OTHER SECURITIES OF ANY CLASS OF ANY ONE COMPANY SHALL BE
SO HELD WITHOUT THE PRIOR SANCTION OF A RESOLUTION OF THE BOARD.
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11.2
THE EXECUTIVE SHALL COMPLY WITH:
11.2.1
EVERY RULE OF LAW;
11.2.2
THE RULES AND REGULATIONS OF THE NEW YORK STOCK EXCHANGE AND
THE U.S. SECURITIES AND EXCHANGE COMMISSION; AND
11.2.3
EVERY REGULATION OF THE COMPANY IN FORCE FROM TIME TO TIME
IN RELATION TO DEALINGS IN SHARES OR OTHER SECURITIES OF THE COMPANY OR ANY
GROUP COMPANY.
11.3
THE EXECUTIVE (ON BEHALF OF HIMSELF AND HIS AFFILIATES) COVENANTS
THAT HE SHALL NOT DEAL OR BECOME OR CEASE TO BE INTERESTED IN ANY SECURITIES OF
THE COMPANY, EXCEPT IN ACCORDANCE WITH ALL APPLICABLE LAW AND THE COMPANY'S CODE
FOR SECURITIES TRANSACTIONS BY DIRECTORS, AS AMENDED FROM TIME TO TIME.
11.4
SUBJECT TO ANY REGULATIONS ISSUED BY THE COMPANY, THE EXECUTIVE AND
HIS AFFILIATES SHALL NOT BE ENTITLED TO RECEIVE OR OBTAIN DIRECTLY OR INDIRECTLY
ANY DISCOUNT, REBATE OR COMMISSION IN RESPECT OF ANY SALE OR PURCHASE OF GOODS
EFFECTED OR OTHER BUSINESS TRANSACTED (WHETHER OR NOT BY HIM) BY OR ON BEHALF OF
THE COMPANY OR ANY GROUP COMPANY AND IF HE (OR ANY FIRM OR COMPANY IN WHICH HE
OR ANY AFFILIATE IS INTERESTED) SHALL OBTAIN ANY SUCH DISCOUNT, REBATE OR
COMMISSION HE SHALL ACCOUNT TO THE COMPANY OR THE RELEVANT GROUP COMPANY FOR THE
AMOUNT RECEIVED BY HIM (OR A DUE PROPORTION OF THE AMOUNT RECEIVED BY SUCH
COMPANY OR FIRM HAVING REGARD TO THE EXTENT OF HIS INTEREST THEREIN).
12
CONFIDENTIAL INFORMATION AND COMPANY DOCUMENTS
12.1
THE EXECUTIVE RECOGNISES THAT, WHILST PERFORMING HIS DUTIES FOR THE
COMPANY HE WILL HAVE ACCESS TO AND COME INTO CONTACT WITH TRADE SECRETS AND
CONFIDENTIAL INFORMATION BELONGING TO THE COMPANY AND/OR ANY GROUP COMPANY AND
WILL OBTAIN PERSONAL KNOWLEDGE OF AND INFLUENCE OVER ITS OR THEIR CUSTOMERS
AND/OR EMPLOYEES. THE EXECUTIVE THEREFORE AGREES THAT THE RESTRICTIONS SET OUT
IN THIS CLAUSE 12 ARE REASONABLE AND NECESSARY TO PROTECT THE LEGITIMATE
BUSINESS INTERESTS OF THE COMPANY AND THE GROUP BOTH DURING AND AFTER THE
TERMINATION OF THE EMPLOYMENT. THE EXECUTIVE SHALL NEITHER DURING THE EMPLOYMENT
(EXCEPT IN THE PROPER PERFORMANCE OF HIS DUTIES) NOR AT ANY TIME (WITHOUT LIMIT)
AFTER THE TERMINATION OF THE EMPLOYMENT DIRECTLY OR INDIRECTLY:
12.1.1
DIVULGE OR COMMUNICATE TO ANY PERSON, COMPANY, BUSINESS
ENTITY OR OTHER ORGANISATION;
12.1.2
USE FOR HIS OWN PURPOSES OR FOR ANY PURPOSES OTHER THAN
THOSE OF THE COMPANY OR ANY GROUP COMPANY; OR
12.1.3
THROUGH ANY FAILURE TO EXERCISE DUE CARE AND DILIGENCE,
CAUSE ANY UNAUTHORISED DISCLOSURE OF
ANY TRADE SECRETS OR CONFIDENTIAL INFORMATION (AS DEFINED BELOW) RELATING TO THE
COMPANY OR ANY GROUP COMPANY, PROVIDED THAT THESE RESTRICTIONS SHALL CEASE TO
APPLY TO ANY INFORMATION
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WHICH SHALL BECOME AVAILABLE TO THE PUBLIC GENERALLY OTHERWISE THAN THROUGH THE
DEFAULT OF THE EXECUTIVE.
12.2
"CONFIDENTIAL INFORMATION" SHALL MEAN THE NAMES OR ADDRESSES OR
OTHER SENSITIVE PERSONAL OR FAMILY DATA, TERMS OF BUSINESS AND/OR REQUIREMENTS
OF ANY EMPLOYEE,