Unassociated Document


    
      

    
Exhibit 4.4


     

    THIS DEED OF AMENDMENT is made
on 24 February 2010

     

    BETWEEN:

     

    (1) TOMKINS PLC a company
incorporated in England with registered number 203531 and having its registered
office at East Putney House, 84 Upper Richmond Road, London SW15 2ST (“the Company”);
and

     

    (2) JAMES NICOL whose address
is Flat 17, Hillbrow, Richmond, Surrey TW10 6BH (“the Executive”);

     

    each a
party and together the
parties.

     

    WHEREAS:

     

    
      	
              (A)

            	
              The
      Company and the Executive entered into a Service Agreement, executed as a
      deed on 11 February, 2002, whereby the Company undertook to employ the
      Executive as the Chief Executive Officer of the
  Company.

            


    

     

    
      	
              (B)

            	
              The
      parties now wish to make certain amendments to the form of the Service
      Agreement and record such amendments in this
  Deed.

            


    

     

    
      	
               
      

            	
              NOW
      IT IS AGREED AS FOLLOWS:

            


    

     

    
      	
              1.

            	
              Interpretation

            


    

     

    
      	
              1.1

            	
              Capitalised
      terms have, unless expressly defined in this Deed, the same meanings as in
      the Service Agreement.

            


    

     

    
      	
              1.2

            	
              References
      in this Deed to a clause, unless the context otherwise requires are
      references to the clauses of the Service
  Agreement.

            


    

     

    
      	
              2.

            	
              Amendments
      to the Service Agreement

            


    

     

    
      	
              2.1

            	
              That
      (2) of the Parties shall be amended by the deletion of “22 Rochester
      Avenue, Toronto, Ontario, M4N 1NA, Canada” and the substitution therefor
      of “Flat 17, Hillbrow, Richmond, Surrey TW10
  6BH”.

            


    

     

    
      	
              2.2

            	
              That
      the Interpretation clause at (I) shall be amended by the addition
      following “In this Agreement” of the words “and for the purposes of any
      document referred to in it”.

            


    

     

    
      	
              2.3

            	
              That
      the definition of “Good Leaver” in the Interpretation clause be amended at
      (b) by the deletion of “to treat the Appointment as terminated in
      accordance with Clause 14.3” and the substitution therefor of “to treat
      notice by the Company as having been given in accordance with Clause
      14.1”.

            


    

     

    
      	
              2.4

            	
              That
      the Interpretation clause at (II) be deleted in its entirety and replaced
      by the following clause:

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              “(II)

            	
              The
      expressions “subsidiary” and “holding company” have the meanings given to
      them by Section 1159 of the Companies Act 2006; the expressions “parent
      undertaking” and “subsidiary undertaking” have the meanings given to them
      by Section 1162 of the Companies Act 2006; and the expression “financial
      year” has the meaning given by Section 390 of the Companies Act
      2006.”

            


    

     

    
      	
              2.5

            	
              That
      the Interpretation clause at (III) be deleted in its entirety and replaced
      by the following clause:

            


    

     

    
      	
               
      

            	
              “(III)

            	
              The
      provisions of Chapter 3 of the Disclosure and Transparency Rules apply in
      determining for the purpose of Clauses 8 and 9 whether the Executive has
      an interest in any shares or other
securities.”

            


    

     

    
      	
              2.6

            	
              That
      recital (4) be amended by the deletion of “and
  14”.

            


    

     

    
      	
              2.7

            	
              That
      Clauses 2.2, 2.3 and 2.4 be deleted in their entirety and replaced by the
      following clauses:

            


    

     

    
      	
               
      

            	
              “2.2

            	
              The
      Company (and any relevant Group Company) shall not be obliged to provide
      work to the Executive at any time after notice of termination of the
      Appointment shall have been given by either party under any of the
      provisions of this Agreement and the Company may, in its discretion, take
      any one or more of the following steps in respect of any unexpired period
      of notice:

            


    

     

    
      	
               
      

            	
              (a)

            	
              require
      the Executive to comply with such reasonable conditions as it may specify
      in relation to attending at, or remaining away from, the place(s) of
      business of the Company and the Group
Companies;

            


    

     

    
      	
              (b)

            	
              withdraw
      any powers vested in, or duties assigned to, the Executive;
    or

            


    

     

    
      	
               
      

            	
              (c)

            	
              require
      the Executive to forthwith resign as a director of the Company and from
      all offices held by him in any Group Company and from all other
      appointments or offices which he holds as nominee or representative of the
      Company or any Group Company and, if he fails so to do, the Company is
      irrevocably authorised by the Executive to appoint some person in his name
      and on his behalf to execute such documents and to do such other things as
      are reasonably necessary to give effect to such
    resignations,

            


    

     

    
      	
               
      

            	
              provided
      that the Executive shall continue to receive his normal salary and
      benefits until the Termination Date, and provided that the Executive shall
      continue to be eligible to receive variable compensation and any other
      awards or entitlements pursuant to this Agreement or the Appointment,
      without any diminution or reduction resulting from the operation of this
      clause. The Company shall procure that the Executive is treated as a Good
      Leaver for such awards or entitlements for the purposes of any relevant
      plans.

            


    

     

    
      	
               
      

            	
              2.3

            	
              If
      (other than in accordance with Clause 14.1 or pursuant to the request of
      the Company in accordance with Clauses 2.2(c) or 13.4) the Executive shall
      cease by reason of his voluntary resignation or default to be a director
      of the Company he shall be deemed to be in repudiatory breach of this
      agreement.

            


    

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.4

            	
              Subject
      to the Company's rights under Clause 2.2(c) of this Agreement, if during
      the Appointment the Executive shall be removed from his office as a
      director of the Company pursuant to any power in that behalf given to the
      Board or to the members of the Company by law or by the Articles of
      Association of the Company, or if he shall retire from his office as a
      director of the Company by rotation and shall not be re-elected, such
      event shall be deemed to be a repudiatory breach of this Agreement by the
      Company.”

            


    

     

    
      	
              2.8

            	
              That
      Clause 4.1(b) be deleted in its entirety and replaced with the following
      clause:

            


    

     

    
      	
               
      

            	
              “(b)

            	
              Variable
      compensation calculated and awarded under the Tomkins Annual Bonus
      Incentive Scheme (the “Annual Bonus Incentive Plan"), the Tomkins Interim
      Bonus Plan or any other future variable compensation plan as may be agreed
      with the Executive and is in operation within the Group. Under no
      circumstances shall the variable compensation payable to the Executive in
      one financial year under any of the plans referred to above exceed 100% of
      the Executive’s fixed salary as at the end of that financial year. For the
      avoidance of doubt, this limitation does not include any payments or
      benefits listed in Clause 5 or the potential for an award of deferred
      shares of 40% of fixed salary to vest at the end of three years (being the
      Restricted Period under the Annual Bonus Incentive Plan) in accordance
      with the Annual Bonus Incentive
Plan.”

            


    

     

    
      	
              2.9

            	
              That
      Clause 4.5 be amended by the deletion of “or from any payment made
      pursuant to Clause 14”.

            


    

     

    
      	
              2.10

            	
              That
      Clause 5.1 be amended by the deletion of “Until notice of termination of
      the Appointment is given under Clauses 2, 13 or 14” and the substitution
      therefor of “Until the Termination
Date”.

            


    

     

    
      	
              2.11

            	
              That
      Clause 6.3.7 be deleted in its entirety and replaced with the following
      clause:

            


    

     

    
      	
               
      

            	
              “6.3.7

            	
              (i)

            	
              The
      Executive was entitled to participate in the Company’s Executive Share
      Option Plan.  The Remuneration Committee considered the
      Executive for awards and grants of options over shares with an aggregate
      market value of £3m per annum up to the maximum permitted by the plan
      rules from time to time with the last such grant being made in November
      2004.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      Executive will be entitled to participate in the Tomkins 2006 Performance
      Share Plan. The Remuneration Committee will consider the Executive for
      grants of awards under that plan up to the maximum permitted by the plan
      rules from time to time.  Provided the performance of the
      Company so justifies, the Company will grant the Executive an annual award
      over shares worth £4 million, which shall vest in accordance with
      performance targets set under that Share Plan.  The first such
      award was made shortly after the annual general meeting in May 2006 but
      was deemed to have been made in November 2005.  Thereafter and
      (subject as aforesaid) awards will be made in February (subject to any
      restrictions under any applicable Company code of practice on dealing in
      shares) of each calendar year during which the Appointment
      continues.”

            


    

     

    


     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              2.12

            	
              That
      Clause 7.1 be amended by the deletion of “30 days’ (ie 6 weeks)” and the
      substitution therefor of “35 days (ie 7
weeks)”.

            


    

     

    
      	
              2.13

            	
              That
      Clause 7.3 be amended by the deletion of “2.5 working days” and the
      substitution therefor of “3 working
days”.

            


    

     

    
      	
              2.14

            	
              That
      Clause 10.5 be deleted in its entirety and replaced with the following
      clause:

            


    

     

    
      	
               
      

            	
              “10.5

            	
              For
      the avoidance of doubt the period of the restrictions in these Clauses
      10.1, 10.2(a) to (d) and 10.3 shall be reduced by a period equal to the
      period, if any, for which Clauses 2.2(a), (b) or (c) have been operated
      pursuant to Clause 2.2 or 14.1, and/or for which the Executive is not in
      receipt of Confidential Information in accordance with Clause
      2.2.”

            


    

     

    
      	
              2.15

            	
              That
      Clause 13.2 be deleted in its entirety and replaced with the following
      clause:

            


    

     

    
      	
               
      

            	
              “13.2

            	
              Unless
      the Board otherwise permits and subject to the requirements of English
      law, the Appointment shall, notwithstanding any other provision of this
      Agreement, automatically terminate without notice at the end of the month
      in which the Executive attains the age of 65 years, being the Company's
      normal retirement age.”

            


    

     

    
      	
              2.16

            	
              That
      Clause 14 be deleted in its entirety and replaced with the following
      clause:

            


    

     

    
      	
              “14

            	
              Further termination
      provisions

            


    

     

    
      	
               
      

            	
              14.1

            	
              Provided
      that he so notifies the Company in writing, the Executive shall be
      entitled at his discretion to treat himself as having received the notice
      from the Company required by Clause 2.1 and to be placed on garden leave
      and perform no duties for the Group during any period of unexpired notice
      and to be treated in accordance with Clause 2.2, if the Company or any
      Group Company:

            


    

     

    
      	
              14.1.1

            	
              terminates
      or purports to terminate the Appointment otherwise than in accordance with
      Clause 2.1 or (where so entitled) Clause 13.1 or
  13.2;

            


    

     

    
      	
              14.1.2

            	
              requires
      the Executive to resign as a director otherwise than in accordance with
      Clause 2.2 (c), or removes the Executive from the office of director or
      fails so to reappoint him at any time when his retirement by rotation as a
      director falls due other than in accordance with Clause 13.1 or 13.2;
      or

            


    

     

    
      	
              14.1.3

            	
              reduces
      his fixed salary or salary supplement or guaranteed bonus arrangements or
      other cash benefits or varies adversely to him the bonus arrangements in
      circumstances where the other directors are not affected by such a
      variation; or

            


    

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              14.1.4

            	
              materially
      amends the Executive’s job title, status or duties (except to the extent
      that it is entitled to do so pursuant to Clause 2.2);
  or

            


    

     

    
      	
              14.1.5

            	
              commits
      any other repudiatory breach of this
Agreement;

            


    

     

    
      	
               
      

            	
              but
      this discretion shall be without prejudice to the Executive's right (as an
      alternative to the above) to treat the Appointment as having terminated
      with immediate effect on acceptance of the  Company's
      repudiatory breach of this
Agreement.”

            


    

     

    
      	
              3.

            	
              General

            


    

     

    
      	
              3.1

            	
              Save
      as amended by this Deed, the Service Agreement shall remain in full force
      and effect.

            


    

     

    
      	
              3.2

            	
              This
      Deed may be executed in any number of counterparts and by each party on
      separate counterparts.  Each counterpart is an original, but all
      counterparts shall together one and the same
  instrument.

            


    

     

    
      	
              3.3

            	
              This
      Deed and any non-contractual obligations arising out of or in connection
      with this Deed shall be governed by, and interpreted in accordance with,
      English law and the parties hereby irrevocably submit to the jurisdiction
      of the English courts.

            


    

     

    IN WITNESS whereof the parties
hereto have caused this Deed to be duly executed on the day and year first above
written.

     

     

    
      	
              Executed
      as a deed by

            	
              )

            	
              ..........................................................

            
	
              Tomkins
      plc acting by a director and its secretary

            	
              )

              )

            	
              Director

            
	 
      	
              )

              )

            	
              ............................................................

              Secretary

            


    

    


     

    
      	
              Signed
      as a deed by James Nicol in the presence of:

            	
              )

              )

            	
              .............................................................

              (Signature
      of individual)

            
	
              Witness’s
      signature:

            	 
      	
              .............................................................

            
	
              Name
      (print):

            	 
      	
              .............................................................

            
	
              Occupation:

            	 
      	
              .............................................................

            
	
              Address:

            	 
      	
              .............................................................

            


    

    

      
        
           


        

        
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