CONTRACT OF EMPLOYMENT BETWEEN LUXFER HOLDINGS PLC AND Alok Maskara LUXFER HOLDINGS PLC Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE LUXFER GAS CYLINDERS LIMITED A member of LUXFER GROUP Anchora
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CONTRACT OF EMPLOYMENT BETWEEN LUXFER HOLDINGS PLC AND Xxxx Xxxxxxx LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX LUXFER GAS CYLINDERS LIMITED A member of LUXFER GROUP Anchora
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LUXFER HOLDINGS PLC SERVICE AGREEMENT THIS AGREEMENT BETWEEN (1) LUXFER HOLDINGS PLC (Company Registration No.3690830) whose registered office is at Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx X00 0XX (“the Company”), and (2) Xxxx Xxxxxxx of 0000 X.Xxxxxxx Xxxx, Xxxxxxxxx, XX 00000 XXX MEANING OF WORDS USED “Board”: the Board of Directors of Luxfer from time to time (including any committee of the Board duly appointed by it); “Change of Control”: has the meaning set forth in sub-clause 6.3.7. "Group Company": a holding company from time to time of the Company or any subsidiary or associated company from time to time of the Company or of any such holding company (for which purpose "holding company" and "subsidiary" have the meanings ascribed to them by Section 1159 of the Companies Xxx 0000 as amended by Section1160 from time to time and "associated company" means any company where any such holding company or subsidiary holds or controls more than 20% of the equity share capital); “Luxfer”: Luxfer Holdings PLC the ultimate holding company of the Company; “Luxfer Group” or “Group”: means the Group Companies whose ultimate holding company is Luxfer; “Person”: includes a body corporate and an unincorporated association of persons and references to a company include any body corporate. “Termination Date”: the date this Agreement terminates for any reason. RECITALS This Agreement contains the entire and only agreement and will govern the relationship between the Company and you from the Commencement Date in substitution for all previous agreements and arrangements (whether written, oral or implied) between the Company or any Group Company and you relating to your services all of which you agree by executing this Agreement will be deemed to have terminated by mutual consent with effect from the Commencement Date. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud. 1. APPOINTMENT, POSITION AND DURATION 1.1 You will be employed in the position as described in the schedule to this Agreement ("the Schedule"). You will be employed in this position, subject to the terms of this Agreement and to any subsequent mutually agreed variation in your position, until this Agreement is terminated in accordance with clause 15 below. 1.2 Your employment with the Company in the position set out in the Schedule shall be deemed to have commenced on the Commencement Date shown in the Schedule. LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT 1.3 You will if and so long as you are required by the Company carry out duties and/or act as director of the Company and/or a director, officer, or employee of any other Group Company. 1.4 You will be appointed as a director of the Company or any successor holding company of Luxfer Group. The Company is not obliged to ensure that you remain a director of that Company or successor holding company within the meaning of Section 250 of the Companies Xxx 0000, as amended from time to time, and your removal from the Board by a shareholders’ resolution if required by law or by any Group Company pursuant to a relevant Article of Association of the Company does not amount to a breach of this Agreement by the Company. 2. DUTIES 2.1 You shall perform such duties and exercise such powers as shall from time to time be reasonably and lawfully required of you in your position of Chief Executive Officer or such other duties as may be .required of you from time to time by the Board. 2.2 Nothing in this Agreement requires the Company to allocate any, or any particular, duties to you or to provide you with any facilities or opportunity to work. 2.3 In the performance of your obligations under this Agreement you are required at all times to obey such lawful instructions as may be given to you from time to time by the Board and to comply with all policies and procedures relating to equal opportunities, harassment, health and safety, bribery, competition and with all other rules and procedures introduced by the Company or Luxfer from time to time including but not limited to the Luxfer Group Code of Ethics and the Luxfer Group Xxxxxxx Xxxxxxx Policy. For the avoidance of doubt such rules, policies and procedures do not form a part of your contract of employment and are not incorporated by reference into this Agreement. They can be changed, replaced or withdrawn at any time at the discretion of the Company. Breach of any rules, policies or procedures may result in disciplinary action. 2.4 During the course of your employment you shall: 2.4.1 promptly make such reports to the Board of Luxfer in connection with the affairs of the Company and any Group Company on such matters and at such times as reasonably required; 2.4.2 report your own wrongdoing and any wrongdoing or proposed wrongdoing of any other employee or director of the Company or a Group Company to the Chairman of the Board or the Board as appropriate immediately on becoming aware of it; 2.4.3 consent to the Company monitoring and recording any use that you make of the Company’s electronic communication systems for the purpose of ensuring that the Company and Luxfer rules are being complied with and for legitimate business purposes; 2.4.4 comply with the requirements under both legislation and regulation as to the disclosure of inside information; 2.4.5 comply with the articles of association of the Company and any constitutional documents of any Group Company (as amended from time to time) of which you are a director or officer; 2.4.6 act as a director of the Company and carry out duties on behalf of any other Group Company including, if so required by the Board, acting as an officer or consultant of any such Group Company; 2.4.7 abide by any statutory, fiduciary or common-law duties to any Group Company of which you are a director; 2.4.8 do such things as are reasonable and necessary to ensure that you and any relevant Group Company comply with the UK and USA legislation rules including LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT but not limited to Companies Xxx 0000 Listing Rules the Market Abuse Regulation (596/2014/EU) and the UK Corporate Governance Code (as amended from time to time); 2.4.9 comply with all requirements, recommendations or regulations, as amended from time to time, of the NYSE or any regulatory authorities relevant to any Group Company and any code of practice, policies or procedures manual issued by the Company (as amended from time to time) relating to dealing in the securities of any Group Company; 2.4.10 neither commit or attempt to commit the criminal offence of insider dealing nor contravene Articles 14, 15 or 19 of the Market Abuse Regulation (Regulation 596/2014/EU); 2.4.11 comply with the Company’s anti-corruption and bribery policy and related procedures; 2.4.12 unless prevented by Incapacity, devote the whole of your time, attention and abilities to the business of the Company and any Group Company of which you are an officer or consultant; 2.4.13 faithfully and diligently exercise such powers and perform such duties as may from time to time be assigned to you by the Board together with such person or persons as the Board may appoint to act jointly with you; 2.4.14 comply with all reasonable and lawful directions given to you by the Board; and, 2.4.15 use your best endeavours to promote, protect, develop and extend the business of the Company and the Group; 3. HOURS OF WORK There are no fixed hours of work for this employment. You are required to work such hours as may be necessary for the proper performance of your duties. Normal office hours will be advised to you by the Company, but you will be expected to work additional hours and any time off in lieu is entirely at the Company's discretion and subject to the needs of the business. 4. EXPENSES You will be reimbursed for all out-of-pocket expenses reasonably and properly incurred by you in the performance of your duties under this Agreement in accordance with the ‘Luxfer Group UK Personal Expenses Manual’. A copy of this document can be obtained from the Luxfer Group Finance Department. On long-haul flights, you are expected to travel business class where that is available. First class rail travel and domestic US first class flights are acceptable, but you are encouraged to travel economy on short flights. For the avoidance of doubt this policy is not incorporated by reference into this Agreement and it may be changed, replaced or withdrawn at any time at the discretion of the Company. 5. LOCATION Your normal place of work will be the Company’s headquarters as specified in the Schedule. You are expected to have your business office there. You are free to decide on accommodation. It is recognised, however, that you will be based in the USA for the balance of 2017. You will, however, from time to time, be required to perform the duties hereunder at and from any of the Company's or Group Company’s premises and shall undertake such travel within the United Kingdom, USA, and overseas as the Company shall reasonably require. LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT 6. BENEFITS During the course of your employment you will receive the following:- 6.1 Basic Salary You shall be paid, with effect from the Commencement Date, a gross annual salary as described in the Schedule which will accrue from day to day and be payable by equal monthly instalments on the 15th day of each month direct to your bank account. Your remuneration shall be reviewed annually on or about the 1 January in each year (or such other date as the Board shall determine) in accordance with the requirements of the Remuneration Policy. The Company will be under no obligation to award an increase following a review of your remuneration, Your salary will be inclusive of any director’s fees to which you may be entitled as a director of the Company or any Group Company. 6.2. Bonus Scheme You will be entitled to participate in the Luxfer Group Management Bonus Scheme (“the Bonus Scheme”) with the minimum target of 100% of your annual salary (the “Target Bonus Opportunity”) and a maximum potential bonus of 150% of your annual salary (the “Maximum Bonus Opportunity”) (together the Target Bonus Opportunity and the Maximum Bonus Opportunity will be referred to as the “Total Bonus Opportunity”). Of the Total Bonus Opportunity of 150% of annual salary, a bonus of between 50% (at budget) and 100% (at stretch) of annual salary will be earned based upon achievement of Key Performance Indicators (“KPIs”) chosen by the remuneration committee of the Board. A bonus opportunity of 50% of annual salary will be earned based upon achievement of one to five personal or strategic objectives set by the Board. The Board is committed to setting reasonable and appropriate personal and strategic objectives for you every year, Bonus targets at budget and stretch for Group KPIs will be the same for you as for other senior executives. If Group profit is chosen as a personal or strategic objective the target will be the same as set for any other senior executives. Notwithstanding the foregoing, the portion of the Total Bonus Opportunity that is based upon personal or strategic objectives is not payable if the Company does not meet or exceed its budgeted profit threshold as set up by the remuneration committee. The current profit threshold is set at 90% of budget trading profit. Participation in the Bonus Scheme is otherwise subject to the rules of the Bonus Scheme which shall be reviewed from time to time and which may be amended or replaced in the Company's absolute discretion. The Company may alter the terms of any bonus targets or withdraw them altogether at any time without prior notice. No such review or alteration may directly or indirectly reduce the Target Bonus Opportunity or the Maximum Bonus Opportunity. Participation in or payments under any such Bonus Scheme for any year will not confer any right upon you to be paid a bonus the following year or subsequent years. Bonus payments are not pensionable. Bonus payments will be made in accordance with the Company’s bonus scheme as applied to all senior executives. With respect to the calendar year ending December 31st of 2017, your cash bonus will be calculated on basic salary actually paid in that calendar year. For purposes of the calendar year ending December 31st of 2017, the Board shall establish your personal and strategic objectives and identify the KPIs no later than 45 days after your commencement of employment. Notwithstanding anything herein to the contrary, no profit threshold shall apply for purposes of determining whether the bonus with respect to the calendar year ending December 31st of 2017 is payable (because you did not have any part in setting the budget). LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT (i) 30,000 RSUs that will become vested upon the attainment of EPS of $1.20 in any calendar year up to and including 2020. (ii) 40,000 RSUs that will become vested upon the attainment of EPS of $1.30 in any calendar year up to and including 2022. (iii) 50,000 RSUs that will become vested upon the attainment of EPS of $1.40 in any calendar year up to and including 2024. For this purpose, the EPS shall be the adjusted fully diluted earnings per share as reported consistently. In order for the RSUs to vest as described above, the Return on Capital Employed (“RoCE”) must equal or exceed 10% after tax in the calendar year for which the EPS achievement is measured. Shares obtained pursuant to this sub-clause 6.3.5 must be held for at least five years from the date of award of the RSUs. 6.3.6 In the event of a Change of Control, all unvested time-based equity awards will vest. Performance-based awards will be handled in line with the Remuneration Policy and the rules of the LTIP scheme, as applicable to a change of control scenario. The minimum holding period of five years will no longer apply. 6.3.7 For purposes of this Agreement, the term “Change of Control” shall mean the occurrence of any of the following: (i) one person (or more than one person acting as a group) acquires ownership of stock of the Company that, together with the stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation; provided that, a Change of Control shall not occur if any person (or more than one person acting as a group) owns more than 50% of the total fair market value or total voting power of the Company's stock and acquires additional stock; (ii) one person (or more than one person acting as a group) acquires (or has acquired during the twelve-month period ending on the date of the most recent acquisition) ownership of the Company's stock possessing 30% or more of the total voting power of the stock of such corporation; (iii) a majority of the members of the Board are replaced during any twelve- month period by directors whose appointment or election is not endorsed by a majority of the Board before the date of appointment or election; or; (iv) the Group has disposed of more than 40 percent of its assets and has no plan to reinvest the bulk of the proceeds in building the remaining businesses within eighteen months. 6.4 Pension Given restrictions on the amount that can be put into pension schemes by high earners in the UK, the Company will instead pay you a salary supplement as a percentage of basic salary (as shown in the Schedule) in lieu of any pension contributions. You are entitled to be a member of the Company's UK Defined Contribution Pension Scheme. The Company will comply with the employer pension duties in respect of contributions in accordance with Part 1 of the Pensions Xxx 0000. You may choose how much or how little, within the limits set in law, to pay into the Pension Scheme out of your salary supplement however, any salary supplement payments will be reduced by the level of contribution made by the Company in line with Part 1 of the Pensions Xxx 0000. The salary supplement and any pension contributions will not be counted as basic salary for any purpose. LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT 11.1 In the course of your employment you will acquire confidential information about the Company (and any Group Company) and its products, plans, systems and processes, customers and suppliers, including secret information of a technical nature as to the design, operation, specifications, costing and development of products. You will also have close contact with and knowledge of the Company's customers with whom you deal, and fellow employees. 11.2 You must at all times (whether during your employment or after it terminates) keep confidential, and must not, except with the express prior written permission of the Company or where necessary in the proper exercise of your duties, directly or indirectly use, disclose to any third party, including any employee of the Company not authorised to receive such information, or fail to keep properly secure from disclosure, all secret or confidential information of whatever kind that may have come to your knowledge during or as a result of your employment by the Company, including but without limitation information relating to the Company, its technical processes, business plans, finances, staff, customers, prospective customers, suppliers or products, information of a like kind relating to any Group Company, information which has been disclosed to the Company in confidence by a third party, and any other information of a kind that would usually be regarded as secret or confidential. 11.3 For the avoidance of doubt you will not, without limit of time, disclose to any other person, directly or indirectly, without the prior written permission of the Company or use for your own purposes or those of any other person any secret or confidential information about the Company, its products, business, customers, suppliers or employees, including without limitation:- i) the identity of and terms of business of any supplier of the Company; ii) the identity of any customer of the Company, and information as to products supplied to such customer, prices charged for any such products, and requirements and likely future requirements of such customer; iii) the design and constructions of any of the Company's processes or products or any proposed or potential process or product and any information as to the software systems, engineering specifications or manufacturing methods of any such product or proposed or potential product; iv) the Company's business plans and intentions including prospective acquisitions and development opportunities; v) any information disclosed in confidence to the Company by any third party; vi) any financial information including levels of salaries and other remuneration and benefits payable to individual employees of the Company; vii) any confidential information of a similar nature to the foregoing relating to any other Group Company; being in each case information which you have acquired in the course of or by reason of your employment with the Company. This clause 11 does not prevent you from disclosure or use of information which has at the time entered the public domain, otherwise than by your wrongful act or omission, or disclosure in obedience to an order of a court or tribunal of competent jurisdiction. The provisions of this clause 11 are without prejudice to your duties and obligations to be implied into this Agreement at common law. 11.4 Except in the proper course of your duties under this Agreement you will not remove from the Company or any Group Company premises or copy or allow others to copy the contents of any document, computer, data storage device, tape or other tangible item which contains confidential information or which belongs to the Company or any Group Company. LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT 11.5 You must not at any time make any untrue, misleading or disparaging statement relating to the Company or a Group Company. 11.6 Nothing in this clause shall be construed as preventing you from making a “protected disclosure” within the meaning of the Public Xxxxxxxx Xxxxxxxxxx Xxx 0000 as amended but you are advised to refer to the Company’s disclosure policy on the subject before doing so. 11.7 Any deliberate or culpable misuse or disclosure in breach of this clause will be treated as gross misconduct and may result in summary dismissal. 11.8 If you have been appointed a director of the Company or any Group Company at any time and if any circumstances should arise in which it becomes necessary for you to seek separate independent legal advice about your fiduciary responsibilities as a director of the Company or about any potential conflict between your duties owed to the Company and your duties owed to any Group Company, you shall comply with the Luxfer Board Resolution on independent professional advice for directors as amended from time to time a copy of which can be obtained from the Company Secretary of Luxfer. 12. COMPANY PROPERTY All notes, memoranda, drawings, designs, sketches formulae, computer software, prototypes or other equipment or materials (by whatever medium made kept or stored) concerning the business of the Company (or any supplier or customer of the Company) or Group Company as shall be made or received by you during the course of your employment shall be the property of the Company or the relevant Group Company and shall be surrendered by you to someone duly authorised in that behalf at the termination of your employment or on the request of the Company at any time during the course of your employment. 13. INTELLECTUAL PROPERTY 13.1 In this clause 13 “Intellectual Property” means any: i) concept, discovery, invention, process, procedure, development or improvement in process or procedure; ii) data, design, formula, model, plans, drawings, documentation, database, computer program or software (including related preparatory and design materials) whether registrable or not and whether or not copyright or design rights subsist in it; and iii) idea, method, information or know-how which is made, discovered, created or generated by you whether alone or with others and in the course of your employment which relates to or affects the business of the Company or any Group Company or which is capable of being used or adapted for use in connection with any such company. 13.2 Without prejudice to the provisions of the Patents Xxx 0000, the Copyright Designs and Patents Xxx 0000 and any other applicable legislation: 13.2.1 you must immediately disclose to the Company or the relevant Group Company full details of any Intellectual Property; 13.2.2 if the rights in the Intellectual Property belong to the Company or a Group Company or are capable of doing so, you will act as trustee for the Company or the relevant Group Company in relation to them; LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT (c) breached the Company’s or Luxfer’s anti-corruption and bribery policy or related procedures; or (d) become bankrupt or and enter into any arrangement or composition with creditors generally or; (e) resigned or vacated your office as a director of the Company or any Group Company otherwise than by agreement with or at the request of the Company or such Group Company; or (f) become of unsound mind ( which includes lacking capacity under the Mental Xxxxxxxx Xxx 0000, or a patient under any statute relating to mental health); (g) engaged in any conduct which, in the reasonable opinion of the Board, brings or has the potential to bring yourself or the Company or any Group Company into disrepute; (h) been found guilty of a breach of the requirements, rules or regulations as amended from time to time of the New York Stock Exchange, the FCA, the Market Abuse Regulation (596/2014/EU) and any directly applicable regulation made under that Regulation or any regulatory authorities relevant to any Group Company or any code of practice, policy or procedures manual issued by the Company (as amended from time to time) relating to dealing in the securities of the Company and any Group Company; (i) committed any serious or repeated breach or serious non-observance of any of the provisions of this Agreement or refused or neglected to comply with any reasonable and lawful directions of the Board; or (j) been, in the reasonable opinion of the Board, negligent and incompetent in the performance of your duties. 15.3 (i) Except in circumstance involving a Change of Control, which will entitle you to payment in accordance with clause 15.11, if the Company terminates this Agreement for any reason otherwise than pursuant to clause 15.2(ii), the Company will pay you, in lieu of the Notice Period to which you are entitled under the Schedule, a sum equal to your annual basic salary and Target Bonus Opportunity (together the “XXXXX”). In addition, all outstanding and unvested time-based awards will be vested immediately and transferred to you in a timely manner consistent with Government regulations. Performance based awards will be dealt with in line with the Company’s Remuneration Policy and LTiP rules. Your employment with the Company will end at the date of payment of the XXXXX and, following satisfaction of the terms of this clause 15.3(i), the Company will have no further liability under this Agreement. (ii) The Company reserves the right in the event of notice of termination by you under clause 15.1 and without giving any reason, to terminate your employment immediately (prior to the end of the Notice Period). If the Company exercises the right described in the previous sentence, the Company shall, in lieu of your Notice Period, (i) pay to you your basic salary for the Notice Period or outstanding balance thereof, (ii) immediately pay to you an amount equal to your Target Bonus Opportunity for the year in which the termination of employment occurs, and (iii) vest any unvested time-based awards that would have become vested during the Notice Period and transfer these to you in a timely manner consistent with Government regulations. Performance based awards will be dealt with in line with the Company’s Remuneration Policy and LTiP rules. Your employment with the Company will end at the date of payment of sums payable hereunder and, following satisfaction of the terms of this clause 15.3(ii), the Company will have no further liability under this Agreement. LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT (iii) Except in circumstance involving a Change of Control, which will entitle you to payment in accordance with clause 15.11, if the Company, without your consent, makes a material and adverse change to (a) your salary or other aspect of your remuneration package; and/or (b) your role or responsibilities as contemplated at the date of this Agreement, you will have the right to terminate your employment immediately, in which case the Company will pay you, in lieu of the Notice Period to which you are entitled under the Schedule, a sum equivalent to the amount that would fall due in the event of termination pursuant to clause 15.3(i). For the purposes of this clause 15.3(iii). Your employment with the Company will end at the date of such payment and, following satisfaction of the terms of this clause 15.3(iii), the Company will have no further liability under this Agreement. 15.4 At any time during the currency of notice of termination given by you under clause 15.1 the Company may exercise its rights under clause 15.3(ii) above for all or any part of the outstanding period of notice. 15.5 After notice of termination has been given by you pursuant to clause 15.1 and if the Company has not exercised its discretion under clause 15.3(ii), provided that you continue to be paid and enjoy your full contractual benefits until the end of the Notice Period, the Company in its absolute discretion without breaking the terms of this Agreement or giving rise to any claim against the Company or any Group Company for all or part of the Notice Period (as the case may be): (i) exclude you from the premises of the Company and/or any Group Company; (ii) require you to carry out specified duties (consistent with your status, role and experience) for the Company and/or any Group Company other than those referred to in clause 2 or to carry out no duties; (iii) announce to employees, suppliers and customers of the Company and/or any Group Company and the New York Stock Exchange or other applicable regulatory body that you have been given notice of termination or have resigned (as the case may be); (iv) instruct you not to communicate orally or in writing with suppliers, customers, employees, agents or representatives of the Company and/or any Group Companies until your employment under this Agreement has terminated. (v) (If you have been appointed a director of the Company or any Group Company at any time) request you to give notice resigning immediately without claim for the compensation (but without prejudice to any claim you may have for damages for breach of this Agreement): (i) as a director of the Company and all such Group Companies of which you are a director; and (ii) all trusteeships held by you of any pension scheme or other trusts established by the Company or any Group Company or any other company with which you have had dealings as a consequence of your employment with the Company. For the avoidance of doubt, your duties and obligations under clause 2 and, those to be implied into this Agreement at common law, continue to apply during any period of exclusion pursuant to this clause. 15.6 On commencement of any period of exclusion pursuant to clause 15.5 you will deliver up to the Company in accordance with clause 12 all property belonging to the Company or any Group Company. 15.7 During any period of exclusion pursuant to clause 15.5 you will not be entitled to accrue holiday. Any untaken holiday entitlement accrued up to the date of LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT commencement of leave should be taken during the leave period. You agree to notify the Company of any days or days during the exclusion period when you will be unavailable due to holiday and will endeavour to agree convenient holiday dates in advance with the Company. 15.8 Before and after termination of your employment, you will provide the Company and/or any Group Company with reasonable assistance regarding matters of which you have knowledge and/or experience in any proceedings or possible proceedings in which the Company and/or Group Company is or may be a party. If your employment with the Company has been terminated in accordance with clause 15.3, you will be compensated at a daily rate consistent with your basic salary in effect as of the notice of termination. 15.9 At any time after notice (including summary notice) to terminate this Agreement has been served or received by the Company, the Company may require you to (i) transfer, without payment, to the Company (or as the Company may direct) any nominee shareholdings provided to you by or held by you in or on behalf of any Group Company; and/or (ii) return to the Company on request any documents, computer disks and tapes and other tangible items in your possession or under your control which belong to the Company or any Group Company or which contain or refer to any confidential information; and/or (iii) delete all confidential information from any computer, disks, tapes or other re-usable material in your possession or under your control and destroy all other documents and tangible items in your possession or under your control which contain or refer to any confidential information; and/or (iv) resign immediately without compensation from any office that you hold in or on behalf of any Group Company; and/or (v) provide a signed statement that you have complied fully with your obligations under this clause 15.9 together with such reasonable evidence of compliance as the Company may request. If you fail to comply with clauses 15.9(i) and/or 15.9(ii) within seven days of being required, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any document or do anything necessary or requisite to effect such resignation(s) and/or transfer(s) (without prejudice to any claims which you may have against the Company arising out of this Agreement or its termination). 15.10 If your employment by the Company is terminated in connection with a Change of Control and: (i) you receive an offer of employment with any company concerned with such Change of Control (each a “Successor”); and (ii) the offer is for employment of a similar nature and on terms generally no less favourable than those of your employment under this Agreement (“Equivalent Position”); Then, except with respect to a termination described in clause 15.11, you shall have no claim against the Company in respect of the termination of your employment. 15.11 If your employment with the Company is terminated by the Company in connection with a Change of Control and you do not receive an offer of employment with an Equivalent Position (as described in clause 15.10), or your employment with the Company is terminated by the Company (or the Successor), otherwise than pursuant to clause 15.2 (ii), within two years following a Change of Control, then you will be entitled to a redundancy payment in line with the Company’s normal practice for senior executives (as at the date of this Agreement), but calculated using two-times your highest annual basic salary instead of basic salary. Outstanding but unvested time-based LTiP awards will vest immediately, while LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT which you had personal knowledge during the Relevant Period in the course of your employment hereunder; “Relevant Group Company” any Group Company (other than the Company) for which you have performed services under this Agreement or for which you had operational/management responsibility at any time during the Relevant Period; “Relevant Period” the period of 12 months immediately before the Termination Date or (where such provision is applied) the commencement of any period of exclusion pursuant to clause 16.2 if earlier; “Relevant Products or Products or Services with which sale or supply you Services” were directly concerned or connected or of which you had personal knowledge during the Relevant Period in the course of your employment hereunder; “Restricted Territory” any country in which the Company or any Group Company has a material interest in the sale or supply of Products or Services. 16.2 You will not without the prior written consent of the Company (such consent not to be unreasonably withheld) directly or indirectly and whether alone or in conjunction with or on behalf of any other person and whether as a principal, shareholder, director, employee, agent, consultant, partner or otherwise: 16.2.1 within the Restricted Territory for a period of twelve months from the Termination Date be engaged, concerned or interested in, or provide commercial or professional advice to, any other business which supplies Products or Services in competition with the Company or any Relevant Group Company PROVIDED that this restriction does not apply to prevent you from: (i) undertaking duties or activities which are materially different from those undertaken by you during the Relevant Period in the performance of your duties hereunder; or (ii) holding shares or other securities in any company which is quoted, listed or otherwise dealt in on a recognised investment exchange or other securities market and which confer not more than four per cent of the votes which could be cast at a general meeting of such company; 16.2.2 within the Restricted Territory for a period of twelve months from the Termination Date be engaged, concerned or interested in any business which at any time during the Relevant Period has supplied products or services to the Company or any Relevant Group Company or is or was at any time during the Relevant Period a Relevant Customer of the Company or any Relevant Group Company if such engagement, concern or interest causes or would cause the supplier to cease, alter or materially to reduce its supplies to the Company (or any Relevant Group Company as the case may be) or the Relevant Customer to cease or materially to reduce its orders or contracts with the Company or any Relevant Group Company; or 16.2.3 for a period of twelve months from the Termination Date so as to compete with the Company or any Relevant Group Company canvass, solicit or approach or cause to be canvassed, solicited or approached any Relevant Customer for the sale or supply of Relevant Products or Services or endeavour to do so; or LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT 28.2 If notice pursuant to clause 28.1 or 15.5(v) is not received by the relevant company within seven days of a request by the Company, the Company is irrevocably authorised to appoint a person to execute any documents and to do everything necessary to effect such resignation or resignations on your behalf. 28.3 Except with the prior written agreement of the Board, you will not during your employment under this Agreement voluntarily resign your office as a director of the Company or any Group Company and if you do so without the consent or concurrence of the Board, the Company will be entitled to terminate your employment pursuant to clause 15.2(e) or at the Company’s absolute discretion, to treat such resignation as notice of termination given by you to the Company pursuant to clause 15.1(i). 29 PAYMENTS MADE BY THE COMPANY AND AWARENESS OF US REGULATIONS 29.1 While payments under this contract will, in all probability, be made by a UK entity, the Company will, where applicable, take account of the various US regulations covering non- qualified deferred compensation (e.g. as required under s409A) when determining the appropriate timing of those payments. In his position as CEO, the employee will be well- placed to ensure that such discipline is followed. LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT Ref to THE SCHEDULE For : Xxxx Xxxxxxx Clause 1. POSITION Chief Executive Officer, Luxfer Group 1.1 rd 2. COMMENCEMENT DATE May 23 2017 (initially as CEO-Designate, to 1.2 become CEO on July 1st, 2017) 3. CONTINUITY OF EMPLOYMENT N/A 1.2 4. LOCATION Head Office, Salford, England 5 5. BASIC SALARY US$# 6.1 Target of #% of basic salary: #% of basic salary for hitting budget KPIs (with 6. ANNUAL CASH BONUS a max of #% for hitting stretch targets) 6.2 #% of basic salary for hitting personal or strategic objectives Total potential bonus is #% of basic salary 7. ANNUAL LTIP AWARD #x Basic salary in performance awards 6.3 8. PENSION ARRANGEMENTS Salary Supplement of #% of basic salary 6.4 9. PRIVATE MEDICAL INSURANCE Family membership of either the US or UK 6.6 company health care plans as possible and appropriate 10. CAR AND PERKS ALLOWANCE US$# 6.9 11. HOLIDAY ENTITLEMENT 25 days plus UK bank holidays 7.1 Twelve months if the notice period expires on or prior to the 12. NOTICE PERIOD: 4th anniversary of the Commencement Date 15.1 TO BE GIVEN BY EMPLOYEE 120 days if the notice period expires after the 4th anniversary of the Commencement Date 13. NOTICE PERIOD: 15.2(i) TO BE GIVEN BY EMPLOYER Twelve months NB: The Schedule is at all times to be read in conjunction with the Contract of Employment and in the event of conflict the latter shall prevail. LUXFER HOLDINGS PLC Xxxxxxxxx Xxxxxxx, 0 Xxxxxxxxx Xxxx, Xxxxxxx, X00 0XX May 17, 2017
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LUXFER HOLDINGS PLC SERVICE AGREEMENT This Agreement has been signed on behalf of the Company and executed and delivered as a deed by Xxxx Xxxxxxx on the date set out below Signed for and on behalf of Luxfer Holdings PLC: Director SIGNED: ………………………………………………………………………… NAME: ………………………………………………………………………… DATED: ………………………………………………………………………… Secretary SIGNED: ………………………………………………………………………… NAME: ………………………………………………………………………… DATED: ………………………………………………………………………… Executed and Delivered as a Deed by ---- ------- SIGNED: ………………………………………………………………………… NAME: ………………………………………………………………………… DATED: ………………………………………………………………………… WITNESSED BY: SIGNED: ………………………………………………………………………… NAME: ………………………………………………………………………… DATED: ………………………………………………………………………… LUXFER HOLDINGS PLC Anchorage Gateway, 5 Anchorage Quay, Salford, M50 3XE May 17, 2017