Employment Agreements

“Termination Date” the date this Agreement terminates for any reason.

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.

within the meaning of Section 250 of the Companies Act 2006, as amended from time to time, and that 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.

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.

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. 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avoidance of doubt this policy is not incorporated by reference into this Agreement and it may be changed, replaced or withdrawn at any time at the discretion of the Company. Breach of this policy may result in disciplinary action.    

5.    LOCATION

Your normal place of work will be the Company's premises as specified in the Schedule.

You may, however, be required on a temporary basis and from time to time to perform the duties hereunder at and from any of the Company's or Group Company’s premises in the United Kingdom and shall undertake such travel within the United Kingdom and overseas as the Company shall reasonably require. It is understood and agreed by you that you may be required to perform duties outside the United Kingdom (but not reside outside the United Kingdom, other than for the reasonable conclusion of these duties).

6.    BENEFITS

During the course of your employment you will receive the following:-

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 15^th day of each month direct to your bank account.

Your remuneration shall be reviewed annually by the Chief Executive of Luxfer on behalf of the Company on or about the 1 January in each year or such other date as the Chief Executive of Luxfer in his sole discretion shall determine. Neither the Company nor the Chief Executive of Luxfer shall be under any obligation to award an increase following a review of your remuneration.

If you have been appointed as a director of the Company or a Group Company at any time, 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.

You will be entitled to participate in the discretionary Luxfer Group Management Bonus Scheme (“the Bonus Scheme”). Participation in the Bonus Scheme is subject to the rules of the Bonus Scheme which shall be reviewed from time to time and which may be amended, replaced or withdrawn in the Company's absolute discretion. Within three months of a particular "bonus year" commencing, the Company or the Chief Executive of Luxfer on its behalf will write to you with details of the targets (normally related to business performance, primarily against annual targets for the profitability and cash generation of the MEL Chemicals division of the Luxfer Group and also elements of Luxfer Group performance ) which must be achieved for a bonus to become payable and which has a maximum bonus opportunity in your case as specified in the Schedule. The Company may alter the terms of any bonus targets or withdraw them altogether at any time without prior notice. 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. Any payments are conditional on the Company being satisfied with your conduct and performance up to the date of payment, are purely discretionary and shall not form part of your contractual remuneration under this Agreement.

6.3    Shareholding

Given restrictions on the amount that can be put into pension schemes by high earners in the UK, the Company will pay you a salary supplement as a percentage of basic salary in lieu of pension contributions. You are entitled to be a member of the Company's UK Defined Contribution Pension Scheme, but no additional company contributions will be made. You may choose how much or how little to pay into the Pension Scheme out of your salary supplement. The salary supplement will not be counted as basic salary for any purpose.

During your employment you will be entitled to participate at the Company's expense in the UK life assurance scheme (subject at all times to its rules which may change from time to time). This currently provides life cover of eight times earnings, half of which is intended to compensate for the lack of a spouse’s pension in the defined contribution Pension Scheme or salary supplement arrangements. These insurance policies are written under trust and you should provide the trustees with an ‘expression of wish’ form to inform them of your preferences as to the disposition of any pay-out. Beneficiaries are restricted to immediate family / household members.

For its own benefit, the Company has a 24 hour accident insurance arrangement which will provide either three times or five times annual salary (depending on the circumstances) in the event of your accidental death, or where you sustain specific permanently disabling injuries whilst on the Company’s business. The benefits under the policy in respect of you are payable to the Company. However, the Company may at its sole discretion make payment to you of some or all of the benefits received by it under the policy in accordance with any wishes expressed by you in an ‘expression of wish form’. This, and the above, form can be obtained from the Company’s Pensions Manager and should be completed and returned as soon as possible after you join the Company.

6.6    Medical and Dental Insurance

You are entitled to participate, at the Company’s expense, in the Luxfer Group Corporate Health Care Scheme, subject to the rules of the Scheme for your benefit and your wife and all dependant children under the age of 21, or under 25 if in full time education. You are also entitled to participate at the Company’s expense in the Luxfer Group Corporate Dental Scheme, subject to the rules of the Scheme for your benefit and your wife only.

6.7    Annual Medical Examination

In addition you are encouraged to have an annual medical examination for which the Company will pay.

6.8    Insurance Schemes

Any insurance scheme or policy which is provided for your benefit is subject to the Company's right to alter the terms of cover provided or any term of the scheme or policy from time to time. Benefits under any insurance scheme shall be subject to the rules of that scheme and the terms of any applicable insurance policy and are conditional on you complying with and satisfying any applicable requirements of the insurers. Copies of these rules and policies and particulars of the requirements as amended from time to time shall be provided to you on request. The Company shall not have any liability to pay any benefit to you under any insurance scheme unless it receives payment of the benefit from the insurer under the scheme and shall not be responsible for providing you with any benefit under an insurance scheme in the event that the relevant insurer refuses for whatever reason to pay or provide or to continue to pay or provide that benefit to you.

While you hold a valid driving licence, the Company shall at your option in accordance with the ‘Senior Executive Car Policy’:

The Company will pay the costs of maintaining, taxing, repairing and insuring the company car. The Company shall reimburse you fully for all properly incurred expenses in connection with the business use of the company carin accordance with ‘Luxfer Group UK Personal Expenses Manual’ as amended from time to time.

Use of the company car shall, at all times, be subject to the Luxfer Group Work Related Road Safety Handbook in force from time to time. In particular you shall take good care of your company car and ensure that the provisions and conditions of any policy of insurance relating to it are observed in all respects. You shall notify the Company immediately of any accident involving your company car in which you are involved in the course of your duties and of any charge brought against you for a motoring offence. You shall keep a record of all persons who use your company car with permission pursuant to the Luxfer Group Work Related Road Safety Handbook and the date upon which they use it and you shall provide such information to the Company immediately on request. On the termination of your employment, you are required to return your company car together with all keys and relevant documentation to the Company at its principal place of business or as otherwise directed by the Company;

OR

The Company shall reimburse you in respect of fuel costs for business miles at the Company's business mileage rate in accordance with ‘Luxfer Group UK Personal Expenses Manual’

Use of your own car shall be subject to the Senior Executive Car Policy’ and the Luxfer Group Work Related Road Safety Handbook in force from time to time. In addition and in particular you shall take good care of your car and ensure that the provisions and conditions of any policy of insurance relating to it are observed in all respects.

You shall immediately inform the Company if you are disqualified from driving and you shall cease to be entitled to receive the car allowance or reimbursement of fuel expenses under this sub-clause 6.9.2.

7.    HOLIDAYS

year will lead to forfeiture of any accrued holiday not taken without any right to payment in lieu of it.

8.    SICKNESS BENEFIT

Any payments made under this clause will include any Statutory Sick Pay payable and when it is exhausted will be reduced by Social Security Sickness Benefit or other benefits recoverable by you (whether or not recovered). For the avoidance of doubt your right to receive Company sickness payments will not prejudice or in any way limit the Company’s right to terminate your employment pursuant to this Agreement.

9.    DEDUCTION FROM PAY

10.    Exclusivity of Service

Executive of Luxfer and/or the Company Secretary of the Company or Luxfer as appropriate in writing of any financial or other beneficial interest in outside activities whether as principal, partner, director, sole trader or otherwise. Failure to disclose such interest will be considered by the Company to be gross misconduct.

11.    CONFIDENTIALITY AND INTEGRITY

i)    the identity of and terms of business of any supplier of the Company;

iv)    the Company's business plans and intentions;

v)    any information disclosed in confidence to the Company by any third party;

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.

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 Act 1977, the Copyright Designs and Patents Act 1988 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;

13.2.3    if requested by the Company or a Group Company whether during your employment or after the Termination Date you will at the expense of the Company or the relevant Group Company do everything necessary (including executing documents) to:

i)    protect all current and future rights in the Intellectual Property (by applying for letters patent or other appropriate form of protection) in the United Kingdom or any other part of the world;

ii)    vest, transfer or assign such protection or right as the case may be to the Company or the relevant Group Company or its nominee with full title guarantee and the right to sue for past infringement and recover damages; and

iii)    to provide all reasonable assistance as the Company or the relevant Group Company may require to obtain, maintain or enforce rights to the Intellectual Property;

13.2.4    you hereby irrevocably and unconditionally waive in favour of the Company or the relevant Group Company the moral rights conferred on you by the Copyright Designs and Patents Act 1988 (and all similar rights in other jurisdictions) in respect of any Intellectual Property right in which the copyright is vested in the Company or the relevant Group Company under this clause or otherwise;

13.2.5    you hereby agree not to publish or disclose to any third party any information regarding Intellectual Property or do anything which may prejudice any patent or protection of Intellectual Property.

14.    EXECUTION OF DOCUMENTS AND ATTORNEY

You hereby irrevocably authorise the Company or the relevant Group Company to appoint a person to execute any documents and to do everything necessary to effect your obligations under clause 13 on your behalf.

15.    TERMINATION

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.

experience in any proceedings or possible proceedings in which the Company and/or Group Company is or may be a party.

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).

then you shall have no claim against the Company in respect of the termination of your employment

16    RESTRICTIONS FOLLOWING TERMINATION

16.1    In this clause 16 the following expressions have the following meanings:

16.2You 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:

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;

17.    NOTICES

Any notice given under this Agreement shall be deemed well served if when addressed to the Company it be left at the address identified in this Agreement or be sent by first class post addressed to that address, or if when addressed to you it be served personally or be sent by first class post addressed to you at the usual or last known address and in case of service by first class post the date of service shall be the date following the date of posting.

18.    DATA PROTECTION

    

19.    RELEVANT LAW

20.    OVERRIDING LEGISLATION

This Agreement is subject to any overriding legislation.

21.    HEADINGS

The headings to the clauses of this Agreement are for convenience of reference only and shall not affect the meanings or construction of anything herein contained.

22.    ASSIGNMENT

The benefit and burden of this Agreement shall devolve upon and be enforceable by and against not only the Company but also its assignees.

23.    EFFECT OF TERMINATION

The expiration or termination of this Agreement shall not operate to affect any provisions contained in this Agreement, which are specifically expressed such as to operate or have effect after this Agreement has terminated.

24.    GRIEVANCE

You may refer any grievance to the Company by written submissions in accordance with the Company's Grievance Procedure.

To the extent that statute allows for this the Company’s Grievance Procedure is not incorporated by reference into this Agreement and therefore does not form part of your contract of employment.

25.    DISCIPLINARY PROCEDURE

To the extent that statute allows for this the Company’s Disciplinary Procedure is not incorporated by reference into this Agreement and therefore does not form part of your contract of employment.

Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999

27.    STATUTORY INFORMATION

The terms set out in this Agreement include those required to be included in a statement of the terms of your employment under section 1 and 2 of the Employment Rights Act 1996, and this Agreement is therefore also the statement required to be given to you. In order to meet the statutory requirements the Company is required to give particulars of any collective agreements applicable to your employment: there are no such collective agreements applicable by your employment.

28    RESIGNATION AS A DIRECTOR

 

This Agreement has been signed on behalf of the Company and executed and delivered as a deed by Graham Wardlow on the date set out below

Signed for and on behalf of Magnesium Elektron Limited:

Director

Signed: …………………………………………………………………………

Name: …………………………………………………………………………

Dated: …………………………………………………………………………

Secretary

Signed: …………………………………………………………………………

Name: …………………………………………………………………………

Dated: …………………………………………………………………………

Executed and Delivered as a Deed by Graham Wardlow

Signed: …………………………………………………………………………

Name: …………………………………………………………………………

Dated: …………………………………………………………………………

Witnessed by:

Signed: …………………………………………………………………………

Name: …………………………………………………………………………

Dated: …………………………………………………………………………