Document

Exhibit 10.41










Catalent Pharma Solutions
Frankland Road
Blagrove,
Swindon,
Wiltshire
SNS 8YG
tel +44 1793 864000
Fax +44 1793 613394
www.catalent.com












TERMS  & CONDITIONS  OF  EMPLOYMENT  STATEMENT



Name:  Alessandro Maselli


Job Title: Senior Vice President, Operations


Reporting to: President & CEO


Effective from: 1st February 2018


Continuity of employment from: 1st October 2010


Principal Place of Employment: This is a Global role and is based from our Swindon site, or at whatever Catalent location is required




1.Job Description
Your job title is outlined above or such other title as the Company (Catalent Pharma Solutions) may give  you in its discretion  from time to time. The principal  duties  of your  job are set out in your job description. In addition to these duties you will carry out other duties that the Company  may from time to time   direct.


2. Hours
Your hours of work are 37.5 per week.  You are expected  to  work  outside these hours when necessary. The Company shall be entitled to change the hours of work, when necessary to meet the operational and commercial demands of the  business.


3. Working Time Regulations
You agree that the limit in Regulation 4(1) of the Working Time Regulations 1998 will not apply to your employment and that your average working time may, therefore, exceed 48 hours for each seven-day period (as defined and calculated in accordance  with  the  Working Time Regulations1998) in any 17 week rolling period. This Agreement applied on the commencement  of employment.
You also agree to comply  with any  and all of the policies of the Company, from time to  time in force, which relate to the maintenance  of records of hours of   work.


4. Salary
Your basic salary will be paid to you monthly on the last day of each month by credit transfer. As a member of our Executive Leadership team, your salary will be reviewed annually  and  adjusted  if  required  based  on  market data.


5. Authorised Deductions from Salary
You hereby authorise the Company to deduct from your remuneration any sums due from you to the Company including, without limitation, any overpayments, loans or advances made to you by the 







Exhibit 10.41

Company, any overpayments in respect of annual  leave taken in  excess of your entitlement, the cost of repairing any damage or loss to the Company's property caused by you and any losses suffered by the Company as a result of negligence  or breach of duty by  you.






6. Annual Leave
The annual leave year runs from January to December. Upon termination you will receive the appropriate pro-rata leave entitlement and in the circumstances where annual leave taken exceeds entitlement, the necessary deduction will be made from your   final salary.
Further information about your annual entitlement is included in the Company's Human Resources  Policy and Procedures:  Annual Leave.


7. Sickness
Company Sick Pay will be paid during sickness absence in accordance to the applicable schedule, available from HR. In  cases where the Company considers it  has good reason  to doubt such absence is genuine, payment may be reduced or withheld. Payments are conditional  on notification requirements.
The Company shall be entitled to review your sickness record at any stage of absence and may dismiss you on the grounds of such absence notwithstanding that your entitlement to sick pay has not been exhausted.
If the nature of your illness or injury is such that the Company has reasonable grounds to believe your absence may be extensive, you will be referred to the Occupational Health Department, Company  Doctor and/or, with your written consent, further information  may  be requested from your GP or other Specialists.
The  Company  has  the  right  to  dismiss  even  if  the  sick  pay  allowance  has  not  been
exhausted. Abuse of the Company's sick pay scheme will result in disciplinary action being taken.
In cases where payment under the scheme is  withheld,  employees  may appeal against  the decision through the Grievance Procedure (explained in the Company's Human Resources Policies & Procedures: Grievance Procedure).
For details of notification, certification, statutory sick pay and sickness on  holiday  you should refer to the Company's Human Resources Policies & Procedures: Absence.


8. Medical Examination
You may be required to submit yourself to a medical examination by a doctor or Occupational Health Practitioner appointed by the Company at any time during your employment. You hereby agree that you will authorise both  your own  doctor  and the  doctor / Occupational Health Practitioner appointed by the Company to disclose in confidence to the Company details of any medical condition from which you are suffering, the results of any examination and to discuss with the Company any matters relating  to  your health and which might impair the proper discharge  of your   duties.
You agree to comply with the Company's  Drug  &  Alcohol  Policy  as  detailed  in  the Company's  Human Resources  Policies & Procedures












Exhibit 10.41

9. Pension and Life Assurance
You are entitled to become a member of the appropriate Pension Scheme operated by the Company from time to time. The Company reserves the right to modify or withdraw any Pension Scheme at any time. Details of the appropriate Scheme applicable are available from Human Resources.
You will have Life Assurance cover of four times your basic salary from the date of commencement  of employment.


10. Notice Periods


From the Employee: You are required to give 3 months' notice  to  the  Company.  This may be reduced at the Company's discretion, such reduction not to be unreasonably withheld.


From the Company: The Company will give you 3 months' notice of termination. The Company reserves the right to make a payment in lieu of notice.
The Company may dismiss you without notice in the event of gross misconduct    by you.


11. Garden Leave
The Company shall be entitled to require you to remain  at  home  during  your  notice  period save to the extent that your attendance at work is specifically required  and  requested by the Company. During this time you may not undertake any form of paid or unpaid employment without the prior written consent of the Company.  During this period the Company  will require you to  co-operate fully with the Company as  required.


12. Union Membership and Collective Agreement
You are entitled to be or become a member of an independent trade  union  and to  take  part in its activities outside working hours. Equally, you are entitled to  decide  not  to  become a member of any trade union whether independent   or not.
There is no collective agreement  applicable to these terms and  conditions.


13. Health & Safety
You are required to comply with your obligations under the Health & Safety  at  Work Act 1974 and any other relevant health and safety legislation. This requirement includes the reporting to your manager of any unsafe working conditions, practices, equipment or machinery  and all accidents/incidents at  work, even if there are no injuries and property  is not damaged.
You agree to comply with all Company and site Health and Safety  Policies  and  Procedures.


14. Positive Work Environment
The Company does not tolerate inappropriate verbal, non-verbal or  physical  conduct by  any employee because of another's gender, race, religion or belief, age, pregnancy and maternity leave, gender reassignment, marriage or civil partnership, sexual orientation or disability or any other basis prohibited by legislation. The Company likewise does  not tolerate conduct that harasses, disrupts or interferes with another's work performance  or  that creates an intimidating, offensive, abusive or hostile  work  environment.  Each  employee is responsible for maintaining a harassment-free and discrimination free environment. This requirement includes the reporting to your manager or the Human Resources Department of any such activity that you become aware of.  Please refer to the  full procedures contained within the Company's Human Resources Policies  and  Procedures: Equal Opportunities and  Harrassment.












Exhibit 10.41

15. Search
As a condition of your employment,  you will, if required  by  a Security  Officer  appointed  by the Company, or somebody appointed to act on behalf of  the  Company,  submit  yourself and your belongings (including car) to a search to ascertain whether you are in possession of any of the Company's property.  If  requested  to  submit  to a search,  you may ask for a colleague who is then reasonably available to be present throughout the search.  The  Company  is anxious that a search should  be carried  out  with the minimum  of embarrassment to all concerned and therefore,  the  Company  expects  you  to co-operate fully. The search will be conducted by a Security Officer and one other person nominated by the Company both being of the same sex as  yourself.
If  you decline to  cooperate  with the search without any good reason, this will be deemed   a serious breach of contract and the Company reserves the right to take  such action  against you as is appropriate  and this may include your  dismissal.


16. Outside Activities
In order for the Company to establish whether any outside employment and positions you may undertake will interfere with your duties or be contrary to the interests  of  the  Company, you must disclose all such activities to your Manager. The Company  reserves the right to require you to refrain from activities which, in the reasonable opinion of the Company, conflicts with your duties or adversely  effect the interests of the   Company.


17. Confidentiality and Restraints
Your obligations regarding confidentiality, competition against the Company,  and  solicitation of Company customers, employees, and consultants, both during your employment and after the termination thereof, are specified in and governed  by  your various Performance Share Unit Agreements for Non-US Participants and Restricted Stock Unit Agreements for Non-US Participants, which are incorporated by reference  herein.


18. Intellectual Property Rights
(a) For the purposes of this clause "Intellectual Property" includes patents, trade marks (whether registered or unregistered), registered or unregistered designs, utility models, copyrights, applications for any of the foregoing and the right to apply for them in any part of the world, discoveries, creations, inventions or improvements upon or additions to an invention, confidential information, know-how and any research effort relating to any of the above-mentioned, business names whether registrable or not, moral rights and any similar rights in any country.


(b) The parties foresee that you may make, discover or create Intellectual Property in the course of your duties under this agreement and agree that in this respect you have a special obligation to further the interest of the Company.


(C) Subject to the provisions of the Patents Act 1977 and the Copyright Designs and Patents Act 1988, if at any time during your employment under this agreement you make or discover or participate in the making  or  discovery  of  any  Intellectual Property relating to or capable of being used in the  business  for  the  time  being carried on by the Company or any of its associated companies, full details of the Intellectual Property shall immediately be communicated  by  you  to  the  Company and such intellectual  property  shall  be the absolute  property  of the  Company.  At the request and expense of the Company, you shall give and supply all such information, data, drawings and assistance as may be requisite, to enable the Company to exploit the Intellectual Property to the best advantage of the Company  and you shall execute all documents and do all things which may be necessary or desirable  for  obtaining  patent  or  other  protection  for  the  Intellectual  Property in














Exhibit 10.41

     such parts of the world as may be specified by the Company  and for  vesting  the same in the Company or as it may  direct.


(d) You irrevocably appoint the Company to be your attorney in your name and on your behalf, to sign, execute or do any  such instrument  or thing and generally  to  use  your name for the purpose of giving to the Company  (or  its  nominee)  the  full  benefit of the provisions of this clause and for the avoidance of doubt, you hereby agree that a certificate in writing signed by a Director of the Company, which states that any instrument or act falling within the Company's authority  under this clause shall be conclusive evidence that such is the case.


(e) If the Intellectual Property made, discovered or created by you is not the property of the Company, the Company shall, subject to the provisions of the Patents Act 1977 and the Copyright Designs and Patent Act 1988 have the right to acquire for itself or  its nominee your rights in the Intellectual Property  within  three  months  after disclosure pursuant to sub-clause (c) above on fair and reasonable terms  to  be agreed by the parties. You agree not to disclose such Intellectual Property to any person during the three month period. If fair and  reasonable  terms  cannot  be  agreed within two months after disclosure pursuant to sub-clause (c), they shall be settled in default of agreement by a patent agent agreed by the parties or in default    of agreement, nominated by the President for the time being of  the  Chartered  Institute of Patent Agents. Such patent agent shall act as an expert and not as arbitrator and accordingly the  provisions of any statutes relating to arbitration  shall  not apply to the patent agent's decision. The  costs of the  patent  agent  shall  be borne by the Company.


(f) The rights and obligations  under this clause shall continue in force after termination  of this agreement in respect of Intellectual Property made during your employment under this agreement  and shall be binding upon your personal  representatives.


19. Grievance Procedure
Please refer to the full procedure contained within the Company's Human Resources Policies & Procedures: Grievance Procedure.


20. Disciplinary Procedure
Please refer to the full procedure contained within the Company's Human Resources Policies & Procedures: Disciplinary Procedure.


21. Data Protection
Catalent respects the privacy  of its employees.  In  accordance  with the Data  Protection Act 1998 the Company hereby notifies you that it  holds personal  data  relating to  you for the purposes of managing and administrating your employment relationship and for Company's compliance with applicable laws. In  addition, personal  data  may  be transferred to third parties that provide services to Catalent or  to the  Company headquarters in the USA for Company reporting and statistical purposes and for the administration of any US-managed benefits. Your signature to this  contract  constitutes  your consent to the use and the transfer of your personal data by Company for these purposes. You have a right to request a  copy  of certain  personal  information  collected  and stored by Catalent, and to require Catalent to correct any inaccuracies in such information.












Exhibit 10.41

22. Changes to  Employment  Terms
The Company reserves the right to make reasonable changes to the terms and conditions  of your employment,  which will be confirmed to  you in  writing.


23. Miscellaneous
The parties to this agreement submit to the English Courts. It  shall be governed by and  shall be construed in accordance with the laws of  England.