Directors’ Remuneration Report continued The Group’s policy towards exit payments allows for a variety of circumstances whereby an Executive Director may leave the business. The Remuneration Committee reserves the right to determine exit payments other than those set out below, where appropriate and reasonable in the circumstances to do so, including where an Executive Director leaves by mutual agreement. The Remuneration Committee may decide to pay some or all of the Executive Director’s legal fees in relation to the termination. In all circumstances, the Remuneration Committee does not intend to reward failure and will make decisions based on the individual circumstances. The Remuneration Committee’s objective is that any such agreements are determined on an individual basis and are in the best interests of the Company and shareholders at the time. The provisions in section (1) and (2) below summarise the termination and payments for loss of office provisions pursuant to Mr Gachechiladze’s service agreement with BOGG and the Bank respectively. The Remuneration Committee retains the discretion to apply different notice, termination and payment for loss of office provisions to incoming Executive Directors. (1) Termination of BOGG PLC service agreement Where the service agreement is to be terminated on notice, BOGG may put Mr Gachechiladze on garden leave and continue to pay his cash salary under the BOGG service contract provided that any accrued and unused holiday entitlement shall be deemed to be taken during the garden leave period. BOGG may terminate Mr Gachechiladze’s employment early with immediate effect and without notice or pay in lieu of notice in the case of, among other circumstances, his dishonesty, gross misconduct, gross incompetence, conviction of an offence (other than traffic- related where a non-custodial penalty is imposed) or becoming of unsound mind. BOGG may also terminate the agreement with immediate effect by payment in lieu of notice, in which case the payment in lieu of notice shall be of his basic salary only. (2) Termination of Bank service agreement Termination reason Separation payments Vesting and lapse of awards Termination by the Bank for cause. Accrued but not yet paid: salary, Any unvested awarded deferred share dividends (or equivalent amounts), salary and discretionary deferred shares benefits and expenses. as at the date when the Executive Director ceases to be an Executive Director shall lapse (unless the Remuneration Committee determines otherwise). Termination by the Bank As above but with a leaving allowance Any unvested awarded deferred share without cause. and severance payment constituting salary and discretionary deferred shares the immediate monetary value of as at the date when the Executive Director no less than four months’ salary. ceases to be an Executive Director shall continue to vest in the normal way during the respective vesting period(s). Termination by the Chief Executive As per termination of the Bank Any unvested awarded deferred share Officer for good reason. without Cause. salary and discretionary deferred shares shall vest immediately. Termination by the Chief Executive Upon serving four months written Any unvested awarded deferred share Officer without good reason. notice, as per termination of the salary and discretionary deferred shares Company for Cause. as at the date when the Executive ceases to be an Executive Director shall lapse (unless the Remuneration Committee determines otherwise). In addition to the vesting and lapse provisions above, in certain circumstances, including if the Executive Director terminates by reason of death or there is a change of control, unvested deferred share salary and discretionary deferred shares shall vest immediately (subject to NBG requirements otherwise). If the Executive Director is not offered a new service contract upon substantially the same terms or continued Board membership at the end of his or her service contract or the Executive Director terminates due to injury, disability, redundancy or retirement, unvested deferred share salary and discretionary deferred shares will continue to vest in the normal way during the respective vesting period(s). 140 Annual Report 2018Bank of Georgia Group PLC