Exhibit 4.4 


 


SUBJECT TO CONTRACT


 




 





	DATEd
17th January 2015



 





 


 


 


 


 


  


	arm Holdings plc
	- and -
	Chris Kennedy
	 
	 



 


	 





__________________________________


 


service agreement



 


__________________________________




 



 


 


 


 

 

 


    

     

    

 


CONTENTS


 


 





	 	 	Page
	 	 	 
	1	Definitions	2
	 	 	 
	2	Term of Appointment	5
	 	 	 
	3	Powers and Duties	7
	 	 	 
	4	Salary	9
	 	 	 
	5	Bonus	9
	 	 	 
	6	Pensions	10
	 	 	 
	7	Benefits	10
	 	 	 
	8	Expenses	12
	 	 	 
	9	Holidays	12
	 	 	 
	10	Confidential Information	12
	 	 	 
	11	Other obligations during the term of the Agreement	13
	 	 	 
	12	Post-termination Restrictions	14
	 	 	 
	13	Return of Property	15
	 	 	 
	14	Data Protection and Communications	16
	 	 	 
	15	Intellectual Property	16
	 	 	 
	16	Sickness	18
	 	 	 
	17	Garden leave and Suspension	19
	 	 	 
	18	Termination of Employment	20
	 	 	 
	19	Notices	22
	 	 	 
	20	Miscellaneous Matters	22
	 	 	 
	21	Other Agreements	23
	 	 	 
	22	Counterparts	23
	 	 	 
	23	Governing Law and Jurisdiction	23







 


 






     


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THIS
AGREEMENT is made on 17
January 2015


 


B
E T W E E N


 


		(1)	ARM
                                         Holdings plc (registered in England under no. 02548782) whose registered office is
                                         at 110 Fulbourn Road, Cambridge, Cambridgeshire, CB1 9NJ (the “Company”)
                                         and



 


		(2)	Chris
                                         Kennedy of [address] (the “Executive”)



 


It
is AGREED as follows:-


 


		1.	Definitions



 


		1.1	In
                                         this Agreement:



 


	“Alternative Remunerated Position”	 	shall mean any position whether under a contract of
    employment, consultancy arrangement or non executive appointment or otherwise whereby the Executive is directly or indirectly
    remunerated, whether by way of salary, bonus, pension, fees, equity or otherwise;
	 	 	 
	“Associated Company”	 	means any company which is for the time being a subsidiary, subsidiary
    undertaking or holding company of the Company, or a subsidiary or subsidiary undertaking of any such holding company (the
    terms “subsidiary” and “holding company” being defined as in section 1159 of the Companies Act 2006
    and “subsidiary undertaking” being defined as in section 1162 of that Act);
	 	 	 
	the
    “Board”	 	means the Board of Directors from time to time of the Company (including
    any duly appointed committee thereof) or the directors present at a meeting of the directors of the Company at which a quorum
    is present but excluding the Executive;
	 	 	 
	“Confidential Information”	 	means, without
        limitation (and in relation to any Associated Company):

         

(i)  trade
secrets and any inventions or improvements which the Executive may from time to time make or discover in the course of his duties;

         

(ii)  details
of suppliers, including without


         



 



     


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	 	 	limitation
                           their services and terms of business;

         

(iii) prices
charged to and terms of business with clients/customers and marketing

plans and sales forecasts;

         

(iv) details
of employees, workers and officers, including without limitation details of their roles and responsibilities, and of the remuneration
and other benefits paid to them;

         

(v)  information
relating to business matters, corporate plans, management systems, finances, marketing or sales of any past, present or future
products or services, processes, inventions, designs, know how, pitch lists, discoveries, technical specifications and other technical
information relating to the creation, production or supply of any past, present or future products or service of the Company or
any Associated Company, any information given to the Company or any Associated Company in confidence by clients/customers, suppliers
or other persons and any other information (whether or not recorded in documentary or electronic form) which is confidential or
commercially sensitive and is not in the public domain; and

         

(vi) any
other information which is market as confidential, is store and/or communicated in a manner which makes it clear that it is intended
to be confidential, or which is otherwise notified to the Executive as confidential.

	 	 	 
	“Gratuities”	 	means any payment, rebate, discount, commission, voucher, gift,
    entertainment or other benefit (excluding air miles or similar vouchers from other such schemes) to or from any third party
    in respect of any business transacted or proposed to be transacted (whether or not by him) by or on behalf of the


 



     


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	 	 	Company or any Associated Company;
	 	 	 
	“Property”	 	means keys, credit cards, mobile phone(s), Blackberries and other handheld electronic devices,
    laptops and other computer equipment, security access cards, all lists of clients or customers, employee details, correspondence
    and all other documents, papers and records (including, without limitation, any records stored by electronic means, together
    with any codes or implements necessary to give full access to such records), system designs, software designs, software programmes
    (in whatever media), presentations, proposals or specifications or any other property of any kind of the Company or any Associated
    Company which may have come into the Executive’s possession, custody or control in the course of his employment, along
    with any Confidential Information;
	 	 	 
	“Prospective Customer”	 	means any firm, company or other person who at any time during the period of 12 months ending
    on the Restriction Date was in discussions or negotiations with the Company and/or any Associated Company for the supply of
    goods or services to it as a customer, and to whom the Executive had made a presentation, pitch or other approach with a view
    to securing their custom on behalf of the Company and/or any Associated Company;
	 	 	 
	“Restricted Business”	 	means the business of the Company and any Associated Company at the Restriction Date with
    which the Executive was involved to a material extent during the period of 12 months ending on the Restriction Date;
	 	 	 
	“Restricted Customer”	 	means any firm, company or other person who at any time during the period of 12 months ending
    on the Restriction Date, was a customer of or in the habit of dealing with the Company and any Associated Company and with
    whom the Executive dealt to a material extent or for whom or which the Executive was responsible on behalf of the Company
    and any Associated Company during that period;
	 	 	 


 



     


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	“Restricted Employee”	 	means
                           any person who:

         

(i)
is or was (as provided by clause ‎12) employed by the Company or any Associated Company at management level or above,
or

         

(ii)
regularly used Confidential Information in the course of his duties; or

         

(iii)
was able to influence the Company’s relationships with its customers or employees and could materially damage the interests
of the Company or any Associated Company if he became employed or engaged with the Executive in any business concern in competition
with any Restricted Business, and who at any time during the period of 12 months ending on the Restriction Date worked closely
with the Executive (or about whom the Executive obtained detailed information);


	 	 	 
	“Restricted Supplier”	 	means any firm, company or other person who at any time during the period of 12 months ending
    on the Restriction Date, was a provider or supplier of goods or services (other than utilities and goods or services supplied
    for administrative purposes) to the Company and/or any Associated Company, including any individual who provided services
    to the Company or any Associated Company by way of a consultancy agreement, with whom the Executive dealt to a material extent
    during that period;
	 	 	 
	“Restriction Date”	 	means the earlier of the date of termination of this Agreement (howsoever caused) and the
    start of any period of garden leave under clause ‎17.


 


		1.2	The
                                         Company is entering into this Agreement for itself and as agent for the Company and all
                                         its Associated Companies and their directors, officers and employees, and is duly authorised
                                         on their behalf.



 


		2.	Term
                                         of Appointment



 


 



     


    6


    
 


The Company and the
Executive have agreed that the Executive will join the Board of ARM Holdings plc as a director and Chief Financial Officer designate
on

2015*1 and will become Chief Financial Officer on 2015**2. Such appointment
shall continue thereafter unless and until terminated by either party giving to the other not less than 12 months’ notice
in writing, or otherwise in accordance with this Agreement.


 


		2.1	The
                                         Company may, in its absolute discretion, lawfully terminate the employment of the Executive
                                         at any time and with immediate effect by notifying the Executive that it is exercising
                                         its right under this clause ‎2.2 to pay him a sum equal to his Salary
                                         which would have been payable for the notice period (or the remainder of such period)
                                         under clause ‎2.1.



 


		2.2	The
                                         Company may, in its absolute discretion, pay any sum due under clause ‎2.2
                                         by making monthly payments to the Executive. These payments shall be calculated by
                                         dividing the Executive’s annual Salary by twelve. The monthly payments shall commence
                                         on the date written notice is given to the Executive under clause ‎2.2
                                         (or such date thereafter as the Company shall determine), and shall continue until:



 


		(A)	the
                                         expiry of the notice period (or the remainder of the notice period, if it had been served)
                                         under clause ‎2.1; or



 


		(B)	if
                                         earlier, the Executive obtains an Alternative Remunerated Position, in which case the
                                         monthly payments still outstanding shall be reduced by the amount of the monthly remuneration
                                         earned by the Executive from the Alternative Remunerated Position, and only the balance
                                         of such monthly payments shall be due to the Executive; or



 


		(C)	if
                                         earlier, the date on which the Company determines that the Executive has failed to comply
                                         with his duties (imposed hereby) to:



 


		(i)	mitigate
                                         his loss by taking all reasonable steps to obtain (and commence) an Alternative Remunerated
                                         Position; and



 


		(ii)	provide
                                         the Company with such information as it may request on a monthly basis in relation to
                                         his search for an Alternative Remunerated Position.



 


		2.3	For
                                         the avoidance of doubt, nothing in this clause ‎2 shall give rise to
                                         any right for the Executive to receive a payment under either clause ‎2.2
                                         or ‎2.3. Any payment under clause ‎2.2 or ‎2.3
                                         shall be made subject to any necessary withholdings for tax and National Insurance.
                                         Any payment made under this clause ‎2 is made on the condition



 


 


 





 



  


1
*No date was fixed for CFO designate position


 


2
**Agreed date of commencement was 1 September 2015. 


 



     


    7


    
 


that
as at the date of that payment the Executive has not committed any act or made any omission which might amount to a repudiatory
breach of this Agreement and that there are no circumstances which would entitle the Company to terminate his employment without
notice (and that the Executive shall, in such circumstances, account for any such payment to the Company).


 


		2.4	The
                                         Executive is required, as a condition of employment under this Agreement, to have (and
                                         continue to have) permission to work in the UK (or such other country in which he is
                                         required to work in accordance with clause ‎3.9 below). The Executive
                                         shall provide on request proof of continued eligibility to work in the UK (or such other
                                         jurisdiction) at any time during the course of his employment under this Agreement. The
                                         Executive must inform the Company’s Human Resources department as soon as he becomes
                                         aware of any change in his status in regard to eligibility to work in the UK (or such
                                         other jurisdiction).



 


		3.	Powers
                                         and Duties



 


		3.1	The
                                         Executive shall serve the Company as Chief Financial Officer of ARM Holdings plc. The
                                         Executive shall exercise such powers and perform such duties in relation to the business
                                         of the Company or any Associated Company as may from time to time be reasonably vested
                                         in or assigned to him by the Company. The Executive will be flexible and willing to carry
                                         out additional, fewer or alternative duties as may reasonably be required of him from
                                         time to time.



 


		3.2	The
                                         Executive shall (if required at any time by the Company and appointed in accordance with
                                         the Company’s Articles of Association) serve as a director of the Company or any
                                         Associated Company, and hold office subject to the provisions of the applicable Articles
                                         of Association. Save as provided in clause ‎4.3 below, nothing in this
                                         Agreement shall be taken to exclude or vary the terms of the applicable Articles of Association
                                         as they apply to the Executive as a director, which shall prevail in the event of any
                                         conflict with the terms of this Agreement.



 


		3.3	The
                                         Board may require the Executive to resign from any office held in the Company or any
                                         Associated Company at any time by written notice, and the Executive must resign as soon
                                         as reasonably practicable after any such request is made. Any resignation which is effected
                                         under this clause ‎3.3 will not terminate the Executive’s employment
                                         under this Agreement or amount to a breach of this Agreement by the Company. The terms
                                         of this clause ‎3.3 are subject to the Executive not being required to resign
                                         his directorship of the Company (other than during a period of garden leave under clause
                                         ‎17) without his prior written consent, it being recognised that such directorship
                                         is fundamental to his role as Chief Financial Officer.



 


		3.4	The
                                         Executive shall report to the Chief Executive Officer of the Company and shall at all
                                         times promptly give to the Chief Executive Officer (in writing if so requested) all information,
                                         advice and explanations as it may reasonably require in connection with matters relating
                                         to his employment under this Agreement or with the business of the



 


 



     


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Company
or any Associated Company. The Executive shall comply with all reasonable directions from, and all rules and regulations from time to time laid down by, the Company and the
Board and anyone duly authorised by them.


 


		3.5	The
                                         Executive:



 


		(A)	shall
                                         exercise his powers in his role in accordance with the Company’s policies and procedures
                                         and internal control framework, and having regard to relevant obligations under prevailing
                                         law and regulation;



 


		(B)	shall
                                         do such things as are necessary to ensure compliance by himself, the Company and any
                                         Associated Company with such laws and regulations; and



 


		(C)	acknowledges
                                         that he has been provided with access to such laws and regulations and understands that
                                         breach of their requirements carry sanctions including criminal liability, and disciplinary
                                         action by the Company and/or by the relevant regulatory authority.



 


		3.6	The
                                         Executive shall:



 


		(A)	perform
                                         his duties faithfully, efficiently and diligently to a standard commensurate with both
                                         the functions of his role and his knowledge, skills and experience;



 


		(B)	devote
                                         the whole of his time, attention and abilities to carrying out his duties in a proper,
                                         loyal and efficient manner;



 


		(C)	conduct
                                         himself at all times with good faith towards the Company, use his best endeavours to
                                         promote and protect the interests and reputation of the Company and any Associated Company,
                                         and not do anything which is harmful to them;



 


		(D)	promptly
                                         disclose to the Board any interest which he has in any contract or transaction made by
                                         the Company or any Associated Company, and any other conflict or potential conflict of
                                         interest which arises or may arise in relation to the Executive’s duties under
                                         this Agreement; and



 


		(E)	promptly
                                         report to the Board his own actual, potential or proposed wrongdoing and that of any
                                         other employee or officer of the Company or any Associated Company, or any other activity
                                         actual or threatened which may materially damage the interests of the Company or any
                                         Associated Company, of which he becomes aware.



 


		3.7	The
                                         Executive shall work such hours as may reasonably be required for the proper performance
                                         of his duties being not less than 37.5 hours in any calendar week. The Executive agrees
                                         in accordance with Regulation 5 of the Working Time Regulations 1998, that the provisions
                                         of Regulation 4(1) do not apply to the Executive, unless he gives to the Company three
                                         months’ notice in writing that he wishes Regulation 4(1) to apply to him.



 


 



     


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		3.8	The
                                         Executive accepts that, if and for so long as the Board so directs:



 


		(A)	he
                                         shall perform and exercise his duties on behalf of any Associated Company and act as
                                         a director or other officer of any Associated Company; and



 


		(B)	his
                                         employment under this Agreement may be transferred to any Associated Company.



 


		3.9	The
                                         Executive’s place of work shall be as agreed with the Company from time to time.
                                         The Executive shall travel to such places (whether in or outside the United Kingdom)
                                         and in such a manner and on such occasions as the Company may from time to time require.



 


		3.10	The
                                         Company may appoint another individual to carry out the duties of the Executive during
                                         any period that he is suspended in accordance with clause ‎17, or during
                                         any other period of absence (including under clause ‎16)



 


		4.	Salary



 


		4.1	The
                                         Executive shall be paid by equal monthly instalments in arrears on or before the last
                                         day of the calendar month for his services during his employment a salary at the rate
                                         of £475,000 per annum or at such other rate as the Remuneration Committee of the
                                         Board may determine in accordance with clause ‎4.2 (the “Salary”).
                                         The Salary shall be subject to such deductions as the Company is authorised or required
                                         by law to make (including for tax and National Insurance). Where the Executive’s
                                         appointment begins or ends during a calendar month, the Salary due in respect of that
                                         month shall be a pro rata proportion of a normal month’s instalment based on the
                                         number of days employment in that month.



 


		4.2	At
                                         least once in each 12 months the Remuneration Committee of the Board shall review, but
                                         shall not be obliged to increase, the Salary. The review will usually take place in December
                                         and the revised Salary, if different, will take effect from 1 January of the following
                                         year. No such review will take place after notice has been given by either party under
                                         clause ‎2.1 above.



 


		4.3	Notwithstanding
                                         anything to the contrary in the Articles of Association of the Company or any Associated
                                         Company, the Executive shall not be entitled to any other salary or fees as a director
                                         or employee of the Company or any Associated Company and the Executive shall, as the
                                         Company may direct, either waive his right to any such salary or fees or account for
                                         the same to the Company.



 


		5.	Bonus



 


		5.1	The
                                         Executive may be entitled to receive annual bonuses in accordance with the rules and
                                         terms of any bonus scheme operated by the Company from time to time. These bonuses shall
                                         be of such amounts (if any), at such intervals, and subject to such conditions as to
                                         performance and requirements as to deferral as the Remuneration Committee of the Board
                                         (acting reasonably) deems appropriate from time to time having



 


 



     


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regard
to the Company’s and the Executive’s performance in respect of each financial year of the Company, and to any performance
targets which may be set by the Remuneration Committee of the Board from time to time.


 


		5.2	The
                                         Executive acknowledges that he has no right to receive a bonus and that the Company is
                                         under no obligation to operate a bonus scheme. The Executive further acknowledges that
                                         he will not acquire such a right, nor shall the Company come under such an obligation,
                                         merely by virtue of the Executive having received one or more bonus payments during the
                                         course of his employment. The Company may at any time amend the terms of any bonus payment
                                         or scheme, or withdraw the scheme in its entirety, in each case whether generally or
                                         solely in relation to the Executive.



 


On termination of the
employment of the Executive payment of bonus shall be subject to the rules of the relevant bonus scheme operated by the Company.


 


		6.	Pensions



 


		6.1	The
                                         Executive may, unless he opts out, join such pension scheme as the Company makes available
                                         to him from time to time, subject to the governing documentation and rules of that scheme
                                         as in force from time to time, which are available from the Company Secretary, and to
                                         all applicable legislation. Contributions to the scheme by the Executive will be deducted
                                         from his Salary. A contracting out certificate is not in force in respect of the employment
                                         under this Agreement.



 


		7.	Benefits



 


		7.1	The
                                         Executive may be eligible to participate in such share option, share incentive or long-term
                                         incentive scheme(s) as the Company operates from time to time, subject to the rules of
                                         the scheme(s). If the Executive is at any time granted options or rights pursuant to
                                         any such schemes, those options or rights shall be subject to the rules of those schemes
                                         as in force from time to time, which rules shall not form part of this Agreement. The
                                         Executive acknowledges that the making of an award to him under those schemes shall not
                                         entitle him to any further award, or to participate in any similar plan.



 


		7.2	The
                                         Company shall provide for the Executive (subject to him being qualified to drive) with
                                         either (at the Executive’s option):



 


		(A)	a
                                         car, and shall bear or reimburse all of its costs (including all business and reasonable
                                         personal fuel costs). The Executive shall take good care of the car, ensure that the
                                         provisions of any regulations laid down by the Company from time to time as to the use
                                         of motor vehicles and of any policy of insurance are observed, and return the car and
                                         its keys to the Company immediately upon the termination of his employment or upon becoming
                                         no longer legally entitled to drive; or



 


		(B)	the
                                         sum of £10,000 per annum by way of car allowance and £4,000 per annum by
                                         way of fuel allowance (payable in twelve equal monthly instalments on the



 


 



     


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date the Salary is paid, less any deductions the Company is required to make by law).


 


		7.3	The
                                         Executive, his spouse and dependent children shall be eligible for membership of any
                                         private health insurance or medical scheme operated by the Company from time to time,
                                         where it is reasonably practicable for the Company to procure such benefits at reasonable
                                         commercial rates, subject to the eligibility requirements and terms of that scheme and
                                         of any related policy of insurance as in force from time to time.



 


		7.4	The
                                         Executive shall be eligible for membership of the Company’s permanent health insurance
                                         scheme, where it is reasonably practicable for the Company to procure such membership
                                         at reasonable commercial rates, subject to the terms of that scheme and of any related
                                         policy of insurance as in force from time to time. The Company shall be under no obligation
                                         to make any payment under the PHI scheme to the Executive unless and until it has received
                                         payment from the policy provider for that purpose. The Company shall have no liability
                                         to the Executive in respect of any failure or refusal by the policy provider to make
                                         any payments under the PHI scheme in respect of the Executive and the Company shall be
                                         under no obligation to pursue such payments on behalf of the Executive. In the event
                                         that the Executive receives Salary or benefits from the Company in respect of any period
                                         which is subsequently covered by the PHI scheme the Company shall be entitled to deduct
                                         from any sums owed to the Executive the amount of Salary and an amount in respect of
                                         the benefits provided for the relevant period,



 


		7.5	Subject
                                         to the terms of any relevant policy of insurance, where it is reasonably practicable
                                         for the Company to procure such cover at reasonable commercial rates, the Company shall
                                         provide life assurance cover for the Executive and death-in-service benefits, in each
                                         case subject to the terms of the relevant scheme and of any related policy of insurance
                                         as in force from time to time.



 


		7.6	The
                                         Executive will be covered by such directors and officers liability insurance policy as
                                         is in force for directors of the Company from time to time which shall, to the extent
                                         permitted by law, indemnify the Executive in proceedings brought by third parties for
                                         losses, damages and other costs arising out of the Executive’s acts and/or omissions
                                         committed in the performance of his duties.



 


		7.7	The
                                         Company reserves the right at any time to amend the terms of or withdraw the provision
                                         of any benefit under this clause ‎7. No liability will accrue to the
                                         Company in the event that any of the benefits are unavailable to the Executive by virtue
                                         of any conditions or restrictions imposed by the provider of the benefits provided always
                                         that the Company shall not terminate the Executive’s employment in connection with
                                         his ill-health or incapacity if the effect of such termination is to deprive him of payments
                                         under the permanent health insurance scheme although in such circumstances it is accepted
                                         that his role as Chief Financial Officer would cease. The Company shall be under no obligation
                                         to take any action to enforce the terms of or otherwise procure the provision of any
                                         benefit to the Executive.



 


 



     


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		8.	Expenses



 


The Company shall reimburse,
on production of receipts if requested and in accordance with the Company’s expenses policy in place from time to time,
all reasonable travelling, hotel, entertainment and other out-of-pocket expenses which are wholly, exclusively and necessarily
incurred by the Executive (and which he is authorised to incur) in the execution of his duties hereunder.


 


		9.	Holidays



 


		9.1	In
                                         addition to bank and other public holidays the Executive will be entitled to twenty five
                                         working days paid holiday in each holiday year, to be taken at such time or times as
                                         may be approved by the Chief Executive Officer at least two weeks in advance. The Company’s
                                         holiday year runs from January to December each year.



 


		9.2	A
                                         maximum of five working days may be carried over at the end of the holiday year, for
                                         use in the first three months of the next holiday year, with the written permission of
                                         the Board. Otherwise, holiday entitlement not used in the calendar year of entitlement
                                         will be lost. The Executive will not be entitled to payment in lieu of holiday entitlement
                                         not taken in the calendar year of entitlement.



 


		9.3	Upon
                                         termination of his employment the Company may at its discretion require the Executive
                                         to take during his notice period any accrued but unused holiday entitlement up to the
                                         date of termination of his employment. The Executive will be entitled to pay in lieu
                                         of holiday accrued in the current holiday year but untaken on termination of his employment
                                         at the rate of 1/260th of the Salary for each day of holiday not taken. If
                                         upon termination of his employment the Executive has taken more holiday than his pro
                                         rata holiday entitlement, he will be required to reimburse the Company in respect of
                                         the excess days taken at the rate of 1/260th of the Salary for each day of
                                         excess holiday taken.



 


		10.	Confidential
                                         Information



 


		10.1	The
                                         Executive shall not, either during his employment or at any time following termination
                                         (however caused), knowingly or unknowingly except in the proper course of his duties
                                         (or as required by law), use, copy or disclose to any person any Confidential Information
                                         which may have come to his knowledge at any time during his employment by the Company
                                         or any Associated Company. The Executive shall also use his best endeavours to prevent
                                         the unauthorised publication or misuse of any Confidential Information by any other person.
                                         This restriction will cease to apply to information which enters the public domain other
                                         than (directly or indirectly) through the fault of the Executive, unless and for as long
                                         as the Executive remains in a better position to utilise such information more readily
                                         than persons who have not been employed by the Company or any Associated Company.



 


		10.2	Nothing
                                         in this clause ‎10 shall affect the Executive’s right to make
                                         a protected disclosure under sections 43A-L of the Employment Rights Act 1996.



 


 



     


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		11.	Other
                                         obligations during the term of the Agreement



 


		11.1	The
                                         Executive shall disclose to the Board promptly in writing all his interests (Including
                                         shareholdings or directorships) in any business, whether or not of a commercial nature,
                                         and of any changes in those interests during the term of this Agreement.



 


		11.2	During
                                         the term of this Agreement (including his notice period) the Executive shall not, without
                                         the prior written consent of the Board, undertake any other business or profession, be
                                         or become an employee or agent of any other business or profession, or assist or have
                                         any financial interest in any other business or profession, except as provided in clause
                                         ‎11.4 below. In particular, the Executive shall not hold office as a director
                                         or chairman of another company unless otherwise agreed in writing by the Board.



 


		11.3	During
                                         the term of this Agreement (including his notice period) the Executive owes a duty of
                                         loyalty and fidelity to the Company, and shall:



 


		(A)	promptly
                                         disclose to the Company any offer of employment by any entity which is made to the Executive
                                         and which is accepted by him;



 


		(B)	not
                                         take any preparatory steps to compete with the Company or any Associated Company following
                                         the termination of his employment, and shall promptly disclose to the Company any preparations
                                         that he is aware of any other director or employee of the Company are making to compete
                                         with the Company or any Associated Company following the termination of his employment.
                                         For the avoidance of doubt, the foregoing does not prohibit the Executive from seeking
                                         new employment where such employment would commence after the termination of his employment
                                         with the Company;



 


		(C)	not
                                         either on his own behalf or on behalf of another firm, company or other person, solicit
                                         or endeavour to entice away from the Company or any Associated Company, or employ or
                                         procure another person to employ, any officer or employee of the Company or any Associated
                                         Company; and



 


		(D)	promptly
                                         disclose to the Company his resignation (and the intention of any other director or employee
                                         of the Company of which he is aware to resign from their employment with the Company).



 


		11.4	Notwithstanding
                                         anything in this clause ‎11, the Executive may hold or acquire by way
                                         of bona fide investment any shares or other securities of any company which Is listed
                                         or dealt in on any recognised investment exchange or overseas investment exchange, as
                                         defined by section 313(1) of the Financial Services and Markets Act 2000, unless the
                                         Company shall require him not to do so in any particular case on the ground that such
                                         other company is or may be carrying on a business competing or tending to compete with
                                         the business of the Company or any Associated Company. The Executive shall (and shall
                                         ensure that his spouse and dependent children shall) comply with all applicable laws,
                                         regulations, rules, and codes affecting dealings in securities, and such



 

 




     


    14


    
 



rules and policies imposed by the Company or any Associated Company from time to time.


 


		11.5	During
                                         the continuance of his employment the Executive shall observe the terms of any policy
                                         issued by the Company in relation to Gratuities, and shall not directly or indirectly
                                         offer, procure, accept or obtain for his own benefit (or for the benefit of any other
                                         person) any Gratuities, otherwise than as permitted by any such policy. The Executive
                                         shall immediately disclose and account to the Company for any Gratuities offered or received
                                         by him (or by any other person on his behalf or at his instruction).



 


		12.	Post-termination
                                         Restrictions



 


		12.1	The
                                         Executive will not, for a period of 12 months after the Restriction Date, solicit or
                                         endeavour to entice away from the Company or any Associated Company the business or custom
                                         of a Restricted Customer with a view to providing goods or services to that Restricted
                                         Customer in competition with any Restricted Business.



 


		12.2	The
                                         Executive will not, for a period of 12 months after the Restriction Date, provide goods
                                         or services to or otherwise have any business dealings with any Restricted Customer in
                                         the course of any business concern which is or is intended to be in competition with
                                         any Restricted Business.



 


		12.3	The
                                         Executive will not, for a period of 12 months after the Restriction Date, solicit or
                                         endeavour to entice away from the Company or any Associated Company the business or custom
                                         of, or provide goods or services to or otherwise have any business dealings with, any
                                         Prospective Customer in competition with any Restricted Business.



 


		12.4	The
                                         Executive will not, for a period of 12 months after the Restriction Date, interfere or
                                         endeavour to interfere with the continuance of the provision of goods or services to
                                         the Company or any Associated Company by any Restricted Supplier.



 


		12.5	The
                                         Executive will not, for a period of 12 months after the Restriction Date, in the course
                                         of any business concern which is or is intended to be in competition with any Restricted
                                         Business, offer employment to or otherwise endeavour to entice away from the Company
                                         or any Associated Company any person who is a Restricted Employee at the time of the
                                         Executive’s actions.



 


		12.6	The
                                         Executive will not, for a period of 6 months after the Restriction Date:



 


		(A)	become
                                         employed by or otherwise engaged in or concerned in any capacity in a business concern
                                         which is or is intended to be in competition with any Restricted Business and in which
                                         are employed or otherwise engaged or concerned in any capacity one or more persons who
                                         were Restricted Employees at any time during the period of 6 months ending on the Restriction
                                         Date; or



 


 



     


    15


    
 


		(B)	employ
                                         or otherwise engage in any capacity in a business concern which is or is intended to
                                         be in competition with any Restricted Business any person who Is a Restricted Employee
                                         at the time of the Executive’s actions.



 


		12.7	The
                                         Executive will not, for a period of 6 months after the Restriction Date, be engaged in
                                         or concerned in any capacity in any business concern which is or is intended to be in
                                         competition with any Restricted Business. This clause ‎12.7 shall not
                                         restrain the Executive from being engaged or concerned in any business concern in so
                                         far as the Executive’s duties or work shall relate solely:-



 


		(a)	to
                                         areas where the business concern is not in competition with the Restricted Business;
                                         or



 


		(b)	to
                                         services or activities of a kind with which the Executive was not concerned to a material
                                         extent during the period of 12 months ending on the Restriction Date.



 


		12.8	If
                                         the Executive receives an offer to be involved in a business concern in any capacity
                                         during his employment, or prior to the expiry of the last of the covenants in this clause
                                         ‎12, the Executive shall give the person making the offer a copy of this
                                         clause ‎12 (and the relevant definitions in clause ‎1)
                                         and shall tell the Company the identity of that person making the offer as soon as possible
                                         after accepting the offer.



 


		12.9	The
                                         covenants given by the Executive in this clause ‎12 are undertaken
                                         to the Company for itself and as agent for all its Associated Companies, and extend to
                                         the Executive acting not only on his own account but also on behalf of any other firm,
                                         company or other person, and shall apply whether he acts directly or indirectly.



 


		12.10	The
                                         Executive hereby agrees that he will, at the request and expense of the Company, enter
                                         into a direct agreement or undertaking with any Associated Company whereby he will accept
                                         restrictions and provisions corresponding to the restrictions and provisions in this
                                         clause ‎12 (or such of them as may be appropriate in the circumstances)
                                         in relation to such activities and such area and for such a period as such Associated
                                         Company may reasonably require for the protection of its legitimate business interests.



 


		13.	Return
                                         of Property



 


The Executive shall
promptly whenever requested by the Company and in any event upon the termination of his employment (howsoever caused) deliver
up to the Company all Property of the Company or any Associated Company and the Executive shall not retain any copies thereof
provided always that at the Executive’s reasonable request for the purposes of any legal, regulatory or quasi-judicial proceedings,
the Executive shall be provided with copies of Board minutes (and documents referred to therein) which relate to any period during
which he was a director of the Company or any Associated Company. Such minutes and documents may be redacted by the Company to
protect its confidential commercial information, consistent with the requirements of any such legal, regulatory or quasi-judicial
process. Title and copyright in all Property shall vest in the Company.


 




     


    16


    
 


		14.	Data
                                         Protection and Communications



 


		14.1	The
                                         Executive consents to the Company and any Associated Company (and its or their employees
                                         and agents) holding and processing both electronically and manually data which relates
                                         to the Executive (including sensitive personal data as defined in the Data Protection
                                         Act 1998) for the purposes of the administration and management of their employees and
                                         business and for compliance with applicable procedures, laws and regulations. The Executive
                                         also consents to the transfer, storage and other processing of such data to or by other
                                         third parties whether or not outside the European Economic Area for administration purposes
                                         and other purposes in connection with the business of the Company or any Associated Company
                                         or the Executive’s employment where it is necessary or desirable for the Company
                                         to do so.



 


		14.2	The
                                         Executive acknowledges that during his employment he will have access to and process,
                                         or authorise the processing of, personal data and sensitive personal data relating to
                                         employees, customers and other individuals held and controlled by the Company. The Executive
                                         agrees to comply with the terms of the Data Protection Act 1998, and the Company’s
                                         data protection policies as issued from time to time, in relation to such data.



 


		14.3	All
                                         communications made or received by the Executive using any Company property, servers
                                         or facilities (and any electronic mails sent to and from any electronic mail address
                                         assigned to the Executive by the Company) shall remain the property of the Company and
                                         shall be made or treated in accordance with the Company’s computer use policy.
                                         The Executive consents to the Company intercepting, monitoring and/or recording any telephone
                                         calls and emails made and received by the Executive using the Company’s property,
                                         or which pass through servers or networks owned, administered or otherwise lawfully controlled
                                         by the Company (including personal correspondence). Any recordings made shall at all
                                         times remain the property of the Company and may be used by the Company as necessary
                                         for any purpose in connection with the business of the Company or any Associated Company,
                                         or the Executive’s employment under this Agreement.



 


		15.	Intellectual
                                         Property



 


		15.1	For
                                         the purposes of this clause ‎15 the following words and phrases shall have
                                         the following meanings:



 


		(A)	“Works”
                                         means all works, designs, innovations, inventions, improvements, processes, get-up, trade
                                         marks and trade names.



 


		(B)	“Company
                                         Works” means all Works authored, originated, conceived, written or made by
                                         the Executive alone or with others (except only those Works which are authored, originated,
                                         conceived, written or made by the Executive wholly outside the course of his employment).



 


		(C)	“Intellectual
                                         Property Rights” means any and all patents, trade marks, signs and services
                                         marks, rights in designs, trade or business names or signs,



 




     


    17


    
 


copyrights,
database rights and topography rights (whether or not any of these is registered and including applications for registration of
any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these
which may subsist anywhere in the world.


 


		15.2	The
                                         parties foresee that the Executive may create and make Works, during the course of his
                                         employment and duties with the Company and that all Company Works shall vest in and be
                                         owned by the Company immediately upon their creation. It shall be part of the Executive’s
                                         normal duties at all times to:



 


		(i)	consider
                                         in what manner and by what new methods or devices the products, services, processes,
                                         equipment or systems of the Company with which the Executive is concerned or for which
                                         the Executive is responsible might be improved; and



 


		(ii)	promptly
                                         disclose to the Company full details of any invention or improvement which the Executive
                                         may from time to time make or discover in the course of his duties including, without
                                         limitation, details of all Company Works; and



 


		(iii)	further
                                         the interests of the Company’s undertaking with regard thereto



 


with
the intent that subject to the Patents Act 1977, the Company shall be entitled to the sole and absolute ownership of any such
Company Works and to the exclusive use thereof free of charge and any third party rights.


 


		15.3	To
                                         the extent such rights 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 together with all of his right, title and interest in any and all Intellectual
                                         Property Rights which subsist from time to time in the Company Works.



 


		15.4	To
                                         the extent such rights do not vest immediately in the Company the Executive hereby assigns
                                         to the Company all future copyright in the Company Works and the parties agree that all
                                         such future copyright shall vest in the Company by operation of law pursuant to section
                                         91 of the Copyright, Designs and Patents Act 1988.



 


		15.5	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
                                         the Company Works (existing or future) and any and all other moral rights under any legislation
                                         now existing or in future enacted in any part of the world including, without limitation,
                                         the right conferred by section 77 of that Act to be identified as the author of any of
                                         the Company Works and the right conferred by section 80 of that Act not to have any such
                                         work subjected to derogatory treatment. The Executive shall, at the Company’s request
                                         and expense, take all steps that may be necessary or desirable to the Company to enforce
                                         against any third party the Executive’s moral rights in any of the Company Works.



 




     


    18


    
 





 


		15.6	The
                                         Executive acknowledges that, for the purpose of the proviso to section 2(1) of the Registered
                                         Designs Act 1949 (as amended), the covenants on the part of the Executive and the Company
                                         will be treated as good consideration and the Company will be the proprietor of any design
                                         which forms part of the Company Works.



 


		15.7	Nothing
                                         in this clause ‎15 shall be construed as restricting the rights of the Executive
                                         or the Company under sections 39 to 43 (inclusive) of the Patents Act 1977.



 


		15.8	The
                                         Executive shall not knowingly do anything to imperil the validity of any patent or protection
                                         or any application therefore relating to any of the Company Works but shall at the cost
                                         of the Company render all possible assistance to the Company both in obtaining and in
                                         maintaining such patents or other protection.



 


		15.9	The
                                         Executive shall not either during the Executive’s employment or thereafter exploit
                                         or assist others to exploit any of the Company Works or any invention or improvement
                                         which the Executive may from time to time make or discover in the course of his duties
                                         or (unless the same shall have become public knowledge) make public or disclose any such
                                         Company Works or invention or improvement or give any information in respect of it except
                                         to the Company or as the Company may direct.



 


		15.10	The
                                         Executive shall forthwith and from time to time both during his employment under this
                                         contract and thereafter, 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
                                         clause ‎15 including, without limitation, all things necessary or conducive
                                         to obtain letters patent or other protection for any invention or improvement relating
                                         to any of the Company Works in any part of the world and to vest such letters patent
                                         or other protection in the Company or its nominees.



 


		16.	Sickness



 


		16.1	If
                                         the Executive is unfit for work due to sickness, injury or other incapacity he must comply
                                         with the Company’s sickness absence policy and procedures (which are available
                                         from Human Resources) and notify the Company as soon as reasonably practicable on the
                                         first day of absence, the reason for his absence and its likely duration.



 


		16.2	Subject
                                         to his compliance with clause ‎16.1 and to production, if requested,
                                         of medical certificates satisfactory to the Company, if the Executive is absent from
                                         work due to sickness, injury or other incapacity, the Executive shall be entitled to
                                         such benefits as are provided under the terms of the Company’s sickness benefits
                                         policy in force from time to time and this shall include continued payment of Salary
                                         for up to an aggregate of 130 working days’ ill health absence in any one period
                                         of twelve months. Any payment of Salary thereafter shall be at the sole discretion of
                                         the Company. Payments under this clause ‎16.2 shall include any sums
                                         the Company is obliged to pay to the Executive by way of statutory sick pay. The provision
                                         of benefits under this Agreement shall continue for the period during which Salary is
                                         paid in whole or in part, but thereafter shall cease (save for benefits under the PHI
                                         scheme, to the extent that such benefits would otherwise be payable, and benefits under
                                         clause ‎7.3 and clause ‎7.5).



 




     


    19


    
 


		16.3	The
                                         Company may reduce the Salary during the Executive’s absence through sickness,
                                         injury or other incapacity by an amount equal to the benefit (excluding any lump sum
                                         benefit) which the Executive would be entitled to claim during such absence under social
                                         security legislation for the time being in force (whether or not such benefit is claimed
                                         by the Executive), and by the amount of any insurance or other benefit to which he is
                                         entitled as a result of his incapacity.



 


		16.4	If the Executive either:-



 


		(A)	becomes
                                         entitled to payment of benefits under the PHI scheme; or



 


		(B)	is
                                         refused benefits under the PHI scheme,



 


all
entitlement to Salary and benefits (save for benefits under the PHI scheme, to the extent that such benefits would otherwise be
payable, and benefits under clause ‎7.3) shall cease from the earlier of the commencement of payment of such benefit
or the expiry of the period during which sickness benefits are payable as specified in clause ‎16.2, unless otherwise
agreed by the Company in writing.


 


		17.	Garden
                                         leave and Suspension



 


		17.1	The
                                         Company shall be under no obligation to vest in or assign to the Executive any powers
                                         or duties or to provide any work for the Executive, and may suspend the Executive from
                                         the performance of some or all of his duties, and not provide him with any work in the
                                         circumstances set out below:



 


		(A)	during
                                         all or any part of the notice period specified in clause ‎2.1 (whether given
                                         by the Company or the Executive) or if the Executive purports to terminate this Agreement
                                         without serving the notice period specified in clause ‎2.1 provided that the Company
                                         shall not rely on this clause for a period (or periods in aggregate) exceeding six months;
                                         or



 


		(B)	in
                                         order to investigate any matter in which the Company reasonably believes that the Executive
                                         is implicated or involved, and to conduct any related disciplinary proceedings provided
                                         that such suspension shall be no longer than is reasonable.



 


		17.2	During
                                         any such period of suspension pursuant to clause ‎17.1 above the Executive:



 


		(A)	will
                                         continue to be bound by the express and implied provisions of this Agreement (in particular
                                         clauses ‎3 and ‎11);



 


		(B)	shall
                                         remain available to perform any reasonable duty requested by the Company and to shall
                                         co-operate generally with the Company to ensure a smooth hand over of his duties. Should
                                         the Executive fail to make himself available for work (otherwise than due to approved
                                         holiday absence or absence



 




     


    20


    
 


related
to illness or incapacity) having been requested (with reasonable prior written notice) by the Company to attend, he shall, notwithstanding
any other provision of this Agreement, forfeit his right to Salary and benefits in respect of such period of non-availability;


 


		(C)	(other
                                         than as provided for in clause ‎(B) above), continue to receive the Salary
                                         and benefits provided under this Agreement;



 


		(D)	must
                                         not, without the written consent of the Board, go to any premises of the Company or any
                                         Associated Company or have any business related contact or dealings with any employee,
                                         customer, client or supplier of the Company or any Associated Company;



 


		(E)	must
                                         not directly or indirectly be employed by or retained by or advise or assist any other
                                         person or entity in any capacity either paid or unpaid.



 


		17.3	The
                                         Executive acknowledges that the demands made by the Company in accordance with the terms
                                         of this clause ‎17 shall not constitute a termination of the Executive’s
                                         employment or a breach of contract of any kind whatsoever, nor shall he have any claim
                                         against the Company as a consequence of being required to comply with this clause
                                         ‎17.



 


		18.	Termination
                                         of Employment



 


		18.1	If
                                         the Executive:-



 


		(A)	is
                                         convicted of any criminal offence (other than a motoring offence for which no custodial
                                         sentence is given to him); or



 


		(B)	becomes
                                         bankrupt or makes any composition or enters into any voluntary arrangement with his creditors;
                                         or



 


		(C)	shall
                                         no longer be entitled to work in the United Kingdom or such other jurisdiction as the
                                         Executive is required to work in under clause ‎3.9; or



 


		(D)	is
                                         disqualified or otherwise prohibited by law from being a director; or



 


		(E)	shall
                                         be or become of unsound mind or a patient or lack capacity for the purpose of any statute
                                         (or any part thereof) relating to mental health; or



 


		(F)	shall
                                         in the reasonable opinion of the Board be guilty of gross misconduct (which, for the
                                         avoidance of doubt, includes any conduct which may bring the Company or any Associated
                                         Company into disrepute) or shall commit any serious or persistent breach of any of his
                                         obligations to the Company or any Associated Company (whether under this Agreement or
                                         otherwise) and where any such breach is capable or remedy he has been given reasonable
                                         written notice of the breach by the Company requiring him to remedy the same and he has
                                         failed to do so; or



 




     


    21


    
 


		(G)	shall
                                         in the reasonable opinion of the Board be negligent in the performance of his duties;
                                         or



 


		(H)	shall
                                         refuse or wilfully neglect to carry out any of his material duties or comply with any
                                         lawful orders given to him by the Company; or



 


then
the Company shall be entitled by notice in writing to the Executive to terminate his employment under this Agreement with immediate
effect. The Executive shall have no claim against the Company by reason of such termination.


 


		18.2	The
                                         Board has resolved to apply Provision B.7.1 of the UK Corporate Governance Code 2010,
                                         whereby all directors will be subject to annual election at the AGM. The Executive will
                                         therefore be required to stand for re-election at any AGM at which either the Articles
                                         of Association of the Company require, of the Board resolves, that he should stand for
                                         re-election.



 


		18.3	If
                                         the Executive



 


Resigns as a director
of the Company or any Associated Company without the written consent of the board of directors of the relevant company (except
in circumstances where he is obliged to resign either by law or as provided under this Agreement) then the company shall be entitled
by notice in writing to the Executive to terminate forthwith his employment under this Agreement. The Executive shall have no
claim against the Company by reason of any such termination.


 


		18.4	Upon
                                         termination (for whatever reason and howsoever arising) of this Agreement the Executive
                                         shall:



 


		(A)	immediately
                                         repay all outstanding debts or loans due to the Company or any Associated Company;



 


		(B)	provide
                                         the Company and any Associated Company with such assistance as may be reasonably required,
                                         regarding matters of which he has knowledge and/or experience, in any proceedings or
                                         potential proceedings in which the Company or any Associated Company is or may be a party,
                                         provided that the Executive will not be required to act by virtue of this clause in conflict
                                         with his own interests and such assistance shall not unreasonably interfere with any
                                         new employment or engagement secured by the Executive. The Company will reimburse the
                                         Executive for reasonable accommodation and travel expenses (properly incurred and evidenced)
                                         in giving such assistance;



 


		(C)	not
                                         without the consent of the Company at any time represent himself or commit himself to
                                         be held out as being in any way connected with or interested in the business of the Company
                                         or any Associated Company (except as a former employee); and



 




     


    22


    
 


		(D)	not
                                         make any untrue or misleading oral or written statement concerning the business and affairs
                                         of the Company or any Associated Company.



 


		18.5	Any
                                         delay or forbearance by the Company in exercising any right of termination shall not
                                         constitute a waiver of it.



 


		19.	Notices



 


		19.1	Any
                                         notice given under this Agreement may be given personally to the Executive or to the
                                         Company Secretary (as the case may be) or may be sent by first class registered or recorded
                                         delivery (air mall if overseas) to the Company (for the attention of its Secretary) at
                                         its registered office for the time being or to the Executive either at his address given
                                         above or at his last known address.



 


		19.2	Any
                                         such notice given personally shall take effect immediately that it is issued irrespective
                                         of the time or date of its receipt. Any such notice sent by post shall be deemed served
                                         (and take effect) forty-eight hours after it is posted (six days if it is sent by air
                                         mail).



 


		20.	Miscellaneous
                                         Matters



 


		20.1	Any
                                         payment or benefit made to the Executive under this Agreement is subject to and conditional
                                         on such approval by the shareholders of the Company as may be required by law. The Company
                                         reserves the right to withhold or require repayment of all or part of any such payment
                                         or benefit if and to the extent that it is necessary to do so in order to comply with
                                         regulatory or legal requirements.



 


		20.2	For
                                         the purpose of the Employment Rights Act 1996 the Executive’s continuous period
                                         of employment will begin on the date upon which he takes up his appointment as shown
                                         in.



 


		20.3	The
                                         disciplinary and grievance rules and procedures which shall apply to the Executive, as
                                         in force from time to time, can be found on the Company’s intranet. These rules
                                         and procedures shall not form part of this Agreement and the Company reserves the right
                                         to vary or depart from them, and/or leave out any or all of their stages, where it considers
                                         it appropriate to do so.



 


		20.4	The
                                         Executive warrants that by entering into this Agreement and performing his duties under
                                         it he will not be in breach of any contractual or other legal obligation to any third
                                         party and no such obligations will interfere with the performance of his duties hereunder.



 


		20.5	The
                                         Company shall be entitled at any time to make deductions from the Salary or from any
                                         other sums due to the Executive from the Company or any Associated Company in respect
                                         of any over-payment of any kind made to the Executive or in respect of any debt, loan
                                         or other sum due from him.



 




     


    23


    
 


		21.	Other
                                         Agreements



 


		21.1	The
                                         Executive acknowledges and warrants that there are no agreements or arrangements whether
                                         written, oral or implied between the Company or any Associated Company and the Executive
                                         relating to the employment of the Executive other than those expressly set out in this
                                         Agreement and the contractual section of the Company’s staff handbook, and that
                                         he is not entering into this Agreement in reliance on any representation not expressly
                                         set out therein. Taken together, these documents contain the entire agreement between
                                         the Executive and the Company, and replace all prior arrangements, representations (except
                                         in the case of fraud), agreements or contracts of employment, verbal, written or implied,
                                         between the Executive and the Company which shall be deemed terminated by mutual consent.
                                         In the event of any inconsistency between this Agreement and any other documents listed
                                         in this clause ‎21.1, the provisions of this Agreement shall prevail,
                                         unless otherwise agreed.



 


		21.2	The
                                         remaining provisions of the Staff Handbook are for guidance and information only and
                                         do not form part of this Agreement. Copies of the Staff Handbook are available from Human
                                         Resources. It is the Executive’s responsibility to familiarise himself with and
                                         comply with the Staff Handbook. Failure to do so may lead to disciplinary action being
                                         taken against the Executive.



 


		21.3	There
                                         are no collective agreements which directly affect the terms and conditions set out in
                                         this Agreement.



 


		22.	Counterparts



 


		22.1	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.



 


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



 


		22.3	This
                                         Agreement may be executed by faxed or emailed copies.



 


		23.	Governing
                                         Law and Jurisdiction



 


This Agreement 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.


 




     


    24


    
 


IN WITNESS
whereof this Agreement has been signed by or on behalf of the parties hereto the day and year first before written.


 





	SIGNED by Simon Segars	)	 
	 	)	/s/ Simon Segars
	on behalf of ARM Holdings plc	 	 
	 	 	 
	SIGNED by the Executive	)	 
	 	) 	/s/ Chris Kennedy
	 	)