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 Partner ship 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 Asso ciated Companies to the best of his skill and ability, and whether or not he shall resign or be discharged from his employ ment 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 sub clause. “ (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 Pre ferential 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