Exhibit 4.8


Exhibit
  4.8 




  
    LINKLATERS 

      &
      ALLIANCE 

  

  
  


  

  Dated
    1 March, 2002

  

  

  (1)
    ARM LIMITED

  and

  (2)
    TIMOTHY SCORE

  

  EXECUTIVE
    SERVICE AGREEMENT

  

  

  

  

  	  	
        LINKLATERS 

        One Silk Street 

        London EC2Y 8HQ 

        Telephone: (44-20) 7456 2000 

        Facsimile: (44-20) 7456 2222 

        Ref: NIR
















 

An Agreement
  made the      day of     
  2002 between:




	(1)	ARM
      Limited (Company Number: 2557590) whose registered office
      is situated at 110 Fulbourn Road, Cambridge CB1 9NJ (the
      “Company”); and
	 	 	 	 
	(2)	Timothy
      Score of Chestnut Farmhouse, Monks Risborough Bucks HP27
      OJT (the “Executive”).
	 	 	 	 
	Now
      it is hereby agreed:
	 	 	 	 
	1.	Definitions
	 	 	 	 
	 	In
      this Agreement unless the context otherwise requires:
	 	 	 	 
	 	1.1.	the
      “Board” means the board of directors of
      the Company from time to time or any person or committee
      nominated by the board of directors as its representative
      for the purpose of this agreement;
	 	 	 	 
	 	1.2.	“Group
      Companies” means the Company, its holding company
      and all subsidiary and associated companies of the Company/its
      holding company;
	 	 	 	 
	 	1.3.	 “associated
      company” means a company which falls to be so treated
      as such for the purpose of Statement of Standard Accounting
      Practice No. 1 of the Institute of Chartered Accountants
      in England and Wales;
	 	 	 	 
	 	1.4.	“subsidiary”
      and “holding company” have the meanings
      ascribed thereto in Section 736 of the Companies Act 1985
      as amended.
	 	 	 	 
	 	1.5.	
      references to any statutory provisions include any modifications
      or re-enactments of those provisions.
	 	 	 	 
	2.	Term
      and Appointment
	 	 	 	 
	 	2.1. 	
      The Company shall engage the Executive and the Executive
      shall serve the Company as hereinafter provided (the “Appointment”).
      The Appointment shall commence on 1 March 2002 (or earlier
      if possible) and shall subject to Clauses 19 and 20 below
      continue unless and until terminated by either party giving
      to the other (i) not less than 12 months previous notice
      in writing; or (ii) if shorter, written notice which is
      equal to the period of time from the date upon which notice
      is given to the Executives’ 65th birthday.
	 	 	 	 
	 	2.2.	Where
      notice is served to terminate the Appointment, whether by
      the Company or the Executive, the Company in its absolute
      discretion shall be entitled to terminate the Appointment
      forthwith by paying to the Executive salary alone as set
      out in Clause 7 in lieu of any required 




  

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	 	 	period
      of notice (less any deductions the Company is required to
      make).  A payment made under this clause will be in
      full and final settlement of any and all claims under this
      Agreement.
	 	 	 	 
	 	2.3.	Where
      notice is served to terminate the Appointment whether by
      the Company or the Executive, the Company in its absolute
      discretion shall be entitled to require the Executive to
      comply with any of the provisions in Clause 5 below. 
	 	 	 	 
	 	2.4.	The
      Appointment shall automatically cease on the Executive’s
      65th birthday. 
	 	 	 	 
	3.
      	Duties
       
	 	 	 	 
	 	3.1. 	During
      the Appointment the Executive shall devote the whole of
      his time and attention to the duties assigned to him and
      shall well and faithfully serve the Company and use his
      best endeavours to promote the interests of the Company
      and shall obey all reasonable and lawful directions given
      to him by or under the authority of the Board and subject
      thereto the Executive shall perform the duties of Chief
      Financial Officer or such other duties as may be agreed
      by the Director and the Company from time to time. 
	 	 	 	 
	 	3.2.	
      The Executive’s normal working hours are from 9.00
      to 5.30 Monday to Friday together with such additional hours
      as may be necessary for the proper performance of his duties.
      
	 	 	 	 
	 	3.3.	The
      Executive acknowledges that he is a managing executive with
      autonomous decision making powers as that term is defined
      in Regulation 20(a) of the Working Time Regulations 1998
      (“the Regulations”). 
	 	 	 	 
	 	3.4.	The
      Executive may be required in pursuance of his duties hereunder:
	 	 	 	 
	 	 	3.4.1.	to
      perform services not only for the Company but also for any
      of the Group Companies and without further remuneration
      (except as otherwise agreed) to accept such offices in any
      of the Group Companies as the Company may from time to time
      reasonably require and if the Executive shall cease to be
      a director for any reason then he may at the will of the
      Company continue as an employee;
	 	 	 	 
	 	 	3.4.2.	
      to work at such places within the United Kingdom as the
      Company may require, the Company reimbursing the Executive
      in respect of all reasonable relocation expenses in accordance
      with the Company’s relocation policy at that time;
	 	 	 	 




  

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	 	 	3.4.3.	
      to travel to such places whether in or outside the United
      Kingdom by such means and on such occasions as the Company
      may from time to time require; and
	 	 	 	 
	 	 	3.4.4.	to
      transfer his employment to any other Group Company.
	 	 	 	 
	 	3.5.	The
      Company may appoint any other person to act jointly with
      the Executive.
	 	 	 	 
	 	3.6.	The
      Executive will keep the Board fully informed of his conduct
      of the business, finances or affairs of the Company or any
      other Group Company in a prompt and timely manner. The Executive
      will provide information to the Board in writing if requested.
	 	 	 	 
	 	3.7. 
      	
      The Executive will promptly disclose to the Board full details
      of any wrongdoing by any employee of any Group Company where
      that wrongdoing is material to that employee’s employment
      by the relevant company or to the interests or reputation
      of any Group Company. 
	 	 	 	 
	 	3.8. 
      	At
      any time during the employment the Company may require the
      Executive to undergo a medical examination by a medical
      practitioner appointed by the Company. The Executive authorises
      that medical practitioner to disclose to the Company any
      report or test results prepared or obtained as a result
      of that examination and to discuss with it any matters arising
      out of the examination which might prevent the Executive
      properly performing his duties.
	 	 	 	 
	4.    
       	Interests
      of the Executive   

	 	 	 	 
	 	4.1. 
      	The
      Executive will disclose promptly in writing to the Board
      all his interests (for example, shareholdings or directorships)
      in any businesses, whether or not of a commercial or business
      nature except his interests in any Group Company. 
	 	 	 	 
	 	4.2. 	
      Subject to Clause 4.3, during the Employment the Executive
      will not be directly or indirectly engaged or concerned
      in the conduct of any activity which is similar to or competes
      with any activity carried on by any Group Company (except
      as a representative of the Company or with the written consent
      of the Board). 
	 	 	 	 
	 	4.3. 
      	The
      Executive may not hold or be interested in investments which
      amount to more than one per cent of the issued investments
      of any class of any one company whether or not those investments
      are listed or quoted on any recognised Stock Exchange or
      dealt in on the Alternative Investments Market (an “Investment”).
      All such holdings must be held by way of bona fide investment
      only.
	 	 	 	 




  

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	 	 	The
      Executive will (and will procure that his wife and dependent
      children) comply with Part V of the Criminal Justice Act
      1993 and with the London Stock Exchange Limited’s Model
      Code for Securities Transactions by Directors of Listed
      Companies and rules or policies issued by the Company from
      time to time in relation to the holding or trading of securities. 
	 	 	 	 
	 	4.4. 	
      The Executive shall disclose to the Board any matters relating
      to his spouse, their children or their parents which, if
      they applied to the Executive, would contravene Clauses
      4.1 and/or 4.2, to the extent that the Executive has actual
      knowledge of such matters.
	 	 	 	 
	5.	Garden
      Leave 
	 	 	 	 
	 	At
      any time after notice to terminate the employment is given
      by either party under Clause 2.1 above, or if the Executive
      resigns without giving due notice and the Company does not
      accept his resignation, the Company may require the Executive
      to comply with any or all of the provisions in Clause 16.1
      and 16.2 for a maximum period of not more than 6 months
      (the “Garden Leave Period”). 
	 	 	 	 
	 	5.1. 
      	The
      Company may require that the Executive does not:
	 	 	 	 
	 	 	5.1.1. 
      	enter
      or attend the premises of the Company or any other Group
      Company; or
	 	 	 	 
	 	 	5.1.2. 	contact
      or have any communication with any customer or client of
      the Company or any other Group Company in relation to the
      business of the Company or any other Group Company; or 
	 	 	 	 
	 	 	5.1.3. 
      	contact
      or have any communication with any employee, officer, director,
      agent or consultant of the Company or any other Group Company
      in relation to the business of the Company or any other
      Group Company; or
	 	 	 	 
	 	 	5.1.4. 
      	become
      employed by, a director of, a partner of or act as a consultant
      to any other company, business, partnership or other entity;
	 	 	 	 
	 	 	5.1.5. 
      	remain
      or become involved in any aspect of the business of the
      Company or any other Group Company except as required by
      such companies.
	 	 	 	 
	 	5.2. 
      	 The
      Company may require the Executive: 
	 	 	 	 
	 	 	5.2.1.	
      complies with the provisions of Clause 22; and




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	 	 	5.2.2. 
      	immediately
      resigns from any directorship which he holds in the Company,
      any other Group Company or any other company where such
      directorship is held as a consequence or requirement of
      the employment, unless he is required to perform duties
      to which any such directorship relates in which case he
      may retain such directorships while those duties are ongoing.
      The Executive hereby irrevocably appoints the Company to
      be his attorney to execute any instrument and do anything
      in his name and on his behalf to effect his resignation
      if he fails to do so in accordance with this Clause 5.2.2
      
	 	 	 	 
	 	5.3. 
      	During
      the Garden Leave Period, the Executive will be entitled
      to receive his salary and all contractual benefits in accordance
      with the terms of this Agreement.
	 	 	 	 
	 	5.4. 
      	At
      the end of or at any time during the Garden Leave Period,
      the Company may, at its sole and absolute discretion, pay
      the Executive salary in lieu of the balance of any period
      of notice given by the Company or the Executive (less any
      deductions the Company is required by law to make). 
      

	 	 	 	 
	6. 	 Holiday
      Entitlement
	 	 	 	 
	 	During
      the Appointment the Executive shall be entitled to 25 working
      days’ paid holiday (in addition to public holidays)
      in each calendar year to be taken at such time or times
      as may be approved by the Board. Regulations 14, 15 and
      16 of the Regulations do not apply to this Appointment.
      Holiday entitlement not taken during the year may be carried
      over to the following year, provided it is taken before
      30 April in the following calendar year subject to a maximum
      of 5 calendar days. Upon the determination of the Appointment
      either the Executive shall be entitled to receive payment
      in lieu of accrued holidays not taken at that date (provided
      that such determination is not pursuant to Clause 19) or
      the Company shall be entitled to make a deduction from the
      Executive’s remuneration in respect of holidays taken
      in excess of the accrued entitlement. The accrued holiday
      entitlement at the date of determination shall be calculated
      on the basis of 2.08 days’ holiday for each completed
      calendar month of service in the then current calendar year
      and the amount of the payment in lieu or deduction shall
      be calculated on the basis of 1/260 of the Executive’s
      annual salary for each day’s holiday not taken or taken
      in excess of the accrued entitlement. For the avoidance
      of doubt if the Executive’s Appointment is terminated
      without notice, the Executive will not be entitled to holiday
      pay which would have accrued during the notice period, had
      the Executive continued to have been employed throughout
      that time.
	 	 	 	 
	 	 	 	 




  

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	7.    
       	Remuneration
      
	 	 	 	 
	 	7.1. 
      	During
      the Appointment, as remuneration for his services hereunder,
      the Executive shall be paid a fixed salary at the rate of
      £170,000 per annum or such other rate as may from time to
      time be agreed. Such salary shall be inclusive of any fees
      or remuneration which he would otherwise be entitled to
      receive from the Company or any Associated Company and shall
      be payable by bank credit transfer in equal monthly instalments
      in arrears on or around the last Thursday of each calendar
      month.
	 	 	 	 
	 	7.2. 
      	The
      Remuneration Committee of the Company will review the Executive’s
      salary annually. The first review will take place on 1 January
      2003. Any increase of salary is entirely at the Remuneration
      Committee’s discretion and the Company will have no
      contractual obligation to increase the Executive’s
      salary.
	 	 	 	 
	 	7.3. 
      	In
      addition to the said salary, the Executive shall participate
      in a relevant bonus scheme. The terms of the bonus will
      be agreed by the Remuneration Committee and the terms will
      be notified to the Executive.
	 	 	 	 
	8.    
       	Expenses
	 	 	 	 
	 	The
      Executive shall be entitled to be repaid all reasonable
      travelling hotel and other expenses properly authorised
      by the Board and incurred in or about the performance of
      the duties hereunder, which expenses shall be evidenced
      in such manner as the Company may specify from time to time.
	 	 	 	 
	9.    
       	Private
      Health Insurance
	 	 	 	 
	 	Provided
      that the Executive complies with any eligibility requirements
      or other conditions set by the Company and any insurer appointed
      by the Company the Executive, his spouse and where applicable
      his children under 21 may, at the Company’s expense,
      participate in the Company’s private health insurance
      arrangements subject always to the rules of the scheme.
	 	 	 	 
	10.
      	Permanent
      Health Insurance
	 	 	 	 
	 	Without
      prejudice to the Company’s right to terminate the Executive’s
      employment at any time in accordance with Clause 2, 19 or
      20, if the Executive complies with any eligibility or other
      conditions set by the Company and any insurer appointed
      by the Company from time to time (the “Insurer”),
      the Company shall provide the Executive with permanent health
      insurance. The terms upon which this insurance is provided
      and the level of cover will be in accordance with the Company’s
      policy from time to time. The Executive understands and
      agrees that if the Insurer fails or refuses to provide him
      with any benefit under the insurance arrangement provided
      by the Company the Executive will have no right of action
      against the Company in respect of such failure or refusal.




  

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	11. 
       	Death
      in Service
	 	 	 	 
	 	The
      Company will provide the benefit of four times annual salary
      on accidental death (subject always to the rules of such
      scheme). These arrangements are in addition to any death
      benefits hereafter provided under the Company’s Pension
      Scheme.
	 	 	 	 
	12. 
       	Pension
      
	 	 	 	 
	 	The
      Executive will be offered membership of the GPPP subject
      to and in accordance with the rules of the relevant scheme
      as amended from time to time. Subject to Inland Revenue
      limits and the Executive making a minimum contribution of
      4% of base salary per annum, the Company will pay contributions
      of 10% base salary to said scheme per annum.
	 	 	 	 
	13. 
       	 Company
      Car
	 	 	 	 
	 	The
      Company shall provide the Executive with 
	 	 	 	 
	 	(i)	
      a Company car to a value of up to £40,000 or a non
      pensionable car allowance of nine thousand pounds (£9,000)
      gross per annum payable monthly in arrears; and 
	 	 	 	 
	 	(ii)	
      a non pensionable petrol allowance of £166.66 gross
      per month payable monthly in arrears.
	 	 	 	 
	14. 
       	Mobile
      Phone 
	 	 	 	 
	 	To
      assist in the performance of the duties hereunder the Company
      shall during the Appointment provide the Executive with
      a mobile phone of a cost and type to be determined from
      time to time by the Board and subject to any terms and conditions
      which the Company may from time to time reasonably impose
      on the Executive in relation thereto. Subject thereto the
      Company shall bear the cost of maintaining the same and
      shall reimburse the Executive reasonable expenses of the
      mobile phone. The Executive shall:
	 	 	 	 
	 	14.1.
      	take
      good care of the mobile phone and ensure that the provisions
      and conditions of any policy of hiring or use thereto are
      observed;  

	 	 	 	 
	 	14.2.	
      return the mobile phone and all consequential machinery
      and all documents relating to such mobile phone to the Company’;s
      registered office immediately upon the termination of the
      Appointment howsoever arising.
	 	 	 	 
	15. 
       	Directors’
      and Officers’ Liability Insurance
	 	 	 	 
	 	The
      Company shall provide the Executive with directors’
      and officers’; liability insurance to 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. 
	 	 	 	 




  

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	16. 
       	Confidential
      information 
	 	 	 	 
	 	16.1.	The
      Executive shall not use or divulge or communicate to any
      person other than with proper authority any of the trade
      secrets or other confidential information of or relating
      to the Company or any of the Group Companies (including
      but not limited to details of customers, potential customers,
      consultants, suppliers, potential suppliers, designs, product
      details, future product details, prices, discounting arrangements,
      specific product applications, existing trade arrangements,
      terms of business and those in the course of negotiation,
      operating systems, pricing and fee structures, financial
      information, inventions, research and development activities
      which he may have created, developed, received or obtained
      while in the service of the Company or any of the Group
      Companies. This restriction shall continue to apply after
      the termination of the Appointment howsoever arising without
      limit in point of time including ideas, information or knowledge
      which may come into the public domain for so long as the
      Executive is in a position to use such information more
      readily than others who have not worked for the Company.
       

	 	 	 	 
	 	16.2.	
      The Executive shall not during the Appointment make otherwise
      than for the benefit of the Company any records (whether
      recorded on paper, computer memory or discs or otherwise)
      relating to any matter within the scope of the business
      of the Company or any of the Group Companies or concerning
      any of its or their dealings or affairs nor either during
      the Appointment or thereafter use or permit to be used any
      such records otherwise than for the benefit of the Company,
      it being agreed by the parties that all such records (and
      copies thereof) in the possession or control of the Executive
      shall be the property of the Company and shall be handed
      over by the Executive to the Company from time to time and
      on demand and in any event upon the termination of the Appointment.
	 	 	 	 
	17. 
       	Inventions
      and Creative Works 
	 	 	 	 
	 	17.1.	The
      Executive acknowledges that in the course of his employment
      and as part of his duties he may conceive or make, individually
      or with others, certain inventions, ideas, discoveries,
      developments, writings, designs, drawings, improvements
      and innovations, whether or not patentable, or capable of
      registration (collectively, “Inventions”);
      and he may develop or produce, individually or with others,
      certain works in which copyright and/or unregistered design
      right will subsist in various media, including but not limited
      to electronic materials (collectively, “Creative
      Works”) AND agrees that he will promptly disclose
      in writing to the Company all Inventions and Creative Works.




  

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	 	17.2.	“Intellectual
      Property” means patents, trademarks and service
      marks, rights in designs, trade or business names, copyrights
      (including rights in computer software) (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.
	 	 	 	 
	 	17.3.	The
      Executive acknowledges that any Inventions or Creative Works
      and any and all Intellectual Property subsisting or which
      may in the future subsist in such Inventions or Creative
      Works whether or not conceived or made during working hours,
      including, without limitation, those which: 
	 	 	 	 
	 	 	
      17.3.1.	relate
      in any manner to the business of the Company or any of the
      Group Companies or to its or their actual or demonstrably
      anticipated activities; or 
	 	 	 	 
	 	 	17.3.2.	

       result
      from or are made in the course of the Executive’s employment
      by the Company; or 
	 	 	 	 
	 	 	17.3.3.	involve
      the use of any equipment, supplies, facilities, confidential
      information, documents, Intellectual Property or time of
      the Company or any of the Group Companies,
	 	 	 	 
	 	 	will
      on creation vest in and be the exclusive property of the
      Company in the United Kingdom or any other part of the world
      and where the same does not automatically vest as aforesaid
      the Executive agrees to assign the same to the Company (or
      as it may direct) or in the case of any future copyright
      in the same the Executive hereby assigns such copyright
      to the Company.
	 	 	 	 
	 	17.4.	The
      Executive agrees that, without limitation to the foregoing:
      
	 	 	 	 
	 	 	17.4.1.	
      any Invention disclosed by the Executive to a third person
      or described in a patent or registered design application
      filed by the Executive or on the Executive’s behalf;
      and
	 	 	 	 
	 	 	17.4.2.	any
      Creative Work disclosed to a third person, published or
      the subject of an application for copyright or other registration
      filed by the Executive or on the Executive’s behalf,
	 	 	 	 
	 	 	during
      or within six (6) months following termination of the Appointment
      will be presumed to have been written, developed, produced,
      conceived or made by the Executive during the Appointment,
      unless proved by the Executive to have been written, 




  

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	 	 	developed,
      produced, conceived or made by the Executive following the
      termination of the Appointment. 
	 	 	 	 
	 	17.5. 	The
      Executive hereby irrevocably waives any rights which he
      may have in the Inventions or the Creative Works which are
      or have been conferred on him by Chapter IV of Part I of
      the Copyright, Designs and Patents Act 1988 headed “Moral
      Rights” and by any other laws of a similar or equivalent
      nature in any of the countries of the world.
	 	 	 	 
	 	17.6.	
      The Executive will also, at the Company’s request and
      expense, execute specific assignments of any Inventions
      or Creative Work and execute, acknowledge and deliver such
      other documents and take such further action as the Company
      may require, at any time during or subsequent to the period
      of the Appointment, to vest or evidence title in Inventions
      or Creative Works in the Company (or as it may direct) and
      to obtain, maintain and defend the Intellectual Property
      in the Inventions or Creative Works in any and all countries
      or to otherwise give effect to the provisions of this Agreement.
	 	 	 	 
	 	17.7.	The
      Executive HEREBY IRREVOCABLY APPOINTS the Company to be
      his attorney in his name and on his behalf to execute and
      do any such instrument or thing and generally to use his
      name for the purpose of giving to the Company or its nominee
      the full benefit of the provisions of this Clause 17 and
      acknowledges in favour of any third party that a certificate
      in writing signed by any Director or the Secretary of the
      Company that any instrument or act falls within the authority
      hereby conferred shall be conclusive evidence that such
      is the case.
	 	 	 	 
	 	17.8.	The
      Executive shall not knowingly do or permit to be done any
      act or omit to do any thing which might imperil, jeopardise
      or prejudice any of the rights referred to in this Clause
      17 or which might invalidate or prejudice any application
      made by the Company for a patent, registered design, copyright,
      design right or other similar right in any part of the world.
      
	 	 	 	 
	18. 
       	Restrictions
      after Termination
	 	 	 	 
	 	18.1.	The
      Executive shall not for the following periods after the
      termination of the Appointment howsoever arising (but excluding
      repudiatory breach of this Agreement by the Company) save
      with the prior written consent of the Board which shall
      not be unreasonably refused directly or indirectly, either
      alone or jointly with or on behalf of any person, firm,
      company or entity and whether on his own account or as principal
      partner, shareholder, director, employee, consultant or
      in any other capacity whatsoever: 




  

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	 	 	18.1.1.	for
      3 months (less any Garden Leave Period imposed by the Company
      under Clause 5 above) following termination in the Relevant
      Territory and in competition with the Company or any of
      the Relevant Group Companies engage, assist or be interested
      in any undertaking which provides services/products identical
      or similar to those provided by the Company or any of the
      Relevant Group Companies in the 12 months prior to termination
      and with which the Executive was concerned in the said period
      of 12 months; 
	 	 	 	 
	 	 	18.1.2.	for
      6 months (less any Garden Leave Period imposed by the Company
      under Clause 5 above) following termination in the Relevant
      Territory solicit or interfere with or endeavour to entice
      away from the Company or any of the Relevant Group Companies
      any person, firm, company or entity who was a client/customer
      of the Company or any of the Relevant Group Companies in
      the 12 months prior to termination and with whom the Executive
      was concerned or had personal contact in the said period
      of 12 months;
	 	 	 	 
	 	 	18.1.3. 
      	for
      3 months (less any Garden Leave Period imposed by the Company
      under Clause 5 above) following termination in the Relevant
      Territory be concerned with the supply of services/products
      to any person, firm, company or entity which was a client/customer
      of the Company or any of the Relevant Group Companies in
      the 12 months prior to termination where such services/products
      are identical or similar to or in competition with those
      services/products supplied by the Company or any of the
      Relevant Group Companies in the said 12 month period, with
      which supply the Executive was concerned in the said period
      of 12 months; 
	 	 	 	 
	 	 	18.1.4.
      	for
      6 months (less any Garden Leave Period imposed by the Company
      under Clause 5 above) following termination in the Relevant
      Territory solicit or interfere with or endeavour to entice
      away from the Company or any of the Relevant Group Companies
      any person, firm, company or entity who was a supplier of
      services/goods to the Company or any of the Relevant Group
      Companies in the 12 months prior to termination and with
      whom the Executive was concerned or had personal contact
      in the said period of 12 months; 
	 	 	 	 
	 	 	18.1.5. 	for
      6 months (less any Garden Leave Period imposed by the Company
      under Clause 5 above) following termination offer to employ
      or engage or solicit the employment or engagement of any
      person who immediately prior to the  

	 	 	 	 




  

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	 	 	 	date
      of termination and during that 6 month period remains a
      significant employee or director of the Company or any of
      the Relevant Group Companies and with whom the Executive
      closely in the 12 months prior to termination (whether or
      not such person would commit any breach of their contract
      of employment or engagement by reason of leaving the service
      of such company); and 
	 	 	 	 
	 	 	18.1.6.	represent
      himself as being in any way connected with or interested
      in the business of the Company or any of the Relevant Group
      Companies. 
	 	 	 	 
	 	18.2. 	Each
      of the obligations contained in this clause constituted
      an entire separate and independent restriction on the Executive,
      despite the fact that they may be contained in the same
      phrase and if any part is found to be unenforceable the
      remainder will remain valid and enforceable. 
	 	 	 	 
	 	18.3.    
      	While
      the restrictions are considered by the parties to be fair
      and reasonable in the circumstances, it is agreed that if
      any such restrictions should be judged to be void or ineffective
      for any reason but would be treated as valid and effective
      if part of the wording thereof were deleted or the periods
      thereof reduced or the area thereof reduced in scope, the
      said restrictions shall apply with such modifications as
      will be necessary to make them valid and effective.
	 	 	 	 
	 	18.4.
      	The
      Executive agrees that he will at the request and cost of
      the Company enter into a direct agreement with any of the
      Group Companies under which he will accept restrictions
      corresponding to the restrictions contained in this clause
      (or such as will be appropriate in the circumstances) in
      relation to such Group Company.
	 	 	 	 
	 	18.5.	The
      provisions of this clause will not prevent the Executive
      from holding an Investme
	 	 	 	 
	 	18.6.	For
      the purposes of this Clause:
	 	 	 	 
	 	 	18.6.1. 
      	
      a “Relevant Group Company” shall mean any of the
      Group Companies for which the Executive has performed services
      or in which he has held office during the 12 months immediately
      preceding termination; and
	 	 	 	 
	 	 	18.6.2.	“the
      Relevant Territory” shall mean the following countries
      UK, US, France, Germany, Holland, Scandinavia, Korea, Japan,
      and Taiwan.




  

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	19. 
       	Termination
      by Events of Default
	 	 	 	 
	 	19.1.  
      	The
      Company may terminate the Employment immediately by written
      notice if the Executive:
	 	 	 	 
	 	 	19.1.1. 	
      has not performed his duties under this agreement to the
      standard required by the Board;
	 	 	 	 
	 	 	19.1.2. 	commits
      any serious or persistent breach of his obligations under
      this agreement; or
	 	 	 	 
	 	 	19.1.3.	
      does not discharge his duties efficiently and diligently;
      or 
	 	 	 	 
	 	 	19.1.4.	does
      not comply with any term of this agreement; or
	 	 	 	 
	 	 	19.1.5.	does
      not comply with any lawful order or direction given to him
      by the Board; or 
	 	 	 	 
	 	 	19.1.6.	is
      guilty of any gross misconduct or conducts himself (whether
      in connection with the Employment or not) in a way which
      is harmful to any Group Company; or
	 	 	 	 
	 	 	19.1.7.	is
      guilty of dishonesty or is convicted of an offence (other
      than a motoring offence which does not result in imprisonment)
      whether in connection with the Employment or not; or
	 	 	 	 
	 	 	19.1.8.	commits
      (or is reasonably believed by the Board to have committed)
      a breach of any legislation in force which may affect or
      relate to the business of any Group Company; or
	 	 	 	 
	 	 	19.1.9.  	becomes
      of unsound mind, is bankrupted or has a receiving order
      made against him or makes any general composition with his
      creditors or takes advantage of any statute affording relief
      for insolvent debtors; or
	 	 	 	 
	 	 	19.1.10.	becomes
      disqualified from being a director of a company [or the
      Executive’s directorship of the Company terminates
      without the consent or concurrence of the Company].
	 	 	 	 
	 	19.2.
      	The
      Executive will have no claim for damages or any other remedy
      against the Company if the Employment is terminated for
      any of the reasons set out in clause 19.1. 
	 	 	 	 
	 	19.3.	Any
      delay by the Company in exercising such right to terminate
      shall not constitute a waiver thereof.




  

  13 















	20. 
      	 Incapacity
      
	 	 	 	 
	 	20.1.
      	If
      the Executive shall be incapacitated during the Appointment
      by ill-health or accident from performing his duties hereunder
      for an aggregate of 130 working days or more in any period
      of twelve months the Company may by written notice to the
      Executive forthwith (or as from a future date specified
      in the notice) discontinue payment in whole or part of the
      remuneration under Clause 7 hereof until the Executive returns
      to work shall cease or (whether or not his remuneration
      shall have been discontinued as aforesaid) determine the
      Appointment. Subject as aforesaid the said remuneration
      shall continue to be payable to the Executive under Clause
      7 notwithstanding such incapacity but the Company shall
      be entitled to set off or deduct therefrom the amount of
      any sickness or other benefit to which the Executive is
      entitled under Social Security legislation for the time
      being in force.
	 	 	 	 
	 	20.2.
      	If
      the Executive is absent from work due to sickness or injury
      which is caused by the fault of another person, and as a
      consequence recovers from that person or another person
      any representing compensation for loss of salary under this
      Agreement, the Executive will repay to the Company any money
      it has paid to him as salary in respect of the same period
      of absence.
	 	 	 	 
	21. 
       	Suspension
	 	 	 	 
	 	The
      Company may suspend the Executive from the Employment on
      full salary for a reasonable period to investigate any matter
      in which the Executive is implicated or involved (whether
      directly or indirectly).
	 	 	 	 
	22. 
       	Obligations
      upon Termination 
	 	 	 	 
	 	Upon
      the termination of the Appointment [or the commencement
      of Garden Leave] howsoever arising the Executive shall:
	 	 	 	 
	 	22.1. 
      	at
      any time or from time to time thereafter upon the request
      of the Company, resign without claim for compensation from
      all offices held in the Company or any of the Group Companies
      and from membership of any organisation acquired by reason
      of or in connection with the Appointment and shall he fail
      to do so the Company is hereby irrevocably appointed to
      be the Executive’s Attorney in his name and on his
      behalf to execute any documents and to do any things necessary
      or requisite to give effect to this sub-clause; 
	 	 	 	 
	 	22.2.
      	deliver
      to the Board all documents (including, but not limited to,
      correspondence, lists of clients or customers, notes, memoranda,
      plans, drawings and other documents of whatsoever nature
      and all copies thereof) made or compiled or acquired by
      the Executive during the Appointment and concerning the
      business, finances or affairs of the Company or any of the
      Group Companies or clients.




  

  14 















	 	 	 
      
	23. 
       	Reconstruction
      and Amalgamation 
	 	 	 	 
	 	If
      at any time the Executive’s employment is terminated
      in connection with any reconstruction or amalgamation of
      the Company or any of the Group Companies whether by winding
      up or otherwise and the Executive receives an offer on terms
      which (considered in their entirety) are not less favourable
      to any material extent than the terms of this Agreement
      from a company involved in or resulting from such reconstruction
      or amalgamation the Executive shall have no claim whatsoever
      against the Company or any such company arising out of or
      connected with such termination.
	 	 	 	 
	24. 
       	Notices
	 	 	 	 
	 	Any
      notice to be given hereunder shall be in writing. Notices
      may be given by either party by personal delivery or post
      or by fax addressed to the other party at (in the case of
      the Company) its registered office for the time being and
      (in the case of the Executive) his last known address and
      any such notice given by letter or fax shall be deemed to
      have been served at the time at which the letter was delivered
      personally or transmitted or if sent by post would be delivered
      in the ordinary course of post.
	 	 	 	 
	25. 
       	Previous
      Contracts
	 	 	 	 
	 	This
      Agreement is in substitution for any previous contract of
      service between the Company or any of the Group Companies
      and the Executive which shall be deemed to have been terminated
      by mutual consent as from the commencement of the Appointment.
	 	 	 	 
	26. 
       	Data
      Protection
	 	 	 	 
	 	26.1.	For
      the purposes of the Data Protection Act 1998 (as amended),
      the Executive gives his consent to the holding and processing
      of personal data provided by him to the Company or other
      Group Companies for all purposes relating to the performance
      of this agreement including, but not limited to:
	 	 	 	 
	 	 	26.1.1.	administering
      and maintaining personal records; 
	 	 	 	 
	 	 	26.1.2.	paying
      and reviewing salary and other remuneration and benefits;
	 	 	 	 
	 	 	26.1.3.	providing
      and administering benefits (including, if relevant, pension,
      life assurance, permanent health insurance and medical insurance);
      




  

  15 















	 	 	26.1.4.
      	undertaking
      performance appraisals and reviews;
	 	 	 	 
	 	 	26.1.5.	maintaining
      sickness and other absence records;
	 	 	 	 
	 	 	26.1.6.	taking
      decisions as to the Executive’s fitness for work; 
	 	 	 	 
	27.
      	
      Proper Law
	 	 	 	 
	 	This
      Agreement shall be governed and construed in all respects
      in accordance with English law.
	 	 	 	 
	28.
      	Construction
      
	 	 	 	 
	 	28.1.	The
      headings in this Agreement are inserted for convenience
      only and shall not affect its construction.
	 	 	 	 
	 	28.2. 	Any
      reference to a statutory provision shall be construed as
      a reference to any statutory modification or re-enactment
      thereof (whether before or after the date hereof) for the
      time being in force.
	 	 	 	 
	29. 
       	Contracts
      (Rights of Third Parties) Act 1999
	 	 	 	 
	 	A
      party who is not a party to this Agreement has no right
      under the Contracts (Rights of Third Parties) Act 1999 to
      enforce any term of this Agreement but this does not affect
      any right or remedy of the third party which exists or is
      available apart from in relation to that Act.
	 	 	 	 
	30. 
       	Statutory
      Information and Schedule 1 
	 	 	 	 
	 	This
      Agreement and the attached Schedule contain the written
      particulars of employment which the Executive is entitled
      to receive under the provisions of the Employment Rights
      Act 1996. Schedule 1 hereto (in addition to this Agreement)
      constitutes a written statement as at the date hereof of
      the terms of employment of the Executive; it does not form
      part of the contract of employment and may be varied by
      the Company by notice in writing to the Executive of any
      changes applicable to his employment.




16
  














In witness whereof the Executive has
  signed as a deed and the Company has signed the day and year
  first before written.

SIGNED as a DEED by the said

  TIMOTHY SCORE       /s/
  Timothy Score

  in the presence of: 

  

   /s/ J.P. Horton      

Witness’s signature 
	 	 
	Name
      	J.P.
      Horton
	 	 
	Address	Chestnut
      Barn

      Aylesbury Road

      Monks Risborough, HP27 OJT
	 	 
	Occupation	Marketing
      Director


  

SIGNED
  by [        ]

  duly authorised for and on behalf of 

  ARM Limited in the presence of:




Director      /s/ Warren
  East



Secretary



  

  17 














 Schedule
  1

	1. 	The
      Executive has been continuously in the employment of the
      Company (including reckonable service with any of the Group
      Companies) since [fill in start date].
	 	 
	2.	Rate
      of Remuneration and the intervals at which it is paid are
      contained in Clause 6.
	 	 
	3.	There
      are no specific terms and conditions relating to hours of
      work except as provided in Clause 3.2. 
	 	 
	4.	The
      terms and conditions relating to holidays are contained
      in Clause 6 and those relating to sickness are contained
      in Clause 20.
	 	 
	5.	The
      Executive is entitled to participate in (i) such pension
      arrangements as may be made for his benefit, (ii) accident
      disability scheme, and (iii) medical insurance scheme (subject
      always to the rules thereof as amended from time to time);
      full details of which are available from the Company Secretary.
      
	 	 
	
      6.	Particulars
      as to the length of notice to terminate are contained in
      Clause 2. 
	 	 
	7.	
      Particulars as to the work for which the Executive is employed
      are contained in Clause 3.
	 	 
	8.	Subject
      to Clause 4 the Executive’s place of work at the date
      of this Schedule is 110 Fulbourn Road, Cambridge CB1 9NJ.
	 	 
	9.	There
      are no disciplinary rules applicable to the Executive except
      as provided in this Agreement and if the Executive is dissatisfied
      with any disciplinary decision he should apply orally or
      in writing to the Board. 
	 	 
	10.	Any
      application for the purpose of seeking redress of any grievance
      relating to the Executive’s employment should be made
      either orally or in writing to the Chief Executive Officer
      of the Company and if still unresolved after ten days to
      the Board. 
	 	 
	11.	A
      contracting-out certificate is not in force in respect of
      the Executive’s employment. 
	 	 
	12.	Details
      of the Executive’s work outside the UK are contained
      in Clause 4.  





  

  18