Luxfer Holdings PLC DEFA14A, filed May 11, 2022
Luxfer Holdings PLC (LXFR)
DEFA14A
2022-05-11
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October 17, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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LUXFER HOLDINGS PLC
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Report on Form 8-K filed by Luxfer Holdings PLC (“Luxfer” or the “Company”) with the Securities and Exchange Commission on March 23, 2022 (the “Original Form 8-K”). The Original Form 8-K reported the appointment of Andrew “Andy” Butcher as the Company’s Chief Executive Officer and an Executive Director of Luxfer’s Board of Directors, effective May 6, 2022. Pursuant to Instruction 2 to Item 5.02 of Form 8-K, this Form 8-K/A is being filed solely to provide information called for in Item 5.02(c)(3) of Form 8-K that had not been determined at the time of filing of the Original Form 8-K. This Form 8-K/A amends, supplements, and restates Item 5.02 of the Original Form 8-K in its entirety.
Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 23, 2022, Luxfer Holdings PLC (“Luxfer” or the “Company”), a global industrial company innovating niche applications in materials engineering, announced that Andrew “Andy” Butcher, 53, has been appointed Chief Executive Officer and an Executive Director of Luxfer’s Board of Directors, effective May 6, 2022. The Company also reaffirmed its prior financial guidance for the year. Alok Maskara, 50, who has served as the Company’s CEO and Executive Director since May 2017, has elected to leave the Company in pursuit of another opportunity. Mr. Maskara’s resignation from the Company was not due to any disagreement with the Company, and Mr. Butcher’s appointment is consistent with the Company’s established succession plan.
Appointment of Chief Executive Officer and Executive Director
The Board of Directors of Luxfer (the “Board”) appointed Andy Butcher as Chief Executive Officer and an Executive Director, effective May 6, 2022. Andy Butcher has served as the President of Luxfer Gas Cylinders, Luxfer’s largest business unit, since 2014. Mr. Butcher joined Luxfer in 1991 and has held positions of increasing responsibility throughout his career with the Company. In 2002, he led the development of Luxfer’s composite gas cylinder business, first as General Manager and then as Executive Vice President. Mr. Butcher currently serves as a Director and Executive Officer of various affiliates and subsidiaries of the Company. Mr. Butcher holds an M.A. degree in Engineering from Cambridge University and an M.B.A from Keele University, both located in England.
On March 23, 2022, the Company issued a press release announcing the appointment of Mr. Butcher as the Company’s Chief Executive Officer and an Executive Director, effective May 6, 2022. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Butcher and any other persons pursuant to which he was selected as Chief Executive Officer and an Executive Director. There are also no family relationships between Mr. Butcher and any Director or Executive Officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Compensation of Chief Executive Officer and Executive Director
Upon approval of Mr. Butcher’s compensation by the Board, Mr. Butcher and the Company entered into:
i.an Offer Letter, which sets forth Mr. Butcher’s compensation in connection with his new role (the “Offer Letter”); and
ii.a Letter Agreement setting forth terms and conditions related to a change of control and compensation upon termination of Mr. Butcher’s employment in various circumstances (the “Termination Agreement”).
Both the Offer Letter and the Termination Agreement are dated May 6, 2022. The Offer Letter and the Termination Agreement each supplement and amend Mr. Butcher’s existing Contract of Employment dated December 9, 2013 (the “Existing Employment Contract”). It is expected that the Company and Mr. Butcher will enter into a new employment contract, which will reflect the terms set forth in the Offer Letter and Termination Agreement and be updated consistent with industry practices for the employment of executives with a U.S. domestic issuer (the “New Employment Contract”). The New Employment Contract will supersede the Existing Employment Contract.
In connection with Mr. Butcher’s appointment as Chief Executive Officer, the Board approved various changes to Mr. Butcher’s compensation, as detailed below.
a.Base Salary: Mr. Butcher’s base salary increased to $615,000 from $372,000 per annum.
b.Prerequisites: Mr. Butcher’s perquisite allowance increased to $40,000 from $20,000 per annum.
c.Short-Term Incentive Compensation (Cash Bonus): With respect to his annual cash bonus, Mr. Butcher’s target bonus opportunity increased to 100% of annual base salary from 50% of annual base salary. For fiscal year 2022, Mr. Butcher’s cash bonus will be calculated using the actual base salary paid to him in the fiscal year, including his previous salary for January 1 - March 31, 2022 ($372,000 per annum, as prorated for said period) and his new base salary for April 1 - December 31, 2022 ($615,000 per annum, as prorated for said period).
d.Long-Term Incentive Compensation (Equity Awards): Mr. Butcher’s target annual equity award increased to 180% of annual base salary from 70% of annual base salary. In his position as President of Luxfer Gas Cylinders, Mr. Butcher was awarded 6,000 time-based restricted stock units and 9,000 performance share units (at target and subject to the achievement of Earnings Per Share (EPS) Growth and Total Shareholder Return (TSR) performance metrics over the 2022-2024 performance period) on March 14, 2022. An additional equity award of 48,000 shares, at target, was awarded to Mr. Butcher on May 6, 2022, reflecting the increase in his target annual equity award as Chief Executive Officer. This additional equity award consists of 19,200 time-based restricted stock units and 28,800 performance share units (at target and subject to the achievement of EPS Growth and TSR performance metrics over the 2022-2024 performance period).
e.Additional Equity Award: Mr. Butcher will be eligible to receive an additional equity award of between 32,000 and 64,000 restricted stock units upon attainment of certain EPS metrics on or before December 31, 2025.
f.Compensation Upon Termination by the Company: As set forth in the Termination Agreement, in the event Mr. Butcher’s employment is terminated by the Company for reasons other than Cause, death, or disability, Mr. Butcher is eligible to receive (i) a severance payment equal to twelve (12) months’ base salary at the annualized rate in effect on the effective date of termination; (ii) a severance payment equal to the actual/earned cash bonus for the fiscal year in which Mr. Butcher’s employment terminates, as determined in accordance with the Executive Incentive Compensation Plan then in effect; however, if the actual/earned cash bonus has not been determined as of the effective date of termination, then the cash bonus will be paid at the target level and prorated to reflect actual dates of service during the fiscal year; (iii) in lieu of notice, a severance payment representing Mr. Butcher’s cash bonus for the 12-month notice period, which will be paid at the target level; (iv) immediate vesting of all outstanding, unvested time-based equity awards; and (v) immediate vesting of any earned and outstanding, unvested performance-based equity awards that are scheduled to vest in the twelve (12) month period following the effective date of termination. This arrangement differs from that disclosed in the Company’s Proxy Statement on Form DEF 14A in relation to the 2022 Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 27, 2022, in that only those earned and outstanding, unvested performance-based equity awards that are scheduled to vest in the twelve (12) month period following the date of termination will immediately vest, as opposed to unearned performance-based equity awards calculated in accordance with the formula set forth in the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “LTIP”). Subject to the Remuneration Committee’s discretion, the formula set forth in the LTIP considers performance as of the termination date and the total and elapsed number of days in the performance period.
g.Compensation Upon Change of Control: As set forth in the Termination Agreement, if Mr. Butcher’s employment is terminated in connection with a Change of Control (other than for Cause) and Mr. Butcher does not receive an offer of employment for an Equivalent Position with a Successor, then Mr. Butcher will be eligible to receive (i) a redundancy payment equal to two times his base salary at the annualized rate in effect on the effective date of termination; (ii) a severance payment equal to the actual/earned cash bonus, as determined in accordance with the Executive Incentive Compensation Plan then in effect; however, if the actual/earned bonus cash bonus has not been determined as of the effective date of the termination, then the cash bonus will be paid at the target level for the year in which employment terminates; (iii) immediate vesting of all outstanding, unvested time-based equity awards, which may be settled in cash or shares in accordance with the rules of the LTIP; and (iv) immediate vesting of any performance-based equity awards, which may be settled in cash or shares and which amount shall be calculated in accordance with the rules of the LTIP. This arrangement differs from that disclosed in the Company’s Proxy Statement on Form DEF 14A in relation to the 2022 Annual General Meeting of Shareholders, which was filed with the Securities and Exchange Commission on April 27, 2022, in that the severance payment representing the cash bonus will only be paid at the target level if the actual/earned cash bonus is not determined as of the date of termination.
With respect to his service on the Board, Mr. Butcher will be compensated in accordance with the Company’s existing Directors’ Remuneration Policy, which means he will not receive any additional compensation for his service as a Director of the Company, including service as a Director of any subsidiary or affiliate of the Company.
The foregoing summary of the terms and conditions of Mr. Butcher’s employment does not purport to be complete and is qualified, in its entirety, by reference to the full text of the Offer Letter, Termination Agreement, and Existing Employment Contract, which are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Form 8-K/A and are incorporated herein.
Departure of Chief Executive Officer and Executive Director
Mr. Maskara tendered his letter of resignation to the Company on March 19, 2022 and ceased serving as a Director and Chief Executive Officer of the Company on May 5, 2022. Consistent with the Company’s existing practices and in accordance with his Employment Contract dated May 17, 2017, Mr. Maskara will receive on the next regular payroll date following his departure (i) a total of $306,667.00 in cash, representing Mr. Maskara’s target bonus opportunity for fiscal year 2022, as prorated to reflect dates of service in 2022 and (ii) immediate vesting of 57,819 outstanding and unvested restricted stock units. Mr. Maskara agreed to waive certain compensation to which he is entitled upon his resignation within the 120-day notice period, as detailed in his Employment Contract dated May 17, 2017. This compensation, as waived by Mr. Maskara, includes payment of salary through the end of the 120-day notice period, payment of the target bonus amount for the remainder of fiscal year 2022, and vesting of outstanding performance-based equity awards. Mr. Maskara’s Employment Contract, which contains provisions that are expressed to operate or have effect after termination of the Contract, includes non-compete and non-solicitation clauses, as well as a waiver and release of claims against the Company and its subsidiaries, affiliates, officers and directors.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Luxfer Holdings PLC Lumns Lane Manchester M27 8LN United Kingdom Mailing Address: 8989 North Port Washington Road Suite 211 Milwaukee, WI 53217 United States Telephone: +1 (414) 269-2419 Email: investor.relations@luxfer.com www.luxfer.com Registration No. 03690830 NYSE: LXFR CERTAIN INFORMATION, INCLUDING EARNINGS PER SHARE (EPS) AND RETURN ON CAPITAL EMPLOYED (RoCE) PERFORMANCE TARGETS WITH RESPECT TO THE ADDITIONAL EQUITY AWARDS SET FORTH IN PARAGRAPH 5, HAS BEEN REDACTED FROM THIS EXHIBIT 10.1 BECAUSE SUCH INFORMATION IS IMMATERIAL, CONFIDENTIAL, AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. May 6, 2022 Dear Andy, As a key executive essential to the Company’s future profitability and growth, Luxfer Holdings PLC (“Luxfer” or the “Company”) is pleased to confirm your appointment as Chief Executive Officer and an Executive Director of Luxfer. As discussed, your employment as Chief Executive Officer will commence on May 6, 2022 (the “Commencement Date”). Although this letter outlines certain compensation and benefit terms related to your new role, the detailed terms and conditions of your employment will be governed by your Contract of Employment dated December 9, 2013 (the “Existing Employment Contract”), as amended and supplemented by a Termination and Change of Control Agreement, to be mutually finalized in due course (the “Termination Agreement”).1 This letter and the Termination Agreement shall each supplement and amend your Existing Employment Contract. It is expected that you and the Company will enter into a new employment contract, which will reflect the terms set forth in this letter and the Termination Agreement and be updated consistent with industry practices for the employment of executives with a U.S. domestic issuer (the “New Employment Contract”). Once finalized, the New Employment Contract will supersede the Existing Employment Contract. Except as set forth herein, this letter does not modify or otherwise operate as a waiver of any term contained in your Existing Employment Contract, and your Existing Employment Contract shall continue in full force and effect until the New Employment Contract is finalized and supersedes the Existing Employment Contract. Effective April 1, 2022, your compensation and benefits will be as follows: 1. Base Salary. Your annual base salary will be $615,000, paid on a semi-monthly basis, less applicable withholdings. 2. Perquisites. Your annual perquisites allowance (flex perks) will be $40,000, paid on a semi- monthly basis, less applicable withholdings. 3. Short-Term Incentive Compensation (Cash Bonus). You will be entitled to participate in, and eligible to receive an annual cash bonus incentive (the “Cash Bonus”) pursuant to, the Luxfer Executive Incentive Compensation Plan, as approved by the Board. Your target annual Cash Bonus opportunity is 100% of your base salary (200% max). For 2022, the performance measures applicable to the Cash Bonus are EBITA and Cash Conversion, weighted equally and measured at 1 Your Existing Employment Contract does not adequately address CEO compensation in the event of a change of control. Provisions related to change of control are common in executive employment contracts and, as per SEC regulations, the Company is required to disclose contractual arrangements with, and payments to, Named Executive Officers in its annual Proxy Statement, specifically those resulting from a change of control or termination of employment. Your Existing Employment Contract will be amended and/or superseded by a New Employment Contract to address compensation in the event of various termination circumstances, in accordance with the Company’s normal practice for the Chief Executive Officer.
2 a corporate (group-wide) level. With respect to the fiscal year ending December 31, 2022, your annual Cash Bonus will be calculated on the total base salary actually paid to you in the fiscal year. Meaning, your Cash Bonus will be calculated using the base salary paid to you as President of Gas Cylinders for January 1 - March 31, 2022 ($372,000 per annum, as pro-rated for said period), plus the base salary paid to you as Chief Executive Officer for April 1 - December 31, 2022 ($615,000 per annum, as pro-rated for said period). 4. Long-Term Incentive Compensation (Equity Awards). You will be entitled to participate in, and eligible to receive equity awards pursuant to, the Company’s Long-Term Umbrella Incentive Plan (“LTIP”). Your target annual LTIP award is 180% of your base salary. Your equity awards will be comprised of the following: 40% time-based restricted stock units and 60% performance share units. For 2022, the Remuneration Committee set the following performance metrics with respect to the performance share units: (i) Earnings Per Share (EPS) Growth, as measured over a 3-year period and (ii) relative Total Shareholder Return (TSR), as measured over a 3-year period. Further details regarding the performance metrics are provided to you in your Total Compensation Letter and the related Award Agreement. With respect to fiscal year ending December 31, 2022, your target annual LTIP award will be calculated using your new base salary of $615,000 per annum. Given the increase in your target annual LTIP award from 70% of your base salary to 180% of your base salary, an additional LTIP award of 48,000 shares will be awarded to you on May 6, 2022, consisting of 19,200 time-based restricted stock units and 28,800 performance share units (at target and subject to the achievement of the performance metrics detailed above). 5. Additional Equity Awards. You will be eligible to receive additional equity awards pursuant to the LTIP upon the attainment of certain EPS figures, as follows: (i) 32,000 restricted stock units will be granted and immediately vest in March 2026 in the event EPS of $[•] is attained in any fiscal year, beginning on the Commencement Date and ending on December 31, 2025; or (ii) 64,000 restricted stock units will be granted and immediately vest in March 2026 in the event EPS of $[•] is attained in any fiscal year, beginning on the Commencement Date and ending on December 31, 2025; or (iii) a pro-rated number of restricted stock units between 32,000 and 64,000 will be granted and immediately vest in March 2026 in the event EPS between $[•] and $[•] is attained in any fiscal year, beginning on the Commencement Date and ending on December 31, 2025. For purposes of these additional equity awards, the EPS shall be the adjusted fully diluted EPS as reported externally. In order for the restricted stock units to vest as described above, the Return on Capital Employed (RoCE) must equal or exceed the [•]% after tax in the calendar year for which the EPS achievement is measured. 6. Benefit Plans. You will be eligible to participate in the benefit plans made generally available by the Company to similarly situated executives (including, but not limited to, the Company’s 401(k) savings plan and any medical, dental, vision, life, disability insurance, or fringe benefit plans). Any benefits to which you may be entitled under any benefit plan shall be governed by the terms and
3 conditions of the applicable benefit plan, and any related plan documents, as in effect from time to time. 7. Paid Vacation. In addition to Company-recognized U.S. holidays, you will be eligible for twenty- five (25) days of paid vacation per calendar year, to be taken and carried over in accordance with the Company’s Vacation/Paid Time Off Policy in effect from time to time. Your total compensation will be reviewed annually by the Remuneration Committee of the Board in December of each year (or such other date as the Board shall determine) in accordance with the requirements of the Directors’ Remuneration Policy. Subject to the provisions of your Existing Employment Contract and/or New Employment Contract as in effect from time to time, your total compensation may be adjusted by the Board in its discretion. Please note that, in accordance with the Directors’ Remuneration Policy, your compensation and benefits, as detailed above, is inclusive of any director’s fees for your service as a director of the Company, including any subsidiary or affiliate of the Company. Should you have any questions, please do not hesitate to contact me. Thank you for your continued service to Luxfer and contributions in 2022, as we continue to drive growth and shareholder value. Kind Regards, Patrick Mullen Board Chair ACKNOWLEDGED AND ACCEPTED: By signing below, I acknowledge receipt of this offer and accept the terms set forth herein.
Luxfer Holdings PLC Lumns Lane Manchester M27 8LN United Kingdom Mailing Address: 8989 North Port Washington Road Suite 211 Milwaukee, WI 53217 United States Telephone: +1 (414) 269-2419 Email: investor.relations@luxfer.com www.luxfer.com Registration No. 03690830 NYSE: LXFR May 6, 2022 Dear Andy, The purpose of this Letter Agreement (“Letter”) is to set forth the terms to be included in a definitive employment agreement (the “New Employment Contract”) with respect to your position as Chief Executive Officer of Luxfer Holdings PLC (the “Company”). It is expected that you (the “Executive”) and the Company will enter into a new employment contract, which will reflect the terms set forth in this Letter and your Offer Letter dated May 6, 2022 (the “Offer Letter”) and be updated consistent with industry practices for the employment of executives with a U.S. domestic issuer. In an effort to expedite and streamline the process, the parties are first entering into this binding Letter to memorialize their agreement on principal terms concerning change of control and the termination of employment provisions to be embodied in such New Employment Contract. Although this Letter and your Offer Letter outline certain terms and conditions related to your new role, the detailed terms and conditions of your employment will continue to be governed by your Contract of Employment dated December 9, 2013 (the “Existing Employment Contract”) until the New Employment Contract is finalized and supersedes the Existing Employment Contract. Except as set forth herein, this Letter does not modify or otherwise operate as a waiver of any term contained in your Existing Employment Contract, and your Existing Employment Contract shall continue in full force and effect until it is superseded by the New Employment Contract. The aforementioned terms related to termination and change of control are as follows: 1. Notice Period. Executive may terminate his employment with the Company at any time by giving at least twelve (12) months’ prior written notice to the Company (“Notice Period”). 2. Executive’s Termination of Employment. The following shall apply in the event of Executive’s voluntary resignation without Good Reason (as defined in the Existing and/or New Employment Contract, as applicable) or his retirement: (i) Base Salary and Benefits. During the Notice Period, the Executive shall continue to receive the following: (i) the Executive’s earned base salary, paid in accordance with the Company’s customary payroll practices and subject to applicable withholding and payroll taxes; and (ii) all payments, benefits, and fringe benefits that the Executive has earned and is entitled to under the terms of any applicable compensation arrangement or benefit, equity, or fringe benefit plan or program. (ii) Short-Term Incentive Compensation (Cash Bonus). Executive shall continue to earn short- term incentive compensation (the “Cash Bonus”) during the Notice Period in accordance with the Company’s Executive Incentive Compensation Plan then in effect. If the actual/earned Cash Bonus has not been determined as of the effective date of termination, then the Cash Bonus shall be paid at the Target level and pro-rated to reflect the Executive’s actual dates of service, including the Notice Period, during said fiscal year. The foregoing payment shall be subject to applicable withholding and payroll taxes.
2 (iii) Long-Term Incentive Compensation (Equity Awards). During the Notice Period, any of Executive’s outstanding, unvested equity awards will continue to vest in accordance with the applicable vesting schedule. Any time-based and earned and outstanding performance-based equity awards that (i) remain unvested as of the effective date of termination and (ii) are due to vest during the twelve (12) month period following the effective date of termination will immediately vest. The foregoing vesting of equity awards shall be subject to applicable withholding and payroll taxes. 3. Company’s Termination of Executive’s Employment. In the event the Company terminates the Executive’s employment for reasons other than Cause (as defined in the Existing and/or New Employment Contract, as applicable), death, or disability, and subject to the Executive’s timely execution and delivery of the Company’s general release of claims agreement and the Executive’s continued compliance with any restrictive covenant obligations owed to the Company, the Executive shall be eligible to receive the following: (i) a severance payment equal to twelve (12) months’ base salary at the annualized rate in effect on the effective date of termination; (ii) a severance payment equal to the Executive’s actual/earned Cash Bonus for the fiscal year in which the Executive’s employment terminates, as determined in accordance with the Executive Incentive Compensation Plan then in effect; however, if the actual/earned Cash Bonus has not been determined as of the effective date of termination, then the Cash Bonus shall be paid at the Target level and pro-rated to reflect the Executive’s actual dates of service during said fiscal year; (iii) in lieu of the Notice Period, a severance payment representing the Executive’s Cash Bonus, which will be at Target level for the 12-month Notice Period; (iv) immediate vesting of all outstanding, unvested time-based equity awards; and (v) immediate vesting of any earned and outstanding, unvested performance-based equity awards that are scheduled to vest within the twelve (12) month period following the effective date of termination. The foregoing payments and vesting of equity awards shall be subject to applicable withholding and payroll taxes. 4. Change of Control. (i) If the Executive’s employment by the Company is terminated in connection with a Change of Control (as defined in the New Employment Contract) and (i) the Executive receives 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 favorable than those set forth in the Existing or New Employment Contract, as applicable (“Equivalent Position”), the Executive shall have no claim for compensation against the Company with respect to termination of employment. (ii) If the Executive’s employment by the Company is terminated in connection with a Change of Control (other than for Cause) and the Executive does not receive an offer of employment for an Equivalent Position with a Successor, then the Executive shall be eligible to receive (i) a redundancy payment equal to two times the Executive’s base salary at the annualized rate in effect on the effective date of termination; (ii) a severance payment equal to the Executive’s actual/earned Cash Bonus, as determined in accordance with the Executive Incentive Compensation Plan then in effect; however, if the actual/earned bonus Cash Bonus has not been determined as of the effective date of termination, then the Cash Bonus shall be paid at the Target level for the year in which the Executive’s employment terminates; (iii) immediate vesting of all outstanding, unvested time-based equity awards, which may be settled in cash or shares in accordance with the rules of the Luxfer Holdings PLC Long-Term Umbrella Incentive Plan (the “LTIP”), and any restrictions thereon shall immediately lapse; and (iv) immediate vesting of any performance-based equity awards, which may be settled in cash or
3 shares and which amount shall be calculated in accordance with the rules of the LTIP.1 The foregoing payments and vesting of equity awards shall be subject to applicable withholding and payroll taxes. This Letter and any claims arising out of or relating hereto shall be interpreted, construed, and governed by and in accordance with the laws of the England and Wales, without regard to the conflicts of law provisions thereof. Please sign and date this Letter and return a signed copy. Kind Regards, Patrick Mullen Board Chair ACKNOWLEDGED AND ACCEPTED: By signing below, I acknowledge receipt of this Letter and accept the terms set forth herein. 1 The LTIP states that, upon a Change of Control, performance-based awards will immediately vest, become exercisable, and/or be settled in cash or shares in an amount equal to “(x) the number of Shares underlying such Award or cash amount under an Award that would have been vested in or delivered to the Participant, as applicable, for the full Performance Period, as determined by the Committee in its sole discretion, taking into account actual performance results as of the date of a Change in Control multiplied by (y) a fraction, the numerator of which is the number of days during such Performance Period that have elapsed prior to (and including) the date of the Change in Control and the denominator of which is the total number of days in such Performance Period, rounded down to the nearest whole number of Shares.” See section 19(a)(ii) of the LTIP.
LUXFER INC. SERVICE AGREEMENT THIS AGREEMENT BETWEEN (1) {2) LUXFER, INC. (A Delaware Corporation) whose principal place of business is at 3016 Kansas Avenue Riverside CA 92507 [or B.A. Holdings, Inc. 'the Company"), and ANDREW BUTCHER of [ -- ] MEANtNG OF WORDS U$ED "Board": the Board of Directors of Luxfer from time to time (inch,1ding any committee.of the Boa� duly appointe(l by it); "Group Company": a holding company from time to time of the Company or any subsidiary or assoclcited coinpariy from time to time of the company or of any such holding company ''Luxfer" Luxfer Holdings PLC the ultimate holding company of the Company; "Luxfer Group" means !he Group Companies whose .ultimate holding company !e Luxfer; �Person": includes .a body corporate and an unincorporated association of persons and references to a company include any bod.y 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, superceding and replacing all previous agreements and arranf:iements (whether written, oral or implied) between the Company or any Group Campany and you relating to your s.ervices all of which you agree by executing this Agreement will be deemed to have terminated by mutual consent with effect from the Commencement Date except ai; set out in clause 9.3 below. 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 14 below. At the sole discretion of the Chief Executive of Luxfer you will be required to join, withQut additional compensation, the Executive Management Bo.ard of Luxfer, Continued membership of the Executive Management Board is at the sole discretion of the Chief Executive of Luxfer and can be withdrawn at any time Without cunstitutrng a breach of this Agreement on the part of the Company. 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. For the purpose of statutory continuity of service your employment with Luxfer Gas Cylinders Limited counts towards your period of contin:Uous employment with the Company and. your period of continuous employment therefore commenced on the date shown in the Schedule. You consent to the transfer.of your employment under this Agreement to a Group Company at any time dunng your appointment 1.3 You will if and so long as you ate required by the. Company carry out duties and/or act as director of the Company andlor a director, officer, or employee of any other Group Company without additional compensation. LUXFER INC. 3016 KansB.$ Awnue Riverside, CA 92507 SOl-186942v2
