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François Wanecq<br />
François Wanecq is employed as Chief Executive Officer of <strong>Vesuvius</strong> pursuant to the terms of a<br />
service agreement made with Cookson dated 17 October 2012, which will be assigned to <strong>Vesuvius</strong><br />
upon completion of the Demerger. Mr Wanecq will be paid a basic annual salary of £550,000 and<br />
will be eligible to receive a discretionary annual bonus based on company performance. In addition,<br />
he will be entitled to certain benefits in kind, comprising a company car allowance and the assessed<br />
benefits arising from the contractual payments of medical insurance and life assurance, as well as<br />
reimbursement for certain relocation costs. Mr Wanecq is entitled to receive a pension allowance of<br />
30 per cent. of base salary, which he can use to participate in <strong>Vesuvius</strong>’ pension arrangements, invest<br />
in his own pension arrangements or take as a cash supplement (or any combination of the<br />
aforementioned options). Mr Wanecq’s appointment will be terminable by <strong>Vesuvius</strong> on not less than<br />
12 months’ written notice, and by Mr Wanecq on not less than six months’ written notice. <strong>Vesuvius</strong><br />
has the option to make a payment in lieu of part or all of the required notice period. Any such<br />
payment in lieu will consist of the base salary, pension contributions and value of benefits to which<br />
Mr Wanecq would have been entitled for the duration of the remaining notice period, net of statutory<br />
deductions in each case. Half of this payment will be made in a lump sum, the remainder in equal<br />
monthly instalments commencing in the month in which the midpoint of Mr Wanecq’s foregone<br />
notice period falls; if Mr Wanecq finds a role paying equivalent or better base salary or fees, no<br />
further instalments shall be payable, and the value of any lesser new base salary or fees shall be<br />
deducted from any further instalments. Mr Wanecq is subject to certain non-compete covenants for a<br />
period of nine months, and non-solicitation covenants for a period of 12 months, following the<br />
termination of his employment. The agreement is governed by English law.<br />
Chris O’Shea<br />
Chris O’Shea is employed as Chief Finance Officer pursuant to the terms of a service agreement<br />
with <strong>Vesuvius</strong> <strong>plc</strong> dated 10 September 2012. Mr O’Shea is paid a basic annual salary of £340,000<br />
and is eligible to receive a discretionary annual bonus based on company performance. In addition,<br />
he is entitled to certain benefits in kind, comprising a company car allowance and the assessed<br />
benefits arising from the contractual payments of medical insurance and life assurance. Mr O’Shea is<br />
entitled to a pension allowance of 30 per cent. of base salary, which he can use to participate in<br />
<strong>Vesuvius</strong>’ pension arrangements, invest in his own pension arrangements or take as a cash<br />
supplement (or any combination of the aforementioned options). Mr O’Shea’s appointment is<br />
terminable by <strong>Vesuvius</strong> <strong>plc</strong> on not less than 12 months’ written notice, and by Mr O’Shea on not less<br />
than six months’ written notice. The service agreement provides that, in the event of termination<br />
notice by either party, <strong>Vesuvius</strong> <strong>plc</strong> may make a payment in lieu of any remaining notice to Mr<br />
O’Shea. Any such payment in lieu will consist of the base salary, pension contributions and value of<br />
benefits to which Mr O’Shea would have been entitled for the duration of the remaining notice<br />
period net of statutory deductions in each case. Half of this payment will be made in a lump sum, the<br />
remainder in equal monthly instalments commencing in the month in which the midpoint of Mr<br />
O’Shea’s foregone notice period falls; if Mr O’Shea finds a role paying equivalent or better base<br />
salary or fees, no further instalments shall be payable, and the value of any lesser new base salary or<br />
fees shall be deducted from any further instalments. Mr O’Shea is subject to certain non-compete<br />
covenants for a period of nine months, and non-solicitation covenants for a period of 12 months,<br />
following the termination of his employment. The agreement is governed by English law.<br />
6.2 Non-Executive Directors’ letters of appointment<br />
Christer Gardell<br />
Pursuant to the terms of a letter of engagement with <strong>Vesuvius</strong> <strong>plc</strong> dated 31 October 2012 Christer<br />
Gardell agreed to serve as Non-Executive Director of <strong>Vesuvius</strong> <strong>plc</strong> for an annual fee of £45,000. Mr<br />
Gardell will be required to stand for election at the first <strong>Vesuvius</strong> annual general meeting in 2013<br />
and for re-election annually thereafter. His appointment is subject to the <strong>Vesuvius</strong> Articles and will<br />
terminate automatically if Mr Gardell is removed from office by a resolution of <strong>Vesuvius</strong><br />
Shareholders or is not re-elected to office. Mr Gardell is managing partner of Cevian Capital which<br />
held just over 20 per cent. of Cookson’s issued share capital on the date of his appointment to the<br />
<strong>Vesuvius</strong> Board.<br />
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