CONTRACT OF EMPLOYMENT

CONTRACT OF EMPLOYMENT

EMPLOYEE'S NAME :    PHIL BOON

Date : 1 JUNE 2009

EXECUTIVE SERVICE AGREEMENT

Dated : 1 JUNE 2009

PARTIES

EMPLOYER:                  Innospec Limited (registered number 00344359) whose registered office is at Innospec Manufacturing Park, Oil Sites Road, Ellesmere Port, Cheshire CH65 4EY ("the Company").

EMPLOYEE: Mr P J Boon of Hill View, Davenport Road, Lower Heswall, Wirral,CH60 9JD ("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 Executive Vice President, Business Operations or in such other appointment as may from time to time be agreed. You accept that the Company and Parent Company may at its discretion require you to perform other duties or tasks not within the scope of your normal duties and you agree to perform those duties or undertake those tasks as if they were specifically required under this Agreement.
   2. The appointment shall be deemed to have commenced on 21 July 1997 and shall continue until terminated by the Company or Parent Company under this Agreement in accordance with clauses 10.1, 11 or 20.1. Your period of continuous employment with the Company began on 21 July 1997.
   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 of 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 the whole of your 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 (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 make any untrue or misleading statement relating to the Company or any Group Company;
      7. inform the Chairman 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 initially be employed at our Ellesmere Port 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 United Kingdom. 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 GBP155,000 per annum paid monthly in advance by credit transfer on or around the sixth of the month (excluding first month of employment where salary will be paid in arrears). 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 will be subject always to such terms and targets as the Compensation Committee of the Board may determine from time to time. Currently your target bonus is 40 percent. The Compensation Committee reserve the right to change this target percentage at any time.
10. HOURS OF WORK
11. 1. The normal hours of work are 38 hours per week exclusive of lunch breaks.
    2. 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 and does not warrant either extra payment or time off in lieu.
    3. You acknowledge that as a managing executive your employment falls within the scope of Regulation 20 of the Working Time Regulations 1998
12. COMPANY CAR
13. 1. Subject to you being legally entitled to drive, you will be provided with a fully expensed Company car, including private fuel.
    2. You may take a cash equivalent in lieu of a car. Currently the allowance is GBP13,650 per annum, such amount to be non-pensionable and will not be included in salary for bonus purposes. The Company reserves the right to change this amount.
    3. You shall always comply with all regulations laid down by the Company and Parent Company from time to time with respect to company cars, shall follow their policies in the case of any accidents involving your Company car, shall immediately report to the Company and Parent Company any driving convictions in respect of which you are disqualified from driving a motor vehicle and, on the termination of your appointment whether lawfully or unlawfully, shall forthwith return your Company car.
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 vouchers or other evidence of actual payment of the expenses as it may reasonably require.
16. HOLIDAYS
17. 1. For a full year your holiday entitlement is 30 days per annum in addition to the English public bank holidays. Your holiday entitlements shall be in accordance with the Company's Employee Handbook in force from time to time, but will not be greater than 30 days per annum, inclusive of any service related holidays.
18. NOTICE AND GARDEN LEAVE
19. 1. Subject to clause 11.1 below, the Company has the right to terminate your employment by giving you twelve months' notice in writing. This will not apply in the event of gross misconduct. You are required to give the Company and Parent Company 6 months' notice in writing of termination of employment, to be served, in accordance with clause 27.
    2. After notice of termination has been given by either party pursuant to clause 10.1 or if you seek to or indicate an intention to resign from the Company or any Group Company or terminate your employment without notice, provided that you continue to be paid and enjoy your full contractual benefits until your employment terminates in accordance with the terms of this Agreement, the Board may in its absolute discretion without breaking the terms of this Agreement or giving rise to any claim against the Company or any Group Company for all or part of the notice period required under clause 10.1:

1. 1. exclude you from the premises of the Company and any Group Company;
   2. require you to carry out specified duties (consistent with your status, role and experience) for the Company and any Group Company or to carry out no duties;
   3. announce to employees, suppliers and customers that you have been given notice of termination or have resigned (as the case may be);
   4. instruct you not to communicate orally or in writing with suppliers, customers, employees, agents or representatives of the Company or any Group Company until your employment hereunder has terminated.

For the avoidance of doubt, your duties and obligations under this Agreement continue to apply during any period of exclusion pursuant to this clause.

1. 1. On commencement of any period of exclusion pursuant to clause 10.2 you will:

(i)         deliver up to the Company in accordance with clause 23 all property belonging to the Company or any Group Company; and

(ii)         resign in accordance with clause 24 from all offices and appointments you hold in the Company and any Group Company.

1. 2. During any period of exclusion pursuant to clause 10.2 you will not be entitled to accrue any bonus/ profit share/ performance-related pay under this Agreement. Any untaken holiday entitlement accrued or likely to accrue up to the Termination Date should be taken during the period of exclusion.
   3. 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.
   4. 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.

1. CHANGE OF CONTROL
2. 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 serves notice to terminate your employment under this agreement, other than for gross misconduct, you will be entitled to 24 months' compensation, as defined in 11.1.1. above, from the date of such notice.
3. HEALTHCARE BENEFITS
4. 1. You will be entitled to the following healthcare benefits:
   2. 1. Group Accident Insurance

You will be covered by the Company's Group Accident Insurance in force from time to time. The Company's Insurance Department will issue you with details of the scheme. The Company and Parent Company reserve the right to change the provider at its discretion.

2. 1. 2. Healthcare

You are entitled to membership of the Group Healthcare Scheme in place from time to time for your spouse and dependant children as well as yourself. The cost of the membership will be met by the Company. This is a taxable benefit. The Company and Parent Company reserve the right to change the provider at its discretion.

2. 2. Your participation in the schemes referred to in this clause is subject to their respective rules from time to time and subject to you, your spouse and dependant children being eligible to participate or benefit from the schemes pursuant to their respective rules at a cost acceptable to the Company and Parent Company.
3. SICKNESS ABSENCE
4. 1. If you are absent because of sickness (including mental disorder) or injury you shall report this fact forthwith to the Chief Executive Officer and complete any self-certification forms which are required by the Company and Parent Company. If you are so prevented for seven or more consecutive days you shall provide a medical practitioner's statement to the Senior Vice President, Human Resources on the eighth day and weekly thereafter so that the whole period of absence is certified by such statements.
   2. If you are absent due to sickness (including mental disorder) or injury duly certified in accordance with the provisions of Clause 13.1 you shall be paid your full remuneration including benefits for up to one month's absence in any period of twelve consecutive months and thereafter such remuneration, if any, as the Chief Executive Officer shall determine from time to time provided that such remuneration shall be inclusive of any Statutory Sick Pay to which you are entitled, any Social Security Sickness Benefit or other benefits recoverable by you (whether or not recovered) may be deducted there from.
   3. If your sickness or injury shall be or appear to be occasioned by actionable negligence of a third party in respect of which damages are or may be recoverable, you shall immediately notify the Company and Parent Company of that fact and of any claim, compromise, settlement or judgment made or awarded in connection with it and shall give to the Company and Parent Company all particulars they may reasonably require and shall if required by the Company or Parent Company refund that part of any damages reco