exhibit102-retirementagr






WITHOUT PREJUDICE AND SUBJECT TO CONTRACT                      LIVANOVA PLC      KEYNA SKEFFINGTON                        RETIREMENT AGREEMENT       





 






1  THIS RETIREMENT AGREEMENT (the “Agreement”) is made on 2022   BETWEEN  (1) LIVANOVA PLC, a company registered in England with registered number 09451374 and having its registered office at 20 Eastbourne Terrace, London, W2 6LG (the “Company”); and (2) KEYNA SKEFFINGTON, residing in London, England, United Kingdom (the “Executive”). BACKGROUND  The Company has employed the Executive since 12 June 2017 as Senior Vice President & General  Counsel under the terms of a Service Agreement dated 24 May 2017 (the “Service Agreement”).  The  Executive has indicated to the Company her desire to return to the United States and to retire from her  employment with the Company.  This agreement serves as her 12 months’ notice to terminate her  employment in accordance with the Service Agreement.  The Executive and the Company desire to plan  for the Executive’s retirement by making this Agreement to record the arrangements for the Executive's  retirement, including treating her retirement as an “Approved Retirement” as defined below. Whilst the  Executive does not assert any claims in relation to her employment or its termination, for the sake of  good order she has agreed to release the Company from any claims she may have against it.     IT IS AGREED as follows:  1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, unless the context otherwise requires: “the Acts” means the Employment Rights Act 1996 section 203(3) and  the Equality Act 2010, section 147;  “Claims” means the claims that the Executive has or may have against  the Company or any Group Company or against any of its  or their respective shareholders, officers, employees or  agents, being:  (a) for damages for wrongful dismissal or breach of contract arising out of her employment, or termination of the employment, or otherwise including but not limited to any claim in respect of unpaid salary, bonus, commission, overtime, holiday pay, sick pay, pension contributions, benefits, allowances, re-imbursement of expenses, notice pay or any other termination or severance payment howsoever arising and in respect of stigma; (b) for unfair dismissal under the Employment Rights Act 1996; (c) in relation to unauthorized deductions from wages; (d) for discrimination, harassment or victimisation on the grounds of age, sex, race or nationality or any other unlawful ground, pursuant to the Equality Act 2010; 13 June 





 






   2  (e) for breach of contract or any other rights to or in  respect of shares or other securities or securities-based  incentives in the Company or any Group Company;   (f) for unlawful detriment under the Employment Rights  Act 1996; and   (g) under the Public Interest Disclosure Act 1998.  “Employment” means the employment of the Executive under the Service  Agreement or, as the context requires, the duration of that  employment;   “Group” means the Company, any presently existing or future  holding company or undertaking of the Company and any  presently existing or future subsidiaries and subsidiary  undertakings of the Company or such holding company or  undertaking (and the words “subsidiary” and “holding  company” shall have the meanings given to them in section  1159 in the Companies Act 2006);   “Group Company” means any company within the Group; and  “Termination Date” has the meaning given in Clause 2.1.  1.2 Interpretation and Construction  Save to the extent that the context or the express provisions of this Agreement require otherwise,  in this Agreement:  (a) words importing the singular shall include the plural and vice versa;  (b) words importing any gender shall include all other genders;  (c) words importing the whole shall be treated as including reference to any part of the  whole;  (d) any reference to a Clause, the Schedule or part of the Schedule is to the relevant Clause,  Schedule or part of the Schedule of or to this Agreement unless otherwise specified;  (e) reference to this Agreement or to any other document is a reference to this Agreement  or to that other document as modified, amended, varied, supplemented, assigned,  novated or replaced from time to time;  (f) reference to a provision of law is a reference to that provision as extended, applied,  amended, consolidated or re-enacted or as the application thereof is modified from time  to time and shall be construed as including reference to any order, instrument,  regulation or other subordinate legislation from time to time made under it;  (g) references to a “person” includes any individual, firm, company, corporation, body  corporate, government, state or agency of state, trust or foundation, or any association,  partnership or unincorporated body (whether or not having separate legal personality)  or two or more of the foregoing;  (h) general words shall not be given a restrictive meaning because they are followed by  words which are particular examples of the acts, matters or things covered by the  general words and “including”, “include” and “in particular” shall be construed without  limitation; and  





 






   3  (i) the meaning of any words coming after “other” or “otherwise” shall not be constrained  by the meaning of any words coming before “other” or “otherwise where a wider  construction is possible.  1.3 Headings  The table of contents and the headings in this Agreement are included for convenience only and  shall be ignored in construing this Agreement.  2. TERMINATION AND TRANSITION PERIOD/GARDEN LEAVE  2.1 Termination Date   2.1.1 The Executive’s employment with the Company shall terminate on 30 June 2023 or such other  day as is agreed between the parties having regard to the desire on the part of both parties to  ensure that a successor to the position of General Counsel has been hired and the Executive has  had an opportunity to hand over her responsibilities to them (the "Termination Date"), unless  terminated earlier in accordance with Clause 18 of the Service Agreement. If the Executive’s  employment is terminated earlier than 30 June 2023, the Company shall pay the remainder of  the Executive’s notice pay in accordance with clause 3.3 of the Service Agreement within 30  days of the Termination Date.   2.1.2 Between the date of this Agreement and the start of the Garden Leave Period agreed in  accordance with Clause 2.2.1, the Executive agrees to continue to fulfil her role as Senior Vice  President & General Counsel in accordance with the Service Agreement and to assist with the  transition of her current responsibilities to a successor appointed by the Company, such  assistance to include doing all such acts and things as the  Chief Executive Officer of the  Company may reasonably require, including  to effect the Executive’s resignation from any  other offices with the Company or any of its Group Companies or which the Executive held by  reason of employment by the Company.  2.2 Garden Leave  2.2.1 After the Executive’s successor has been appointed and assumed responsibilities for the role of  the General Counsel, the Chief Executive Officer of the Company and Executive shall agree on  the date on which any garden leave shall commence (the "Garden Leave Period").       2.2.2 During any Garden Leave Period, the Executive and the Company agree, that save as otherwise  required by the Company, the Executive:  (a) shall not be required to and shall not carry out any of her normal duties;  (b) shall not be required to and shall not attend for work at the Company's premises without  the prior written consent of the Chief Executive Officer of the Company;  (c) shall not be required to and shall not transact any business on behalf of the Company  or any Group Company, including contacting any employee, consultant, client,  customer, supplier, agent, distributor, shareholder, adviser or other business contact of  the Company or any Group Company ("Business Contacts"), except for purely social  purposes and in relation to such persons and for such purposes as her successor or the  Chief Executive Officer may require or approve in writing, provided that if the  Executive is contacted by any Business Contacts for the purpose of conducting the  Company’s business, the Executive shall refer them to her successor;   (d) shall not have access to the Company's information systems;   (e)  will, at the reasonable request of the Company, provide the Company and/or any Group  Company with such assistance as it or they may reasonably require in the conduct of  





 






   4  any legal proceedings, investigation or enquiry in respect of which the Company or its  advisers believe that the Executive may be of assistance; and  (f) the Executive's obligations to act in good faith and in the best interests of the Company  and all Group Companies and the Executive's obligations under the Service Agreement  shall remain in full force and effect.  2.3 Remuneration During Transition Period/Garden Leave  2.3.1 The Company will pay the Executive her normal remuneration and benefits required under the  Service Agreement in the normal course until the Termination Date (less such sums as the  Company is obliged by law to deduct by way of tax and employee's National Insurance) and  forward the Executive's P45  within 30 days of the Termination Date.  2.3.2 The Executive will be paid for any accrued but unused holiday entitlement at the Termination  Date, with such payment to be made within 30 days of the Termination Date.   2.3.3 Notwithstanding clause 6.3.3 of the Service Agreement, the Executive will be awarded a bonus  in the 2022/2023 financial year consistent with the formula used by the Company with respect  to other executive officers. The Executive’s target bonus shall be 70% of the Executive’s annual  remuneration, being the target bonus applicable for the Executive in the 2021/2022 financial  year.   2.4 Expenses  The Company will reimburse the Executive for all expenses reasonably and properly incurred  and accounted for in connection with the Executive's employment up to the Termination Date  provided that the Company receives the appropriate receipts or invoices within 7 days of the  Termination Date.   2.5 Restrictions During the Garden Leave Period and After Termination of Employment  2.5.1 The Executive shall adhere to the terms of Clause 15 (Restrictions During Employment) of the  Service Agreement until the Termination Date.  2.5.2 During the Employment, including the Garden Leave Period and at any time (without  limitation) after the Termination Date, the Executive shall adhere to the terms of Clause 16  (Confidentiality and Company Documents) of the Service Agreement.  2.5.3 The Executive shall comply with Clause 20 (Restrictions after Termination) of the Service  Agreement.    2.5.4 The Executive acknowledges and agrees that nothing in this Agreement is intended to or does  prevent her from: 1) filing a charge or complaint with any governmental agency or regulatory  body (including, but not limited to, the Health and Safety Executive, Equality and Human  Rights Commission, Her Majesty’s Revenue and Customs or United States Securities and  Exchange Commission) or 2) disclosing information for the purpose of making a protected  disclosure within the meaning of Part IVA of the Employment Rights Act 1996 (Protected  Disclosures), provided that the disclosure is made in accordance with the provisions of that Act;  or 3) reporting a criminal offence or otherwise making a disclosure to the police or other law  enforcement agency; or 4) co-operating with a law enforcement agency, regulatory body or  public body with regards to a criminal investigation or prosecution, a regulatory investigation  or a public inquiry; or 5) disclosing information to any medical professional or counsellor, legal  or tax advisor who is bound by an obligation of confidentiality; or 6) disclosing information to  a Court or Tribunal of competent jurisdiction in compliance with an order to give evidence  and/or in the course of giving evidence; or 7) disclosing information to a spouse or partner or  





 






   5  other immediate family member provided they agree to keep the matter confidential; or 8)  making any other disclosure required by law.     3. CONSIDERATION  3.1 Consideration   3.1.1 Subject to and conditional upon the Executive's material compliance with the terms and  warranties of this Agreement the Company (without any admission of liability) (provided that  the Executive has also returned to the Company a copy of this Agreement signed by her with a  completed certificate signed by her independent legal adviser in the form attached hereto as  Schedule 1 and the Reaffirmation of Waiver and Release of Claims and related confirmation  of advice certificate in accordance with Schedule 2), will comply with its obligations in this  Clause 3 below.   3.2 Relocation assistance   3.2.1 The Company will provide the Executive and her accompanying dependents with such  relocation services as are recommended via a vendor selected by the Company for a total  maximum cost of £50,000 (the "Relocation Services").  The list of the Relocation Services  includes, but is not limited to i) packing, shipping from the United Kingdom to the United States  and unpacking the Executive's household possessions at the Company's expense, ii)  reimbursement of travel expenses for one trip for the Executive and the Executive's family to  the United States, iii) reimbursement of other miscellaneous relocation expenses, and iv)  immigration support services (in the United Kingdom).  The Relocation Services will be  available to the Executive to use up to 12 months after the Termination Date.  3.2.2 If the Executive is compelled to pay income taxes on any of the foregoing Relocation Services  provided by the Company, the Executive will be responsible for the related income tax and  national insurance.    3.3 Equity Awards  3.3.1 The Compensation Committee of the Company has designated the Executive’s retirement to be  an “Approved Retirement” pursuant to the terms of the outstanding agreements related to  Restricted Stock Units, Performance Share Units, and Stock Appreciation Rights granted to the  Executive  as set out in Schedule 3 of this Agreement (the “Equity Awards”) and confirms that  the unvested portion of each of the Equity Awards shall continue to vest pursuant to the terms  of their respective award agreements.  The Company warrants that it has taken all required steps  and obtained all necessary approvals and/or authorisations from all relevant parties in order to  give effect to the provisions of this clause 3.3.1. The company finds it important to make it  explicit to the Executive, that any vested SARs (Stock Appreciation Rights) from 2017 & 2018  are excluded from the Approved Retirement Equity Award terms, hence will expire 3 months  after the termination date.   3.3.2 The definitions used in this clause 3.3 refer to the definitions used in the Equity Awards plans.    3.3.3 The Company and Executive agree that the Executive shall not be eligible to receive any further  equity awards in the Company.   3.3.4 The Executive is responsible for any taxes related to the Equity Awards.  3.4 Tax assistance  3.4.1 In addition to the Relocation Services, the Company will provide the Executive with tax  assistance through a professional tax services firm for the preparation and filing of the 2023 US  





 






   6  tax year and 2022/2023 and 2023/2024 UK tax years (the "Tax Assistance").  In addition, the  tax consultant will provide a consultation to explain tax and National Insurance implications  resulting from the end of the employment relationship, the relocation to the United States and  to review the Executive's expected tax responsibilities associated with it.    3.4.2 If the Executive is compelled to pay income taxes on any of the Tax Assistance provided by the  Company, the Executive will be responsible for the related income tax and national insurance.    3.5 Attorney Fees  3.5.1 The Executive warrants that she has before signing this Agreement taken advice from Gareth  Brahams of Brahams Dutt Badrick French LLP (the "Adviser") on the terms and effect of this  Agreement and in particular its effect on her ability to pursue a complaint before an  Employment Tribunal, the County Court or High Court.  3.5.2 It is a condition of this Agreement that the Adviser provides the certificate annexed to this  Agreement at Schedule 1.  3.5.3 The Company shall within 30 days of receipt pay against a properly constituted VAT invoice  addressed to the Executive but marked payable by the Company, a sum not exceeding £5,000  plus VAT to the Adviser in respect of legal fees incurred in taking independent legal advice in  relation to the termination of her employment, the terms of this Agreement and its negotiation.  3.6 Future Inquiries  The Executive shall direct all inquiries from prospective employers whether written or oral to  Human Resources, who will advise said prospective employers of the Executive’s dates of  service and positions held but will explain in accordance with their usual practice it is not their  intention to comment further and no implication (positive or negative) should be drawn from  that.  3.7 Tax Indemnity  3.7.1 As specified above, the Executive shall be entirely responsible for the payment of any tax,  employee’s National Insurance contributions, interest, fines, charges or penalties which may be  or become payable in respect of the Relocation Services, Equity Awards and Tax Assistance  (the "Taxes"). The indemnity in this clause shall not apply to any deductions made at source  and any interest, fines, charges or penalties incurred as a result of any default or delay on the  part of the Company or any Group Company. The Executive agrees to promptly indemnify the  Company on an after-tax basis in respect of the Taxes.  3.7.2 The Company shall promptly notify the Executive of any demand it receives from HM Revenue  & Customs in respect of any Taxes and agrees that it shall not make any payment in respect of  the same until the Executive has had a reasonable opportunity (at least 28 days) to dispute the  demand. The Company shall give the Executive reasonable access to information which might  reasonably be required to dispute any such demand.  3.8 D&O Insurance   3.8.1 For a period of 6 years from the Termination Date, the Company will maintain directors’ and  officers’ insurance for the benefit of the Executive in respect of those liabilities which she may  have incurred as a director of the Company or any Group Company on the same terms as are  provided to its directors from time to time during such period. The Executive will also continue  to benefit from any right of indemnification the Executive has or may have from the Company  or any Group Company.   





 






   7  4. WAIVER AND RELEASE OF CLAIMS  4.1.1 The Executive agrees that the terms of this Agreement are in full and final settlement of all and  any claims or rights of action the Executive may have against the Company or any Group  Company arising out of her employment with the Company or any Group Company or its  termination on the Termination Date or from events occurring after this Agreement has been  entered into whether under common law, contract, statute including, but not limited to, the  Claims, each of which is hereby intimated and waived.  4.1.2 The waiver in Clause 4.1.1 does not apply to:  (a) any claims for personal injury other than (a) where the Executive is currently aware of  any facts or circumstances which do or may give rise to the claim and (b) those which  may be brought under any discrimination legislation;  (b) any claims by the Executive to enforce this Agreement;  (c) any claims for any accrued pension rights; and  (d) any claims or rights of action in respect of or in relation to the Equity Awards the  Executive is retaining under clause 3.3 of this Agreement.  4.1.3 The Executive acknowledges that the conditions relating to settlement agreements under the  Acts have been satisfied and that she has received independent legal advice and shall deliver on  execution of this Agreement a certificate signed by the Adviser in the form attached hereto as  Schedule 1.    4.1.4 The Executive shall as a strict condition of this Agreement within the 5 working-day period  post-dating the Termination Date deliver to the Company’s CHRO the signed Reaffirmation  Waiver and Release of Claims and related confirmation of advice certificate in accordance with  Schedule 2.    4.1.5 The Executive warrants and represents that as at the date of this Agreement:  (a) she has disclosed to the Adviser all facts, circumstances and information relating to her  employment and its termination which the Adviser requires or may reasonably require  in order to advise whether she has any claims against the Company, any Group  Company, its or their shareholders, officers, employees, ex-employees and pension  trustees;  (b) having taken legal advice from the Adviser she has notified the Company in writing of  all and any actual or potential claims that she has or may be entitled to make against  the Company or any Group Company, its or their shareholders, officers, employees, ex- employees and pension trustees either now or in the future, in respect of her  employment and its termination, whether contractual, statutory or otherwise and that  these are fully particularised in the definition of Claims;  (c) other than the Claims she has no other further claims or potential claims against the  Company or any Group Company or its or their shareholders, officers, employees, ex- employees and pension trustees and she has not already instituted proceedings in  relation to any claim or claims against the same;  (d) as at the date of this Agreement she is not aware of any conditions, illness, injury or  other circumstances affecting her that may give rise to a personal injury claim against  the Company or any Group Company; and  (e) she has not committed any act or made any omission which might amount to, and is not  aware (and ought not reasonably to be aware) of any circumstances which might  





 






   8  constitute, a repudiatory breach of her Service Agreement entitling the Company to  terminate her employment without notice or payment in lieu of notice.   (f) she has not received either orally or in writing any offer of employment, office or  contract for services (whether formal or informal) and has not, either orally or in writing  accepted or agreed to accept any such offer to take effect after the Termination Date.  For the avoidance of doubt, the warranties set out in this Clause 4.1.5 are a condition to the  Consideration being provided in accordance with Clause 3.  4.1.6 The Executive acknowledges that the Company has relied on the obligations in Clause 4.1.4  and the Warranties in Clause 4.1.5 when entering into this Agreement and the Consideration  set out in Clause 3 above is conditional upon the Executive's compliance with her obligations  under this Agreement, including the obligation contained within Clause 4.1.4.  5. MISCELLANEOUS TERMS  5.1 Mutual Non-Disparagements  The Executive agrees not to disparage, demean or defame the Company or its affiliates, their  products, services or employees in any way. The Company agrees to instruct its directors and  executive officers not to disparage, demean or defame the Executive in any way.  5.2 Governing Law   This Agreement is governed by and shall be construed and enforced, in all respects, in  accordance with English law.       5.3 Entire Agreement  5.3.1 This Agreement and the documents referred to in it constitute the entire agreement and  understanding of the parties and supersede and extinguish all previous agreements, promises,  assurances, warranties, representations and understandings between the parties, whether written  or oral, relating to the subject matter of this Agreement.  5.3.2 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.  5.3.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or  negligent misstatement based on any statement in this Agreement.  5.3.4 Nothing in this Clause shall limit or exclude any liability for fraud.  5.4 Legal and Other Assistance  5.4.1 After the termination of this Agreement, the Executive agrees that she will, at the request of the  Company, provide the Company and/or any Group Company with such reasonable assistance  as it or they may reasonably require in the conduct of any legal proceedings, investigation or  enquiry in respect of which the Company or its advisers believe that the Executive may be of  assistance.  5.4.2 If the Executive is required to provide assistance to the Company and/or any Group Company,  in accordance with Clause 5.4.1 the Company will reimburse the Executive for any reasonable  expenses which the Executive may incur and which are evidenced by appropriate receipts or  invoices. In the event the Executive is reasonably required to provide assistance to the Company  and/or any Group Company in excess of 15 hours per month, the Company and/or any Group  Company agrees to come to a separate commercial agreement with the Executive.   





 






   9  5.5 Rights of Third Parties  5.5.1 The Company and the Executive intend that the terms of this Agreement should be enforceable  by any Group Company, by virtue of the Contracts (Rights of Third Parties) Act 1999. Brahams  Dutt Badrick French LLP shall be entitled to enforce the terms of clause 3.5.3.  5.6 Without Prejudice  5.6.1 This Agreement although marked "without prejudice" will upon signature by all parties  (provided that the Executive has also returned to the Company a signed Certificate of  Independent Legal Adviser, attached hereto as Schedule 1) be treated as an open document  evidencing an agreement binding on the parties.  5.7 Counterparts  5.7.1 This Agreement may be executed in any number of counterparts, each of which, when executed  and delivered, shall be an original, and such counterparts or duplicates together shall constitute  one and the same instrument (transmission via email in pdf format or via DocuSign being  acceptable for this purpose).  5.8 Notices  All notices required or permitted to be given under this Agreement shall be in writing and shall  be deemed effectively given: (i) upon personal delivery to the party to be notified; or (ii) on  delivery by an internationally recognized overnight courier, with written verification of receipt.   All communications shall be sent to the address set forth below or at such other address as the  Company or Executive may designate by ten (10) days advance written notice to the other party.  In the case of the Company to:  20 Eastbourne Terrace  London, W2 6LG  United Kingdom  Attention:  Senior Vice President & General Counsel  Facsimile:  +44 20 3325 0696    In the case of the Executive to her personal address as provided separately to  the Company, and as may be updated from time to time.           





 






   10    SCHEDULE 1- CERTIFICATE OF INDEPENDENT LEGAL ADVISER  I, Gareth Brahams of Brahams Dutt Badrick French LLP whose address is Kings House, 36 King Street,  London, EC2V 8BB confirm that I gave independent legal advice to Keyna Skeffington of London,  United Kingdom as to the terms and effect of the Agreement to which this certificate is attached in  particular as to its effect on her ability to pursue her rights, in particular the Claims specified in Clause  4.1.1, before a Court of competent jurisdiction or Employment Tribunal.    I confirm that I am a solicitor of the Senior Courts holding a current practising certificate and that I  have not been instructed to represent the Company in this matter and, as such, am independent.  I  confirm further that there was in force at the time I gave the advice referred to above a policy of  insurance covering the risk of a claim by Keyna Skeffington in respect of any loss arising in  consequence of that advice.  Signed:    Dated:      





 






   11        SCHEDULE 2 – REAFFIRMATION WAIVER AND RELEASE OF CLAIMS    This Reaffirmation Waiver and Release of Claims (“Release”) is made on [date] by Keyna Skeffington  (the “Executive”) in connection with the Executive’s retirement from employment.  NOW THEREFORE, in consideration of the mutual promises described in the Retirement Agreement  dated [date] 2022 ("the Retirement Agreement"), to which this Release is appended as Schedule 2,  the Executive agrees as follows.  1. DEFINITIONS  Definitions  In this Release, unless the context otherwise requires:  “the Acts” means the Employment Rights Act 1996 section 203(3) and the  Equality Act 2010, section 147.  “Claims” means the claims that the Executive believes that she has or may  have against the Company or any Group Company or against any  of its or their respective shareholders, officers, employees or  agents, being:  (a) for damages for wrongful dismissal or breach of contract  arising out of his employment, or termination of the  employment, or otherwise including but not limited to any  claim in respect of unpaid salary, bonus, commission,  overtime, holiday pay, sick pay, pension contributions,  benefits, allowances, re-imbursement of expenses, notice  pay or any other termination or severance payment  howsoever arising and in respect of stigma;  (b) for unfair dismissal under the Employment Rights Act 1996;  (c) in relation to unauthorized deductions from wages;  (d) for discrimination, harassment or victimisation on the  grounds of age, sex, race or nationality or any other unlawful  ground, pursuant to the Equality Act 2010;  (e) for breach of contract or any other rights to or in respect of  shares or other securities or securities-based incentives in the  Company or any Group Company;   (f) for unlawful detriment under the Employment Rights Act  1996; and   (g) under the Public Interest Disclosure Act 1998.  “Group” means the Company, any presently existing or future holding  company or undertaking of the Company and any presently  existing or future subsidiaries and subsidiary undertakings of the  Company or such holding company or undertaking (and the words  





 






   12  “subsidiary” and “holding company” shall have the meanings  given to them in section 1159 in the Companies Act 2006).  “Group Company” means any company within the Group.    2. WARRANTIES  2.1 Subject to Clause 3.3, the Executive warrants that:  (a) she has not raised any legal proceedings against the Company or any Group Company  or against any of its or their respective shareholders, officers, employees or agents; and  (b) other than the Claims, as of the date of this Release, she has no further or outstanding  claims or rights of action, being any further or outstanding claims or rights of action,  whether under statute or common law (including contractual, tortious or other claims)  and whether before an Employment Tribunal, court or otherwise and whether in the  United Kingdom or any other jurisdiction in the world against the Company or any  Group Company or any of its or their respective shareholders, officers, employees or  agents including in respect of or arising out of her employment, or the holding of any  office with or investment in the Company or any Group Company or the termination of  that employment or office (such claims or rights of action referred to as “Further  Claims”).   2.2 The Executive warrants as a strict condition of the Company's obligation to honour the terms  of Clause 3 of the Agreement under this Release that there are no circumstances of which she  is aware or of which she ought to be aware which could constitute a repudiatory breach by her  of her contract of employment which would entitle or have entitled the Company to terminate  her employment without notice.  3. SETTLEMENT  3.1 Subject to Clause 3.3, the Executive accepts the terms of this Release in full and final settlement  of the Claims and all and any Further Claims, whether such claims are known or unknown to  the parties and whether or not they are or could be in the contemplation of the parties at the date  of this Release, which are waived and released in full.  The Executive acknowledges that the  conditions relating to settlement agreements under the Acts have been satisfied and that she has  taken independent legal advice and shall deliver on execution of this Release a confirmation of  advice certificate signed by her independent legal adviser in the form attached hereto.  3.2 The Executive undertakes not to institute or pursue any proceedings against the Company or  any Group Company or against any of its or their respective shareholders, officers, employees  or agents before an Employment Tribunal, court or any other judicial body anywhere in the  world in respect of the Claims or for any remedy arising from any Further Claims.  3.3 The warranty in Clause 2.1 and the waiver in Clause 3.1 and undertaking in Clause 3.2 above  do not apply to:  (a) any claims for personal injury other than (i) where the Executive is currently  aware of any facts or circumstances which do or may give rise to the claim and (ii) those which  may be brought under any discrimination legislation; (b) any claims by the Executive to enforce  this Agreement; (c) any claims for any accrued pension rights; or (d) any claims or rights of  action in respect of or in relation to the Equity Awards the Executive is retaining under clause  3.3 of this Agreement.  In respect of latent personal injuries and/or any latent industrial disease  arising out of the course of her employment with the Company and/or the Group that are  currently unknown to her, the Executive warrants that she is not aware of having any such  personal injuries. These exceptions are the only claims which have not been settled by this  Release.  





 






   13  3.4 Subject to the terms of Clause 3.3, if any other claim emerges in law or in fact anywhere in the  world based on anything done or omitted to be done during the period of the Executive’s  employment by the Company which was not previously known or foreseeable by the Executive,  then the Executive agrees that there should be no recourse to any remedy for the claim against  the Company or any Group Company. The Executive acknowledges and accepts that in  agreeing to the retirement arrangements set out in Clause 3 of the Retirement Agreement she  has taken into account that she has waived the right to pursue any such claims, whether  foreseeable or not previously known, against the Company or any Group Company.       





 






14  Confirmation of advice for Reaffirmation Waiver and Release of Claims  I [name] of [firm] whose address is [address] confirm that I gave independent legal advice to Keyna  Skeffington of [location] as to the terms and effect of the above Release to which this certificate is  attached in particular as to its effect on her ability to pursue her rights, in particular the Claims and  Further Claims specified in Clause 3.1 above before a Court of competent jurisdiction or Employment  Tribunal.  I confirm that I am a solicitor of the Senior Courts holding a current practising certificate and that I  have not been instructed to represent the Company in this matter and, as such, am independent.  I  confirm further that there was in force at the time I gave the advice referred to above a policy of  insurance covering the risk of a claim by Keyna Skeffington in respect of any loss arising in  consequence of that advice.  Signed:   Dated:  





 






15  SCHEDULE 3 – EQUITY AWARDS  Restricted Stock Units and Performance Stock Units  Grant Date Vehicle  Vesting on  March  2024  Vesting on  March  2025  Vesting on  March  2026  03/30/20 RSU 1,434  03/30/21 r-TSR PSU 3,412  03/30/21 RSU 853 853  03/30/21 ROIC PSU 2,581  03/30/21 FCF PSU 3,412  03/30/22 r-TSR PSU 3,047  03/30/22 ROIC PSU 1,523  03/30/22 FCF PSU 1,523  03/30/22 RSU 762 762 761  Stock Appreciation Rights  Grant Date Vehicle  Strike  Price  Vesting on   March  2023  Vesting on  March  2024  Vesting on  March  2025  Vesting on  March  2026  Vested  unexercised  SAR as of  June 10,  2022  Expiration  date  03/30/19 SAR 97.25 1,771 5,313 03/30/29  03/30/20 SAR 43.57 3,926 3,925 7,852 03/30/30  03/30/21 SAR 73.25 2,109 2,109 2,109 2,110 03/30/31  03/30/22 SAR 82.04 1,774 1,774 1,774 1,774 - 03/30/32  





 






16  IN WITNESS of which this Release has been executed and delivered as a deed on the first date  written above.  EXECUTED as a Deed  by KEYNA SKEFFINGTON  _________________________________  Keyna Skeffington   in the presence of:  Witness’s  Signature: _________________________________  Full Name: _________________________________  Address: _________________________________  _________________________________  _________________________________  /s/ Keyna P. Skeffington /s/ Geesje Blik 





 






17  IN WITNESS of which this Agreement has been executed and delivered as a deed on the first date  written above.  EXECUTED as a Deed by _________________________________  DAMIEN McDONALD, Damien McDonald  Chief Executive Officer,  for and on behalf of   LIVANOVA PLC  in the presence of a Witness  _________________________________  Witness  Full Name: _________________________________  Address: _________________________________  _________________________________  _________________________________  EXECUTED as a Deed by  KEYNA SKEFFINGTON  _________________________________  in the presence of a Witness KEYNA SKEFFINGTON  _________________________________  Witness  Full Name: _________________________________  Address: _________________________________  _________________________________  _________________________________  /s/ Damien McDonald /s/ Keyna P. Skeffington /s/ Trui Hebbelinck /s/ Geesje Blik