The only material change from their exisiting employment contracts (copies of which have been made available previously) being the addition of a 'change of control' clause which can be briefly summarised such that in the event that there is a 'change of control' of the Corporation, then for the 12 months following the date of the 'change of control':-

a) if the employee terminates for good reason then they will be entitiled to 24 months compensation;

b) if the company serves notice to terminate the employment, other than for gross misconduct, the employee will be entitled to 24 months compensation.

For the purposes of the Agreements, 'change of control' means a situation where:

i) any person or group is or becomes the beneficial owner of securities of the Corporation or Innospec Limited representing 30% or more of the combined voting power of the Corporation or Innospec Limited respectively;

ii) there is any consolidation or merger of the Corporation or Innospec Limited in which the Corporation or Innospec Limited is not the surviving or continuing corporation; or any sale, lease exchange or other transfer of all or substantially all of the assets of the Corporation or Innospec Limited;

iii) the shareholders of the Corporation or Innospec limited approve any plan/proposal for the liquidation or dissolution of the Corporation or Innospec Limited;

iv) as a result of any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation, contested election or substantial share accumulation the members of the board immediately prior to such transaction shall thereafter cease to constitute a majority of the Board.