Severance Agreement, dated December 31, 2019, by and between Ensco Global Resources Limited and Patrick Carey Lowe

Ensco Global Resources Limited, (registered in England under no. 07098531) whose registered office is at 7 Albemarle Street, London, England, W1S 4HQ (“Company"); and

Patrick Carey Lowe (the "Executive").

The Parties acknowledge that the Executive has been employed by the Company since 18 August 2008.

In order to achieve certainty and finality, it is the intention of the Executive and the Company in entering into this Agreement that it shall operate to terminate the relationship between them and, in consideration of the settlement set out herein, provide a full and absolute and irrevocable release by the Executive of all current and future claims in any jurisdiction in connection with his employment whether or not he has knowledge of them, whether or not they are in the contemplation of the Parties and whether or not they exist in fact or law, as at the date of this Agreement.

This Agreement contains confidentiality provisions in Section B of Annex A, which are clear and specific as regards what the Executive is entitled to disclose, in full compliance with all legal and regulatory requirements.

In this Agreement:

all and any claims, costs, expenses or rights of action of any kind whatsoever or howsoever arising (whether statutory, contractual, at common law or otherwise) whether known or unknown to the Parties, whether or not existing in fact or in law at the time of this Agreement and whether or not they are or could be in the contemplation of the Parties at the time of this Agreement (and whether arising in the United Kingdom or in any other country in the world) that he may have now or in the future against the Company or any Affiliate or any of their officers, shareholders or employees relating to or arising directly or indirectly out of or in connection with his employment prior to the Termination Date, the termination of his employment with the Company or any other matter whatsoever outstanding on the Termination Date, including but not limited to any claim relating to or arising out of any directorships or other offices with the Company or any Affiliate or their termination (the "Specified Matters"); and

any claim which the Executive may otherwise have for: breach of contract (including wrongful dismissal); unfair dismissal; detrimental treatment or dismissal relating to a protected disclosure; redundancy; unlawful deduction from wages; holiday pay; equal pay; unlawful discrimination, harassment or victimisation on grounds of age, disability (including discrimination arising from disability and failure to make reasonable adjustments), gender reassignment, marriage and civil partnership, race, religion or belief, sex or sexual orientation; personal injury; and any breach of (a) the right to be accompanied under the Employment Relations Act 1999; (b) the Employment Rights Act 1996 (or any regulations made under that Act); (c) the Trade Union and Labour Relations (Consolidation) Act 1992; (d) the Working Time Regulations 1998; (e) the National Minimum Wage Act 1998; (f) the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000; (g) the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002; (h) the Information and Consultation of Employees Regulations 2004; (i) the Transnational Information and Consultation of Employees Regulations 1999; (j) the Protection from Harassment Act 1997; (k) the Data Protection Act 2018; (l) the Occupational and Personal Pension Scheme (Consultation by Employers and Miscellaneous Amendment) Regulations 2006; (m) the Pensions Act 2008; and (n) the General Data Protection Regulation (Regulation (EU) 2016/679), as regards a claim for damages for any breach which occurred prior to the date of this Agreement, and any legislation, order or regulation implementing such regulation (the "Specified Claims").

The waiver in Section 7 shall not extend to: (a) any claims by the Executive to enforce the terms of this Agreement; or (b) any claim for any latent personal injury attributable to the Executive’s employment with the Company of which the Executive is unaware, and of which he could not reasonably be expected to be aware, as at the date of this Agreement.

having taken independent legal advice from the Adviser, he has notified the Company in writing of all and any actual or potential claims (whether at the date of this Agreement or in the future) he may have against the Company or any Affiliate or any of their employees, officers or shareholders and he has no other complaints whatsoever against the Company in relation to the Specified Matters including, without limitation, the Specified Claims;

he shall not continue, institute or commence any claims, actions or proceedings before any court or Employment Tribunal whatsoever arising out of or in connection with his employment with the Company or its termination or otherwise, and he undertakes that neither he nor anyone acting on his behalf will present or issue such a claim; and

as at the date of this Agreement he has not committed any act or made any omission which might amount to a repudiatory breach of his terms and conditions of employment (or which would be a breach of this Agreement,

section 203(3) of the Employment Rights Act 1996;

section 147(3) of the Equality Act 2010;

section 14 of the Employment Relations Act 1999;

section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992;

regulation 35(3) of the Working Time Regulations 1998;

section 49(4) of the National Minimum Wage Act 1998;

regulation 9 of the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000;

regulation 10 of the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;

regulations 39 and 40 of the Information and Consultation of Employees Regulations 2004;

regulations 40 and 41 of the Transnational Information and Consultation of Employees Regulations 1999;

paragraphs 12 and 13 of the schedule to the Occupational and Personal Pension Scheme (Consultation by Employers and Miscellaneous Amendment) Regulations 2006; and

section 58(5) of the Pensions Act 2008.

Severance Benefits. Without prejudice to Section 3 of this Agreement, the Executive shall receive the following Severance Benefits:

Cash Severance. By way of compensation for the termination of his employment but without any admission of liability, the Company will make a payment to the Executive of USD $2,300,000, subject to any necessary deductions for income tax and social security contributions, by electronic transfer to the account nominated by the Executive for payroll purposes, no later than thirty (30) days after the later of:

the Termination Date; and

receipt by the Company’s General Counsel of a copy of this Agreement (including this Annex A) signed by the Executive, together with the Adviser's certificate in Appendix 1 to this Agreement signed by the Adviser.

Cash Bonus. A cash amount, payable on the date in March 2020 when such bonus amounts relating to the 2019 calendar year are otherwise payable to similarly situated employees of the Company, equal to the Executive’s bonus under the Cash Incentive Plan (“ECIP”) based on the actual achievement of applicable performance metrics. Any bonus paid shall be paid subject to any necessary deductions for income tax and social security contributions and the Executive waives any further rights to any bonus payment under the ECIP. For the avoidance of doubt, the Executive shall not be entitled to bonus relating to any calendar year after the 2019 calendar year.

Tax Assistance: The Company shall pay for the cost associated with the preparation of the Executive’s tax returns and the resolution of any tax issues that may result from payment received as a result of the Executive’s employment with the Company in the United Kingdom in the same manner and to the same extent that the Company provides this benefit to other executives of the Company. It is the Executive’s responsibility to file returns and provide any required documentation on a timely basis to comply with U.S. expatriate tax laws as well as the tax laws of the United Kingdom. The Company shall neither be responsible nor reimburse the Executive for any penalties or interest assessed to or incurred by the Executive resulting from or attributable to the Executive’s failure to timely file any return or timely provide any required information or documentation. Notwithstanding anything herein to the contrary, the third party tax services provided in this Section will only apply with respect to taxes due on payments and other compensation the Executive has received and will receive from the Company and will apply to: (i) any tax periods in which the Executive has received or will receive any such payments or other compensation from the Company and (ii) any tax periods in which the Executive is subject to taxation in the United Kingdom in respect of his employment with the Company.

Restrictive Covenants

In consideration for payment of USD $56,000 (subject to deduction of income tax and National Insurance contributions) (“RC Payment”), the Executive represents to, and covenants with or in favor of the Company and any Affiliate, that:

the Executive will comply with all post-termination restrictive agreements, policies or covenants that apply to, or cover, the Executive, including, without limitation, those regarding Confidential

the Executive will comply with all of the Company’s policies, standards and procedures covering the Executive as an employee, officer or director of the Company or any Affiliate; and

the Executive will comply with Section C of this Annex A.

Confidentiality

During the course of the Executive’s employment with the Company, the Company has or will (1) disclose or entrust to the Executive, and provide the Executive with access to, Confidential Information, (2) place the Executive in a position to develop business goodwill belonging to the Company, and (3) disclose or entrust to the Executive business opportunities to be developed for the Company.

The Executive acknowledges that Confidential Information has been and will be developed or acquired by the Company through the expenditure of substantial time, effort and money and provides the Company with an advantage over competitors who do not know or use the Confidential Information. The Executive further acknowledges and agrees that the nature of the Confidential Information obtained during his employment would make it difficult, if not impossible, for the Executive to perform in a similar capacity for a business competitive with the Company without disclosing or utilising Confidential Information.

During and following the Executive’s employment by the Company, the Executive shall hold in confidence and not directly or indirectly disclose, use, copy or make lists of any Confidential Information, except to the extent necessary to carry out his duties on behalf of the Company. Subject to Section B-6 of this Annex A below, and only insofar as the Executive is permitted to do so (if such compulsion has been requested by any regulatory or governmental authority or body), the Executive agrees to give the Company notice of any and all attempts to compel disclosure of any Confidential Information within one (1) business day of being informed that such disclosure is being, or will be, compelled. Such written notice shall include a description of the Confidential Information to be disclosed, the court, government agency, or other forum through which the disclosure is sought, and the date by which the Confidential Information is to be disclosed, and shall contain a copy of the subpoena, order or other process used to compel disclosure. For the avoidance of doubt, the provisions of this subsection shall not apply to (a) any disclosure or use authorised by the Company or required by applicable law and (b) any information that is or becomes generally available to the public (other than as a result of the Executive’s unauthorised disclosure).

This confidentiality covenant shall be in addition to, and not limit or restrict in any way, any other confidentiality agreement or other post-employment covenant between the Executive and the Company.

“Confidential Information” means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Company or any Affiliate for the time being confidential to the Company or the relevant Affiliate, and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or any Affiliate or any of their business contacts, including in particular (by way of illustration only and without limitation): (i) information relating to the business of exploring, acquiring, developing, exploiting and disposing of oil and natural gas resources (regardless of when conceived, made, developed or acquired); (ii) information relating to the business or prospective business, current or projected plans or internal affairs of the Company or any Affiliate; (iii) information relating to the current or prospective marketing or sales of any products or services of the Company or any Affiliate, including non-public lists of customers' and suppliers' names, addresses and contacts; sales targets and statistics; market share and pricing information; marketing surveys; research and reports; non-public advertising and promotional material; strategies; and financial and sales data; (iv) information relating to any actual or prospective business strategies of the Company or any Affiliate; (v) information relating to any actual acquisitions, investments or corporate opportunities or prospective acquisition, investment targets or corporate opportunity; (vi) know-how, trade secrets, unpublished information relating to the Company’s or any Affiliate’s intellectual property and to the creation, production or supply of any products or services of the Company or any Affiliate; (vii) information to which the Company or any Affiliate owes an obligation of confidence to a third party (including, without limitation, customers, clients, suppliers, partners, joint venturers and professional advisors of the Company or any Affiliate); and (viii) other commercial, financial or technical information relating to the business or prospective business of the Company or any Affiliate, or to any past, current or prospective client, customer, supplier, licensee, officer or employee, agent of the Company or any Affiliate, or any member or person interested in the share capital or assets of the Company or any Affiliate, and any other person to whom the Company or any Affiliate may provide or from whom they may receive information which is confidential or commercially sensitive and is not in the public domain (whether marked confidential or not).

The Executive confirms that all writings, records, and other documents and things comprising, containing, describing, discussing, explaining, or evidencing any Confidential Information, and all equipment, computers, mobile phones, components, manuals, parts, keys, tools, and the like, and any other property in the Executive’s custody, possession or control that have been obtained by, prepared by, or provided to, the Executive by the Company or any Affiliate in the course or scope of his employment with the Company (or any Affiliate) shall be and remains the exclusive property of the Company (or any Affiliate, as applicable), shall not be copied and/or removed from the premises of the Company or any Affiliate, except in pursuit of the business of the Company or any Affiliate, and shall be delivered to the Company or any Affiliate, as applicable, without the Executive retaining any copies or electronic versions, by the Termination Date.

To the extent permissible by law or regulatory requirements and to the extent such information is not in the public domain, the Executive and the Company agree to keep the circumstances leading to the termination of the Executive’s employment and the terms (but not the existence) of this Agreement entirely confidential.

The Executive shall refrain from, either orally or in writing, any criticisms or disparaging comments about the Company, any Affiliate or any of their directors, officers or employees, or in any way relating to his employment or separation from employment with the Company. The Executive further agrees that he will not take any action which could reasonably be expected to damage the reputation or be detrimental to or otherwise critical of the Company or any Affiliate or any of their directors, officers or employees. The Company shall, with effect from the Termination Date, use reasonable endeavors to instruct the executive officers and/or directors of the Company to refrain (subject to any legal or regulatory requirements) from any criticisms or

The restrictions contained in this Section B of this Annex A will not apply to the Executive:

making a disclosure in relation to which he receives specific prior consent from the Company in accordance with Section B-7 of this Annex A such consent not to be unreasonably refused or delayed;

making a protected disclosure within the meaning of Part IVA of the Employment Rights Act 1996 (commonly known as “whistleblowing”). For the avoidance of doubt and as a non-exhaustive summary only, a disclosure is protected for these purposes if:

the Executive has a reasonable belief that the disclosure is made in the public interest and the relevant information disclosed indicates there is, has been, or is likely to be, a criminal offence, a breach of a legal obligation, a miscarriage of justice, danger to the health and safety of an individual or damage to the environment - or that any such matter has been or is likely to be deliberately concealed; and

the disclosure is made to an appropriate body, including but not limited to a regulator or legal adviser;

disclosing information for the purpose of seeking legal, medical or professional advice (provided that the Executive uses reasonable endeavours to ensure that those professional advisers are subject to a duty of confidentiality as regards that disclosure);

disclosing information which is in or has come into the public domain other than through an unauthorised disclosure by the Executive;

in respect of the facts leading up to termination or the terms of this Agreement only, disclosing information to the Executive’s spouse, civil partner or partner (provided that the Executive uses reasonable endeavours to ensure that they agree to keep the information confidential);

in respect of the facts leading up to termination or the terms of this Agreement only, disclosing information to the Executive’s recruitment consultant or a prospective employer to the extent necessary to discuss his employment history; or

If the Executive has any queries in relation to Section B-6 of this Annex A, or in order to seek consent for the purposes of Section B-6(a), these should be directed to the General Counsel of the Company.

The Parties are aware that the Executive may create or have created or make or made Company Works, Company Inventions and Company IPR, during the course of his employment and duties with the Company and that all Company Works, Company Inventions and Company IPR were vested in and owned by the Company immediately upon their creation.

To the extent that such rights did not or do not vest immediately in the Company:

the Executive hereby agrees to assign to the Company all of the Executive’s right, title and interest in the Company Works, Company Inventions and Company IPR free of charge subject to the Patents Act 1977; and

the Executive hereby assigns to the Company all future copyright, database rights and rights in designs in the Company Works and Company Inventions.

The Executive shall promptly disclose to the Company full details of any Company Works, Company Inventions and Company IPR and shall render all possible assistance to the Company both in obtaining and in maintaining such Company IPR and shall forthwith and from time to time, at the request and expense of the Company, do all things and execute all documents necessary or desirable to give effect to the provisions of this Section C of Annex A.

The Executive shall not, either before or after the Termination Date (unless the same shall have become public knowledge), make public or disclose any Company Works or Company Inventions or give any information in respect of it except to the Company or as the Company may direct.

The Executive hereby irrevocably and unconditionally waives, in favour of the Company, its licensees and successors in title any and all moral rights conferred on the Executive by Chapter IV of Part I of the Copyright, Designs and Patents Act 1988 in relation to all Company Works (existing or future).

In this Section C, the following terms have the following meanings:

This Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, but shall not be effective until each Party has executed at least one counterpart.

Each counterpart shall constitute an original of this Agreement, but all the counterparts shall together constitute but one and the same instrument.

This Agreement may be executed by faxed or emailed copies.

Notwithstanding that this Agreement is marked "without prejudice" and "subject to contract" it shall when signed by all Parties become binding and open.

This Agreement (including for the avoidance of doubt this Annex A) shall be governed by and construed under English law and each of the Parties hereby irrevocably agrees for the exclusive benefit of the Company that the Courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

This Agreement (including for the avoidance of doubt this Annex A) may be amended or modified only by a written instrument identified as an amendment hereto that is executed by both Parties.

This Agreement (including for the avoidance of doubt this Annex A) sets forth the entire agreement of the Parties and fully supersedes and replaces any and all prior agreements, promises, representations, or understandings, written or oral, between the Company (and any Affiliate) and the Executive that relates to the subject matter of this Agreement, other than any terms of employment of the Executive that are expressed to survive termination and have not been terminated by this Agreement. The Executive acknowledges that in executing this Agreement, the Executive does not rely, and has not relied, upon any oral or written representation, promise or inducement by the Company and/or any Affiliate or any of their officers, shareholders or employees, except as expressly contained in this Agreement.

A Party’s waiver of any breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any later breach of the same or any other provision hereof by such Party.

Should any provision of this Agreement (including for the avoidance of doubt this Annex A) be declared or be determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, all remaining provisions of this Agreement shall otherwise remain in full force and effect and be construed as if such illegal, invalid, or unenforceable provision has not been included herein.

Wherever appropriate to the intention of the Parties, the respective rights and obligations of the Parties hereunder shall survive any termination or expiration of this Agreement.

In accordance with the Contracts (Rights of Third Parties) Act 1999, only the Executive, the Company and any Affiliate and any director, officer, employee or shareholder thereof may enforce this Agreement. The consent of only the Parties is required for the variation or termination of this Agreement, even if that variation or termination affects the benefits conferred on any third party.

I am a solicitor of the Senior Courts of England and Wales holding a current practising certificate.

I have advised Patrick Carey Lowe of the terms and effect of this Agreement and, in particular:

I am not acting (and have not acted) in relation to this matter or any other matter for the Company or any Affiliate.

There is currently in force a policy of insurance covering the risk of a claim by Patrick Carey Lowe in respect of loss arising in consequence of the advice I have given.