34
II.—PRIVATE FIRMS AND COMPANIES.
of the Partnership Certificates to be allotted to the different classes. The
total nominal amount of the Partnership Certificates allocated to each
class by the last preceding clause may from time to time be varied by the
Trustees, with the consent of the Holder of the Majority Shares of the
Company (provided that by so doing the nominal amount of any Partnership
Certificates for the time being issued and outstanding be not
diminished).
“9. In determining the nominal amount of a Partnership Certificate
which may be issued to an employee, the Trustees shall have a discretion
to allot any nominal amount from £1 to the maximum nominal amount
specified in the Tables, provided it be a multiple of £1, and the Trustees
shall be guided in their determination strictly in accordance with the
merits of the applicants, and without consideration of precedent or the
nominal amount of any Partnership Certificate that shall have been
allotted to any other applicant.
“ 10. The Partnership Certificates held by any director or employee
shall be cancelled : —-“
(i.) In the case of a director, if he shall in the opinion of the Holder
of the Majority Shares of the Company, or in the case of an
employee, if he shall in the opinion of the Trustees be guilty
of neglect of duty, dishonesty, intemperance, immorality, wilful
misconduct, flagrant inefficiency, disloyalty to his employers, or
breach of his undertaking not to waste time, labour, materials,
or money in the discharge of his duties, but to loyally and
faithfully further the interests of the Company and its Associated
Companies to the best of his skill and ability, and
whether or not he shall resign or be discharged from his employment
in consequence thereof. Any employee whom the Trustees
shall consider guilty shall be entitled to have his case considered
by the Committee before being finally dealt with by the Trustees,
and any employee may appeal from the decision of the Trustees
to the Holder of the Majority Shares of the Company, whose
decision shall be final and binding. The procedure specified in
Clause 5 hereof, as to the reference to the Committee, the
decision of the Trustees and the appeal therefrom, shall, so far
as applicable, be followed in any proceeding under this subclause.
“ (ii.) If the employment of a director or employee shall cease, if a
man before he attains the age of 65 years, or if a woman before
she attains the age of 60 years, by voluntary retirement or
resignation and not owing to permanent incapacity to work
caused by ill-health.
“ (iii.) If the director or employee, being a man, shall attain the age
of 65 years, or being a woman shall attain the age of 60 years,
and shall retire, whether upon his or her own initiative or upon
the request of the Company or an Associated Company.
“ (iv.) If the director or employee shall die or shall from any other
cause, save those hereinbefore specified in this clause, cease to
be a director or employee.
“ (v.) If during the life of the director or employee any act or event
shall happen whereby the Partnership Certificates held by him
under the Scheme, if belonging absolutely to him, would become
vested in or charged in favour of some other person or
corporation.
“11. In the event of the employment of a director or employee ceasing
for any cause other than those specified in sub-clauses (i.) and (ii.) of the
last preceding clause, or in the event of such director or employee dying
leaving a widow, then such former director, employee, or widow (as
the case may be) shall be entitled to receive from the Trustees a Preferential
Certificate in exchange for the Partnership Certificates held by
such former director or employee at the time of the termination of his
employment. The nominal amount of such Preferential Certificate shall
be either 10 times the average dividends paid in respect of the former
director or employee’s Partnership Certificates during the three preceding
