Exhibit 4.9


Exhibit
  4.9




  LINKLATERS

    & ALLIANCE

  

   

  

  Dated 17 July, 2002

  (1)
    ARM LIMITED

  and

  (2)
    MICHAEL JAMES INGLIS

  EXECUTIVE SERVICE AGREEMENT

  
   

   

   

  	  	 LINKLATERS

          One Silk Street

          London EC2Y 8HQ

          Telephone: (44-20) 7456 2000

          Facsimile: (44-20) 7456 2222

          Ref: KEV FXXB










  An Agreement made the 16th
    day of July 2002 between:

  	(1)	 	ARM
        Limited (Company Number: 2557590) whose registered
        office is situated at 110 Fulbourn Road, Cambridge CB1
        9NJ (the “Company”); and
	 	 	 
	(2)	 	Michael James Inglis of 31 Church Street,
        Guilden Morden, Royston, Hertfordshire SG8 OJD (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 be deemed to have commenced on 16
        July 2002 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 Executive’s 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 Vice President of Marketing of the Company
        or such other duties as may be agreed by the Executive
        and the Company from time to time. 
	 	 	 
	 	3.2.	 The Executive’s normal
        working hours are from 9:00 AM to 5:30 PM 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;
	 	 	 	 
	 	 	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


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	 	 	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 5.1
        and 5.2 for a maximum period of not more than 6 months
        - (the “Garden Leave Period”). 
	 	 
	 	5.1.	 During the Garden Leave
        Period 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. 	 During the Garden Leave
        Period 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 termination 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 termination
        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.
	 	 
	 7.      	Remuneration


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	 	7.1.	 During the Appointment,
        as remuneration for his services hereunder, the Executive
        shall be paid a fixed salary at the rate of £160,000
        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
        installments in arrears on or around the twenty-sixth
        day of each month unless that day falls on a Saturday,
        Sunday or statutory bank holiday, in which case payment
        will be made on the nearest Friday to that day.
	 	 	 
	 	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 may participate in the Company Executive
        Bonus Scheme (“CEBS”). The terms of the CEBS
        will be determined by the Remuneration Committee as agreed
        from time to time and the terms will be notified to the
        Executive. Participation in the CEBS is subject to the
        terms set by the Remuneration Committee, as amended from
        time to time.
	 	 	 
	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 Clauses 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 


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  	 	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.
	 	 
	11. 	 Death in Service
	 	 
	 	During the period of the
        Appointment, the Company will provide the benefit of death
        in service insurance at the rate 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. In the insurer fails or refuses to provide
        the Executive’s personal representatives with any
        benefit under the insurance arrangement provided by the
        Company, the Executive’s personal representatives
        will have no right of action against the Company in respect
        of such failure or refusal.
	 	 
	12.	 Pension
	 	 
	 	The Executive will be offered
        membership of the Group Personal Pension Plan (“GPPP”)
        subject to and in accordance with the rules of the relevant
        plan as amended from time to time. Currently, 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 the GPPP
        per annum. The Company reserves the right to amend the
        rate of contribution and other terms of the GPPP in accordance
        with the rules of the relevant plan as amended from time
        to time.
	 	 
	13. 	  Company Car
	 	 
	 	The Company shall provide
        the Executive with a non pensionable car allowance of
        nine thousand pounds (£9,000) gross per annum payable
        monthly in arrears; and a petrol allowance of two thousand
        pounds (£2,000) gross per annum 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;


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	 	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.
	 	 
	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
	 	 


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  	 	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 the Executive agrees that he will
        promptly disclose in writing to the Company all Inventions
        and Creative Works.
	 	 	 
	 	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
	 	 	 	 


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  	 	 	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, 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
        


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  	 	 	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:
	 	 	 
	 	 	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


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  	 	 	 	 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
        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 constitutes 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 Investment.
	 	 	 
	 	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
	 	 	 	 


  
     

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  	 	 	18.6.2.	 “the Relevant Territory” shall
        mean the following countries UK, US, France, Germany,
        Holland, Scandinavia, Korea, Japan, and Taiwan.
	 	 	 	 
	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 Appointment
        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 Appointment 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.
	 	 	 


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  	 	19.3.	 Any delay by the Company
        in exercising such right to terminate shall not constitute
        a waiver thereof.
	 	 	 
	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 or (whether or not his remuneration shall
        have been discontinued as aforesaid) terminate 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
	 	 	 
	 	At any time or from time
        to time upon the request of the Company or upon the termination
        of the Appointment or the commencement of the Garden Leave
        Period howsoever arising the Executive shall:
	 	 	 
	 	22.1. 	 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.	 immediately deliver to the
        Board all documents and all other materials (including,
        but not limited to, correspondence, lists of clients or
        


  
     

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  	 	 	customers, notes, memoranda,
        plans, drawings and other documents and material 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 and
	 	 	 
	 	22.3.	 immediately deliver to the
        Board all other property belonging or relating to the
        Company or to any of the Group Companies.
	 	 	 
	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;


  
     

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  	 	 	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);
	 	 	 	 
	 	 	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 

  MICHAEL JAMES INGLIS        /s/
  Michael James Inglis

  in the presence of:
  Witness’s signature        /s/
    Melinda Jackson

  Name         Melinda
    Jackson 

  Address      26
    Cow Lane, Rampton

                       Cambridgeshire
    CB4 8Q9

  Occupation  Corporate Assistant

  SIGNED by          D.W.A.
  East

               
           /s/ Warren
  East

  duly authorised for and on behalf of

  ARM Limited in the presence of: 
   

  Director           /s/
    Tim Score

    

    Secretary

   

  17




  
  
   Schedule 1





    	 The Executive has been continuously in the employment
      of the Company (including reckonable service with any of
      the Group Companies) since 27 May 2002.

      

    



  
    	 Rate of Remuneration and the intervals at which it is
      paid are contained in Clause 6.

      

    



  
    	 There are no specific terms and conditions relating to
      hours of work except as provided in Clause 3.2.

      

    



  
    	 The terms and conditions relating to holidays are contained
      in Clause 6 and those relating to sickness are contained
      in Clause 20.

      

    



  
    	 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.

      

    



  
    	 Particulars as to the length of notice to terminate are
      contained in Clause 2.

      

    



  
    	 Particulars as to the work for which the Executive is
      employed are contained in Clause 3.

      

    



  
    	 Subject to Clause 3.2 the Executive’s place of work
      at the date of this Schedule is 110 Fulbourn Road, Cambridge
      CB1 9NJ.

      

    



  
    	 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.

      

    



  
    	 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.

      

    



  
    	 A contracting-out certificate is not in force in respect
      of the Executive’s employment.

      

    



  
    	 Details of the Executive’s work outside the UK are
      contained in Clause 3.2.




18