0001144204-12-038550 Sample Contracts

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TERMINATION AGREEMENT between Elster Group SE, Frankenstraße 362, 45133 Essen (in the following the "Company") and Mr. Simon Beresford-Wylie, (Mr. Beresford- Wylie and the Company together the "Parties")
Termination Agreement • July 9th, 2012 • Elster Group SE • Measuring & controlling devices, nec

Subject to the approval of the Administrative Board (Verwaltungsrat) of the Company, the Company and Mr. Beresford-Wylie agree that Mr. Beresford-Wylie shall cease to be Chief Executive Director and Managing Director ("geschäftsführender Direktor") of the Company with effect as of the end of the date on which the competent court has appointed new members of the Administrative Board of the Company upon the filing of an application by Mr. Beresford-Wylie as provided for, and in accordance with, Section 9.5 of the Investment Agreement concluded between the Company, Melrose PLC and a wholly- owned subsidiary of Melrose PLC on 28 June 2012, such Investment Agreement setting out the principal terms and conditions and mutual understanding of the parties to the Investment Agreement in connection with the intended US tender offer by the subsidiary of Melrose PLC regarding the ordinary shares and ADS of the Company (the "Termination Date"). Mr. Beresford-Wylie hereby undertakes to comply with th

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