EEA.

 
	
  

 	
  

 	
  

 
	
  

 	
 The
 Executive acknowledges that during the employment the Executive will have
 access to and process, or authorise the processing of personal
 data and sensitive personal data relating to employees, customers and other
 individuals held and controlled by the Employer.
 The Executive agrees to comply with the terms of the Act in relation to such
 data and to abide by the
 Employer’s data protection policy issued from time to time.

 
	
  

 	
  

 
	
 17

 	
 Other Agreements

 
	
  

 	
  

 	
  

 
	
 17.1

 	
 This Agreement shall be in
 substitution for all existing contracts of service or consultancy between the Employer or any Group Company and
 the Executive, which (without prejudice to any accrued rights) shall be treated as cancelled with effect from
 the Commencement Date.

 
	
  

 	
  

 
	
 17.2

 	
 This
 Agreement comprises the whole agreement between the Employer and the
 Executive relating
 to the Employment, to the exclusion of all other warranties, representations
 made in good faith, undertakings and
 collateral contracts.

 
	
  

 	
  

 
	
 18

 	
 Notices

 
	
  

 	
  

 
	
  

 	
 Any notice under this Agreement
 shall be in writing and shall either be given personally or be sent by prepaid first class post by the
 Employer to the Executive at their home address notified to the
 Employer pursuant to Clause 2.1 or at any other last known UK residential
 address, or by the Executive to the Employer at its address stated above or
 its other last known address. Any notice
 sent by the Employer by post shall be deemed to have been received two business days after the date of
 posting.

 
	
  

 	
  

 
	
 19

 	
 Interpretation

 
	
  

 	
  

 
	
  

 	
 General

 
	
  

 	
  

 
	
 19.1

 	
 In this
 Agreement:

 
	
  

 	
  

 	
  

 
	
  

 	
 19.1.1

 	
 where the
 context permits, references to the singular shall include references to the plural and
 vice versa;

 
	
  

 	
  

 	
  

 
	
  

 	
 19.1.2

 	
 the Employer’s
 Staff Manual shall mean the current manual of the Employer entitled “People Policies and
 Practice”, as may be amended or replaced by the Employer from time to time at its sole and absolute discretion;

 
	
  

 	
  

 	
  

 
	
  

 	
 19.1.3

 	
 references
 to a Clause mean a Clause in this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
 19.1.4

 	
 Clause
 headings are inserted for convenience only and shall not affect the construction
 of this Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 Definitions

 
	
  

 	
  

 
	
 19.2

 	
 In this
 Agreement unless the context otherwise requires:

 













	
  

 	
  

 
	
  

 	
  “Board” means board of directors of the Employer or any
 duly authorised committee of the same;

 
	
  

 	
  

 
	
  

 	
  “Commencement Date” has the meaning given in
 Clause 1.3; 

 “Confidential Information” has the
 meaning given in Clause 7.1; 

 “Employment” has the
 meaning given in Clause 1.1; 

“FSMA
 Approval” has the meaning given in Clause 1.2. 

“Garden Leave Period” has the meaning
 given in Clause 9.1;

 
	
  

 	
  

 
	
  

 	
  “Group Company” means any of Lloyds Banking
 Group plc and its subsidiaries (as such terms are defined in the Companies
 Act 2006), and “Group” means all
 of them;

 
	
  

 	
  

 
	
  

 	
  “Intellectual Property Rights” means all intellectual
 property rights, and interests in or to intellectual property rights,
 which may subsist in any part of the world, including where such rights are or may be obtained
 or enhanced by registration, any registrations, applications for registrations and rights to apply for registration
 of such intellectual property rights;

 
	
  

 	
  

 
	
  

 	
  “Prospective Customer” means any person, firm or
 company which has been engaged in negotiations, with which the
 Executive has been personally involved, with the Employer or any other
 Group Company with a view to purchasing products or services from the Employer or
 any other Group Company during the period of 6 months prior to the Relevant Date;

 
	
  

 	
  

 
	
  

 	
  “Relevant Customer” means any person, firm or
 company which at any time during the 12 months prior to the Relevant
 Date was a customer of the Employer or any other Group Company, with whom or
 which the Executive dealt other than in a de minimis way or for whom or which
 the Executive was responsible in a supervisory or managerial capacity on behalf of
 the Employer or any other Group Company at any time during the said period;

 
	
  

 	
  

 
	
  

 	
  “Relevant Date” means (i) in the case of
 Clause 10.1.1 the earlier of the date the Executive gives notice to
 terminate his employment, the Termination Date or the date on which the
 Executive commences any Garden Leave Period; and (ii) in the case of Clauses 10.1.2 to 10.1.5 the Termination
 Date, or if earlier, the date on which the Executive commences any Garden Leave Period;

 
	
  

 	
  

 
	
  

 	
  “Relevant Services” products and services
 competitive with those supplied by the Employer or any other Group
 Company at any time during the 12 months prior to the Relevant Date in the
 supply of which the Executive was involved or concerned other than in a de
 minimis way at any time during the said period;

 
	
  

 	
  

 
	
  

 	
  “Relevant Supplier” means any person, firm or
 company which at any time during the 12 months prior to the Relevant
 Date was a supplier of any goods or services (other than utilities
 and goods or services supplied for administrative purposes) to the Employer
 or any Group Company and with whom or which the Executive had
 personal dealings during the Employment other than in a de
 minimis way;

 
	
  

 	
  

 
	
  

 	
  “Restricted Employee” means any person who is at
 the Relevant Date or was at any time during the period of 12
 months prior to the Relevant Date employed or engaged as a consultant in the
 Group in an executive or senior managerial capacity or who reported directly to
 the Executive and with whom the Executive has had dealings other than in a de
 minimis way during the course of the Employment;

 













	
  

 	
  

 
	
  

 	
  “Termination Date” means the date on which the
 Employment terminates; and

 
	
  

 	
  

 
	
  

 	
  “Work(s)” means any idea, method, discovery,
 invention, technical or commercial information,
 know-how, computer program, semiconductor chip layout, database, drawing, literary work, product, packaging, design,
 marketing concept, trade or service mark, logo, domain name and all similar works (whether
 registrable or not and whether copyright works or not) made, created, or developed by the Executive, either
 alone or with others, during the term of the Employment (whether in or
 outside the course of the Executive’s duties), which relates to, or is capable of being used in, the
 business of the Employer or any
 Group Company.

 
	
  

 	
  

 
	
 20

 	
 Governing Law and Jurisdiction

 
	
  

 	
  

 
	
  

 	
 This Agreement is governed by and
 will be interpreted in accordance with the law of England and Wales. Each of the parties submits to the exclusive
 jurisdiction of the English courts
 as regards any claim or matter arising under this Agreement.

 
	
  

 	
  

 
	
 EXECUTED by
 the Executive and a representative of the Employer duly and fully authorised
 by the Board of the Employer to enter into this Agreement on the first
 date mentioned above.

 




	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EXECUTED as a DEED by the 

 	
 

 	
  

 	
  

 
	
 Executive

 	
  

 	
  

 
	
 George Culmer 

 	
  

 	
  

 
	
 in the presence of:

 	
 Date:

 	
 1/3/12

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Witness’s signature

 	
 

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name 

 	
 NICHOLAS ANDREW DONOVAN

 	
  

 	
  

 
	
 Address

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Occupation

 	
 INSURANCE EXECUTIVE

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SIGNED on behalf of the Employer:

 	
 

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 in the presence of: