<PAGE>

                                                               Exhibit 4.5


THIS AGREEMENT is made the 20th day of October 2000 and sets out the terms and
conditions of employment between ENODIS plc ("the Company") whose registered
office is at Washington House, 40-41 Conduit Street, London W1R 9FB and ANDREW
ALLNER of 9 The Crescent, Barnes, London SW13 0NN ("you" or "the Employee")

IT IS HEREBY AGREED AS FOLLOWS:-

1.  Commencement Date and Duration
    ------------------------------

    a)  As from 30th October 2000 ("the Commencement Date") you will be employed
        by the Company under the terms of this Agreement and your employment
        will continue (subject to the provisions for early termination) unless
        terminated by the Company giving you 12 months' notice in writing or by
        your giving to the Company 3 months' notice in writing. No previous
        employment with the Company will count towards your continuity of
        service with the Company.

    b)  During any period of notice of termination (whether given by the Company
        or you) the Company shall be under no obligation to assign any duties to
        you, or to provide any work for you and shall be entitled to exclude you
        from its premises, provided that this will not affect your entitlement
        to receive your normal salary and other benefits including your
        entitlement to continue existing participation in bonus and other
        incentive schemes including share option schemes, (except that you will
        cease to accrue holiday during any such period), provided always that
        this Clause 1(b) will not be utilised by the Company for any period in
        excess of 6 months.

    c)  Notwithstanding Clause 1 (a) above, your employment will automatically
        terminate when you reach the normal retiring age applicable to employees
        of the Company.

    d)  1)  In the event that the Company terminates your employment (including
            circumstances in which you are constructively dismissed) without
            "cause" (i.e. without a reason or reasons entitling the Company to
            terminate your employment immediately as set out in Clause 10 of
            this Agreement) during the first 12 months of your employment namely
            on or before 29 October 2001, the Company shall forthwith upon
            termination:

            i.    pay you a sum equivalent to 95% of the value as at the date of
                  termination of 12 months' basic salary;

            ii.   if so agreed at the time by the Board (as hereafter defined),
                  to pay you a sum equivalent to 95% of the value at the date of
                  termination of 12 months' additional salary as calculated in
                  accordance with Clause 7(a) hereof; and

            iii.  procure that maximum discretions are exercised in your favour
                  under the Company's bonus schemes, the Company's Executive
                  Share Option Scheme, and schemes or plans referred to in
                  Clause 7(g) and any successor schemes.
<PAGE>

          It is recognised that the provisions set out at Clauses 1(d)(1)(i) to
          (iii) above represent pre-agreed liquidated damages and reflect a
          genuine pre-estimate of the loss that would otherwise be suffered by
          you, and that you are not required to mitigate your loss in relation
          to these pre-agreed liquidated damages.

          2)  At any time within the first 12 months of your employment with the
              Company (ie. up to and including the 29 October 2001) following a
              change in control of the Company, you shall be entitled to serve
              seven days' written notice to terminate your employment (whether
              or not the Company has served notice of termination on you) and to
              receive precisely the same payments and benefits as are set out at
              Clause 1(d)(1)(i) to (iii) above save that:-

              i.    the payment referred to in 1(d)(1)(ii) shall not be subject
                    to agreement by the Board at the time;

              ii.   you will also be entitled to a sum equivalent to the value
                    of all your contractual benefits for a period of 12 months;
                    and

              iii.  you will also be entitled to a sum in respect of bonus due
                    (if any) for the period worked up to the date of termination
                    and a sum to reflect 95% of the bonus payment you would have
                    received (if any in accordance with the rules of the bonus
                    scheme) had you worked your period of notice with the
                    Company payment of such bonus to be made in accordance with
                    the rules of the said scheme, and for these purposes you
                    shall be treated no less favourably than other executives of
                    your status in respect of the level of bonus paid to you and
                    shall be paid on the normal bonus payment dates of the said
                    scheme.

              It is recognised that these payments and benefits represent pre-
              agreed liquidated damages and reflect a genuine pre-estimate of
              the loss that would otherwise be suffered by you and that you are
              not required to mitigate the loss in relation to these pre-agreed
              liquidated damages.

              For these purposes "change of control" means where any person (or
              persons acting in concert) obtains "control" (as defined in
              Section 840 of the Income and Corporation Taxes Act 1988) of the
              Company.

              The payments made under this Clause 1(d) shall be payable less tax
              and other statutory deductions which the Company is obliged to
              deduct from such payments.

2.  Duties
    ------

    a)    You shall hold the office and serve the Company as Chief Financial
          Officer and will be appointed a Director of the Company on 30th
          October 2000. You shall during the course of your employment perform
          such duties and exercise such powers (consistent with such office and
          which are reasonably within your skill and competence) in respect of
          the Company and any subsidiary and associated companies (together
          called

                                       2
<PAGE>

          the "Group") as may from time to time be reasonably assigned to or
          reasonably vested in you by the Board of Directors of the Company
          ("the Board") and shall from time to time give to the Board all such
          information regarding such matters as it shall reasonably require and
          implement and apply the policy of the Company as set forth by the
          Board from time to time. You shall report to the Chief Executive of
          the Company for the time being.

    b)    During your employment with the Company, unless prevented by ill
          health or authorised holidays, you will well and faithfully serve and
          promote the interest of the Company and the Group subject to any
          commitment you have in respect of the non-executive directorship
          referred to below. You are also required to give the whole of your
          time and attention to the service of the Company, and not (without the
          Company's written consent, which will not be unreasonably withheld) to
          engage or become interested in any other gainful trade, business or
          occupation, either independently or as an employee, or to accept any
          directorships or other positions outside the Group, but this does not
          preclude you from:

          i.   holding not more than 5% of any class of issued shares or other
               securities which are listed or dealt with on any recognised stock
               exchange by way of bona fide investment; or

          ii.  serving as a non-executive director of one other company at any
               time during your employment under this Agreement. For the
               avoidance of doubt, you shall be entitled to retain any fees paid
               in respect of any such non-executive directorship.

    c)    During your employment under this Agreement, and for 6 months after
          its termination howsoever arising, you will comply (and procure that
          any spouse and minor children shall comply) with all rules of law,
          stock exchange regulations and any proper code of conduct of the
          Company of which you have been notified in writing for the time being
          in force in relation to your dealing in shares, debentures or other
          securities.

    d)    The Company shall ensure that you shall have available such authority
          from the Board, such access to information and Company and Group
          records and such assistance from other administrative and managerial
          employees of the Company and Group, consultants and professional
          advisers, as are necessary for the proper performance of your duties.

    e)    The Company and you hereby confirm that for the purpose of Working
          Time Regulations 1998 (which provide (save for certain exceptions)
          that average working time should not exceed 48 hours for each 7 day
          period) you will be regarded as having autonomous decision-taking
          powers. Notwithstanding this acknowledgement, in the event that you
          are found not to have autonomous decision-taking powers, you hereby
          agree that as from the Commencement Date the above mentioned limit
          shall not apply to you. This agreement by you shall remain in force
          indefinitely provided always that you may withdraw your agreement by
          giving not less than three months' written notice to the Company.


                                       3
<PAGE>

3.  Location and Travel
    -------------------

    a)  You will work at the current Head Office of the Company or in any place
        within reasonable daily commuting distance from Barnes, South West
        London, which the Company may from time to time reasonably require, for
        the proper performance and exercise of your duties. The Company may
        reasonably require you to work for limited periods at other Company
        premises.

    b)  You will also be required on a reasonable basis to travel on the
        business of the Company or Group, both within the United Kingdom and
        abroad.

4.  Expenses
    --------

    a)  The Company will reimburse you the amount of all hotel, travelling and
        other expenses reasonably and properly incurred by you in the discharge
        of your duties for the Company on production of the appropriate receipts
        or evidence of expenditure.

    b)  The Company also undertakes to reimburse the cost of your membership of
        relevant professional bodies.

5.  Hours of Work
    -------------

    The office hours are between 9:00 am and 5:15 pm Monday to Friday, with a
    one-hour break for lunch - a total of 36.25 hours. These hours are flexible
    and you will be expected to work such hours as are reasonably necessary to
    enable you to fulfil the requirements of this position.

6.  Remuneration
    ------------

    a)  Your basic salary will be (Pounds)245,000 per annum ("basic salary"), or
        such higher amount, if any, resulting from the annual review currently
        undertaken by the Company on 1st October each year. Salary will accrue
        from day to day and is payable in equal monthly instalments in arrears
        by credit transfer to your bank account. Your first annual review will
        take place on 1st October 2001.

    b)  You will participate in such discretionary bonus schemes as the Company
        may operate from time to time for employees of your status. If you are
        employed by the Company under this Agreement for part only of any bonus
        year, you shall be entitled to a pro-rated proportion of the bonus. On
        termination of employment, payment of such pro-rated proportion of bonus
        will be made within one month of the end of the calendar month in which
        your employment terminates.

7.  Benefits
    --------

    a)  As you have indicated that you do not wish to join the Company's pension
        schemes, the Company agrees to make a payment to you equivalent to 27%
        of your base annual salary from time to time instead of making pension
        contributions into the schemes on your behalf. This payment will accrue
        from day to day and is payable in equal monthly instalments in arrears
        by credit transfer to your bank account.

                                       4
<PAGE>

    b)  The Company shall, subject to your satisfying all underwriting
        conditions and Inland Revenue rules, provide you with life assurance
        cover of four times your basic salary.

    c)  You shall be entitled to membership for yourself and your immediate
        family of the Company's medical insurance scheme, to membership for
        yourself of the prolonged disability scheme (if any) for the time being
        in force applicable to full-time employees of equivalent status of the
        Company in accordance with the rules applicable thereto subject to all
        underwriting conditions and Inland Revenue rules being met. The Company
        shall bear the subscriptions of such cover.

    d)  You shall be entitled to participate in the Company's Executive Share
        Option Scheme. The Company, subject always to the rules of the scheme,
        will use its best endeavours to procure the grant of options up to the
        maximum permitted value (as defined by the rules of the scheme). Subject
        to shareholders' approval for introduction of a new Executive Share
        Option Scheme, you will be eligible for annual grant of executive share
        options of twice your basic annual salary from time to time, subject to
        Board approval at the time, such approval not to be unreasonably
        withheld.

    e)  Holidays
        --------

        The Company's holiday year is from April 1st to March 31st and your
        entitlement to paid holidays within that period is 25 days in addition
        to recognised English public and bank holidays. The entitlement to
        holiday accrues pro rata throughout each holiday year. The holidays are
        subject to prior approval of the Company and holidays may not be carried
        over into a subsequent year without permission, such permission not to
        be unreasonably withheld. On leaving the employment of the Company, you
        will be paid for any holidays outstanding. However, the Company reserves
        the right to recover any overpayment of holiday pay in excess of your
        entitlement.

    f)  Company Car
        -----------

        The Company will provide you with a suitable motor car commensurate with
        your status whilst you remain in this employment in accordance with the
        Company Car Policy. The Company will meet the cost of running, taxing,
        insuring, repairing and maintaining the said motor car, except that you
        will pay for fuel for private use outside the United Kingdom. You will
        be expected to treat the car with due care and diligence, and ensure
        that it is maintained in a roadworthy condition at all times. Where an
        accident is directly due to your own fault, you may be required to pay a
        contribution to the excess on the insurance, currently (Pounds)100.

    g)  In addition to the bonus and benefits referred to in this Agreement, you
        shall be entitled to participate in such cash incentive plans, long-term
        incentive plans, share option schemes, bonus schemes and profit share
        schemes as are operated by the Company from time to time for employees
        of your status.

8. Illness
   -------

    a)  Under the provision of the Statutory Sick Pay Scheme, should you be
        absent from work due to sickness or injury, you are required to:

                                       5
<PAGE>

          -  Inform the Company by telephone or in writing as soon as possible
             during the morning of the first day of absence.
          -  Complete a Self-Certification Form for all periods of absence.
          -  Produce a Doctor's Certificate for periods of absence exceeding
             seven days, including weekends and statutory holiday and for each
             week after the first week of absence.

    b)  Unless disqualified, Statutory Sick Pay (SSP) will be paid by the
        Company for the normal working days absence (ie Monday to Friday
        inclusive - the qualifying days) up to a maximum of twenty-eight weeks
        in a single period of entitlement.

    c)  Disqualification from SSP would be on statutory grounds, late
        notification without good cause, or in cases where the Company has not
        been satisfied on reasonable grounds that you are genuinely sick or
        incapacitated.

    d)  Subject to compliance with the above, you will be entitled to sick pay
        at your normal rate of salary together with all benefits for a period
        not exceeding, in the aggregate, twenty-six weeks in the twelve months
        calculated back from the current illness.

    e)  Should you be absent from work due to sickness for a period or periods
        in the aggregate in excess of twenty-six weeks in any twelve months, or
        be subject to persistent or recurring absence due to illness, the
        Company may require you to undergo an examination by a doctor, the
        expense of such examination to be borne by the Company.

    f)  In the event of sickness or injury continuing for longer than twenty-six
        weeks, you will be retained on the Company's payroll for the purpose of
        receiving any Prolonged Disability Benefits which may be payable. Such
        continued employment is conditional upon your being and continuing to be
        entitled to receive the said disability benefit and if you are not so
        entitled or cease to be so entitled for any reason, the Company may
        treat your employment as terminated. The Company shall not terminate
        your employment by reason of illness-related absence if such termination
        would deprive you of the actual or potential benefit of payments made
        under any prolonged disability benefits scheme.

9.  Health and Safety
    -----------------

        The Company attaches great importance to the health and safety of its
        employees, and recognises a duty to prevent, where possible, personal
        injury by ensuring that the design, construction, operation and
        maintenance of all equipment, facilities and systems are in accordance
        with Health and Safety Requirements. In order to achieve this aim, you
        must ensure not only that you comply with all the requirements of the
        Company, but also that appropriate training and instruction is given to
        all employees whom you control in order to prevent injury to themselves
        and others. The Company has designated the Company Secretary as
        responsible for the co-ordination of Health and Safety within the Head
        Office of the Company, and any queries regarding Health and Safety
        should be directed to him in the first instance.

                                       6
<PAGE>

10. Summary Termination of Employment
    ---------------------------------

    Your employment may be terminated by the Company without notice or payment
    in lieu of notice:

    a)  If you are guilty of any gross default or gross misconduct in connection
        with or affecting the business of the Company or any company in the
        Group for which you are required by this Agreement to render services;
        or

    b)  In the event of any serious or repeated breach or serious or repeated
        non-observance by you of any of the stipulations contained in this
        Agreement; provided that if such breach or non-observance is capable of
        remedy, you shall have failed to remedy it within such reasonable period
        being not less than 30 days, as is specified in a written notice from
        the Company specifying the breach or non-observance and requiring it to
        be remedied; or

    c)  If you have an interim receiving order made against you, become bankrupt
        or make any composition or enter into any deed of arrangement with your
        creditors; or

    d)  If you are convicted of any arrestable criminal offence (other than an
        offence under road traffic legislation in the United Kingdom or
        elsewhere for which a fine or non-custodial penalty is imposed); or

    e)  If you are disqualified from holding office in another company in which
        you are concerned or interested because of wrongful trading under the
        Insolvency Act 1986; or

    f)  If you become of unsound mind or become a patient under the Mental
        Health Act 1983; or

    g)  If you are convicted of any offence under the Companies Securities
        (Insider Dealing) Act 1985 or under any other present or future
        statutory enactment or regulations relating to insider dealings.

11.  Resignation and Return of Company Property
     ------------------------------------------

     a)  Upon the termination, by whatever means, of this Agreement, you will
         forthwith deliver to the Company all credit cards, keys and other
         property of, or relating to the business of the Company and the Group,
         wherever held, including all computer generated material, whether on
         disk or otherwise, which may be in your possession or under your power
         or control, save that this Clause 11(a) does not apply to Board minutes
         of the Company or any company in the Group and any documentation
         referred to therein relating to any period during which you were a
         director of the Company or such Group company which shall nevertheless
         remain confidential.

     b)  If, for any reason and with the consent of the Company, you retain the
         use of a motor car, or other Company property, for a period following
         the termination of this Agreement, the Company shall be entitled to
         hold a reasonable sum of money as surety

                                       7
<PAGE>

         against the return of such property in fit and proper condition at an
         agreed time and place.

     c)  Upon the termination of your employment, you will immediately resign
         from any office held as a Director or Secretary of companies in the
         Group as may be so requested, without claim for compensation.

12.  Confidential Information
     ------------------------

     a)  Unless ordered to do so by a court of competent jurisdiction you will
         not, either during the continuance of this employment, except so far as
         is necessary in the performance of your duties, or thereafter, without
         first having the consent in writing of the Company, divulge to any
         third party whatsoever any confidential information concerning the
         business, accounts, finances, materials, machinery, processes, secrets,
         dealings, transactions or affairs of the Company or any other company
         in the Group which has or may come to your knowledge during the course
         of this employment. For the purposes of this clause "confidential
         information" shall include but not be limited to the following (whether
         recorded in writing, on computer disc on in any other manner) :-
         internal management accounts; customer data; investment and pricing
         policies; product performance data; documents disclosing names and
         addresses of customers and suppliers of the Company and/or the Group;
         the contact name at such customer or supplier; the requirements of such
         customer or supplier; discounts offered by the Company and/or the
         Group; computer passwords. This duty remains binding on you even after
         your employment with the Company has terminated. The restrictions
         contained in this Clause 12(a) shall cease to apply with respect to any
         information which comes into the public domain otherwise than through
         unauthorised disclosure by you.

     b)  You will not, except in the normal course of business, publish any
         literature, deliver any lectures or make any communication with the
         Press or Media except with the prior permission of the Company.

13.  Inventions and Improvements
     ---------------------------

     Any invention, improvement, modification, discovery or design made by you
     solely, or jointly with any other person, arising out of or during the
     course of your employment shall be the sole property of the Company unless
     it deems otherwise.

14.  Post Employment Restrictions
     ----------------------------

     a)  For a period of 12 months following the termination of your employment,
         you will not without the prior written consent of the Company, on your
         own behalf or on behalf of any person, firm or company directly or
         indirectly:

         i.   Endeavour to solicit or entice away from the Group any person who
              at any time during the period of 12 months immediately preceding
              the termination of your employment was employed or engaged by the
              Group at Senior Management

                                       8
<PAGE>

              level or above and with whom you had material contact during the
              course of your employment with the Company, or

         ii.  be associated with any bid for or purchase of any business within
              the United Kingdom, which the Company had at, any time during the
              12 months immediately prior to the termination of your employment
              entered into negotiations or discussions with, or had
              investigated, in each case with a view to the purchase of, or to
              bid for that business, and in which proposed bid or purchase you
              were personally involved.

    b)   For a period of 12 months following the termination of your employment
         with the Company, you will not without the prior written consent of the
         Company, be employed by, have interest in, act as advisor or consultant
         to, any other company which at the time of your ceasing to be employed
         by the Company is deemed to be materially in the same business as that
         of the Company in respect of any business carried on by the Company
         with which you are materially involved in the period of 12 months
         immediately prior to the termination of your employment.

     c)  The period of the restrictions set out in Clauses 14(a)(i) and (ii) and
         14(b) above shall be reduced pro rata by any period during which the
         Company exercises its rights under Clause 1(b) above.

15.  Data Protection
     ---------------

     You acknowledge that the Company will hold the information contained within
     this Agreement on your personal file. You are entitled under statute to
     have access to this file and to other information the Company holds about
     you pursuant to your employment hereunder (whether in computerised or
     manual record form) subject to certain restrictions imposed by law.

16.  Grievance and Disciplinary Procedures
     -------------------------------------

     a)  If you wish to seek redress of any grievance relating to your
         employment (other than one relating to a disciplinary decision) you
         should refer such grievance to your immediate superior and if the
         grievance is not resolved by discussion with him, it will be referred
         to the Board for resolution.

     b)  The Company's disciplinary procedures from time to time in force will
         be provided to you for information purposes only and do not form part
         of the contractual provisions of this Agreement.

17.  Definitions
     -----------

     In this Agreement, "associated companies" shall mean companies which are
     from time to time subsidiaries or holding companies of the Company or
     subsidiaries (other than the Company) of holding companies of the Company
     and "subsidiary" and "holding company" shall have the meanings respectively
     ascribed thereto by Section 736 of the Companies Act 1985.


                                       9
<PAGE>

18.  Governing Law
     -------------

     This Agreement shall be governed by and construed in accordance with the
     law of England and the parties agree to submit to the non-exclusive
     jurisdiction of the English courts as regards any claim or matter arising
     in respect of this Agreement.

DATE:    20th October 2000

SIGNED by:   /s/ D R Hooper
           -----------------
For and on the behalf of ENODIS plc

SIGNED by the said ANDREW ALLNER:  /s/ Andrew Allner
                                   -----------------


                                      10
<PAGE>

[Letterhead of Enodis plc]

5 April 2001
A.J. Allner
9, The Crescent
Barnes
London
SW13 0NN

Dear Andrew:

This letter confirms the terms of a short-term incentive scheme agreed between
the Company and you.

The Company will make a cash payment to you of a gross sum calculated by
reference to the following:

   (a)  $5,000 per 1p increase in the price of the Company's ordinary share
        above 100p to the price of the Company's ordinary share being calculated
        as the average of the closing mid-market price of the Company's ordinary
        shares on the 5 dealing days following the preliminary announcement by
        the Company of its annual results for the year ending 30 September 2001
        OR, the price paid by an acquiring company in the event of a change of
        control of the Company prior to the preliminary announcement.

   (b)  The minimum payment which may be made to you under this arrangement
        will be $250,000.

   (c)  There is no maximum payment under this arrangement.

   (d)  The usual statutory deductions will be applied to this payment.

   (e)  Payment of this sum will be made within 10 days of the earlier of the
        preliminary announcement by the Company of its annual results or any
        offer made by an acquiring company to buy the entire issued share
        capital of the Company being declared wholly unconditional.

This letter also confirms that the period of 12 months mentioned in the first
line of clause 1(d)(2) of your service contract dated 20/th/ October 2000 is
extended to 18 months and the period of seven days mentioned in clause 1(d)(2)
is increased to 90 days.

Yours sincerely,

P.M. Brooks
-----------
Chairman

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