EX-4.20



 Exhibit 4.20 
  

					
		 		 	Kofax Limited
		 		 	15211 Laguna Canyon Road
		 		 	Irvine, CA 92618-3603
		 		 	USA
		 		 	TEL: 949 727-1733
		 		 	FAX: 949 727-3144
		 		 	 3 February 2014

www.kofax.com


 February 2014 
 Jamie
Urry 
 336 Duck Pond Road 
 Locust Valley, NY
11560 
 Re: Appointment as Non-executive Director 

Dear Mr. Urry: 
 With effect from 3 February
2014, the board of Kofax Limited (the “Company”) has appointed you as non-executivedirector. I am writing to set out the terms of your appointment. It is agreed that this is a contract for services and is not a contract of
employment. 
 Appointment 
 Your appointment will be
for an initial term of three years commencing on 3 February 2014, unless otherwise terminated earlier by and at the discretion of either party upon six months’ written notice. Continuation of your contract of appointment is contingent on
satisfactory performance and re-election at forthcoming AGMs. Nonexecutive directors are typically expected to serve two three-year terms, although the board may invite you to serve an additional period. 

Time Commitment 
 Overall we anticipate a time commitment
of one to two days per month after the induction phase. This will include attendance at approximately eight board meetings per annum (either physically or by conference call) and the AGM. In addition, you will be expected to devote appropriate
preparation time ahead of each meeting. 
 By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the
expectations of your role. The agreement of the chairman should be sought before accepting additional commitments that might impact on the time you are able to devote to your role as a non-executive director of the Company. 







 Role 

Non-executive directors have the same general legal responsibilities to the Company as any other director. The board as a whole is collectively responsible for
the success of the Company. The board: 
  

	 	•	 	provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; 


 

	 	•	 	sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, and reviews management performance; 


 

	 	•	 	and sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met. 


All directors must take decisions objectively in the interests of the Company. 

In addition to these requirements of all directors, the role of the non-executive director has the following key elements: 

 

	 	•	 	Strategy. Non-executive directors should constructively challenge and help develop proposals on strategy; 

  

	 	•	 	Performance. Non-executive directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance; 


 

	 	•	 	Risk. Non-executive directors should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible; and 


 

	 	•	 	People. Non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, executive directors and
in succession planning. 

 Fees 
 You will
be paid a fee of US$75,000 gross per annum which will be paid monthly in arrears and which will be subject to an annual review by the board. The Company will reimburse you for all reasonable and properly documented expenses you incur in performing
the duties of your office. It is agreed that reasonable expenses include business class air travel. 
 Outside interests 

It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present.
In the event that you become aware of any potential conflicts of interest, these should be disclosed to the chairman and company secretary as soon as apparent. 

Confidentiality 
 All information acquired during your
appointment is confidential to the Company and should not be released, either during your appointment or following termination (by whatever means), to third parties without prior clearance from the chairman. 







 Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of
price sensitive information. Consequently you should avoid making any statements that might risk a breach of these requirements without prior clearance from the chairman or company secretary. 

Induction 
 The Company will promptly provide a
comprehensive, formal and tailored induction. 
 Review process 

The performance of individual directors and the whole board and its committees is evaluated annually. If, in the interim, there any matters which cause you
concern about your role you should discuss them with the chairman as soon as is appropriate. 
 Insurance 

The Company has directors’ and officers’ liability insurance and it is intended to maintain such cover for the full term of your appointment. 

Independent professional advice 
 Occasions may arise when
you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek advice from independent advisers at the Company’s expense. The Company will
reimburse the full cost of expenditure incurred in accordance with its policy. 
 Governing law 

This letter shall be governed by the laws of Bermuda 
 Please
confirm your acceptance of this appointment by signing the duplicate original of this letter and returning it to the company secretary 
 Yours sincerely,

 /s/ Greg Lock 
 Greg Lock 

Chairman 
 Kofax plc 

I accept the term of this letter. 
  

			
	/s/ James A. Urry	  	2/24/14
	Jamie Urry	  	Date