Letter Agreement between Martin Flanagan and Invesco Ltd., dated February 28, 2023

1.Your role as President and Chief Executive Officer of the Company will conclude on June 30, 2023 (your “Transition Date”). You will also resign from the Board of Directors of the Company on your Transition Date.

2.You will remain an employee of the Company until December 31, 2023 (your “Retirement Date”). Commencing on your Retirement Date and concluding December 31, 2024, you will become a consultant to the Company pursuant to the consulting agreement attached hereto as Exhibit A (the “Consulting Agreement”).

3.Commencing upon your Transition Date and until December 31, 2024, you will

(a)be the “Chairman Emeritus” of the Company; and

(b)provide advice and guidance to the Company’s CEO and, as requested by the CEO or his designees, work with key partners globally and help to ensure a smooth leadership transition, and perform such other duties as requested by the CEO.

4.As compensation for the services described in Paragraph 3 and in respect of your retirement, you will

(a)receive your current base salary until your Retirement Date and, as set forth in Paragraph 10 hereof, the ability to participate in health and welfare benefits plans and programs. The salary payments are in lieu of any form of notice you or the Company is required to give and each of you and the Company waive any such provision;

(b)receive pro-rated cash incentive compensation of $6,980,000 for the period of January 1, 2023 to your Transition Date, which will be paid in February 2024 in accordance with the Company’s annual incentive compensation payment cycle;

(c)in respect of your equity awards scheduled to vest on February 28, 2023, receive (i) full vesting of your time-based equity awards, and (ii) vesting in accordance with the results of the performance criteria for your performance-based equity awards;

(d)receive as of July 15, 2024 accelerated vesting of all of your remaining unvested equity awards (including the equity awards otherwise scheduled to vest February 28, 2024), with vesting of all remaining performance-based awards being at 100% of the performance criteria;

(e)from your Transition Date until December 31, 2024, be provided with (i) an executive-level office and administrative assistance at the Company’s headquarters in Atlanta, Georgia, and (ii) Company-related use of the Company’s private aircraft (if not otherwise in use); and

(f)from your Transition Date through your Retirement Date, be provided with personal use of the Company’s private aircraft (if not otherwise in use) with the cost of such personal use being reimbursed by you to the Company.

5.The payments and actions referenced in Paragraph 4 are conditioned upon (i) your execution of the Discretionary Vesting Agreement shortly before your Retirement Date, in the form attached hereto as Exhibit B and (ii) until your Retirement Date, your continued cooperation to ensure a smooth and comprehensive transition of all your duties, responsibilities and outstanding items to the CEO of the Company and other employees of the Company the CEO may designate from time-to-time.

6.The Consulting Agreement will provide that you will receive a fee of $395,000 in respect of the consulting services you will provide during calendar year 2024, which will be paid in monthly installments.

7.You will not receive any severance payments from the Company since you are retiring from the Company.

8.In the event of your death or disability prior to your Retirement Date, the Company will pay promptly after such event all amounts owing under Paragraph 4(a) through 4(d) of this Agreement to your estate as if you had served as an employee with the Company until your Retirement Date.

9.The Company will apply standard tax and other applicable withholdings to the payments made to you pursuant to this Agreement.

10.You and your covered dependents will continue to have the ability to participate in health and welfare benefits plans and programs generally available for US employees until your Retirement Date. For three months post your Retirement Date, you and your covered dependents existing health care benefits coverage for which you are enrolled will continue in effect at your expense. Thereafter, you and your covered dependents will be eligible for COBRA coverage at your expense for 18 months. The Company will work with you on any questions about your benefit arrangements and

will identify which benefits will cease on your Retirement Date and which may be portable if you would like to continue these at your expense.

11.By accepting the benefits contained in this Agreement, you and the Company agree that effective on the date of this Agreement, the Second Amended and Restated Master Employment Agreement dated April 1, 2011, between you and Invesco Ltd. is terminated with no further obligations or liabilities on the part of you or the Company.

12.By accepting the benefits contained in this Agreement, you covenant that

(a)during your continued employment with the Company, you will not serve as an officer, director, partner, employee, agent, consultant or independent contractor of any third-party organization (other than charitable organizations and those organizations you are currently associated with) without the prior written consent of the CEO of the Company; and

(b)for a period of twenty-four (24) months from your Retirement Date, you will not serve as an officer, director, partner, employee, agent, consultant or independent contractor of any company listed on Exhibit C to this Agreement without the prior written consent of the CEO of the Company.

13.In the event of any conflict between the terms of this Agreement, the Discretionary Vesting Agreement and the Consulting Agreement, on the one hand, and your equity award agreements, on the other hand, the provisions of this Agreement, the Discretionary Vesting Agreement and the Consulting Agreement, as applicable, shall control.

14.You understand and agree that (i) the failure to fulfill the terms, conditions, covenants and agreements set out herein, in the Discretionary Vesting Agreement, in the Consulting Agreement, and in your equity award agreements or (ii) your failure to abide by the policies of the Company during your continued employment and such failure potentially causing reputational harm to the Company may cause the Company to cease any further payments called for herein, to recover any payments already made herein, and to pursue any claims it deems appropriate.

    THIS CONSULTING AGREEMENT (the “Agreement”) is entered into as of January 1, 2024 (“Effective Date”) by and between Invesco Ltd., a Bermuda company, with a business address at 1331 Spring Street N.W., Atlanta, Georgia 30309 (“Company” or “Invesco”) and Martin L. Flanagan, an individual resident of Georgia (“Vendor”). NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Vendor will provide advice and guidance to the Chief Executive Officer of the Company (the “CEO”) and, as requested by the CEO or his designees, work with key partners globally and perform such other duties as requested by the CEO (the “Services”).

The Agreement will commence on the Effective Date and expires on December 31, 2024 (the “Term”).

3.01    Fee. Company shall pay to Vendor a fee of $32,917.00 per month during the Term (the “Fees”).

    3.02    Reimbursable Expenses. In addition to the Fees described in Section 3.01 above, Company shall reimburse Vendor for the actual costs and expenses he incurs (“Reimbursable Expenses”) that are actually incurred and reasonably required for Vendor to perform the Services.

    3.03    Tax Reporting. Vendor shall be responsible for filing any and all required state or federal income and self-employment tax returns with respect to the compensation paid to Vendor under this Agreement, and for paying such taxes. Vendor acknowledges and agrees that the Company will make no deduction from payments to Vendor for federal or state tax withholdings, social security, unemployment, workers’ compensation or disability insurance.

4.01    Other Activities. During the Term, Vendor agrees that he will not serve as an officer, director, partner, employee, agent, consultant or independent contractor of any third-party organization (other than charitable organizations and those organizations Vendor is currently associated with at the commencement of the Term) without the prior written consent of the CEO of the Company.

4.02    Non-Competition. For a period of twenty-four (24) months after the end of the Term, Vendor agrees that he will not serve as an officer, director, partner, employee, agent, consultant or independent contractor of any company listed on Exhibit A to this Agreement without the prior written consent of the CEO of the Company.

4.03    Nonrecruitment; Nonsolicitation. Vendor agrees that, during the Term and for six (6) months after the end of the Term, he will not, directly or indirectly, individually or in concert with any other person or entity (a) recruit, induce or attempt to recruit or induce any employee of the Company with whom Vendor worked or otherwise had Material Contact (as defined below) during his prior employment with the Company or during the Term to leave the employ of the Company or otherwise lessen that party’s affiliation with the Company, or (b) solicit, divert, take away or attempt to solicit, divert or take away any then-current or proposed client or customer of the Company with whom Vendor had Material Contact during his prior employment with the Company or during the Term for purposes of offering, providing or selling investment management products or services offered by the Company at the date of Vendor’s termination of employment

with the Company or during the Term. For purposes of this provision, Vendor had “Material Contact” with an employee if, either during his prior employment with the Company or during the Term, (i) Vendor had a supervisory relationship with the employee, or (ii) Vendor worked or communicated with the employee on a regular basis; and Vendor had “Material Contact” with a current or proposed client or customer if, either during his prior employment with the Company or during the Term, (iii) Vendor had business dealings with the current or proposed client or customer on behalf of the Company, or (iv) Vendor supervised or coordinated the dealings between the Company and the current or proposed client or customer.

5.01    Works. All of the results and proceeds of Vendor's Services hereunder including without limitation, all ideas, processes, inventions, technologies, writings, designs, formulas, schedules and reports, and any and all derivatives thereof or any inventions or creations, whether conceived by Vendor alone or in conjunction with others (collectively, “Works”), shall be considered, to the extent applicable, as a work made for hire under the United States Copyright Act of 1976, with Company being deemed the author of the Works. Vendor acknowledges that under the terms of this Agreement, all such Works, all elements thereof (including development of research materials) and all rights related thereto are the sole and exclusive property of Company, its successors and assigns, absolutely, for all copyright terms and renewal terms, throughout the world, and for all uses and purposes whatsoever.

    5.02    Right to Assign. Anything in this Agreement to the contrary notwithstanding, the Works may be used by Company, and its successors and assigns for any purpose, and Company may freely assign and/or transfer the Works to any successor or otherwise.

6.01    Confidential Information. Vendor acknowledges that all non-public, confidential, or proprietary information, data, materials, records, notes, drafts, and any other documents or materials disclosed by Company to Vendor, or which come to Vendor’s attention during the course of performing the Services, regardless of whether such information is owned by the Company, Company’s clients, Company’s employees or agents or other third parties who have provided their information to Company, including, without limitation, information gathered or compiled by Vendor (collectively “Confidential Information”), constitute a valuable asset of, a trade secret of and are proprietary to, Company. All Confidential Information is, or shall be, and shall remain the property of Company. Vendor agrees not to: (a) use or disclose, either directly or indirectly, to any third parties for any purpose except to fulfill his obligations hereunder, or (b) commercially exploit any such Confidential Information. This provision shall survive the expiration or termination of this Agreement for as long as the information in question retains its status as Confidential Information. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the Company. Upon request by Company at any time, Vendor shall (1) promptly return to Company all or any part of the Confidential Information and (2) erase or destroy all or any part of the Confidential Information in Vendor’s possession, in each case to the extent so requested by Company.

6.02    Policies and Procedures of the Company and Applicable Laws. Vendor will comply with all Company policies (including the Company’s Code of Conduct) and procedures governing safety, security and data protection. Vendor shall comply with all federal, state and local statutes, ordinances or codes that may apply to the performance of the Services.

6.03    Breach; Enforceability. Vendor agrees that any breach of any the provisions of this Article VI or of Article IV (collectively, the “Protective Covenants”) will result in irreparable damage and injury to the Company, and that the Company will be entitled to injunctive relief in a court of competent jurisdiction to enforce these provisions without the necessity of posting any bond. Vendor also agree that he will be responsible for all damages incurred by the Company due to any breach of the Protective Covenants, and that the Company will be entitled to have Vendor pay all costs and attorneys’ fees incurred by the Company in enforcing such Protective Covenants. The Company’s rights under this Section 6.03 are in addition to, and not in lieu of, any recoupment obligations that Vendor may owe to the Company under this or any other Agreement with the Company. Vendor acknowledges that the terms and scope of the Protective Covenants

are reasonable, and Vendor agrees that he will not, in any proceeding, assert the unreasonableness of the terms or scope of the Protective Covenants or the consideration given for the Protective Covenants. Vendor and the Company agree that, if any portion of the Protective Covenants is deemed to be unenforceable because any of the provisions are deemed too broad, the Protective Covenants can be enforced in part, or an enforceable term can be substituted for an unenforceable term, or this Agreement can otherwise be modified in a manner that will enable the enforcement of the Protective Covenants to the maximum extent permitted under applicable law.

7.01    Assignment. Vendor shall not assign this Agreement without the prior written consent of Company, which consent may be given or withheld in Company’s sole and absolute discretion. Subject to the preceding sentence, this Agreement shall be binding upon the parties, and their successors and assigns.

7.02    Governing Law; Arbitration. This Agreement and any disputes hereunder shall be governed by the laws of the State of Georgia, without giving effect to choice of laws principles. Any and all disputes, claims and controversies between Vendor and the Company arising out of or relating to this Agreement, or the breach thereof, including any breach of the Protective Covenants, will be resolved by binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association; provided, however, that nothing herein shall preclude Company from seeking temporary, preliminary, or interlocutory injunctive or other equitable relief in a court of competent jurisdiction in connection with Vendor’s breach or threatened breach of any of the Protective Covenants, or preclude any court from making preliminary findings of fact in connection with granting or denying such temporary, preliminary, or interlocutory injunctive relief pending arbitration. The arbitration shall take place in Atlanta, Georgia. The arbitrator shall have no authority to award punitive damages. The award of the arbitrator shall be final and judgment thereon may be entered in any court having jurisdiction.

7.03    Waivers. Failure by either party hereto to require performance or to claim a breach of any provision of this Agreement shall not be construed as a waiver of any right arising out of this Agreement, including the right to require subsequent performance or to contest any subsequent breach.

7.04    Severability. In the event that any portion of this Agreement is in violation of any statute or public policy, then only the portion of this Agreement that violates such statute or public policy shall be stricken. All portions of this Agreement that do not violate such statute or public policy shall continue in full force and effect. Further, any court order striking any portion of this Agreement shall modify the stricken terms to give as much affect as permissible to the written intention of the parties under this Agreement.

7.05    Independent Contractor Relationship. In performing the Services under this Agreement, Vendor performs as an independent contractor and not as an employee or agent of Company or in any capacity other than an independent contractor.

7.06    Entire Agreement. This Agreement (including the exhibit attached hereto) constitutes the entire agreement between the parties pertaining to the subject matter herein. All prior and contemporaneous agreements, representations and understandings of the parties, oral or written, are superseded by and merged into this Agreement. No supplement, modification or amendment to this Agreement shall be binding unless in writing and executed by both parties hereto. Anything in this Agreement to the contrary notwithstanding, nothing in this Agreement shall impact the Retirement Agreement between Vendor and the Company or the Discretionary Vesting Agreement between Vendor and the Company, both of which shall remain in full force and effect in accordance with their terms.

7.07    Survival of Obligations. The respective obligations of Vendor and Company under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of the Agreement shall survive termination, cancellation or expiration.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

By: __________________________            ________________________________

Name: ________________________

Title: _________________________            Date: ___________________________

Date: _________________________