Document

(1) LIVANOVA PLC, a company registered in England with registered number 09451374 and having its registered office at 20 Eastbourne Terrace, W2 6LG London (the “Company”); and

The Company has employed the Executive since 6, July 2016 most recently as President International Commercial and SVP Global Strategic Marketing under the terms of a Service Agreement dated 6, July 2016 as varied by the parties prior to the date of this Agreement (the “Service Agreement”). In accordance with the Service Agreement both parties are required to give 12 months' notice to terminate the Executive's employment. The Executive and the Company desire to plan for the Executive’s separation from the Company.

“Claims” means the claims that the Executive believes that he has 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;

“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);

(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

(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.

2.1.1 The Executive’s employment with the Company shall terminate on the earlier of 31 March 2022 and such other day as is agreed in accordance with Clause 2.2.1 (the "Termination Date"), unless terminated earlier in accordance with Clause 17 of the Service Agreement.

2.1.2 On the Effective Date, the Executive will resign from the office of President International Commercial and SVP Global Strategic Marketing of the Company and as an officer and director of any of its Group Companies.

2.1.3 The Executive shall do all such acts and things as the Company may reasonably require to effect the Executive's resignations referred to above and 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.

2.1.4 Between the date of this Agreement and the Effective Date, the Executive agrees to assist with the transition of his current responsibilities to a successor appointed by the Company.

2.2.1 The Executive shall spend the notice period required by his Service Agreement (from the Effective Date until the Termination Date) on garden leave (the "Garden Leave Period"). The Garden Leave Period may be terminated at the Executive's election at any time after 6 May 2021 by notifying the Company of his intention in writing. During the Garden Leave Period save as otherwise required by the Company the Executive :

(c) shall not contact or deal with (or attempt to contact or deal with) any consultant, client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of the Company or any Group Company except such persons and for such purposes as the Board may approve in writing;

(d) shall not transact any business on behalf of the Company or any Group Company and if the Executive is contacted by any supplier, customer, client or employee of the Company or any Group Company prior to the Termination Date, the Executive shall refer them to Stephanie Bolton ;

(e) shall not have any contact with other employees of the Company or any Group Company (except for purely social purposes) unless specifically authorised by the Board to do so;

(h) 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.

2.3.1 The Company will pay the Executive his basic salary and benefits under the Service Agreement 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 in due course

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.

2.5.2 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 15 (Confidentiality and Company Documents) of the Service Agreement.

2.5.3 The Executive shall comply with Clause 19 (Restrictions after Termination) of the Service Agreement. It is agreed that for the purposes of such restrictions the Restricted Period shall commence on the Effective Date.

2.5.4 The Executive acknowledges and agrees that nothing in this Agreement is intended to or does prevent him 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, or 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.

3.1.1 Subject to and conditional upon the Executive's compliance with the terms and warranties of this Agreement the Company shall (without any admission of liability) (provided that the Executive has also returned to the Company a copy of this Agreement signed by him with a completed certificate signed by his independent legal adviser in the form attached hereto as Schedule 1):

(a) within 28 days of the Termination Date or the date on which the Company receives the Reaffirmation of Waiver and Release of Claims and related confirmation of advice certificate in accordance with Schedule 2, if later, pay to the Executive the sum of £150,000 as compensation for the loss of the Executive's employment, including loss of office, and damages for breach of contract, less such sums as the Company is obliged by law to deduct by way of tax and employee's National Insurance (the "Severance Payment");

(b) if the Executive elects to terminate the Garden Leave Period at any time prior to 31 March 2022, pay to the Executive his basic salary in lieu of the balance of the Executive's contractual notice period from the end of the Garden Leave Period to 31 March 2022, less such sums as the Company is obliged by law to deduct by way of tax and employee's National Insurance ("the Notice Payment"); and

(c) for fiscal year 2020, no later than 30 April 2021, pay the Executive his annual bonus according to the agreement and approvals of the Short Term Incentive plan by the compensation committee and the Board of the Company, less such sums as the Company is obliged by law to deduct by way of tax and employee's National Insurance (the "Bonus Payment"). It is anticipated that the Bonus Payment will be paid at 15% of target bonus (equating to £29,700) based on his leadership objectives, unless it is otherwise collectively determined by the Company's compensation committee that all members of the Executive Leadership Team should receive another amount. Any other components will be calculated consistently with those for other members of the Executive Leadership Team. For the avoidance of doubt the Executive will not be eligible for a bonus for the fiscal year 2021

The Executive shall not be eligible to receive any further equity awards in the Company. Any outstanding equity awards previously granted to the Executive (the “Equity Awards”), will continue to vest, in accordance with their terms during the period through to the Termination Date. All unvested Equity Awards will immediately lapse on the Termination Date pursuant their terms. For the avoidance of doubt, the Termination Date is as defined in clause 2.1.1. above, meaning that if the Executive elects to terminate his employment on a date after 6 May 2021 but before 31 March 2022, any Equity Awards which are unvested on the day his employment ends will immediately lapse.

3.3.1 The Executive warrants that he has before signing this Agreement taken advice from Aman Thakar of Leigh Day, Priory House, 25 St John's Lane, London EC1M 4LB (the "Adviser") on the terms and effect of this Agreement and in particular its effect on his ability to pursue a complaint before an Employment Tribunal, the County Court or High Court.

3.3.3 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 your employment, the terms of this Agreement and its negotiation.

The Executive shall direct all inquiries from prospective employers whether written or verbal to Human Resources, who will advise said prospective employers of the Executive’s dates of service and positions held.

The Executive agrees that the terms of Clauses 2 and 3 of this Agreement are intended to satisfy, and do in fact satisfy, the Company’s obligations under Clauses 3.2 (Duration and Notice) and 3.3 (Payment in lieu of notice) of the Service Agreement. The Executive expressly agrees that, upon termination of the Employment, the Company shall have no obligation to make a payment in lieu of notice to the Executive and shall have no obligation to make any other payment to the Executive except as expressly described in Clauses 2 and 3 of this Agreement.

3.6.1 In accordance with the parties' understanding of current tax law, the first £30,000 of the Severance Payment shall be paid without any deduction for income tax or National Insurance contributions. The balance of the Severance Payment will be paid less such deduction of income tax as the Company is obliged by law to withhold. The Company will account to HM Revenue & Customs for employer’s National Insurance contributions on the balance of the Severance Payment.

3.6.2 The Executive shall be entirely responsible for the payment of any further tax, employee’s National Insurance contributions, interest, fines, charges or penalties which may be or become payable in respect of the Severance Payment (the "Taxes"). The Executive agrees to promptly indemnify the Company on an after-tax basis in respect of the Taxes. This indemnity does not extend to any fines or interest incurred as a result of the Company's negligent failure to make a payment or any delay in so doing.

3.6.3 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.

3.7.1 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 he 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.

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 his 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.

(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;

4.1.3 The Executive acknowledges that the conditions relating to settlement agreements under the Acts have been satisfied and that he 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 7-day period preceding 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.

(a) he has disclosed to the Adviser all facts, circumstances and information relating to his employment and its termination which the Adviser requires or may reasonably require in order to advise whether he 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 he has notified the Company in writing of all and any actual or potential claims that he 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 his 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 he 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 he has not already instituted proceedings in relation to any claim or claims against the same;

(d) as at the date of this Agreement he is not aware of any conditions, illness, injury or other circumstances affecting him that may give rise to a personal injury claim against the Company or any Group Company;

(e) he 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 constitute, a repudiatory breach of his Service Agreement entitling the Company to terminate his employment without notice or payment in lieu of notice; and

(f) he 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.

4.1.6 The Executive acknowledges that the Company has relied on the obligation 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 his obligations under this Agreement, including the obligation contained within Clause 4.1.4.

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 those of its officers and employees who are aware of the terms of this Agreement not to disparage, demean or defame the Executive in any way.

This Agreement is governed by and shall be construed and enforced, in all respects, in accordance with English law. Each party irrevocably agrees to submit to the exclusive jurisdiction of the Courts of England and Wales over any claim or matter arising under or in connection with this 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.

5.4.1 The Executive agrees that he will, at the 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 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.

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.

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

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.

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.

I Aman Thakar of Leigh Day whose address is Priory House, 25 St John's Lane, London EC1M 4LB confirm that I gave independent legal advice to Roy Khoury of Warfield, Berkshire, United Kingdom as to the terms and effect of the Agreement to which this certificate is attached in particular as to its effect on his ability to pursue his 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 the statutory requirements relating to settlement agreements set out in the Acts (as defined in the Agreement) have been met. 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 Roy Khoury in respect of any loss arising in consequence of that advice.

This Reaffirmation Waiver and Release of Claims (“Release”) is made on [date] by Roy Khoury (the “Executive”) in connection with the Executive’s separation from employment on [date] 2021.

NOW THEREFORE, in consideration of the mutual promises described in the Separation and Settlement Agreement dated [date] 2021 ("the Separation and Settlement Agreement"), to which this Release is appended as Schedule 2, the Executive agrees as follows.

(a) he 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, he 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 his 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 he is aware or of which he ought to be aware which could constitute a repudiatory breach by him of his contract of employment which would entitle or have entitled the Company to terminate his employment without notice.

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 he has taken independent legal advice and shall deliver on execution of this Release a confirmation of advice certificate signed by his 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 waiver in Clause 3.1 above does 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; or (c) any claims for any accrued pension rights. In respect of latent personal injuries and/or any latent industrial disease arising out of the course of his employment with the Company and/or the Group that are currently unknown to him, the Executive warrants that he is not aware of having any such personal injuries. These exceptions are the only claims which have not been settled by this Release.

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 severance arrangements set out in Clause 3 of the Separation and Settlement Agreement he has taken into account that he has waived the right to pursue any such claims, whether foreseeable or not previously known, against the Company or any Group Company.

I [name] of [firm] whose address is [address] confirm that I gave independent legal advice to Roy Khoury of Warfield, Berkshire, United Kingdom as to the terms and effect of the above Release to which this certificate is attached in particular as to its effect on his ability to pursue his rights, in particular the Claims and Further Claims specified in Clause 3.1 above before a Court of competent jurisdiction or Employment Tribunal.


SEPARATION AND SETTLEMENT AGREEMENT