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                                                                                                                                                                                                                          CONTRACT OF EMPLOYMENT                                                BETWEEN                                 LUXFER HOLDINGS PLC                                                  AND                                          Alok Maskara                                                                                                                                                                                                 LUXFER HOLDINGS PLC                                 Anchorage Gateway, 5 Anchorage Quay,                                                       Salford, M50 3XE                                      LUXFER GAS CYLINDERS LIMITED                                            A member of LUXFER GROUP                                                              Anchora                                                                        





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT     THIS AGREEMENT    BETWEEN  (1)    LUXFER HOLDINGS PLC (Company Registration No.3690830) whose registered office is         at Anchorage Gateway, 5 Anchorage Quay, Salford M50 3XE (“the Company”), and  (2)    Alok Maskara of 1351 E.Bywater Lane, Milwaukee, WI 53217 USA    MEANING OF WORDS USED  “Board”:             the Board of Directors of Luxfer from time to time (including any committee of the                      Board duly appointed by it);  “Change of Control”:  has the meaning set forth in sub-clause 6.3.7.  "Group Company":    a holding company from time to time of the Company or any subsidiary or                      associated company from time to time of the Company or of any such holding                      company  (for  which  purpose  "holding  company"  and  "subsidiary"  have  the                      meanings ascribed to them by Section 1159 of the Companies Act 2006 as                      amended by Section1160 from time to time and "associated company" means                      any company where any such holding company or subsidiary holds or controls                      more than 20% of the equity share capital);  “Luxfer”:           Luxfer Holdings PLC the ultimate holding company of the Company;  “Luxfer Group” or “Group”: means the Group Companies whose ultimate holding company is Luxfer;  “Person”:           includes a body corporate and an unincorporated association of persons and                      references to a company include any body corporate.  “Termination Date”:    the date this Agreement terminates for any reason.    RECITALS  This Agreement contains the entire and only agreement and will govern the relationship between the  Company and you from the Commencement Date in substitution for all previous agreements and  arrangements (whether written, oral or implied) between the Company or any Group Company and  you relating to your services all of which you agree by executing this Agreement will be deemed to  have terminated by mutual consent with effect from the Commencement Date.   Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no  remedies  in  respect  of,  any  statement,  representation,  assurance  or  warranty  (whether  made  innocently or negligently) that is not set out in this Agreement.  Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent  misstatement based on any statement in this Agreement.  Nothing in this clause shall limit or exclude any liability for fraud.    1.     APPOINTMENT, POSITION AND DURATION         1.1     You will be employed in the position as described in the schedule to this Agreement                 ("the Schedule").  You will be employed in this position, subject to the terms of this                 Agreement and to any subsequent mutually agreed variation in your position, until                 this Agreement is terminated in accordance with clause 15 below.           1.2     Your employment with the Company in the position set out in the Schedule shall be                 deemed to have commenced on the Commencement Date shown in the Schedule.                                                                                 LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT           1.3    You will if and so long as you are required by the Company carry out duties and/or                 act as director of the Company and/or a director, officer, or employee of any other                 Group Company.         1.4     You  will  be  appointed  as  a  director  of  the  Company  or  any  successor  holding                 company of Luxfer Group. The Company is not obliged to ensure that you remain                 a director of that Company or successor holding company within the meaning of                 Section 250 of the Companies Act 2006, as amended from time to time, and your                 removal from the Board by a shareholders’ resolution if required by law or by any                 Group Company pursuant to a relevant Article of Association of the Company does                 not amount to a breach of this Agreement by the Company.  2.     DUTIES         2.1    You shall perform such duties and exercise such powers as shall from time to time                be reasonably and lawfully required of you in your position of Chief Executive Officer                or such other duties as may be .required of you from time to time by the Board.         2.2    Nothing in this Agreement requires the Company to allocate any, or any particular,                duties to you or to provide you with any facilities or opportunity to work.          2.3    In the performance of your obligations under this Agreement you are required at all                times to obey such lawful instructions as may be given to you from time to time by                the  Board  and  to  comply  with  all  policies  and  procedures  relating  to  equal                opportunities, harassment, health and safety, bribery, competition and with all other                rules  and  procedures  introduced  by  the  Company  or  Luxfer  from  time  to  time                including but not limited to the Luxfer Group Code of Ethics and the Luxfer Group                Insider  Trading  Policy.   For  the  avoidance  of  doubt  such  rules,  policies  and                procedures  do  not  form  a  part  of  your  contract  of  employment  and  are  not                incorporated by reference into this Agreement.  They can be changed, replaced or                withdrawn  at  any  time  at  the  discretion  of  the  Company.   Breach  of  any  rules,                policies or procedures may result in disciplinary action.          2.4    During the course of your employment you shall:                 2.4.1  promptly make such reports to the Board of Luxfer in connection with the                        affairs of the Company and any Group Company on such matters and at                        such times as reasonably required;                 2.4.2  report your own wrongdoing and any wrongdoing or proposed wrongdoing                        of any other employee or director of the Company or a Group Company to                        the  Chairman  of  the  Board  or  the  Board  as  appropriate  immediately  on                        becoming aware of it;                 2.4.3  consent to the Company monitoring and recording any use that you make                        of  the  Company’s  electronic  communication  systems  for  the  purpose  of                        ensuring that the Company and Luxfer rules are being complied with and                        for legitimate business purposes;                  2.4.4  comply with the requirements under both legislation and regulation as to                        the disclosure of inside information;                 2.4.5  comply  with  the  articles  of  association  of  the  Company  and  any                        constitutional documents of any Group Company (as amended from time                        to time) of which you are a director or officer;                2.4.6   act as a director of the Company and carry out duties on behalf of any other Group                        Company including, if so required by the Board, acting as an officer or consultant                        of any such Group Company;                                2.4.7    abide by any statutory, fiduciary or common-law duties to any Group Company of                        which you are a director;                                2.4.8   do such things as are  reasonable and  necessary  to  ensure  that  you and any                        relevant Group Company comply with the UK and USA legislation rules including                                                                               LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                         but not limited to Companies Act 2006 Listing Rules the Market Abuse Regulation                        (596/2014/EU) and the UK Corporate Governance Code (as amended from time                        to time);                                2.4.9   comply with all requirements, recommendations or regulations, as amended from                        time to time, of the NYSE  or any  regulatory  authorities relevant  to  any Group                        Company and any code of practice, policies or procedures manual issued by the                        Company (as amended from time to time) relating to dealing in the securities of                        any Group Company;                                2.4.10  neither commit or attempt to commit the criminal offence of insider dealing nor                        contravene  Articles  14,  15  or  19  of  the  Market  Abuse  Regulation  (Regulation                        596/2014/EU);                                2.4.11  comply  with  the  Company’s  anti-corruption  and  bribery  policy  and  related                        procedures;                                2.4.12  unless  prevented  by  Incapacity,  devote  the  whole  of  your  time,  attention  and                        abilities to the business of the Company and any Group Company of which you                        are an officer or consultant;                                2.4.13  faithfully and diligently exercise such powers and perform such duties as may                        from time to time be assigned to you by the Board together with such person or                        persons as the Board may appoint to act jointly with you;                                2.4.14  comply with all reasonable and lawful directions given to you by the Board; and,                                2.4.15  use your best endeavours to promote, protect, develop and extend the business                        of the Company and the Group;                  3.     HOURS OF WORK         There are no fixed hours of work for this employment. You are required to work such hours         as may be necessary for the proper performance of your duties.  Normal office hours will be         advised to you by the Company, but you will be expected to work additional hours and any         time  off  in  lieu  is  entirely  at  the  Company's  discretion  and  subject  to  the  needs  of  the         business.           4.     EXPENSES         You will be reimbursed for all out-of-pocket expenses reasonably and properly incurred by         you in the performance of your duties under this Agreement in accordance with the ‘Luxfer         Group UK Personal Expenses Manual’.  A copy of this document can be obtained from the         Luxfer Group Finance Department. On long-haul flights, you are expected to travel business         class where that is available. First class rail travel and domestic US first class flights are         acceptable, but you are encouraged to travel economy on short flights. For the avoidance of         doubt this policy is not incorporated by reference into this Agreement and it may be changed,         replaced or withdrawn at any time at the discretion of the Company.     5.     LOCATION         Your normal place of work will be the Company’s headquarters as specified in the Schedule.         You  are  expected  to  have  your  business  office  there.  You  are  free  to  decide  on         accommodation. It is recognised, however, that you will be based in the USA for the balance         of 2017.         You will, however, from time to time, be required to perform the duties hereunder at and from         any of the Company's or Group Company’s premises and shall undertake such travel within         the United Kingdom, USA, and overseas as the Company shall reasonably require.                                                                                 LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT     6.     BENEFITS         During the course of your employment you will receive the following:-         6.1     Basic Salary                You shall be paid, with effect from the Commencement Date, a gross annual salary                as described in the Schedule which will accrue from day to day and be payable by                equal  monthly  instalments  on  the  15th  day  of  each  month  direct  to  your  bank                account.                Your remuneration shall be reviewed annually on or about the 1 January in each                year  (or  such  other  date  as  the  Board  shall  determine)  in  accordance  with  the                requirements of the Remuneration Policy. The Company will be under no obligation                to award an increase following a review of your remuneration,                  Your salary will be inclusive of any director’s fees to which you may be entitled as                a director of the Company or any Group Company.                         6.2.    Bonus Scheme                 You will be entitled to participate in the Luxfer Group Management Bonus Scheme                 (“the Bonus Scheme”) with the minimum target of 100% of your annual salary (the                 “Target  Bonus  Opportunity”)  and  a  maximum  potential  bonus  of  150%  of  your                 annual  salary  (the  “Maximum  Bonus  Opportunity”)  (together  the  Target  Bonus                 Opportunity and the Maximum Bonus Opportunity will be referred to as the “Total                 Bonus Opportunity”).  Of the Total Bonus Opportunity of 150% of annual salary, a                 bonus of between 50% (at budget) and 100% (at stretch) of annual salary will be                 earned based upon achievement of Key Performance Indicators (“KPIs”) chosen                 by the remuneration committee of the Board. A bonus opportunity of 50% of annual                 salary will be earned based upon achievement of one to five personal or strategic                 objectives set by the Board.  The Board is committed to setting reasonable and                 appropriate personal and strategic objectives for you every year, Bonus targets at                 budget  and  stretch  for  Group  KPIs  will  be  the  same  for  you  as  for  other  senior                 executives. If Group profit is chosen as a personal or strategic objective the target                 will be the same as set for any other senior executives.                 Notwithstanding the foregoing, the portion of the Total Bonus Opportunity that is                 based upon personal or strategic objectives is not payable if the Company does not                 meet  or  exceed  its  budgeted  profit  threshold  as  set  up  by  the  remuneration                 committee.  The  current  profit  threshold  is  set  at  90%  of  budget  trading  profit.                 Participation in the Bonus Scheme is otherwise subject to the rules of the Bonus                 Scheme which shall be reviewed from time to time and which may be amended or                 replaced in the Company's absolute discretion.  The Company may alter the terms                 of any bonus targets or withdraw them altogether at any time without prior notice.                 No  such  review  or  alteration  may  directly  or  indirectly  reduce  the  Target  Bonus                 Opportunity or the Maximum Bonus Opportunity. Participation in or payments under                 any such Bonus Scheme for any year will not confer any right upon you to be paid                 a  bonus  the  following  year  or  subsequent  years.   Bonus  payments  are  not                 pensionable.  Bonus  payments  will  be  made  in  accordance  with  the  Company’s                 bonus scheme as applied to all senior executives.                 With respect to the calendar year ending December 31st of 2017, your cash bonus                 will be calculated on basic salary actually paid in that calendar year. For purposes                 of the calendar year ending December 31st of 2017, the Board shall establish your                 personal and strategic objectives and identify the KPIs no later than 45 days after                 your  commencement  of  employment.   Notwithstanding  anything  herein  to  the                 contrary, no profit threshold shall apply for purposes of determining whether the                 bonus with respect to the calendar year ending December 31st of 2017 is payable                 (because you did not have any part in setting the budget).                                                                                 LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                           6.3     Shareholding                 6.3.1  You  will  be  entitled  to  participate  in  the  Luxfer  Holdings  Long  Term                        Incentive Plan (“LTiP”). Participation in the LTiP is subject to the rules of                        the  LTiP  which  shall  be  reviewed  from  time  to  time  and  which  may  be                        amended or replaced in the Company's absolute discretion.    During each                        year of your employment, you will have the ability to earn equity awards                        with  a  value  of  150%  of  your  annual  basic  salary  (the  “Target  LTiP                        Opportunity”). The financial targets and terms for earning the annual equity                        awards will be consistent with the overall company LTiP plan. The relevant                        KPIs will be the same for you and the rest of the senior executive team. In                        no circumstances can your LTiP pay-out exceed the cap in the Company’s                        Remuneration Policy as approved by the shareholders in General Meeting.                        For  2017,  the  chosen  KPI  is  Adjusted  Fully-diluted  Earnings  Per  Share                        (“EPS”). You will join the 2017 LTiP plan and under the terms of that plan                        the  Company  will  award  48,550  nominal  cost  Restricted  Stock  Units                        (RSUs)  to  you  if  the  reported  2017  EPS  equals  or  exceeds  $1.02,.  In                        accordance with the 2017 LTiP plan, if the reported EPS is below $1.02                        you will receive fewer RSUs, with no award if EPS is below $0.92.                  6.3.2  As CEO of Luxfer you are required to maintain a minimum holding of Luxfer                        ordinary  shares  of  50p  each  or  an  equivalent  amount  of  American                        Depository Shares (“ADS”) (“Shares”) in your own or your spouse’s name,                        the amount to be determined by the Board from time to time on behalf of                        the Company.  The current minimum requirement is to hold Shares to the                        value of 1.5 times your annual basic salary. You have three years in which                        to acquire this holding. Within the Company’s  Remuneration  Policy, this                        requirement  shall  be  reviewed  from  time  to  time  and  may  be  amended,                        increased, decreased, replaced or withdrawn in the Company’s absolute                        discretion.   In no event, however, shall the Share ownership requirement                        exceed 3 times your annual basic salary.  If the Company increases the                        shareholding  requirement,  you  will  have  twenty-four  months  in  which  to                        purchase or otherwise acquire the additional shares.                        The Company will match purchases by you of the Company’s shares on                        the following basis:                        (i)     You are required to purchase 22,500 Shares within twelve months                        of being appointed.  Upon purchase of this number of shares, the Company                        shall issue to you 45,000 nominal cost RSUs. The matching RSUs will vest                        in  three  equal  tranches  on  the  successive  anniversaries  of  the  date  of                        issue.                 6.3.3  Under the terms of the current version of the Luxfer Group Insider Trading                        Policy which the Company has adopted, in this position you will be classed                        as  a  “Covered  Person”  for  insider  trading  purposes  and  must  obtain                        permission under that policy to trade any shares/ADR/ADS in accordance                        with the rules set out in the policy.                 6.3.4  Upon  your  commencement  of  employment  under  this  Agreement,  the                        Company will grant you 60,000 nominal cost RSUs that will become vested                        in equal tranches over the first four anniversaries of your employment.                  6.3.5   Upon  your  commencement  of  employment  under  this  Agreement,  the                        Company will award you performance based nominal cost RSU’s to vest                        on the Group being able to report at least the following earnings per share                        (“EPS”) figures, as follows:                                                                                  LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                         (i)            30,000 RSUs that will become vested upon the attainment                                       of EPS of $1.20 in any calendar year up to and including                                       2020.                        (ii)           40,000 RSUs that will become vested upon the attainment                                       of EPS of $1.30 in any calendar year up to and including                                       2022.                        (iii)          50,000 RSUs that will become vested upon the attainment                                       of EPS of $1.40 in any calendar year up to and including                                       2024.                                 For this purpose, the EPS shall be the adjusted fully diluted earnings per                        share as reported consistently. In order for the RSUs to vest as described                        above, the Return on Capital  Employed (“RoCE”) must equal or exceed                        10%  after  tax  in  the  calendar  year  for  which  the  EPS  achievement  is                        measured. Shares obtained pursuant to this sub-clause 6.3.5 must be held                        for at least five years from the date of award of the RSUs.                          6.3.6  In the event of a Change of Control, all unvested time-based equity awards                        will  vest.  Performance-based  awards  will  be  handled  in  line  with  the                        Remuneration Policy and the rules of the LTIP scheme, as applicable to a                        change of control scenario. The minimum holding period of five years will                        no longer apply.                                   6.3.7  For purposes of this Agreement, the term “Change of Control” shall mean                        the occurrence of any of the following:                         (i)     one person (or more than one person acting as a group) acquires ownership                        of stock of the Company that, together with the stock held by such person                        or group, constitutes more than 50% of the total fair market value or total                        voting power of the stock of such corporation; provided that, a Change of                        Control shall not occur if any person (or more than one person acting as a                        group) owns more than 50% of the total fair market value or total voting                        power of the Company's stock and acquires additional stock;                (ii)    one person (or more than one person acting as a group) acquires (or has                        acquired during the twelve-month period ending on the date of the most                        recent acquisition) ownership of the Company's stock possessing 30% or                        more of the total voting power of the stock of such corporation;                (iii)   a majority of the members of the Board are replaced during any twelve-                       month period by directors whose appointment or election is not endorsed                        by a majority of the Board before the date of appointment or election; or;                (iv)    the Group has disposed of more than 40 percent of its assets and has no                        plan  to  reinvest  the  bulk  of  the  proceeds  in  building  the  remaining                        businesses within eighteen months.                          6.4     Pension                Given  restrictions  on  the  amount  that  can  be  put  into  pension  schemes  by  high                earners in  the  UK,  the  Company  will  instead  pay  you  a  salary supplement  as  a                percentage  of  basic  salary  (as  shown  in  the  Schedule)  in  lieu  of  any  pension                contributions.  You  are  entitled  to  be  a  member  of  the  Company's  UK  Defined                Contribution Pension Scheme. The Company will comply with the employer pension                duties  in  respect  of  contributions  in  accordance  with  Part  1  of  the  Pensions  Act                2008. You may choose how much or how little, within the limits set in law, to pay                into  the  Pension  Scheme  out  of  your  salary  supplement  however,  any  salary                supplement  payments  will  be  reduced  by  the  level  of  contribution  made  by  the                Company in line with Part 1 of the Pensions Act 2008. The salary supplement and                any pension contributions will not be counted as basic salary for any purpose.                                                                                                 LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT          6.5     Life Assurance                During  your  employment,  you  will  be  entitled  to  participate  at  the  Company's                expense  in  either  the  UK  or  USA  life  assurance  schemes  as  possible  and                appropriate (subject at all times to the applicable rules, which may change from time                to time).                      For its own benefit, the Company has a 24 hour accident insurance arrangement                which will provide either three times or five times annual salary (depending on the                circumstances) in the event of your accidental death, or where you sustain specific                permanently  disabling  injuries  whilst  on  the  Company’s  business.  The  benefits                under  the  policy  in  respect  of  you  are  payable  to  the  Company.   However,  the                Company  may  at  its  sole  discretion  make  payment  to  you  of  some  or  all  of  the                benefits received by it under the policy in accordance with any wishes expressed                by you in an ‘expression of wish form’.  This, and the above, form can be obtained                from the Company’s Pensions Manager and should be completed and returned as                soon as possible after you join the Company.                         6.6     Medical and Dental Insurance                 You  are  entitled  to  participate,  at  the  Company’s  expense  in  the  Luxfer  Group                 Corporate  Health  Care  Scheme  for  either UK  or  USA-based  employees,  as                 possible  and  appropriate,  subject  to  the  rules  of  the  relevant  Scheme  for  your                 benefit and your wife and all dependent children.                                   Prior to your being able to join one of the Company’s health plans described above,                 and  for  a  maximum  of  twelve  months,  the  company  will  pay  the  actual  cost  of                 maintaining your existing US-based health cover.                            6.7     Annual Medical Examination                 In addition you are encouraged to have an annual medical examination for which                 the Company will pay.                          6.8     Insurance Schemes                 Any insurance scheme or policy which is provided for your benefit is subject to the                 Company's right to alter the terms of cover provided or any term of the scheme or                 policy from time to time.  Benefits under any insurance scheme shall be subject to                 the rules of that scheme and the terms of any applicable insurance policy and are                 conditional on you complying with and satisfying any applicable requirements of the                 insurers. Copies of these rules and policies and particulars of the requirements as                 amended from time to time shall be provided to you on request.  The Company                 shall have no liability to pay any benefit to you under any insurance scheme unless                 it receives payment of the benefit from the insurer under the scheme and shall not                 be responsible for providing you with any benefit under an insurance scheme in the                 event that the relevant insurer refuses for whatever reason to pay or provide or to                 continue to pay or provide that benefit to you.                          6.9     Company Car / Perks Allowance                 The Company shall pay you a car and perks allowance as specified in the Schedule,                 You shall provide and maintain your own car or cars in line with the Luxfer Group                 Senior Executive Car Policy. The car and perks allowance shall not be treated as                 part of your basic salary for any purpose and shall not be pensionable.                The Company shall reimburse you in respect of fuel costs for business mileage at                the Company’s business mileage rate.                                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                 Use of your own car (or cars) shall be subject to the ‘Senior Executive Car Policy’                and the Luxfer Group Work Related Road Safety Handbook in force from time to                time.  In addition and in particular you shall take good care of your car and ensure                that it  is properly insured, including for use on business, and the provisions and                conditions of any policy of insurance relating to it are observed in all respects.                                 You shall immediately inform the Company if you are disqualified from driving and                you shall cease to be entitled to reimbursement of fuel expenses under this sub-               clause 6.9           6.10    Relocation Expenses                          If you agree to relocate your family home to your normal place of work, as identified                 in clause 5, the Company shall pay reasonable expenses to relocate yourself and                 your family. Such reimbursement shall be in line with the Company’s Relocation                 Policy, and will include: (i) reasonable direct expenses of (realtor, legal) selling your                 properties in the USA (if you choose to do so), (ii) reasonable direct expenses of                 purchasing a property (legal, stamp duty), (iii) the cost of bringing your family over                 on one return trip to look at possible locations, (iv) the cost of bringing your family                 over to their new home, (v) the cost of bringing your personal goods (furniture etc.)                 to your new home, (vi) the cost of up to 45 days temporary accommodation for you                 and  your  family,  and  (vii)  and  an  incidental  expenses  allowance  of  two  months’                 basic salary. In respect of items i, ii, and v of this clause, the Company will expect                 at least two competitive quotes to be sought and the cheaper taken.                  6.11    Legal Expenses                                  The company will also pay for reasonable legal costs incurred by you to review and                 finalize this contract.                  6.12    Tax Protection                          In  addition,  the Company  will  provide  you  with  tax  protection,  if  applicable,  to                 account for any tax liabilities above US tax liabilities, resulting from compensation                 and benefits provided to you by the Company. Because you are a United States                 citizen who has been and will be performing services in the United Kingdom (and                 other locations), you may be subject to personal income taxation in both the United                 States and other countries. In order to protect you from double taxation, you shall                 be  entitled  to  a  tax  protection  payment  compensating  you  for  any  unavoidable                 excess of actual US and foreign taxes that you incur over the amount of U.S. federal                 and state taxes you would have paid if you were an employee based in the United                 States such that the after tax amount actually retained by you is equal to the after                 tax amount you would have retained if you had been an employee in the United                 States (“Tax Protection Payment”). In calculating actual US taxes that you incur, it                 will be assumed that where possible you will claim a credit for foreign taxes you pay                 or accrue in accordance with the guidance provided within IRS Publication 514 as                 updated from time to time. In addition, the Tax Protection Payment shall include                 payment by the Company of any additional taxes required to be paid by you due to                 the Tax Protection Payment. The Company shall pay the reasonable cost of a tax                 adviser to assist you with the preparation of your tax returns and the resolution of                 any  tax  issues  that  may  result  from  payment  received  as  a  result  of  your                 employment with the Company outside of the United States. It is your responsibility                 to  file  returns,  claim  all  available  deductions  and  allowances,  and  provide  any                 required documentation on a timely basis to comply with US expatriate tax laws as                 well as the tax laws of the United Kingdom. Notwithstanding anything herein to the                 contrary, the Tax Protection Payment provided in this clause will only apply with                 respect to payments and other compensation you have received and will receive                 from the Company and will apply as to both (i) any tax periods in which you receive                 or will receive any such payments or other compensation from the Company and                 (ii) any tax periods in which you are subject to taxation in the United Kingdom in                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                  respect of his employment with the Company. For the avoidance of doubt, you will                 be entitled to the Tax Protection Payment under this clause without regard to the                 reason your employment terminates. Payment of the Tax Protection Payment shall                 be made by the end of the calendar year next following the calendar year in which                 you remit the related taxes. More complex situations, such as how to handle a split                 tax year, will be reviewed by the Company’s Tax Adviser and the employee’s Tax                 Adviser to reach a fair and reasonable assessment of the Company’s liability under                 this clause.      7.     HOLIDAYS         7.1     In addition to normal public holidays you shall be entitled to the number of working                 days’ paid holiday in each holiday year as specified in the Schedule, such holiday                 to be taken at such time or times as may be approved by the Company.         7.2     The Company’s holiday year is from 1 April up to and including 31 March.  In the                 respective holiday years in which your employment commences or terminates, your                 entitlement to holiday shall accrue on a pro rata basis for each completed calendar                 month of service during the relevant year.         7.3     If, on the termination of your employment, you have exceeded your accrued holiday                 entitlement, the value of such excess, calculated by reference to clause 7.2 and                 your Salary, may be deducted from any sums due to you and if there are no such                 sums due, you shall repay such excess to the Company on such termination.  If                 you have unused holiday entitlement, the Company may either require you to take                 such unused holiday during any notice period or make a payment to you in lieu of                 it, calculated as above.         7.4     Subject to your statutory rights under the Working Time Regulations 1998, holiday                 entitlement  for  one  holiday  year  cannot  be  taken  in  subsequent  holiday  years                 unless otherwise agreed by the Company.  Failure to take holiday entitlement in the                 appropriate  holiday  year  will  lead  to  forfeiture  of  any  accrued  holiday  not  taken                 without any right to payment in lieu of it.         7.5     Where there are shutdowns at your place of work you must, if required to do so,                 take part of your holiday entitlement at these times.  Otherwise you may take your                 holiday entitlement by mutual agreement with your manager.         7.6     If you fall ill during your annual holiday, you may take further holidays to cover the                 period of sickness.  However, to do this you must provide a medical certificate to                 cover  the  period  of  sickness  and  obtain  the  agreement  of  your  manager  before                 taking further holiday.     8.     SICKNESS BENEFIT          8.1    In the event that you are prevented by illness, accident or other injury from properly                performing  your  duties,  subject  to  your  compliance  with  this  clause  8  and  the                Company’s  approval,  you  shall  be  entitled  to  receive  sickness  benefits  in                accordance with the Company's Sickness & Absence Policy. This policy may be                amended from time to time at the Company’s discretion.                 Any payments made under this clause will include any Statutory Sick Pay payable                and when it is exhausted will be reduced by Social Security Sickness Benefit or                other benefits recoverable by you (whether or not recovered).  For the avoidance of                doubt your right to receive Company sickness payments will not prejudice or in any                way  limit  the  Company’s  right  to  terminate  your  employment  pursuant  to  this                Agreement.         8.2    You will notify the Company as soon as possible and at least by 10.00 am on the                first day of your absence the fact of your absence and the reason and on each day                                                                               LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                 thereafter.  If the incapacity continues for a period of seven days or more, you will                produce to the Company medical certificates for the duration of your absence.         8.3    Whether or not you are absent by reason of sickness, injury or other incapacity you                will, at the request of the Company agree to have a medical examination by a doctor                appointed and paid for by the Company and you authorise the Company to have                unconditional access to any report or reports (including copies) produced as a result                of any examination from time to time by the Company.         8.4    If you are incapable of performing your duties by reason of circumstances where                you  have  a  claim  for  compensation  against  a  third  party  and  you  recover                compensation for loss of earnings whether from a third party or otherwise, you shall                repay a sum equal to the amount recovered, or if less, any amounts paid to you by                the Company during your absence.         8.5    The rights of the Company to terminate your employment under the terms of this                Agreement apply even when such termination would or might cause you to forfeit                any entitlement to sick pay, permanent health insurance or other benefits.    9.     DEDUCTION FROM PAY         You  authorise  the  Company  to  deduct  from  your  salary,  any  pay  in  lieu  of  notice,          commission, bonus, holiday and sick pay or any termination payment any sums which you          may  owe  to  the  Company  including  without  limitation  any  overpayment  of  salary  or          expenses,  any  debt  or  loans  or  any  other  sum  or  sums  which  may  be  required  to  be          authorised pursuant to Section 13 of the Employment Rights Act 1996.            10.    EXCLUSIVITY OF SERVICE         10.1   During the continuance of this Agreement (including during any period of ‘garden                leave’ pursuant to clause 15.5 below) you shall, unless prevented by ill health, devote                the whole of your time and attention to the business of the Company and shall not                without  the  previous  consent  of  the  Company  in  writing  (such  consent  not  to  be                unreasonably withheld) engage in any other employment or business or hold any                position  honorary  or  otherwise  in  any  company,  business,  partnership  or  other                organisation PROVIDED  ALWAYS  that  nothing  in  this  clause  shall  preclude  you                from holding or being otherwise interested in any other shares or other securities of                any company which are for the time being quoted on any recognised stock exchange                so  long  as  your  interest  therein  does  not  extend  to  more  than  100th  part  of  the                aggregate amount of such securities.  It shall not be a violation of this clause 10.1                for you to continue to be a board member of the two entity boards on which you                currently sit, provided that it does not involve more than five working days annually.                You may resign from either of these external boards at any time and apply to replace                that position with another outside board assignment.          10.2   You  are  required  to  comply  at  all  times  and  in  all  respects  with  the  Company's                requirements on declaration of interest, and those required by the Companies Act                2006 as amended from time to time and any other regulation, statute or legislation                applicable to you as a director of the Company or  a Group Company in any relevant                jurisdiction and to promptly notify the Company Secretary of the Company or Luxfer                as  appropriate  in  writing  of  any  financial  or  other  beneficial  interest  in  outside                activities whether as principal, partner, director, sole trader or otherwise.  Failure to                disclose such interest will be considered by the Company to be gross misconduct.         10.3   After two years of service, the Board will consider an application from you to take                on one additional non-executive position provided that it does not involve more than                five days of work time and there is no obvious conflict with either the business of                the Company or its reporting and meeting timetable.                11.    CONFIDENTIALITY AND INTEGRITY                                                                               LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT          11.1    In the course of your employment you will acquire confidential information about the                 Company  (and  any  Group  Company)  and  its  products,  plans,  systems  and                 processes,  customers  and  suppliers,  including  secret  information  of  a  technical                 nature  as  to  the  design,  operation,  specifications,  costing  and  development  of                 products.  You will also have close contact with and knowledge of the Company's                 customers with whom you deal, and fellow employees.         11.2   You must at all times (whether during your employment or after it terminates) keep                confidential, and must not, except with the express prior written permission of the                Company  or  where  necessary  in  the  proper  exercise  of  your  duties,  directly  or                indirectly use, disclose to any third party, including any employee of the Company                not  authorised  to  receive  such  information,  or  fail  to  keep  properly  secure  from                disclosure,  all  secret  or  confidential  information  of  whatever  kind  that  may  have                come to your knowledge during or as a result of your employment by the Company,                including  but  without  limitation  information  relating  to  the  Company,  its  technical                processes,  business  plans,  finances,  staff,  customers,  prospective  customers,                suppliers  or  products,  information  of  a  like  kind  relating  to  any  Group  Company,                information which has been disclosed to the Company in confidence by a third party,                and  any  other  information  of  a  kind  that  would  usually  be  regarded  as  secret  or                confidential.           11.3    For the avoidance of doubt you will not, without limit of time, disclose to any other                 person, directly or indirectly, without the prior written permission of the Company or                 use for your own purposes or those of any other person any secret or confidential                 information  about  the  Company,  its  products,  business,  customers,  suppliers  or                 employees, including without limitation:-                 i)     the identity of and terms of business of any supplier of the Company;                 ii)    the identity of any customer of the Company, and information as to products                        supplied  to  such  customer,  prices  charged  for  any  such  products,  and                        requirements and likely future requirements of such customer;                 iii)   the  design  and  constructions  of  any  of  the  Company's  processes  or                        products  or  any  proposed  or  potential  process  or  product  and  any                        information  as  to  the  software  systems,  engineering  specifications  or                        manufacturing  methods  of  any  such  product  or  proposed  or  potential                        product;                 iv)    the  Company's  business  plans  and  intentions  including  prospective                        acquisitions and development opportunities;                 v)     any information disclosed in confidence to the Company by any third party;                 vi)    any financial information including levels of salaries and other remuneration                        and benefits payable to individual employees of the Company;                 vii)   any confidential information of a similar nature to the foregoing relating to                        any other Group Company;                  being  in  each  case  information  which  you  have  acquired  in  the  course  of  or  by                reason of your employment with the Company.                 This clause 11 does not prevent you from disclosure or use of information which has                 at  the  time  entered  the  public  domain,  otherwise  than  by  your  wrongful  act  or                 omission, or disclosure in obedience to an order of a court or tribunal of competent                 jurisdiction.                 The provisions of this clause 11 are without prejudice to your duties and obligations                 to be implied into this Agreement at common law.         11.4    Except in the proper course of your duties under this Agreement you will not remove                 from the Company or any Group Company premises or copy or allow others to copy                 the contents of any document, computer, data storage device, tape or other tangible                 item which contains confidential information or which belongs to the Company or                 any Group Company.                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT          11.5    You must not at any time make any untrue, misleading or disparaging statement                 relating to the Company or a Group Company.         11.6    Nothing in this clause shall be construed as preventing you from making a “protected                 disclosure”  within  the  meaning  of  the  Public  Interest  Disclosure  Act  1998  as                 amended but you are advised to refer to the Company’s disclosure policy on the                 subject before doing so.         11.7    Any  deliberate  or  culpable  misuse  or  disclosure  in  breach  of  this  clause  will  be                 treated as gross misconduct and may result in summary dismissal.         11.8    If you have been appointed a director of the Company or any Group Company at                 any time and if any circumstances should arise in which it becomes necessary for                 you to seek separate independent legal advice about your fiduciary responsibilities                 as a director of the Company or about any potential conflict between your duties                 owed  to  the  Company  and  your  duties  owed  to  any  Group  Company,  you  shall                 comply with the Luxfer  Board Resolution on independent professional advice for                 directors as amended from time to time a copy of which can be obtained from the                 Company Secretary of Luxfer.            12.    COMPANY PROPERTY         All  notes,  memoranda,  drawings,  designs,  sketches  formulae,  computer  software,         prototypes  or  other  equipment  or  materials  (by  whatever  medium  made  kept  or  stored)         concerning the business of the Company (or any supplier or customer of the Company) or         Group Company as shall be made or received by you during the course of your employment         shall  be  the  property  of  the  Company  or  the  relevant  Group  Company  and  shall  be         surrendered by  you to someone duly  authorised in that  behalf at the termination  of  your         employment  or  on  the  request  of  the  Company  at  any  time  during  the  course  of  your         employment.           13.    INTELLECTUAL PROPERTY         13.1    In this clause 13 “Intellectual Property” means any:                 i)      concept,  discovery,  invention,  process,  procedure,  development  or                        improvement in process or procedure;                 ii)     data,  design,  formula,  model,  plans,  drawings,  documentation,  database,                        computer  program  or  software  (including  related  preparatory  and  design                        materials) whether registrable or not and whether or not copyright or design                        rights subsist in it; and                  iii)   idea, method, information or know-how                  which is made, discovered, created or generated by you whether alone or with others                 and in the course of your employment which relates to or affects the business of the                 Company or any Group Company or which is capable of being used or adapted for                 use in connection with any such company.          13.2    Without prejudice to the provisions of the Patents Act 1977, the Copyright Designs                 and Patents Act 1988 and any other applicable legislation:                 13.2.1  you  must  immediately  disclose  to  the  Company  or  the  relevant  Group                        Company full details of any Intellectual Property;                 13.2.2  if the rights in the Intellectual Property belong to the Company or a Group                        Company or are capable of doing so, you will act as trustee for the Company                        or the relevant Group Company in relation to them;                                                                               LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                 13.2.3  if  requested  by  the  Company  or  a  Group  Company  whether  during  your                        employment  or after the Termination  Date  you  will  at the  expense of the                        Company  or  the  relevant  Group  Company  do  everything  necessary                        (including executing documents) to:                         i)  protect  all  current  and  future  rights  in  the  Intellectual  Property  (by                            applying for letters patent or other appropriate form of protection) in the                            United Kingdom or any other part of the world;                         ii)  vest, transfer or assign such protection or right as the case may be to                            the Company or the relevant Group Company or its nominee with full                            title guarantee and the right to sue for past infringement and recover                            damages; and                         iii)  to provide all reasonable assistance as the Company or the relevant                            Group Company may require to obtain, maintain or enforce rights to the                            Intellectual Property;                  13.2.4  you hereby irrevocably and unconditionally waive in favour of the Company                        or the relevant Group Company the moral rights conferred on you by the                        Copyright  Designs  and  Patents  Act  1988  (and  all  similar  rights  in  other                        jurisdictions)  in  respect  of  any  Intellectual  Property  right  in  which  the                        copyright is vested in the Company or the relevant Group Company under                        this clause or otherwise;                 13.2.5  you hereby agree not to publish or disclose to any third party any information                        regarding  Intellectual  Property  or  do  anything  which  may  prejudice  any                        patent or protection of Intellectual Property.                 13.2.6  pending the execution of documents, necessary to effect your obligations                        under this clause 13 you agree to hold all rights and interest in the Intellectual                        Property as a bare trustee for the Company (or any Group Company).   14.    EXECUTION OF DOCUMENTS AND ATTORNEY         You hereby irrevocably authorise the Company or the relevant Group Company to appoint a         person to execute any documents and to do everything necessary to effect your obligations         under clause 13 on your behalf.   15.    TERMINATION         15.1                  If you wish to terminate this Agreement for any reason you must give the Company                 notice in writing. Subject to the provisions of clause 15.3(iii), the minimum Notice                 Period to be given by you is specified in the Schedule.          15.2    The Company may terminate your employment under this Agreement at any time:                 (i)    by giving you notice in writing, in which case the provisions of either 15.3(i)                        or clause 15.11 will apply;                                    (ii)   summarily, without payment in lieu of notice or other compensation (except                        compensation  earned  through  the  date  of  such  termination),  if  you  are                        found by the Company to have:                         (a)  committed  gross  misconduct,  gross  incompetence  or  repeat  or                            continue  any  other  material  breach  of  your  obligations  under  this                            Agreement; or                        (b)  committed,  been  charged  with  or  convicted  of  any  criminal  offence                            other than an offence which does not in the reasonable opinion of the                            Company affect your position under this Agreement; or                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                         (c)  breached the Company’s or Luxfer’s anti-corruption and bribery policy                            or related procedures; or                        (d)  become bankrupt or and enter into any arrangement or composition                            with creditors generally or;                        (e)  resigned or vacated your office as a director of the Company or any                            Group Company otherwise than by agreement with or at the request of                            the Company or such Group Company; or                         (f)  become of unsound mind ( which includes lacking capacity under the                            Mental Capacity  Act 2005, or a patient under  any statute relating to                            mental health);                        (g)  engaged in any conduct which, in the reasonable opinion of the Board,                            brings  or  has  the  potential  to  bring  yourself  or  the  Company  or  any                            Group Company into disrepute;                         (h)  been found guilty of a breach of the requirements, rules or regulations                            as amended from time to time of the New York Stock Exchange, the                            FCA,  the  Market  Abuse  Regulation  (596/2014/EU)  and  any  directly                            applicable  regulation  made  under  that  Regulation  or  any  regulatory                            authorities relevant to any  Group Company  or any code of practice,                            policy  or  procedures  manual  issued  by  the  Company  (as  amended                            from time to time) relating to dealing in the securities of the Company                            and any Group Company;                        (i)  committed any serious or repeated breach or serious non-observance                            of any of the provisions of this Agreement or refused or neglected to                            comply with any reasonable and lawful directions of the Board; or                        (j)  been,  in  the  reasonable  opinion  of  the  Board,  negligent  and                            incompetent in the performance of your duties.         15.3    (i)    Except in circumstance involving a Change of Control, which will entitle you                 to  payment  in  accordance  with  clause  15.11,  if  the  Company  terminates  this                 Agreement for any reason otherwise than pursuant to clause 15.2(ii), the Company                 will  pay  you,  in  lieu  of  the  Notice  Period  to  which  you  are  entitled  under  the                 Schedule, a sum equal to your annual basic salary and Target Bonus Opportunity                 (together  the  “PILON”).  In  addition,  all  outstanding  and  unvested  time-based                 awards  will  be  vested  immediately  and  transferred   to  you  in  a  timely  manner                 consistent with Government regulations. Performance based awards will be dealt                 with  in  line  with  the  Company’s  Remuneration  Policy  and  LTiP  rules.  Your                 employment with the Company will end at the date of payment of the PILON and,                 following satisfaction of the terms of this clause 15.3(i), the Company will have no                 further liability under this Agreement.                                (ii)   The Company reserves the right in  the  event  of notice of termination by  you                    under clause 15.1 and without giving any reason, to terminate your employment                    immediately (prior to the end of the Notice Period).  If the Company exercises                    the right described in the previous sentence, the Company shall, in lieu of your                    Notice  Period,  (i)  pay  to  you  your  basic  salary  for  the  Notice  Period  or                    outstanding balance thereof, (ii) immediately pay to you an amount equal to your                    Target Bonus Opportunity for the year in which the termination of employment                    occurs, and (iii) vest any unvested time-based awards that would have become                    vested during the Notice Period and transfer these to you in a timely manner                    consistent  with  Government  regulations.  Performance  based  awards  will  be                    dealt with in line with the Company’s Remuneration Policy and LTiP rules. Your                    employment with the Company will end at the date of payment of sums payable                    hereunder  and,  following  satisfaction  of  the  terms  of  this  clause  15.3(ii),  the                    Company will have no further liability under this Agreement.                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT               (iii)  Except in circumstance involving a Change of Control, which will entitle you to                    payment in accordance with clause 15.11, if the Company, without your consent,                    makes a material and adverse change to (a) your salary or other aspect of your                    remuneration package; and/or (b) your role or responsibilities as contemplated                    at  the  date  of  this  Agreement,  you  will  have  the  right  to  terminate  your                    employment immediately, in which case the Company will pay you, in lieu of the                    Notice Period  to which you are entitled under the Schedule, a sum equivalent                    to the amount that would fall due in the event of termination pursuant to clause                    15.3(i).  For  the  purposes  of  this  clause  15.3(iii).  Your  employment  with  the                    Company will end at the date of such payment and, following satisfaction of the                    terms of this clause 15.3(iii), the Company will have no further liability under this                    Agreement.                       15.4    At any time during the currency of notice of termination given by you under clause                 15.1 the Company may exercise its rights under clause 15.3(ii) above for all or any                 part of the outstanding period of notice.         15.5   After notice of termination has been given by you pursuant to clause 15.1 and if the                Company has not exercised its discretion under clause 15.3(ii), provided that you                continue to be paid and enjoy your full contractual benefits until the end of the Notice                Period, the Company in its absolute discretion without breaking the terms of this                Agreement or giving rise to any claim against the Company or any Group Company                for all or part of the Notice Period (as the case may be):                 (i)    exclude  you  from  the  premises  of  the  Company  and/or  any  Group                        Company;                 (ii)   require you to carry out specified duties (consistent with your status, role                        and experience) for the Company and/or any Group Company other than                        those referred to in clause 2 or to carry out no duties;                 (iii)  announce to employees, suppliers and customers of the Company and/or                        any  Group  Company  and  the   New  York  Stock  Exchange  or  other                        applicable regulatory body that you have been given notice of termination                        or have resigned (as the case may be);                 (iv)   instruct  you  not  to  communicate  orally  or  in  writing  with  suppliers,                        customers, employees, agents or representatives of the Company and/or                        any Group Companies until your employment under this Agreement has                        terminated.                  (v)   (If  you  have  been  appointed  a  director  of  the  Company  or  any  Group                        Company  at  any  time)  request  you  to  give  notice  resigning  immediately                        without claim for the compensation (but without prejudice to any claim you                        may have for damages for breach of this Agreement):                        (i)     as a director of the Company and all such Group Companies of                                which you are a director; and                        (ii)    all trusteeships held by you of any pension scheme or other trusts                                established by the Company or any Group Company or any other                                company with which you have had dealings as a consequence of                                your employment with the Company.                 For the avoidance of doubt, your duties and obligations under clause 2 and, those                to  be  implied  into  this  Agreement  at  common  law,  continue  to  apply  during  any                period of exclusion pursuant to this clause.         15.6    On  commencement  of  any  period  of  exclusion  pursuant  to  clause  15.5  you  will                 deliver up to the Company in accordance with clause 12 all property belonging to                 the Company or any Group Company.         15.7   During any period of exclusion pursuant to clause 15.5 you will not be entitled to                accrue  holiday.   Any  untaken  holiday  entitlement  accrued  up  to  the  date  of                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                 commencement of leave should be taken during the leave period.  You agree to                notify the Company of any days or days during the exclusion period when you will                be unavailable due to holiday and will endeavour to agree convenient holiday dates                in advance with the Company.         15.8   Before and after termination of  your employment,  you  will  provide the Company                and/or any Group Company with reasonable assistance regarding matters of which                you have knowledge and/or experience in any proceedings or possible proceedings                in  which  the  Company  and/or  Group  Company  is  or  may  be  a  party.   If  your                employment  with  the  Company  has  been  terminated  in  accordance  with  clause                15.3, you will be compensated at a daily rate consistent with your basic salary in                effect as of the notice of termination.         15.9   At any time after notice (including summary notice) to terminate this Agreement has                been served or received by the Company, the Company may require you to                 (i)    transfer, without payment, to the Company (or as the Company may direct)                        any  nominee  shareholdings  provided  to  you  by  or  held  by  you  in  or  on                        behalf of any Group Company; and/or                 (ii)   return  to  the  Company  on  request  any  documents,  computer  disks  and                        tapes and other tangible  items in  your possession or under  your control                        which belong to the Company or any Group Company or which contain or                        refer to any confidential information; and/or                 (iii)  delete all confidential information from any computer, disks, tapes or other                        re-usable material in your possession or under your control and destroy all                        other  documents  and  tangible  items  in  your  possession  or  under  your                        control which contain or refer to any confidential information; and/or                 (iv)   resign immediately without compensation from any office that you hold in                        or on behalf of any Group Company; and/or                 (v)    provide  a  signed  statement  that  you  have  complied  fully  with  your                        obligations under this clause 15.9 together with such reasonable evidence                        of compliance as the Company may request.                 If you fail to comply with clauses 15.9(i) and/or 15.9(ii) within seven days of being                 required, the Company is hereby irrevocably authorised to appoint some person in                 your name and on your behalf to sign any document or do anything necessary or                 requisite to effect such resignation(s) and/or transfer(s) (without prejudice to any                 claims which you may have against the Company arising out of this Agreement or                 its termination).         15.10  If your employment by the Company is terminated in connection with a Change of                 Control and:                 (i)    you receive an offer of employment with any company concerned with such                        Change of Control (each a “Successor”); and                 (ii)   the offer is for employment of a similar nature and on terms generally no                        less  favourable  than  those  of  your  employment  under  this  Agreement                        (“Equivalent Position”);                 Then, except with respect to a termination described in clause 15.11, you shall have                 no claim against the Company in respect of the termination of your employment.          15.11  If your employment with the Company is terminated by the Company in connection                 with a Change of Control and you do not receive an offer of employment with an                 Equivalent Position (as described in clause 15.10), or your employment with the                 Company  is  terminated  by  the  Company  (or  the  Successor),  otherwise  than                 pursuant to clause 15.2 (ii), within two years following a Change of Control, then                 you will be entitled to a redundancy payment in line with the Company’s normal                 practice  for  senior  executives  (as  at  the  date  of  this  Agreement),  but  calculated                 using   two-times  your  highest  annual  basic  salary  instead  of  basic  salary.                 Outstanding  but  unvested  time-based  LTiP  awards  will  vest  immediately,  while                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                  performance-based  awards  and  bonus  will  be  treated  in  accordance  with  the                 Remuneration Policy and the rules of the LTiP scheme, as applicable to a change                 of  control  scenario.  Your  employment  with  the  Company  will end  at  the  date  of                 payment of the redundancy payment and, following satisfaction of the terms of this                 clause 15.11, the Company will have no further liability under this Agreement.     16     RESTRICTIONS FOLLOWING TERMINATION         16.1    In this clause 16 the following expressions have the following meanings:                   “Critical Person”            any person who was an employee, agent, director,                                               consultant  or  independent  contractor  employed,                                               appointed  or  engaged  by  the  Company  or  any                                               Relevant  Group  Company  at  any  time  within  the                                               Relevant  Period  who  by  reason  of  such                                               employment,  appointment  or  engagement  and  in                                               particular  his/her  seniority  and  expertise  or                                               knowledge  of  trade  secrets  or  confidential                                               information  of  the  Company  or  any  Group                                               Company  or  knowledge  of  or  influence  over  the                                               clients, customers or suppliers of the Company or                                               any Group Company is likely to be able to assist or                                               benefit  a  business  in  or  proposing  to  be  in                                               competition  with  the  Company  or  any  Relevant                                               Group Company;                   “Products or Services”       products or services which are of the same kind as                                               or of a materially similar kind to or competitive with                                               any  products  or  services sold  or  supplied  by  the                                               Company or any Relevant Group Company within                                               the Relevant Period including for the avoidance of                                               doubt  but  not  limited  to  high  pressure  and                                               composite  gas  cylinders;  magnesium  alloys,                                               powders and wrought products; chemically derived                                               zirconium  oxides  and  chemicals;  superplastically                                               formed aluminium and composite components and                                               any additional core product lines that the Company                                               or  a  Group  Company  may  have  manufactured  in                                               the  Relevant  Period  prior  to  you  leaving  the                                               Company for whatever reason;                   “Relevant Customer”          any person, firm, company or organisation who or                                               which at any time during the Relevant Period is or                                               was:                                                i)    negotiating  with  the  Company  or  a  Relevant                                                   Group  Company  for  the  sale  or  supply  of                                                   Relevant Products or Services; or                                                ii) a  client  or  customer  of  the  Company  or  any                                                   Relevant  Group  Company  for  the  sale  or                                                   supply of Relevant Products or Services; or                                                iii) in the habit of dealing with the Company or any                                                   Relevant  Group  Company  for  the  sale  or                                                   supply of Relevant Products or Services                                                and  in  each  case  with  whom  or  which  you  were                                               directly  concerned  or  connected  or  of  whom  or                                                                              LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                                                which  you  had  personal  knowledge  during  the                                               Relevant Period in the course of your employment                                               hereunder;                   “Relevant Group Company”     any Group Company (other than the Company) for                                               which  you  have  performed  services  under  this                                               Agreement     or    for   which    you     had                                               operational/management responsibility at any time                                               during the Relevant Period;                   “Relevant Period”            the  period  of  12 months  immediately  before  the                                               Termination  Date  or  (where  such  provision  is                                               applied)  the  commencement  of  any  period  of                                               exclusion pursuant to clause 16.2 if earlier;                   “Relevant Products or        Products or Services with which sale or supply you                  Services”                    were directly concerned or connected or of which                                               you  had personal knowledge during the Relevant                                               Period  in  the  course  of  your  employment                                               hereunder;                   “Restricted Territory”       any  country  in  which the  Company  or any  Group                                               Company   has  a  material  interest  in  the  sale  or                                               supply of Products or Services.          16.2    You will not without the prior written consent of the Company (such consent not to                 be unreasonably withheld) directly or indirectly and whether alone or in conjunction                 with  or  on  behalf  of  any  other  person  and  whether  as  a  principal,  shareholder,                 director, employee, agent, consultant, partner or otherwise:                  16.2.1  within  the  Restricted  Territory  for  a  period  of  twelve  months  from  the                        Termination  Date  be  engaged,  concerned  or  interested  in,  or  provide                        commercial  or  professional  advice  to,  any  other  business  which  supplies                        Products  or  Services  in  competition  with  the  Company  or  any  Relevant                        Group Company  PROVIDED that this restriction does not apply to prevent                        you from: (i) undertaking duties or activities which are materially different                        from  those  undertaken  by  you  during  the  Relevant  Period  in  the                        performance  of  your  duties  hereunder;  or  (ii)  holding  shares  or  other                        securities in any company which is quoted, listed or otherwise dealt in on a                        recognised  investment  exchange  or  other  securities  market  and  which                        confer not more than four per cent of the votes which could be cast at a                        general meeting of such company;                  16.2.2  within  the  Restricted  Territory  for  a  period  of  twelve  months  from  the                        Termination  Date  be  engaged,  concerned  or  interested  in  any  business                        which  at  any  time  during  the  Relevant  Period  has  supplied  products  or                        services to the Company or any Relevant Group Company or is or was at                        any time during the Relevant Period a Relevant Customer of the Company                        or any Relevant Group Company if such engagement, concern or interest                        causes or would cause the supplier to cease, alter or materially to reduce                        its supplies to the Company (or any Relevant Group Company as the case                        may be) or the Relevant Customer to cease or materially to reduce its orders                        or contracts with the Company or any Relevant Group Company; or                  16.2.3  for a period of twelve months from the Termination Date so as to compete                        with  the  Company  or  any  Relevant  Group  Company  canvass,  solicit  or                        approach or cause to be canvassed, solicited or approached any Relevant                        Customer  for  the  sale  or  supply  of  Relevant  Products  or  Services  or                        endeavour to do so; or                                                                               LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                  16.2.4  for a period of twelve months from the Termination Date so as to compete                        with the Company or any Relevant Group Company deal or contract with                        any  Relevant  Customer  in  relation  to  the  sale  or  supply  of  any  Relevant                        Products or Services, or endeavour to do so; or                  16.2.5  for a period of twelve months from the Termination Date solicit, induce or                        entice  away  from  the  Company  or  any  Relevant  Group  Company  or,  in                        connection with any business in or proposing to be in competition with the                        Company or any Relevant Group Company, employ, engage or appoint or                        in any way cause to be employed, engaged or appointed a Critical Person                        whether or not such person would commit any breach of his or her contract                        of employment or engagement by leaving the service of the Company or                        any Relevant Group Company;                  16.2.6  use in connection with any business any name, which includes the name of                        the Company or any Group Company or any colourable imitation of it.          16.3    Whilst the restrictions in this clause 16 (on which you have had an opportunity to                 take independent advice as you hereby acknowledge) are regarded by the parties                 as fair and reasonable, it is hereby declared that each of the restrictions in this clause                 16  is  intended  to  be  separate  and  severable.   If  any  restriction  is  held  to  be                 unreasonably wide but would be valid if part of the wording (including in particular                 but  without  limitation  the  defined  expressions  referred  to  in  clause  16.1)  were                 deleted, such restriction will apply with so much of the wording deleted as may be                 necessary to make it valid.            16.4    The parties agree that the periods referred to in sub-clauses 16.2.1, 16.2.2, 16.2.3,                 16.2.4 and 16.2.5 above will be reduced by one day for every day during which at                 the Company’s direction and pursuant to clause 15.5 above you have been excluded                 from the Company’s premises and/or have not carried out any duties or have carried                 out duties other than your normal duties.          16.5    If you breach any of the provisions in this clause 16 the Company will be entitled by                 written notice to you to extend the period during which the provisions of clause 16                 which have been breached apply by an equivalent period to that during which the                 breach or breaches have continued, such additional period to commence on the date                 on which the said period would have otherwise expired.  You hereby agree that if                 the Company so extends the period of any such restriction, this will not prejudice the                 right of the Company to apply to the Courts for injunctive relief in order to compel                 you to comply with the provisions of this clause 16 and/or damages, as the case                 may be.          16.6    For the purposes of clause 16 the Company has entered into this Agreement as                 agent for and trustee of all Relevant Group Companies and all Group Companies                 respectively. If requested to do so,  you will enter into another agreement directly                 with any of our Group Companies.          16.7    If  you  apply  for  or  are  offered  a  new  employment,  appointment  or  engagement,                 before entering into any related contract you will bring the terms of this Agreement                 to the attention of a third party proposing directly or indirectly to employ, appoint or                 engage you.   17.    NOTICES         Any notice given under this Agreement shall be deemed well served if when addressed to         the Company it be left at the address identified in this Agreement or be sent by first class         post addressed to that address, or if when addressed to you it be served personally or be         sent by first class post addressed to you at the usual or last known address and in case of         service by first class post the date of service shall be the date following the date of posting.                                                                                LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT   18.    DATA PROTECTION  18.1   For the purposes of the Data Protection Act 1998 you consent to the processing of all or         any personal data (in manual, electronic or any other form) relevant to your employment,         by the Company or any Group Company and/or any agent or third party nominated by the         Company and bound by a duty of confidentiality.  Processing includes, but is not limited to,         obtaining,  recording,  using  and  holding  data   relating  to  you  for  legal,  personnel,         administrative  and  management  purposes  and  in  particular  to  the  processing  of  any         sensitive  personal  data  (as  defined  in  the  Data  Protection  Act  1998)  relating  to  you,         including, as appropriate:           (a)  Information about your physical or mental health or condition in order to monitor sick             leave and take decisions about your fitness to work;                      (b)  Your  racial  or  ethnic  origin  or  religious  or  similar  information  in  order  to  monitor             compliance with equal opportunities legislation;                      (c)  Information relating to any criminal proceedings in which you have been involved for             insurance purposes and in order to comply with legal requirements and obligations to             third parties.               18.2   The Company may make such information available to any Group Company, those who         provide products and services to the Company or any Group Company (such as advisers         and  payroll  administrators)  regulatory  authorities,  potential  or  future  employers,         governmental  or  quasi-governmental  organisations  and  potential  purchasers  of  the         Company or any Group Company or the business in which you work.    18.3   You consent to the transfer of such information to any Group Company  and the Company         or any Group Company business contacts outside the European Economic Area in order to         further its or their business interests even where the country or territory in question does         not maintain adequate data protection standards.     19.     RELEVANT LAW  19.1    This Agreement shall be governed by and construed under the laws of England and Wales          and the parties hereto submit to the jurisdiction of the Courts of England and Wales.  19.2    A reference to a particular law is a reference to it as it is in force for the time being taking          account  of  any  amendment,  extension,  or  re-enactment  and  includes  any  subordinate          legislation for the time being in force made under it.             20.    OVERRIDING LEGISLATION         This Agreement is subject to any overriding legislation.      21.    HEADINGS         The headings to the clauses of this Agreement are for convenience of reference only and         shall not affect the meanings or construction of anything herein contained.             22.    ASSIGNMENT         The benefit and burden of this Agreement shall devolve upon and be enforceable by and         against not only the Company but also its assignees.      23.    EFFECT OF TERMINATION                                                                                LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT          The expiration or termination of this Agreement shall not operate to affect any provisions         contained in this Agreement, which are specifically expressed such as to operate or have         effect after this Agreement has terminated.    24.    GRIEVANCE         You may refer any grievance to the Company by written submissions in accordance with         the Company's Grievance Procedure.          To  the  extent  that  statute  allows  for  this  the  Company’s  Grievance  Procedure  is  not         incorporated  by  reference  into  this  Agreement  and  therefore  does  not  form  part  of  your         contract of employment.              25.    DISCIPLINARY PROCEDURE         25.1    The Company has a disciplinary procedure.                  To the extent that statute allows for this the Company’s Disciplinary Procedure is                    not incorporated by reference into this Agreement and therefore does not form part                 of your contract of employment.          25.2    The Company shall be entitled prior to and during the course of any investigations                 to suspend  you (with  or  without pay)  and exclude  you from the premises of the                 Company if suspension is necessary to allow a proper investigation to be conducted                 or if there may be circumstances, which would entitle the Company to dismiss you                 summarily.                    26.    RIGHTS OF THIRD PARTIES         Nothing in this Agreement is intended to confer on any person any right to enforce any term         of this Agreement which that person would not have had but for the Contracts (Rights of         Third Parties) Act 1999.    27.    STATUTORY INFORMATION         The terms set out in this Agreement include those required to be included in a statement of         the terms of your employment under section 1 and 2 of the Employment Rights Act 1996,         and this Agreement is therefore also the statement required to be given to you.  In order to         meet the statutory requirements the Company is required to give particulars of any collective         agreements  applicable  to  your  employment: there  are  no  such  collective  agreements         applicable by your employment.             28     RESIGNATION AS A DIRECTOR    28.1   If you have been appointed a director of the Company or a Group Company at any time, you         will on termination of your employment for any reason at the request of the Board (pursuant         to  either  a  resolution  of  the  Board  or  members  of  the  Company)  give  notice  resigning         immediately  without  claim  for  compensation  (but  without  prejudice  to  any  claim you  may         have for damages for breach of this Agreement):                  (i)    as a director of the Company and all such Group Companies of which you                        are a director; and                  (ii)   all  trusteeships  held  by  you  of  any  pension  scheme  or  other  trusts                        established by the Company or any Group Company or any other company                        with which you have had dealings as a consequence of your employment                        with the Company.                                                                               LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT   28.2   If notice pursuant to clause 28.1 or 15.5(v) is not received by the relevant company within         seven days of a request by the Company, the Company is irrevocably authorised to appoint         a  person  to  execute  any  documents  and  to  do  everything  necessary  to  effect  such         resignation or resignations on your behalf.   28.3   Except with the prior written agreement of the Board, you will not during your employment         under  this  Agreement  voluntarily  resign  your  office  as  a  director  of  the  Company  or  any         Group  Company  and  if  you  do  so  without  the  consent  or  concurrence  of  the  Board,  the         Company will be entitled to terminate your employment pursuant to clause 15.2(e) or at the         Company’s absolute discretion, to treat such resignation as notice of termination given by         you to the Company pursuant to clause 15.1(i).   29     PAYMENTS MADE BY THE COMPANY AND AWARENESS OF US REGULATIONS  29.1   While  payments  under  this  contract  will,  in  all  probability,  be  made  by  a  UK  entity,  the         Company will, where applicable, take account of the various US regulations covering non-        qualified  deferred  compensation  (e.g.  as  required  under  s409A)  when  determining  the         appropriate timing of those payments. In his position as CEO, the employee will be well-        placed to ensure that such discipline is followed.                                                                                 LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT                                                                                                         Ref to    THE SCHEDULE                      For :  Alok Maskara                                                                                            Clause     1.    POSITION                    Chief Executive Officer, Luxfer Group                  1.1                                               rd   2.    COMMENCEMENT DATE           May 23    2017 (initially as CEO-Designate, to         1.2                                      become CEO on July 1st, 2017)     3.    CONTINUITY OF EMPLOYMENT    N/A                                                    1.2     4.    LOCATION                    Head Office, Salford, England                           5       5.    BASIC SALARY              US$#                                                   6.1                                       Target of #% of basic salary:                                             #% of basic salary for hitting budget KPIs (with    6.    ANNUAL CASH BONUS                   a max of #% for hitting stretch targets)       6.2                                             #% of basic salary for hitting personal or                                              strategic objectives                                      Total potential bonus is #% of basic salary     7.    ANNUAL LTIP AWARD           #x Basic salary in performance awards                  6.3    8.    PENSION ARRANGEMENTS        Salary Supplement of #% of basic salary                6.4     9.    PRIVATE MEDICAL INSURANCE   Family membership of either the US or UK               6.6                                      company health care plans as possible and                                      appropriate    10.   CAR AND PERKS  ALLOWANCE    US$#                                                   6.9     11.   HOLIDAY ENTITLEMENT         25 days plus UK bank holidays                          7.1                                      Twelve months if the notice period expires on or prior to the    12.   NOTICE PERIOD:              4th anniversary of the Commencement Date                                                                                             15.1          TO BE GIVEN BY EMPLOYEE                                           120 days  if the notice period expires after the 4th anniversary                                      of the Commencement Date     13.   NOTICE PERIOD:                                                                                             15.2(i)          TO BE GIVEN BY EMPLOYER     Twelve months                                                       NB:    The Schedule is at all times to be read in conjunction with the Contract of Employment and in the event of                                      conflict the latter shall prevail.                                                                                                                                                                                                                                    LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017  





 






                                                                          LUXFER HOLDINGS PLC                                                                           SERVICE AGREEMENT   This Agreement has been signed on behalf of the Company and executed and delivered as a deed by   Alok Maskara on the date set out below                               Signed for and on behalf of Luxfer Holdings PLC:                                                Director                         SIGNED: ....................................................................................                           NAME:   ....................................................................................                           DATED: ....................................................................................                          Secretary                         SIGNED: ....................................................................................                           NAME:   ....................................................................................                           DATED: ....................................................................................                            Executed and Delivered as a Deed by ---- -------                           SIGNED: ....................................................................................                           NAME:   ....................................................................................                           DATED: ....................................................................................                                                 WITNESSED BY:                                                 SIGNED: ....................................................................................                           NAME:   ....................................................................................                           DATED: ....................................................................................                                                                                                                                                                                  LUXFER HOLDINGS PLC                                                                   Anchorage Gateway, 5 Anchorage Quay,                                                                                      Salford, M50 3XE  May 17, 2017