EXECUTIVE SERVICE AGREEMENT

EXECUTIVE SERVICE AGREEMENT

Between

INNOSPEC FUEL SPECIALTIES LLC

AND

MR. D E WILLIAMS

EXECUTIVE SERVICE AGREEMENT

Dated :

PARTIES

EMPLOYER:                         Innospec Fuel Specialties LLC ("the Company").

EMPLOYEE:                          Mr. David E Williams of 16309 E Oakwood drive, Centennial, Colorado, 80016 ("you")

1. INTERPRETATION
2. 1. In this Agreement

2. APPOINTMENT
3. 1. The Company appoints you to serve the Company and any other Group Company as Vice President and General Counsel or in such other appointment as may from time to time be agreed. In addition, the Company appoints you to serve the Company and any other Group Company as Chief Compliance Officer.
   2. The appointment shall be deemed to have commenced on 17 ^th September 2009 and shall continue until terminated by the Company or Parent Company under this Agreement in accordance with clauses 10.1, 11 or 17.1.
   3. With your prior consent, the Company or Parent Company may from time to time appoint any other person or persons to act jointly with you in your appointment.
   4. You warrant that by virtue of entering into this Agreement you will not be in breach of any express or implied terms or any contract with or any other obligation to any third party binding upon you.
4. DUTIES
5. 1. You shall at all times during the period of this Agreement;
   2. 1. devote your working time, attention and ability to the duties of your appointment.
      2. faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time assigned to or vested in you;
      3. obey all lawful and reasonable directions of the Board;
      4. use your best endeavours to promote the interests of the Company and Group Companies;
      5. keep the Board promptly and fully informed on a regular basis or as circumstances warrant (in writing if so requested) of your conduct of the business or affairs of the Company and any other Group Company and provide such explanations in connection therewith as the Board may require;
      6. not at any time knowingly make any untrue or misleading statement relating to the Company or any Group Company;
      7. inform the Chairman, or President and CEO, promptly if you receive a solicitation from a competitor or potential competitor either on a personal or business basis which could be prejudicial to the best interests of the Company or its Group Companies.
6. PLACE OF WORK            
7. 1. You will be employed at our Littleton site, but as a term of your employment you may also be required to work at or from any other of the Group Company's establishments whether inside or outside of the USA. You may also be transferred or seconded between establishments when necessary as required by business needs. Whilst this Agreement provides for such transfer or secondment the Company and Parent Company will give careful and sympathetic consideration to your personal circumstances and career interests.
8. REMUNERATION
9. 1. Your basic salary will be $205,000 per annum. Your salary will be reviewed on 1st March 2010 and every March thereafter. The fact that your salary may be increased in any year or years during your employment does not confer any right on you to receive any increase in any subsequent year.
   2. The salary referred to in this clause will be inclusive of any director's fees to which you may be entitled.
   3. At the absolute discretion of the Compensation Committee of the Board, you may participate in the Management Incentive Compensation Plan. Your participation in the Management Incentive Compensation Plan (MICP) will be subject always to such terms and targets as the Compensation Committee of the Board may determine from time to time. Your target bonus in this scheme will be set at 40% of your base salary and the maximum bonus payable to you under this scheme will be 92% of your base salary. The Compensation Committee reserve the right to change both the target and maximum percentages at any time.
   4. You will qualify for a signing on bonus of $15,000, payable once you have joined the Company. If you leave the organisation voluntarily within two years of your start date, you will be required to repay any signing on bonus you have received.
10. LONG TERM INCENTIVE PLAN
11. 1. You will be eligible to be considered for grants under the Parent Company's long term incentive share option plans. Participation in the scheme in any one year and the number of options awarded is discretionary and is determined by the Compensation Committee of the Board in line with their stated grant policy. The Compensation Committee reserves the right to review and modify this grant policy at any time. You will not be entitled to any compensation in lieu of any options granted if as a result of such revision, there is a decrease in the value or number of options granted to you.
    2. You will be required to hold 100% of your annual base salary in Innospec Inc. stock. You will be expected to achieve this holding within four years of your appointment. In order to facilitate this, you will be eligible to participate in the Co Investment Stock Plan, which requires you to use a proportion of your bonus to purchase shares in Innospec Inc. Under the rules of this Plan, if, after three years, you are still employed by Innospec in the role of VP and General Counsel and Chief Compliance Officer and are still holding these shares, the Company will transfer additional shares to you. The Compensation Committee reserves the right to review and modify this Plan at any time
    3. In the event of termination of your employment with the Company, any outstanding options will be treated in line with the Rules of the relevant Share Option Plan.
12. HOURS OF WORK
13. 1. It is recognised that the nature of your role will involve working extended hours, either during the working week or at weekends. This is accepted as a normal part of the working life of a global business executive and does not warrant either extra payment or time off in lieu.
14. EXPENSES
15. 1. The Company shall reimburse to you all expenses reasonably incurred by you in the proper performance of your duties subject to you complying with such guidelines or regulations issued by the Company and Parent Company from time to time in this respect and to the production by you to the relevant company of such receipts or other evidence of actual payment of the expenses as it may reasonably require.
16. BENEFITS
17. 1. You will be eligible to participate in the Company's benefit plans, subject to all of the terms and conditions of the respective plans as follows:

1. 1. The Company will provide medical and vision insurance for you and your spouse/family.
   2. The Company will provide dental insurance for you. You can pay a contribution to provide cover for your spouse/family.
   3. You will be entitled to participate in the Company long and short term disability programs and life insurance program which provides cover equal to one and quarter times base salary (there is an employee contribution).

1. 1. You will be eligible to participate in the Company 401(k) plan from the beginning of the month after your hire date. The Company will match your first 6% at 50%. You become 100% vested in the Company's match after 3 years of service
   2. You are entitled to participate in the 401(k) Pension after completing one year of service.  The plan is funded at an approximate 8% to 12% of your base salary on a yearly basis. The funding is totally discretionary by the Company. You become 100% vested in the plan contributions after 3 years of service
   3. You will be entitled to 15 Paid Time Off (PTO) days each year.   This is an all purpose time-off policy to use for vacation, illness or injury, and personal business. You acknowledge that the Company has recognized your prior experience and has provided you with the two additional service related PTO days which are normally only provided after three years of service with the Company and you further acknowledge that you will therefore not be eligible for any additional service related PTO days after you have completed three years of service
   4. More complete information on policies and benefits will be available in the Employee Handbook issued to you by the Company when your employment commences.
   5. The Company reserves the right to review and modify any or all of the benefit programs at any time

1. EMPLOYMENT BASIS
2. 1. Your employment with Innospec Fuel Specialties LLC is on an at-will basis and either party can terminate the employment relationship at any time, with or without cause and with or without notice.  In line with our normal practice, your initial three (3) months with Innospec will be on a probationary basis and continued employment will be contingent upon your ability in the role as well as performance targets to be mutually agreed.
   2. Your role as Vice President and General Counsel and Chief Compliance Officer is salaried and exempt from the overtime provisions of the Fair Labor Standards Act.
   3. On termination of employment pursuant to clause 10.1 you will:

(i)            deliver up to the Company in accordance with clause 20 all property belonging to the Company or any Group Company; and

(ii)           resign in accordance with clause 21 from all offices and appointments you hold in the Company and any Group Company.

1. 4. Before and after termination of your employment, you will provide the Company and/or any Group Company with assistance regarding matters of which you have knowledge and/or experience in any proceedings or possible proceedings in which the Company and/or Group Company is or may be a party.
   5. You agree to comply with all Company rules and policies as may be amended from time to time regarding the holding and dealing (whether directly or indirectly) of shares in the Company, subject to the Board's discretion.
2. CHANGE OF CONTROL
3. 1. In the event that there is a Change of Control of the Parent Company, as defined in Appendix 1, then, for the 12 months following the date of the Change of Control,
   2. 1. If you terminate for "Good Reason", as defined in Appendix 2, your employment with the Company, you will be entitled to 24 months' compensation from the date of the Change of Control defined as base salary, bonus at target and any car allowance but excluding compensation for pension contributions other benefits and any other salary supplements.
      2. If the Company terminates your employment under this agreement, other than pursuant to clause 17 below, you will be entitled to 24 months' compensation, as defined above in 11.1.1, from the date of such notice.
4. SICKNESS ABSENCE
5. 1. If you are absent because of your own physical or mental illness or injury you shall report this fact forthwith to the Chairman and complete any self-certification forms or medical practitioner's certificates which are required by the Company and Parent Company or as may be required by law.
   2. If you are absent because of your own physical or mental illness or injury duly certified in accordance with the provisions of Clause 12.1 you shall be paid such remuneration, if any, as the Chairman or President and CEO shall determine from time to time or as may be required by law. You will in all cases be paid in compliance with the salary basis requirements of applicable wage and hour laws.
   3. The provisions of this clause will not prejudice or limit in any way the Company's or Parent Company's right to terminate this Agreement pursuant to its terms. In particular but without limitation the Company and Parent Company may terminate your employment pursuant to clause 10.1 for any reason and to clause 17.1 on the grounds set out in that clause. The Company and Parent Company may terminate this Agreement pursuant to such claus