EX-10.16



 Exhibit 10.16 

 
 



 
  
  

 

									
		 		 		 		 	 Kofax Plc
 15211 Laguna Canyon
Road
 Irvine, CA 92618-3603

USA
 TEL: 949 727-1733

FAX: 949 727-3144

www.kofax.com


 23 February 2011 
 Wade W. Loo 
 1 Rebecca Lane 
 Atherton, CA 94027 
 Re: Appointment as Non-executive Director 

Dear Mr. Loo: 
 With effect from
3 February 2011, the board of Kofax plc (the “Company”) has appointed you as non-executive director. I am writing to set out the terms of your appointment. It is agreed that this is a contract for services and is not a contract of
employment. 
 Appointment 

Your appointment will be for an initial term of three years commencing on 3 February 2011, unless otherwise terminated earlier by and at the
discretion of either party upon six months’ written notice. Continuation of your contract of appointment is contingent on satisfactory performance and re-election at forthcoming AGMs. Non-executive directors are typically expected to serve two
three-year terms, although the board may invite you to serve an additional period. 
 Time Commitment 

Overall we anticipate a time commitment of one to two days per month after the induction phase. This will include attendance at approximately eight board
meetings per annum (either physically or by conference call) and the AGM. In addition, you will be expected to devote appropriate preparation time ahead of each meeting. 
 By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. The agreement of the chairman should be sought before accepting
additional commitments that might impact on the time you are able to devote to your role as a non-executive director of the Company. 
 Role

 Non-executive directors have the same general legal responsibilities to the Company as any other director. The board as a whole is
collectively responsible for the success of the Company. The board: 
  

	 	•	 	 provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed;



  

	 	•	 	 sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives,
and reviews management performance; and 


  

	 	•	 	 sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.











 Wade W. Loo 
  Page
 2
 of 3 
  

 All directors must take decisions objectively in the interests of the Company. 

In addition to these requirements of all directors, the role of the non-executive director has the following key elements: 

 

	 	•	 	 Strategy. Non-executive directors should constructively challenge and help develop proposals on strategy; 



 

	 	•	 	 Performance. Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the
reporting of performance; 


  

	 	•	 	 Risk. Non-executive directors should satisfy themselves on the integrity of financial information and that financial controls and systems of
risk management are robust and defensible; and 


  

	 	•	 	 People. Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role
in appointing, and where necessary removing, executive directors and in succession planning. 


 Fees 

You will be paid a fee of US$80,000 gross per annum which will be paid monthly in arrears and which will be subject to an annual review by the board The
Company will reimburse you for all reasonable and properly documented expenses you incur in performing the duties of your office. It is agreed that reasonable expenses include business class air travel. 

Outside interests 
 It is accepted and
acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the
chairman and company secretary as soon as apparent. 
 Confidentiality 
 All information acquired during your appointment is confidential to the Company and should not be released, either during your appointment or following termination (by whatever means), to third parties
without prior clearance from the chairman. 
 Your attention is also drawn to the requirements under both legislation and regulation as to the
disclosure of price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the chairman or company secretary. 

Induction 
 The Company will promptly
provide a comprehensive, formal and tailored induction. 
 Review process 
 The performance of individual directors and the whole board and its committees is evaluated annually. If, in the interim, there any matters which cause you concern about your role you should discuss them
with the chairman as soon as is appropriate. 








 Wade W. Loo 
  Page
 3
 of 3 
  

 Insurance 
 The Company has directors’ and officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment. 

Independent professional advice 

Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it
will be appropriate for you to seek advice from independent advisers at the Company’s expense. The Company will reimburse the full cost of expenditure incurred in accordance with its policy. 

Committees 
 This letter refers to your
appointment as a non-executive director of the Company. You will also serve as member of the Audit Committee, as defined within the terms of reference of that committee. The above-mentioned fee also covers these additional responsibilities.

 Please confirm your acceptance of this appointment by signing the duplicate original of this letter and returning it to the company
secretary. 
  

							
	Yours sincerely,	 		  		  	
		
	



	  	
	Greg Lock	 		  		  	
	Chairman	 		  		  	
	Kofax plc	 		  		  	
				
	I accept the terms of this letter.	 		  		  	
				
	 /s/ Wade W. Loo
	 		  	 3/4/2011
	  	
	Wade W. Loo	 		  	Date	  	








 ANNEX 
 MATTERS RESERVED TO THE BOARD OF DIRECTORS: 

 

	A.	MANAGEMENT STRUCTURE AND APPOINTMENTS 


 

	•	 	 Appointment/removal of Chief Executive Officer (CEO) 


  


	•	 	 Other appointments to/removals from Company Board (both exec and non-exec, including Company Secretary) 



 

	•	 	 Determination of non-exec director remuneration 


  

	•	 	 Appointment/removal of members of the Executive Management Team and other direct reports to the CEO 



 

	•	 	 Adoption and amendment of Standing Committee Terms of Reference 



 

	•	 	 Appointment of Audit Committee Chair and Members 


  

	•	 	 Appointment of Remuneration Committee Chair and Members 



 

	•	 	 Appointment of Nominating Committee Chair and Members 



 

	•	 	 Appointment/removal of Auditors and other advisors to the Board 



 

	•	 	 Company Board and CEO succession planning, training and development (based on recommendations of Nominating Committee) 



 

	•	 	 Agreement with the Remuneration Committee on policy for remuneration of Executive Management Team 



 

	•	 	 Discretionary delegation of powers to ad hoc Committees 



 

	•	 	 Appointment of ad hoc Committee Chair and Members and Terms of Reference 



 

	•	 	 Determination of matters referred to Company Board by Committees 



 

	B.	STRATEGY AND POLICY 

  

	•	 	 Annual approval of Company Strategic Plan and Annual Operating Budget 



 

	•	 	 Approval of mid-term changes to Operating Budget 


  

	•	 	 Purchase/Relinquishment of D&O Liability Insurance Coverage 



 

	•	 	 Approval of and Amendment to Model Share Dealing Code 



 

	•	 	 Annual
review1 of Risk and internal control: overall approach to
assessing risk and control systems (short-term management may be delegated to Audit Committee) 


  

	C.	RECURRENT TRANSACTIONS 

  

	•	 	 Approval of Accounts 


  

	•	 	 Approval of Announcements to Stock Exchange 


  

	•	 	 Establishment of Share Option schemes and grants under such schemes (granting authority may be delegated to and exercised by the Remuneration
Committee) 


  

	•	 	 Establishment of Pension Schemes 


  

	•	 	 Changes to capital structure and approval of payment of dividends 



 

	1 	 Para C.2.1 of the Combined Code refers – the annual review is not intended to be delegable from the full board under the Combined Code.











	•	 	 Issue or transfer of shares in Company or its subsidiaries to third parties (i.e. other than in respect of share option schemes)



  

	•	 	 Convening of General Meetings 


  

	•	 	 Approval of Circulars to Shareholders/ancillary documentation 



 

	D.	AD HOC TRANSACTIONS 

  

	•	 	 Terms of acquisition/disposal or part disposal of subsidiaries, business or assets greater than EUR 250k. 



 

	•	 	 Establishment of new subsidiaries 


  

	•	 	 Approval of borrowing/finance facilities of EUR 1 MM or more 



 

	•	 	 Pledge of assets as security for borrowing of EUR 500k or more 



 

	•	 	 Approval of guarantees to financiers/suppliers for liabilities of EUR 500k or more 



 

	•	 	 Approval of contracts with term exceeding one year and financial impact exceeding EUR 500k 



 

	•	 	 Initiate litigation for recovery of EUR 250k or more or settlement of claims against the Company of more than EUR 250k. 



 

	•	 	 Expenditures in excess EUR 250k per annum (outside of budget) 



 

	•	 	 Approval of all transactions with related parties or connected persons 



 

	•	 	 Approval of contracts other than on arm’s length terms or outside the ordinary course of business