RAPID7 OFFER LETTER

We're thrilled to invite you to the

Rapid7 team!
The ideas you will bring and discover
will create positive impact to your team
and the Company.
We believe that people, just like you, are
the ones who can help us develop and
deliver the most innovative solutions
our industry has ever seen. We believe
that these solutions will help protect ​Chee Soo Lead Software
Engineer - Enterprise
people and their data.
Applications
Rapid7 is an exciting organization and
we have a reputation for being
innovative. In a survey, our employees
described Rapid7 as being:
collaborative, edgy, hard-working, zany,
fast, urgent, cool, punk, life-changing,
energetic, driven, teamwork, and feisty…
and some other wonderful words and
phrases! We’re looking forward to see
what new adjectives you’ll come up with £73,900.00
as you influence the culture here.

Full details of your offer of employment,

to which the details above are subject,
are set out in the enclosed contract.
Your offer is also subject to you: (i)
providing valid documentation
evidencing your right to work in the UK
in advance of your Start Date; (ii)
providing such satisfactory references
as the Company may require prior to
15%
your Start Date; (iii) completing such
other background checks as the January 17, 2022
Company may require and to its
absolute satisfaction; and (iv) signing
and returning the enclosed contract of
employment, which sets out the
complete and exclusive terms and
conditions of your employment.
If you have any questions, please
contact your Talent Acquisition Partner. $45,000.00
We look forward to welcoming you to
the Rapid7 Team!
CONTRACT OF EMPLOYMENT

Between

1) RAPID7 INTERNATIONAL LIMITED, with registered company number 07587098 and

registered address at Fieldfisher Secretaries Limited, Riverbank House, 2 Swan Lane, London,
England, EC4R 3TT ("the Company", "we" or "us"); and

2) Chee Soo ("you"),

each a "Party", together the "Parties".

This contract sets out the terms and conditions of your employment with the Company,
including those terms which are required to be given to you under section 1 of the Employment
Rights Act 1996.

***************

1. Employer

1.1 Your employer is RAPID7 International Limited

2. Job title and duties

2.1 You are employed as Lead Software Engineer - Enterprise Applications, reporting to Liam
Logan (Senior Manager, Software Engineering).

2.2 You agree that you will:

(a)unless prevented by ill health, incapacity or injury, devote the whole of your working time,
attention and abilities to your duties under this contract;

(b)faithfully and diligently perform your duties to the best of your ability and use your best
endeavours to promote the interests of the Company;

(c)without payment of additional salary or remuneration, perform such other duties in relation to
the business of the Company as may from time to time be reasonably vested in or assigned to
you by the Company; and

(d)obey the reasonable directions of the Company and comply with any lawful rules, policies
(including but not limited to those relating to Health and Safety) or regulations issued by the
Company from time to time.

3. Start date and freedom to take up employment with the Company

3.1 Your employment with us shall commence on January 17, 2022 (the "Start Date").
3.2 No other previous employment will count as part of your period of continuous employment
with us.

3.3 You warrant and undertake that any notice period you are required to give or to serve with a
previous employer has expired and that, by entering into or performing any of your duties for
the Company, you will not be in breach of any other obligation binding on you.

4. Probationary period

4.1 The first six months of your employment with us shall constitute a probationary period (the "
Probationary Period"). During this period: (i) the Company will monitor your performance
and suitability for continued employment; and (ii) your employment may be terminated on 1
weeks' notice (or payment in lieu).

4.2 At the end of the Probationary Period, the Company will review your performance and
conduct and notify you in writing as to whether or not you have successfully completed your
Probationary Period. In the absence of such notification, your probationary period will be
deemed to continue until further notice. The Company reserves the right to extend your
Probationary Period at its absolute discretion.

5. Remuneration

5.1 Your gross annual basic salary is £73,900.00 per annum, which accrues daily and is payable
monthly in arrears by direct credit to your bank account in accordance with the Company's
practice and policies. Your salary may be reviewed on an annual basis, but there is no obligation
on the Company to increase your salary following a review.

5.5 The Company operates a discretionary bonus scheme pursuant to which you may be entitled
to payment of a bonus of 15% of your annual salary in accordance with: (i) your performance
and your achievement of targets as notified to you by the Company; and (ii) the applicable
bonus scheme rules, each as apply from time to time. For the avoidance of doubt, any such
entitlement to bonus in your year of joining or leaving the Company will be calculated on a pro-
rated basis based on your Start Date. You also acknowledge that if you receive a bonus payment
this does not give you any right to future bonus payments. Further, you will not have the right
to receive any payment of bonus (including any that has been notified to you) if, prior to the end
of the performance period, your employment has terminated for any reason whatsoever or if you
are under notice of termination (whether given or received).

In connection with the commencement of your employment with Rapid7, you will be eligible to
receive a restricted stock unit award with a grant date value of $45,000.00, subject to approval
by the Compensation Committee and the terms and conditions of the 2015 Equity Incentive
Plan, as amended (or any successor equity incentive plan) and the applicable award agreement
thereunder.

5.4 If at any time we make overpayments to you or if there are any amounts outstanding from
you to us, we shall be entitled to make deductions from your salary or any bonus in respect of
any such amounts.

6. Working hours

6.1 You are required to work during the Company's core working hours of 9am to 6pm on
Mondays to Fridays, with one hour for lunch on each working day. However, the requirements
of your employment do call for some flexibility and you will be expected to work different and
additional hours from time to time without additional pay or time off in lieu.

6.2 You agree for the purposes of the Working Time Regulations 1998 (and any amendment or
re-enactment thereof) that any legislative provisions imposing a maximum number of average
weekly working hours will not apply to your employment under this contract. You may
terminate the agreement contained in this clause by giving us not less than three months' notice
in writing.

7. Place of work

7.1 Your normal place of work is at the Company's Belfast office, which are currently at 19
Chichester Street Belfast, , United Kingdom. The Company permits working from home and
other locations from time-to-time where necessary, subject always to business requirements and
your compliance with all relevant policies in force from time to time.

7.2 You may be required to travel to or work at any place in the United Kingdom or abroad,
which we may specify.

7.3 If you are required to work abroad for a continuous period of more than 1 month we will
provide you with details of any changes to your terms and conditions of employment that will
apply during such period.

8. Termination of employment

8.1 Subject to Clause 4 and the remainder of this Clause 8, your employment may be terminated
by either Party giving to the other in writing the greater of: (i) one month's notice; or (ii) one
week's notice for each year of your continuous employment with the Company, up to a
maximum of twelve weeks' notice.

8.2 Notwithstanding Clause 8.1, we are entitled at our sole discretion to give you written notice
having immediate effect and to make a payment of basic salary to you in lieu of notice subject to
deductions for tax and national insurance, provided always that if we do not exercise this
discretion you cannot enforce such payment as a contractual debt nor as liquidated damages and
your sole remedy will be a claim in damages. If the Company exercises this discretion the
payment in lieu will be made to you within a reasonable period after the date on which notice
pursuant to this Clause 8.2 is given but the termination of your employment will have immediate
effect. If we discover after notice has been served that we would have been entitled to terminate
your employment without notice for gross misconduct, you will cease to have any entitlement to
payment pursuant to this provision and any such payment already made will be recoverable as a
debt.

8.3 During any period of notice you may be required by us in our absolute discretion not to
attend at your place of work at any time and not to perform any duties for us or to perform only
such duties, specific projects or tasks as are assigned to you expressly by us, for such period and
at such place or places (including, without limitation, your home) as we deem necessary,
provided that you will be entitled to receive full pay during such period ("Garden Leave").
During any such period you will remain employed by us and subject to all your express and
implied duties towards us. In particular you agree that you may not carry out work of any kind
for a third party.

8.4 Any notice served under this clause shall be construed in accordance with Clause 24 of this
contract.

8.5 Nothing in this contract prevents the Company from terminating your employment
summarily (without notice) or otherwise if you commit any serious breach of the terms of your
employment or of this contract or in the event that you:
(a) are guilty of any gross misconduct affecting the business of the Company;
(b)commit any serious or repeated breach or non-observance of any of the provisions of this
contract or refuse or neglect to comply with any reasonable and lawful directions of the
Company;
(c) are, in the reasonable opinion of the Company, negligent in the performance of your duties;
(d) are declared bankrupt or make any arrangement with or for the benefit of your creditors or
have a county court administration order made against you under the County Court Act 1984;
(e) are convicted of any criminal offence (other than an offence under any road traffic legislation
in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
(f) cease to be eligible to work in the United Kingdom or otherwise breach your obligations as
set out in Clause 22 below; or
(g) are guilty of any fraud or dishonesty or act in any manner which in the opinion of the
Company brings or is likely to bring you or the Company into disrepute or is materially adverse
to the interests of the Company.

9. Holidays and holiday pay

9.1 Your holiday entitlement is twenty-four (24) days per holiday year in addition to regional
holidays in the UK which fall on your normal work days and will count as paid holiday. Our
holiday year runs from 1 January to 31 December.

9.2 During holidays you are entitled to your normal basic rate of pay. Prior approval by your
manager of all holiday dates (other than days taken on bank holidays) must be sought as far in
advance as is practicable.

9.3 You are entitled to a pro rata proportion of such holiday entitlement in the calendar year of
your joining and leaving our employment.

9.4 Your holiday entitlement will be deemed to accrue from day to day. No payment will be
made in lieu of holiday accrued but not taken, save upon the termination of your employment.
If, however, you are dismissed for gross misconduct any such payment will be restricted to any
accrued but untaken entitlement under the Working Time Regulations 1998.

9.5 You may, with the Company's permission, carry over up to 5 days accrued but unused
holiday into the following leave year. If, on the termination of your employment, you have
exceeded your accrued holiday entitlement the appropriate deduction will be made from your
final salary payment. We reserve the right to require you to take any outstanding holiday during
any period of notice.

10. Absence through sickness or injury and sickness pay

10.1 You have no contractual right to pay in respect of absence due to sickness or injury other
than as provided for under the statutory sick pay ("SSP") legislation in force at the relevant
time. You will give credit for any national insurance, sickness or other benefits obtainable by
you under any legislation for the time being in force as a result of such absence. Monday to
Friday (inclusive) in each week shall be qualifying days for the purposes of the legislation
relating to SSP. Rapid7 may decide to supplement the Statutory Sick Pay at its sole discretion as
outlined in the Rapid7 UK Sick Time Off Policy.

10.2 If you are unable to attend work on any day through sickness or injury you must notify
your supervisor by 9am on that day.

10.3 For absence of more than a week and upon request by the Company, you must obtain a
certificate from your doctor (a "Statement of Fitness for Work") stating that you are not fit
for work and the reason(s) why. This should be forwarded to your manager as soon as possible.
If your absence continues, further certificates must be provided each week to cover the whole
period of absence until you return to work.

10.4 Where we are concerned about the reason for absence, or frequent short-term absence, we
may require a medical certificate for each absence regardless of the duration. In such
circumstances, we will cover any costs incurred in obtaining such medical certificates, for
absences of a week or less, on production of a doctor's invoice.

10.5 In the event that you are incapacitated during a period of holiday you will only be entitled
to treat that day as sick leave and retake as holiday if this is required by law and if you provide a
certificate from a medical practitioner for each day of incapacity.

11. Pension and Benefits

11.1 The Company will comply with its automatic enrolment pension duties in respect of your
employment in accordance with Part 1 of the Pensions Act 2008 and will deduct any pension
contributions from your pay as may be required to be deducted by law. You will be provided
with further details in writing of the pension arrangements applicable to you by People Strategy.

11.2 You shall be entitled to participate in the Company's private medical insurance scheme,
subject to the terms of such scheme and the terms of the relevant insurance providers as
amended from time to time. Further details will be provided to you under separate cover. The
Company reserves the right to change provider, amend or terminate the scheme at its sole
discretion and shall have no responsibility for decisions taken by the insurers about any claim by
you or by the Company on your behalf.

11.3 You may be eligible to participate in other Company benefit schemes, the details of which
will be provided under separate cover.

11.4 For the avoidance of doubt the Company reserves the right to terminate your employment
even when such termination would or might cause you to forfeit any entitlement to pension
contributions, equity, sick pay or any other benefit.

12. Restrictions

12.1 Subject to Clause 12.7 below, you must not in a Relevant Capacity (except with the prior
written consent of the Company) for the periods set out below after the date of termination of
your employment ("Termination Date"), less any period spent on Garden Leave pursuant to
Clause 8.3 immediately prior to the Termination Date, do the following:

for 6 months undertake, carry on or be employed, engaged or interested in any capacity in either
any business which as at the Termination Date is competitive with a Relevant Business or any
business, which as at the Termination Date is reasonably considered to be planning to compete
or has taken any active steps to compete with a Relevant Business;

for 6 months entice, induce or encourage a Customer to transfer or remove custom from the
Company or any other Group Company;

for 6 months solicit or accept business from or deal with a Customer in connection with the
supply of services in competition with the Relevant Business;

for 6 months be employed or engaged by a Customer in connection with the supply of services
in competition with the Relevant Business;
for 6 months, for a business competing with any Relevant Business solicit, interfere with or
endeavour to entice away from employment or engagement with the Company or any other
Group Company (or procure or assist the solicitation, interference with or enticement of) any
Employee, whether or not such person would by reason of terminating their service with the
Company or any other Group Company commit a breach of his contract or employment or
engagement;

for 6 months for a business competing with any Relevant Business engage or employ or offer
employment to (or procure or assist in the engagement or employment of or in offering
employment) to any Employee whether or not such person would by reason of terminating their
service with the Company or any other Group Company commit a breach of his contract of
employment or engagement; or

for 6 months, contract with or engage a Partner in such a way as could adversely affect the
business of the Company or any Group Company.

12.2 For the purpose of this clause

"Customer" means any person:

(i)who at any time during the Relevant Period was a customer of the Company or any other
Group Company (whether or not goods or services were actually provided during such period)
or to whom at the expiry of the Relevant Period the Company or any other Group Company was
actively and directly seeking to supply goods or services, in either case for the purposes of a
Relevant Business; and

(ii)with whom you had dealings at any time during the Relevant Period or in respect of whom
you came into possession of confidential information in the performance of your duties for the
Company or any other Group Company.

"Employee" means any employee, director, consultant or independent contractor of the

Company or any other Group Company at the Termination Date or who was such an employee,
director, consultant or independent contractor at any time in the Relevant Period and in each
case who worked or provided services in a senior executive, managerial, sales, technical,
support or engineering capacity or has confidential information relating to the business of the
Company or any other Group Company or contact with any Customer and with whom you had
contact in the performance of your duties;

"Group Company" means the Company, any subsidiary of the Company, any holding
company of the Company, any subsidiary of such holding company and any company
designated by the board of the Company as an associated company from time to time;

"Partner" means any contact generated by the Company for the purpose of furthering the
Company's business interests including, without limitation, any supplier, technical partner, sales
or marketing partner or agent, in each case with whom you have dealt or sought to deal on
behalf of the Company or with whom the relationship has been managed by you during the
Relevant Period;

"Relevant Business" means any business, product or services of the Company or any other
Group Company in which, pursuant to your duties, you were materially involved at any time
during the Relevant Period;

"Relevant Capacity" means either alone or jointly with another or others, whether as
principal, agent, consultant, director, partner, shareholder, independent contractor, employee or
in any other capacity, whether directly or indirectly, through any other person, firm or company,
and whether for your own benefit or that of others;
"Relevant Period" means the period of 12 months ending on the Termination Date or the
period of your employment if shorter than 12 months; and

"Supplier" means any person:

(i)who at any time during the Relevant Period was a supplier of the Company or any other
Group Company (whether or not goods or services were actually supplied during such period) or
to whom at the expiry of the Relevant Period the Company or any Group Company was actively
and directly seeking to be supplied goods or services, in either case for the purposes of the
Relevant Business; and

(ii)with whom you had dealings at any time during the Relevant Period or were in possession of
confidential information about such supplier in the performance of your duties to the Company
or any Group Company.

12.3 You must not at any time during your employment with the Company or after the
Termination Date use any name used by the Company or any Group Company at the
Termination Date or any name likely to cause confusion with it in the minds of members of the
public, for the purposes of a business which competes with any business carried on by the
Company or any Group Company as at the Termination Date whether by using such name as
part of a corporate name or otherwise.

12.4 You must not at any time after the Termination Date represent yourself as being connected
with or employed by the Company or any other Group Company.

12.5 If you receive an offer to be involved in a business concern in any capacity either during
your employment with the Company or prior to the expiry of the last of the restrictions referred
to above you shall give the person making that offer a copy of this Clause 12 and you shall
disclose to the Company the identity of the future employer/client (as applicable) immediately
after accepting the offer.

12.6 You hereby agree and acknowledge that this Clause 12 is entered into by the Company for
itself and in trust for each Group Company with the intention that each Group Company will be
entitled to enforce its terms directly against you. Further, you agree and undertake that you will,
at the request and expense of the Company, enter into a direct agreement or undertaking with
any Group Company by which you will accept the restrictions contained in this Clause (or such
of them as are, in the opinion of the Company, appropriate).

12.7 None of the restrictions in this Clause 12 shall operate to prevent you from being or
becoming the beneficial owner of shares or other securities of a body corporate, provided that
those shares or securities: (i) are held for passive investment purposes only; and (ii) total no
more than 3% of any single class of shares or securities in such body corporate.

12.8 If your employment with the Company is transferred to any firm, company, person or
entity other than a Group Company ("New Employer") pursuant to the Transfer of
Undertakings (Protection of Employment) Regulations 2006, you will if required enter into an
agreement with the New Employer containing post-termination restrictions corresponding to
those restrictions in this Clause 12, as may be considered reasonably necessary to protect the
legitimate business interests of the New Employer.

13. Severability

13.1 Each of the restrictions contained in Clause 12 constitutes an entirely separate and
independent restriction and is considered by the Parties to be reasonable and necessary for the
protection of the Company's legitimate business interests. If Clause 12, or part of it, is found to
be void, invalid, illegal or unenforceable by any court of competent jurisdiction but would be
valid if some words were deleted from it, or the period of it reduced, or area covered or range of
activities reduced, such restriction shall apply with such modification as may be necessary to
make it valid and effective.

13.2 In the event of any Clause or part of a Clause contained in this contract being declared
invalid or unenforceable by any court of competent jurisdiction, all other Clauses or parts of
Clauses contained in this contract shall remain in full force and effect and shall not be affected
thereby.

14. Confidentiality and Company Property

For the purpose of this clause, "Confidential Material" means any information relating to us
or our business, prospective business, technical processes, algorithms, computer software
(source code and object code), intellectual property rights or finances, or compilations of two or
more items of such information whether or not each individual item is in itself confidential,
including without limitation, price lists, lists of customers and suppliers (both current and those
who were customers or suppliers during the previous two years), which comes into your
possession by virtue of your employment, and which we regard, or could reasonably be
expected to regard, as confidential, whether or not such information is reduced to a tangible
form or marked in writing as "confidential", and any and all information which has been or may
be derived or obtained from any such information.

14.1 You must not during your employment (other than in the proper performance of your
duties) or at any time thereafter use for your own purposes or disclose to any third party any
Confidential Material and you must use your best endeavours to prevent such disclosure by third
parties.

14.2 All Confidential Material and all other documents, papers and property on whatever media
and wherever located which may have been made or prepared by you, or at your request or have
come into your possession or under your control in the course of your employment or which
relate in any way to our business (including prospective business) or our affairs or those of any
customer, supplier, agent, distributor or sub-contractor of ours are, as between us deemed to be
our property. You must deliver up all such documents and other property, including all copies,
to us immediately upon the Termination Date (or at any earlier time on demand). Further you
must irretrievably delete any information relating to the business of the Company or any Group
Company stored on any magnetic or optical disk or memory and all matter derived from such
sources which is in your possession or under your control outside the premises of the Company.

14.3 You must immediately inform us if you become aware of the possession, use or knowledge
of any of the Confidential Material by any person not authorised to possess, use or have
knowledge of the Confidential Material, whether during your employment or thereafter and you
must at our request provide such reasonable assistance as is required to deal with such event.

14.4 The provisions of this clause do not apply to any Confidential Material which:
(a) is in or enters the public domain other than by breach of this contract; or
(b) is obtained from a third party who is lawfully authorised to disclose such information; or
(c) is authorised for release by the prior written consent of the board of directors; or
(d) is a protected disclosure as defined by and made in accordance with Part IVA Employment
Rights Act 1996.

14.5 Nothing in this Clause will prevent you from disclosing Confidential Material where it is
required to be disclosed by judicial, administrative, governmental or regulatory process in
connection with any action, suit, proceeding or claim or otherwise by applicable law.

14.6 Failure by you to comply with this Clause shall represent gross misconduct entitling us to
terminate your employment with immediate effect.
14.7 You undertake that upon the Termination Date or upon any earlier demand you will return
to the Company in good condition and without modification all property belonging to the
Company or any other Group Company which is or has been in your possession, custody or
control, during your employment. To avoid doubt such property will include all Confidential
Material, in whatever medium it has been stored (including on your personal computer or
mobile telephone), samples, computer printouts, mobile telephones (including the SIM card),
PDA or Blackberry handset, software, computers, computer discs or any other medium for
storing information, laptops, any other type of electronic equipment, materials, credit or charge
cards, keys and security access cards, passwords and access codes of any description, and all
other property of or relating to the business or affairs of the Company or any other Group
Company or any of their officers, employees, workers, clients, customers, suppliers or agents.

14.8 Your obligations under this Clause include the return of all copies, drafts, reproductions,
notes, extracts or summaries of the items listed above howsoever made and in all existing
formats. You shall if requested by the Company confirm your compliance with your obligations
under this Clause in writing. Further, if you have any Confidential Material or work you have
carried out for the Company or any Group Company which is stored on a device (including a
personal computer, laptop computer, web-server, personal digital assistant, your telephone
handset, any other mobile telephone, disk, memory or any other device) which does not belong
to the Company you undertake that you will notify the Company of this fact and provide the
Company with access to such device so that it can download the information and/or supervise its
deletion from the device concerned.

15. Intellectual property

For the purposes of this Agreement:

"Intellectual Property Rights" means copyrights (including rights in software), patents,

utility models, trade marks, service marks, design rights in each case whether registered or
unregistered, database rights, semiconductor topography rights, proprietary information rights,
trade secrets and know-how and all other similar proprietary rights and applications for such
rights as may exist anywhere in the world and any applications, extensions and renewals in
relation to any of these rights; and
"Inventions" means all inventions, improvements, modifications, processes, formulae, models,
prototypes and sketches, drawings, plans or specifications for them or other matters which you
alone or with one or more others may make, devise or discover during your employment and
which pertain or are actually or potentially useful to the commercial activities from time to time
of the Company or any Group Company or the processes, software, technology or algorithms of
the Company or any Group Company for providing the services or goods of the Company or
Group Company or which pertain to, result from or are suggested by any work which you or any
employee has done or may do during your employment.

15.1 You hereby acknowledge and agree that all Intellectual Property Rights created by you in
the course of your employment, or in the course of assignments specifically assigned to you
during your employment, including any such rights in any Inventions, shall be the absolute
property of the Company (“Company IPR”).

15.2 You will promptly disclose and deliver to the Company full details of any Company IPR
upon the making, devising or discovering of the same during your employment, irrespective of
whether they were so made, devised or discovered during normal working hours or using the
facilities of the Company or other Group Company. You will, irrespective of the termination of
your employment, give all information and data in your possession as to the exact mode of
working, producing and using the same and will also at the expense of the Company give all
such explanations, demonstrations and instructions to the Company as it may deem appropriate
to enable the full and effectual working, production or use of the same.

15.3 You will, without additional payment to you (except to the extent provided in Section 40,
Patents Act 1977 or any similar provision of applicable law), whether or not during your
employment, at the expense of the Company, promptly execute and do all acts, matters,
documents and things necessary to enable the Company, any other Group Company or any
nominee, to (i) apply for and obtain any registrations in relation to the Company IPR and (ii)
otherwise protect, defend or enforce the Company IPR.

15.4 You:
(a) will do anything necessary to confirm vesting of title to any or all Company IPR, in the
Company, any other Group Company or any nominee absolutely, including, if requested to do
so, entering into confirmatory assignments in respect of the same;
(b) with full title guarantee hereby assign (insofar as title to them does not automatically vest in
the Company as a consequence of the employment) to the Company by way of future
assignment all copyrights forming part of the Company IPR (including without limitation source
code and object code for software) produced by you during your employment during the normal
hours of work of the Company or otherwise or at the premises or using the facilities of the
Company or otherwise, being the exclusive right to do and to authorise others to do any and all
acts restricted by the Copyright Designs and Patents Act 1988 in relation to such material in the
United Kingdom together with copyright in all other countries of the world (and/or any similar
rights in countries where such rights exist) for the whole term of such copyright including any
extensions or renewals thereof and including the right to sue for damages and other remedies in
respect of any infringements of the copyrights in such material or conversion of infringing
copies of the material prior to the date of this Agreement to hold unto the Company absolutely;
and
(c) hereby waive all moral rights pertaining to all copyrights forming part of the Company IPR
so far as you may lawfully do so in favour of the Company and for the avoidance of doubt this
waiver shall extend to the licensees and successors in title to the copyright in the said material.

15.5 You will do nothing (whether by omission or commission), nor enable or procure others to
do so, during your employment or at any times thereafter to affect or imperil the validity or
ownership of any Company IPR. In particular without limitation you shall not disclose the
subject matter of any Inventions which may be patentable before the Company has had the
opportunity to apply for any patent or patents. You will at the direction and expense of the
Company promptly render all assistance within your power to obtain and maintain such
Company IPR or any application for any extension of them.

15.6 Nothing in this Agreement obliges the Company or any other Group Company to seek
patent or other protection for any Company IPR or to exploit or use the same.

16. Data protection and email security

16.1 You acknowledge that the Company shall hold and otherwise process personal data
including (without limitation) sensitive personal data relating to you for legal, personnel,
administrative and management purposes as further described in all applicable employee privacy
notices and policies notified to you from time to time.

16.2 You agree to comply with the Company’s policies in force from time to time regarding the
processing of personal data and the use of equipment provided to you for use in the normal
course of your employment including, without limitation, any method of electronic
communication.

16.3 You agree to keep the Company up to date in relation to any changes to the personal data
that the Company may process in relation to you.

16.4 All communications, whether by telephone, email, fax or any other means, which are
transmitted, undertaken or received using Company property or on Company premises, or which
relate to the Company's affairs, will be treated by the Company as work-related and are subject
to occasional interception, recording and monitoring without further notice. You should not
regard any such communications as private.

16.5 Interception, recording and monitoring of communications is intended to protect the

Company's business interests, for example but without limitation, for the purposes of quality
control, security of communication and IT systems, record-keeping and evidential requirements,
detection and prevention of criminal activity or misconduct and to assist the Company to
comply with relevant legal requirements. Such interception, recording and monitoring will not
be undertaken for prurient interest.

16.6 Intercepted communications may be used as evidence in disciplinary or legal proceedings,

including in any such action against you.

17. Software policy

Unlicensed or unauthorised software, computer games or screen savers, public domain software
and demonstration disks shall not be used on our networks, personal computers or workstations.
If you use your home computer for carrying out any work relating to us, you shall not in the
course of such work use any unlicensed or unauthorised software and shall not transfer any
programs or data from your home computer to any company network, personal computer or
workstation without first ensuring that such programs and any media on which they are
transferred are virus-free.

18. Expenses

The Company will reimburse you for reasonable expenses incurred in the course of your
business duties in line with the Company expenses policy and upon submission of appropriate
receipts.

19. Full time

19.1 You agree that, during your employment, you will not be employed, engaged, interested or
concerned in any employment, consultancy, activity, office or outside business interests (together
"Outside Business Interests") without the consent of the Company. For the avoidance of
doubt consent will not be given in relation to any Outside Business Interests which, in the view
of the Company, are similar to, or compete directly or indirectly with, the business of the
Company, or which could, in the view of the Company, give rise to a conflict of interest or
interfere with the efficient performance of your duties.

19.2 Notwithstanding Clause 19.1, you may hold as beneficial owner up to 3% of any single
class of shares or securities in a body corporate, regardless of whether such shares are quoted on
a recognised stock exchange.

20. Equal opportunities

20.1 We are an equal opportunities employer and we believe that all employees should be
treated fairly and equitably. We consider all employees equally regardless of their race, colour,
national origin, sex, marital status, age, religion or belief, disability or sexual orientation. Our
commitment to these policies applies to every phase of the employment relationship, and we
make every effort to comply with this statement. We do not tolerate any acts of discrimination
on the part of our employees towards others and any such act will be treated as a matter of
misconduct and may result in disciplinary action up to and including dismissal. Anyone who
feels they have been subjected to an act of discrimination should raise this first with their
manager or if this is not appropriate, with a director.

21. Rules and Procedures on dismissals, discipline and grievances

21.1 Details of our rules and procedures relating to dismissal, disciplinaries and grievances
(including the person to whom you may apply if you are dissatisfied with any disciplinary
decision, decision to dismiss or any grievance) are available from People Strategy. These do not
form part of your contract of employment and are for guidance only. We are not obliged to
follow these rules and procedures.

21.2 The Company retains the right at any time to suspend you from your employment for a
reasonable period in order to investigate any matter. For the duration of any such suspension
you will continue to receive full remuneration provided that you are ready, able and willing to
work and/or to engage with the investigation, if requested by the Company to do so. If during or
immediately prior to any suspension you are declared unfit for work or to engage in any
investigation, the provisions of clause 10 (Absence through sickness or injury and sickness pay)
shall apply in respect of any period of incapacity which coincides with the suspension and
during such period you shall cease to be entitled to full salary but instead shall be paid in
accordance with the sick pay entitlements (if any) available to you at that time. For the
avoidance of doubt, suspension is not a disciplinary sanction.

22. Right to work in UK

22.1 If you require immigration permission to work in the UK, you warrant and undertake that
you are entitled to work in the UK and that you will:

(a) On request, provide the Company with such documentary evidence as it requires from time
to time, to prove that you have immigration permission to work for the Company in the role set
out in this contract and in order for it to check your immigration status.

(b) Notify the Company immediately of any change to your immigration status.

(c) Keep the Company notified of any changes to your home address and phone number
(including mobile phone number, if you have one). For these purposes, you should be aware that
the Company needs to maintain a history of your contact details, not just your current details.

(d) Notify the Company of any absences.

(e) Notify the Company of any change in circumstances which may affect your right to work for
the Company or to live in the UK

23. Company reconstruction

23.1 You will have no claim in respect of the termination of your employment if:

(a) such termination is by reason only of the liquidation of your employer for the purposes of
amalgamation or reconstruction; and
(b) you are offered comparable employment with a company resulting from such amalgamation
or reconstruction on terms no less favourable than the terms hereof.

24. Notices

24.1 Notices may be given by either Party in writing addressed to the other Party:

(a) in the case of the Company, to its office for the time being as set out above, such notice to be
marked for the attention of your manager; and
(b) in your case, to your last known address.
24.2 Any notice given shall be deemed to have been given:
(a) if delivered by post, at the time at which the letter would be delivered in the ordinary course
of post;
(b) if delivered by hand, upon delivery; and
(c) if delivered by email, upon sending.

24.3 Any notice shall have effect from the earlier of its actual or deemed receipt by the
addressee. In proving service by post or email it shall be sufficient to prove that the notice was
properly addressed and posted (in the case of a letter).

25. Other agreements and governing law

25.1 This contract constitutes the whole agreement between the Parties and all other statements
(if any) of the terms of your employment are hereby abrogated and superseded. In the event of
any inconsistency between this contract and any company handbook in existence, the terms of
this contract shall prevail.

25.2 There are no collective agreements which directly affect the terms and conditions of your
employment.

25.3 This contract will be governed by English law and subject to the non-exclusive jurisdiction
of the English courts.

26. Changes in particulars of employment

26.1 We reserve the right to review, revise, amend or replace the contents of this contract, and
introduce new policies from time to time reflecting the changing needs of the business.

27. Changes in particulars of employee

27.1 You must notify us in writing:

(a) of any change in your name, address or next of kin within one month of such change; and
(b) immediately of your conviction for a criminal offence or if you become bankrupt, apply for
or have made against you, a receiving order, make any composition with your creditors or
commit any act of bankruptcy.

28. Third parties

28.1 It is not intended that the Contracts (Rights of Third Parties) Act 1999 should apply to this
contract or that any third party should be able to enforce any term of this contract against the
Company or any Group Company. Further, this contract may be varied or terminated without
the consent of any third party.

Please sign and return the duplicate copy of this contract and return to in order to indicate your
agreement with and acceptance of its terms.
Accepted and Agreed:

______________________________
Christina Luconi, Chief People Officer

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Date

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