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•	Trademarks for our VNS therapy systems, the VNS Therapy® System, the VITARIA®™ System and our proprietary Pulse generators products: Model 102 (Pulse™), Model 102R (Pulse Duo™), Model 103 (Demipulse®), Model 104 (Demipulse Duo®), Model 105 (AspireHC®), Model 106 (AspireSR®) and our newest model in development, Sentiva™.

•	Trademarks for our Oxygenators product systems: Inspire™, Heartlink™ and Connect™.

•	Trademarks for our line of surgical tissue and mechanical valve replacements and repair products: MitroflowTM, Crown PRTTM, Solo SmartTM, PercevalTM, Top HatTM, Reduced Series Aortic ValvesTM, Carbomedics Carbo-SealTM, Carbo-Seal ValsalvaTM, Carbomedics StandardTM, OrbisTM and OptiformTM, and Mitral valve repair products: Memo 3DTM, Memo 3D ReChordTM, AnnuloFloTM and AnnuloFlexTM.

•	Trademarks for our implantable cardiac pacemakers and associated services: REPLY 200TM, ESPRITTM, KORA 100TM, KORA 250TM, SafeRTM, the REPLY CRT-PTM, the remedé® System.

•	Trademarks for our Implantable Cardioverter Defibrillators and associated technologies: the INTENSIATM, PLATINIUMTM, and PARADYM® product families.

•	Trademarks for our cardiac resynchronization therapy devices, technologies services: SonR®, SonRtipTM, SonR CRTTM, the INTENSIATM, PARADYM RFTM, PARADYM 2TM and PLATINIUMTM product families and the Respond CRTTM clinical trial.

•	Trademarks for heart failure treatment product: Equilia®™.

•	Trademarks for our bradycardia leads: BEFLEX™ (active fixation) and XFINE™ (passive fixation).

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•	failure to effectively integrate and/or manage newly acquired businesses, and the cost, time and effort required to integrate newly acquired businesses, all of which may be greater than anticipated;

•	operating costs, customer loss or business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, distributors or suppliers) being greater than expected following the Mergers;

•	failure to retain certain key legacy employees of the Cyberonics or Sorin businesses; and

•	changes in tax laws or interpretations that could increase our consolidated tax liabilities following the Mergers, including the risk that we could be treated as a domestic corporation for United States federal tax purposes.

•	changes in our common stock price;

•	changes in our profitability;

•	regulatory activities and announcements, including the failure to obtain regulatory approvals for our new products;

•	effectiveness of our internal controls over financial reporting;

•	fluctuations in future quarterly operating results;

•	failure to comply with, or changes in, laws, regulations or administrative practices affecting government regulation of our products, including, but not limited to, U.S. Food and Drug Administration (“FDA”) laws and regulations;

•	failure to establish, expand or maintain market acceptance of our products for the treatment of our approved indications;

•	any legislative or administrative reform to the healthcare system, including the U.S. Medicare or Medicaid systems or international reimbursement systems, that significantly reduces reimbursement for our products or procedures or denies coverage for such procedures, as well as adverse decisions by administrators of such systems on coverage or reimbursement issues relating to our products;

•	failure to maintain the current regulatory approvals for our products’ approved indications;

•	failure to obtain or maintain insurance coverage and reimbursement for our products’ approved indications;

•	unfavorable results from clinical studies;

•	variations in sales and operating expenses relative to estimates;

•	our dependence on certain suppliers and manufacturers to provide certain materials, components and contract services necessary for the production of our products;

•	product liability, intellectual property disputes, shareholder related matters, environmental proceedings, income tax disputes, and other related losses and costs;

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•	protection, expiration and validity of our intellectual property;

•	changes in technology, including the development of superior or alternative technology or devices by competitors;

•	failure to comply with applicable U.S. domestic laws and regulations, including federal and state privacy and security laws and regulations;

•	failure to comply with non-U.S. law and regulations;

•	non-U.S. operational and economic risks and concerns;

•	failure to attract or retain key personnel;

•	losses or costs from pending or future lawsuits and governmental investigations;

•	changes in accounting rules that adversely affect the characterization of our consolidated financial position, results of operations or cash flows;

•	changes in customer spending patterns;

•	continued volatility in the global market and worldwide economic conditions, in particular the implementation of Brexit will likely cause increased economic volatility;

•	changes in tax laws, including changes due to Brexit, or exposure to additional income tax liabilities;

•	harsh weather or natural disasters that interrupt our business operations or the business operations of our hospital-customers; and

•	the adoption of new therapies by the market requires significant time and expense and cannot be guaranteed.

•	Other factors that could cause our actual results to differ from our projected results are described in (1) “Part II, Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, (2) our 2016 Form 10-K, (3) our reports and registration statements filed and furnished from time to time with the SEC and (4) other announcements we make from time to time.

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(1)	Ownership percentages as of March 31, 2017.

(2)	Caisson Interventional LLC is a privately held clinical-stage medical device company located in the U.S., and is focused on the design, development, and clinical evaluation of a novel percutaneous mitral valve replacement system. During the quarter ended March 31, 2017, we loaned Caisson $3.0 million, which is included in Other Assets on the condensed consolidated balance sheet.

(3)	Highlife S.A.S is a privately held clinical-stage medical device company located in France, and is focused on the development of a unique transcatheter mitral valve replacement system to treat patients with mitral regurgitation. We loaned Highlife $1.3 million during the three months ended March 31, 2017, which is included in Other Assets on the condensed consolidated balance sheet.

(4)	We have loans outstanding to Caisson and Highlife amounting to $13.2 million, in total, at March 31, 2017.

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(1)	This contingent payment arose as a result of acquisitions, see “Note 13. Supplemental Financial Information - Other Long-Term Liabilities” for further information.

(1)	The European Investment Bank (“EIB”) loan was obtained in July 2014 to support product development projects. The interest rate for the EIB loan is reset by the lender each quarter based on the Euribor. Interest payments are quarterly and principal payments are semi-annually.

(2)	The Banca del Mezzogiorno loan was obtained in January 2015 to support R&D projects as a part of the Large Strategic Project program of the Italian Ministry of Education.

(3)	We obtained the Mediocredito Italiano Bank loan in July 2016 as part of the Fondo Innovazione Teconologica program implemented by the Italian Ministry of Education.

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(1)	For the classification of input used to evaluate the fair value of our derivatives, refer to “Note 5. Fair Value Measurements.”

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•	for “debt” (debiti) of the pre-spin-off company that existed at the time of the spin-off (this joint liability is secondary in nature and, consequently, arises only when such indebtedness is not satisfied by the company owing such indebtedness);

•	for “liabilities” (elementi del passivo) whose allocation between the parties to the spin-off cannot be determined based on the spin-off plan.

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(1)	Taxes are not provided for foreign currency translation adjustments as translation adjustment are related to earnings that are intended to be reinvested in the countries where earned.

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(1)

Excluded from the computation of diluted earnings per share during the quarter ended March 31, 2017 were average outstanding dilutive instruments (primarily stock options and stock appreciation rights) to purchase approximately 607,000 ordinary shares of LivaNova because to include them would be anti-dilutive, primarily due to an exercise price exceeding the average price of our stock during the period. Excluded from the computation of diluted earnings per share for the quarter ended March 31, 2016, were average outstanding dilutive instruments to purchase 157,000 ordinary shares of LivaNova because to include them would be anti-dilutive due to the net loss during the period.

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(1)	Net sales to external customers include $8.0 million and $8.8 million in the United Kingdom for the three months ended March 31, 2017 and March 31, 2016, respectively.

(2)	Includes those countries in Europe where LivaNova has a direct sales presence.  Countries where sales are made through distributors are included in Rest of World.

(3)	No single customer represented over 10% of our consolidated net sales. Except for the U.S. and France, no country’s net sales exceeded 10% of our consolidated net sales. French sales were $32.8 million for the three months ended March 31, 2017.

(1)	Property, plant and equipment, net included with Europe includes $3.1 million and $3.0 million in the United Kingdom at March 31, 2017 and December 31, 2016, respectively.

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(1)	Primarily cash surrender value of company owned life insurance policies.

(1)	Refer to “Note 3. Product Remediation Liability.”

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(1)	Refer to “Note 3. Product Remediation Liability.”

(2)

The earnout for contingent payments represents contingent payments due related to two acquisitions: the first acquisition, in September 2015, was of Cellplex PTY Ltd. in Australia and the second acquisition was the commercial activities of a local distributor in Colombia. The contingent payments for the first acquisition are based on achievement of sales targets by the acquiree through June 30, 2018 and the contingent payments for the second acquisition are based on sales of cardiopulmonary disposable products and heart lung machines of the acquiree through December 2019. Refer to “Note 5. Fair Value Measurements.”

(3)	Unfavorable operating leases represents the adjustment to recognize future lease obligations at their estimated fair value in conjunction with the Mergers in October 2015 between Cyberonics and Sorin.

(4)	Financial derivatives represent forward interest rate swap contracts, which hedge our long-term European Investment Bank debt. Refer to “Note 7. Derivatives and Risk Management.”

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(1)	Includes those countries in Europe where LivaNova has a direct sales presence. Countries where sales are made through distributors are included in Rest of World.

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a)

the parties entered into an employment contract as dirigente (the “Employment”) effective from 17 November 2003, pursuant to the CBA for executives of the industry sector (the “CBA”). In the course of the Employment, the Executive has been appointed as Director Corporate Legal Affairs and, finally, General Counsel, Chief Compliance Officer and Company Secretary. The Executive has also been appointed as member of the BoD of Cardiosolutions Inc., in July 2012, of Caisson Inc in July 2012, of LivaNova IP Ltd, on 23 May 2016, and as proxy holder of LivaNova Italia S.r.l from 30 september 2015, of Sorin S.p.A. from January 2004 to October 2015 (the “Existing Offices”). The Executive has been also appointed as member of the BoD of Sorin Group UK Limited from 29 March 2012 until 26 August 2015, of Sorin CRM Sas from 13 December 2007 to 21 December 2016 and as member of the BoD of Sand Holdco Limited from 20 February 2015 to 14 September 2015 (the “Offices”);

b)	in performing the Employment, the Executive has been entitled to participate in the incentive plans of the Company.

c)	the parties have declared their will to find an agreement for the termination of the Employment and to settle, once and for all, and to avoid any present or future claims which may arise in connection with the termination of the Employment and the Offices as regulated below, thus avoiding any legal claim in this respect.

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1.	Preamble

1.	The preamble shall form an integral part of this agreement (the "Agreement").

2.	Mutual termination of the Employment

1.	In consideration of the obligation under clause 5 and 6 below, the parties hereby declare and agree that the employment will terminate on a mutual consent basis on 30 June, 2017 (the " Termination Date") with mutual waiver to the notice period and/or the payment of the indemnity in lieu of notice.

2.	Should the Executive intend to start a new employment before the Termination Date, the Executive will be entitled to resign from the Employment with 15 days written notice (the “Date of Early Termination”). Without prejudice to the obligations under this Agreement, all the mutual obligations related to the Employment will be terminated at the Termination Date or the Date of Early Termination.

3.

Between the Effective Date of this Agreement and the Termination Date or the Date of Early Termination, the Executive will perform the Employment towards the Company and the other companies of the Group, in relation to the specific projects which will be communicated from time to time. Lacking any communication from the Company and/or other companies belonging to the Group, the Executive will be exempt from work and presence at the office. It is hereby expressly agreed that, until the Termination Date, the Executive will not be permitted to perform any activities of subordinate nature, even if not in competition with the Company’s business for any other employer. During the Employment the Executive will be permitted to perform activities of autonomous or as an entrepreneur, towards third parties not in competition with the Company.

4.	The Executive will collect his personal belongings from LivaNova PLC London office and from the Company’s offices in Milan, not later than February 24, 2017.

5.	No event, including - but not limited to - the Executive’s sickness, will have an impact on the Termination Date.

3.	Payments up to the Termination Date

1.	The Executive will receive his ordinary salary until the Termination Date.

2.	The Executive shall receive after (and due to) the termination:

•	the TFR;

•	portion of the monthly instalments;

•	payment in lieu of any unused holidays and leaves accrued at the Termination Date.

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3.	The amounts under clause 3.2 above will be calculated at the Termination Date. The Executive reserves his right to verify and check the correct calculation of the above amounts pursuant to the law and the CBA.

4.	Together with the payment of the April monthly salary, the Company will pay to the Executive the bonus granted to the ELT executives, in compliance with the terms and conditions set forth by the relevant plans and subject to the verification of the targets achieved.

4.	Full settlement

1.

Without prejudice to the full and correct execution of the Agreement by the Company, the Executive, pursuant to the «general and novative settlement agreement» as provided for by Article 1975 and 1976 of the Italian Civil Code, waives towards the Company, and towards any other company of the group to which the Company belongs, all claims or rights of any nature or kind whatsoever relating to or caused by the Employment and its termination, including those related to the letter issued by Sorin S.p.A. on February 26, 2015 re the severance agreement, claims relating a different skill or length of service, salary differences, bonus and commissions, indemnity in lieu of holidays, fringe benefits, travel allowances, reimbursement of expenses, changing in job positions as well as any kind of incidence on direct and indirect remuneration. The Executive also waives any prospective claims for damages including extra-contractual and/or non-material in terms of articles 2043, 2059, 2087, 2103 of the Italian Civil Code. The parties expressly acknowledge that the following rights are not covered by (and thus not waived according to) the Agreement: (i) the obligations of the Company according to the Agreement; (ii) the calculation check under point 3.3. above; (iii) the application of point 6.2; (iii) section 15 of the CBA; (iv) Sorin S.p.A. indemnification letter issued on October 5, 2010, “Irrevocable Indemnification and Hold Harmless for Performance of Your Duties to Sorin S.p.A. and its affiliates with particular regard to USA affiliation”, whose provisions will remain fully valid and enforceable.

2.	The Company accepts the above mentioned waivers and, in connection with such waivers, waives - also on behalf of any company belonging to the Group - to any claim whatsoever vis-à-vis the Executive related to the Employment and the Offices, excluding the case of fraud by the Executive ascertained with a final judgement.

3.

Furthermore the Company, excluding the case of fraud by the Executive ascertained with a final judgement, undertakes (i) not to start any liability action towards the Executive in relation to the Existing Offices; (ii) not to start any judicial action towards the Executive in relation to the Offices; (iii) to hold harmless the Executive in respect of any claims (irrespective of the relevant amount) by the companies (including their shareholders and third parties) where the Executive was appointed pursuant to the Offices, including claims by public authorities (irrespective of the nationality). The Company will bear any legal expenses borne by the Executive in relation to legal proceedings referred to the above claims.

4.	The Company, as a payment for the «general novative settlement agreement», undertakes to pay the Executive the gross amount of EUR 15.000,00 (fifteen thousand/00). The Executive accepts the above waivers and the amount offered by the Company.

5.	Incentive to leave

1.	The Company, to obtain mutual agreement on the termination undertakes to pay the Executive the gross amount of EUR 1.025,000 (one million twenty five thousand /00).

2.

The amount under point 5.1 above, is not subject to social security charges, as provided for by Article 12(4.b) of the law 30 April 1969, No. 153, as modified by Article 6 of D.Lgs. 2 September 1997, No. 314, it shall be subject to I.R.Pe.F., calculated according to Articles 17 and 19 T.U.I.R., with the limitations set forth by Article 24, par. 31, D.L. 6 December 2011 n. 201, as converted in law 22 December 2011, n. 214.

6.	LTI

1.	As to the LTI plans currently granted to the Executive the parties agree that:

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2.	Except as provided by the preceding points 6.1 .; 6.1.1; 6.1.2; 6.1.3; 6.1.4; 6.1.5; 6.1.6; the Executive will retain any other rights related to participation in the plans indicated in the table attached to this Agreement (Annex A).

3.

The parties agree that, after the date of this agreement, the Executive will not be eligible to receive any new long-term incentive award, including, but not limited to, any stock option, stock appreciation right, restricted stock, restricted stock unit, cash award, or any other award contemplated by the LivaNova 2015 Incentive Award Plan on top of what is stated in points 6.1.1. to 6.1.6. of this agreement.

7.	Miscellaneous

1.	Within 30 days of the Termination Date or the Date of Early Termination, the company will pay to the Executive 60,000 EUR net as overall reimbursement for the school fees of his children for academic years 2017/2018 and 2018/2019. The Company will pay directly to the relevant schools the unpaid balance related to the school fees agreed for the on-going academic year.

2.

After the Effective Date of this Agreement, the Company will notify the withdrawal from the lease of the apartment currently used by the Executive in London. The Executive will be allowed to use the apartment until the lease terminates at the existing conditions. The Company will bear the costs of the Executive’s travels Milan/London and London/Milan only to the extent that these travels are expressly requested by this Agreement or by the Company for the performance of the Employment and duly documented by the Executive.

3.	The Company will pay to the Executive 5,000 EUR net as reimbursement for his relocation costs.

4.	The Executive will be allowed to use the company car until the Termination Date, at the existing conditions.

8.	Payments terms

1.	The amounts under point 4.4 and 5.1 above shall be paid, by bank transfer to the account specified by the Executive, within maximum 30 days from the Termination Date or the Date of Early Termination, subject to the previous execution of the Verbale di conciliazione under point 11 below.

2.	The amount under point 7.3 above will be paid, by bank transfer to the account specified by the Executive, within 30 days from the execution of the Verbale di conciliazione under point 11 below.

9.	Confidentiality

1.

Following the Termination Date or the Date of Early Termination and compatibly with the obligations arising from the performance of the Consultancy Contact, the Executive (except for the obligations set forth by the law) shall not use, disclose or communicate to any person any confidential information which he shall have come to know or have received or obtained at any time by reason of or in connection with his service with the Company or any other company of the group the Company belongs to, or copy, reproduce or store in any form or by any media or device or allow others access to or to copy or reproduce recorded information whether or not in documentary form containing or referring to confidential information.

2.	«Confidential Information» in point 9.1 and 9.3 includes any information that may have been given in confidence or be of a confidential nature related to the business or prospective business or internal affairs of the Company or other companies of the group which the Company belongs to, not of public domain.

3.	The Executive undertakes not to disclose confidential information regarding the organization of the Company, nor misuse such information so as to cause damage.

4.	The parties also agree not to disclose to any third parties, except to the extent required by applicable Law, the terms of this Agreement.

10.	Legal fees

1.	The Company undertakes to pay Mr. Renato Scorcelli, as a contribution towards legal fees borne by the Executive, the amount of Euro 20.000,00 plus VAT, deducted of withholding tax (R.A.), within maximum 30 days from the signing of the Verbale di conciliazione under clause 11 below.

11.	Agreement in accordance with Section 2113 the Italian Civil Code

1.	The Parties undertake to execute (as soon as possible and in any case within 60 days from the Effective Date of this Agreement) a Verbale di conciliazione - in line with applicable Law, and having the same content of the Agreement - before the competent provincial labor office or any other competent venue. The Company

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12.	Final provisions

(1)	LIVANOVA PLC, a company registered in England with registered number 09451374 and having its registered office at 20 Eastbourne Terrace, London, England W2 6LG (the “Company”); and

(2)	BRIAN SHERIDAN, born in Hastings (UK), on 27th September 1970, residing at via Panfilo Castaldi 33, Milan, Italy, C.F: SHRBND70P27Z114V (the “Consultant”).

1.	DEFINITIONS AND INTERPRETATION

1.	Definitions

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2.	Interpretation and construction

(a)	words importing the singular shall include the plural and vice versa;

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(b)	words importing any gender shall include all other genders;

(c)	any reference to a Clause, the Schedule or Part of the Schedule is to the relevant Clause, Schedule or part of the Schedule of or to this Agreement unless otherwise specified;

(d)	references to this Agreement or to any other document shall be construed as references to this Agreement or to that other document as modified, amended, varied, supplemented, assigned, novated or replaced from time to time;

(e)

references to any statute or statutory provision (including any subordinate legislation) includes any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision;

(f)	references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing;

(g)	general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

(h)	the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

3.	Headings

2.	TERM

3.	SERVICES

1.	Provision of Services

(a)

With effect from the Commencement Date, the Consultant shall, on request by any representative of the Company, designated as such by the Company’s Chief Executive Officer, provide with regard to litigation brought by or against a Group Company the Services, including holding himself available to act as a witness if called so to serve, together with such other services as the Company and the Consultant may from time to time mutually agree including, providing services to any Group Company. Save with regard to the Services with regard to litigation any specific Services to be provided shall be determined by mutual consent and may include support on projects that may be assigned by the Company.

(b)

The Consultant may engage another person to perform any administrative, clerical or secretarial functions that are reasonably incidental to the provision of the Services provided that the Consultant accepts all liability for the terms of engagement and shall indemnify the Company from and against any claims or liability arising from that engagement. The Company will not provide the Consultant with any administrative, clerical or secretarial functions, unless agreed expressly with the CEO from time to time.

(c)	The Consultant will perform the Services in compliance with all applicable laws, rules and regulations and, in addition, the Consultant will comply with all internal policies and regulations of the Group as are identified to the Consultant from time to time in writing, including, but not limited to, the Company’s Code of Conduct and its supporting policies and procedures.

4.	FEES

1.	Fee rate

2.	In consideration of the Consultant providing the Services referred to in Clause 3.1 in accordance with this Agreement, the Company agrees to pay the Consultant the following fees:

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(a)

During the Initial Period, the Company agrees to compensate the Consultant at an hourly rate of 250 euros for the first 40 hours of Services each month, and an hourly rate of 275 euros for each hour in excess of 40 hours of Services each month, with a maximum of eight billable hours on any one day. Also during the Initial Period, the Company will pay Consultant a monthly, non-refundable retainer in the amount of 10,000 euros (the “Retainer”) to remunerate Consultant for his first 40 hours of Services each month.

(b)	After the Initial Period, the Company agrees to compensate the Consultant at an hourly rate of 275 euros for each hour of Services each month, with a maximum of eight billable hours on any one day.

3.	Expenses

4.	Invoices

5.	Obligation to pay tax

6.	Tax indemnity

7.	Deductions

5.	NO EMPLOYMENT OR AGENCY

1.	No employment, agency or partnership

2.	Payment of Other Persons

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6.	indemnity AND INSURANCE

1.	Consultant’s undertaking

2.	Indemnification of the Company

3.	Consultant to insure

7.	OTHER INTERESTS

1.	Restrictions on other activities and interests

(a)	during the Initial Period, with regard to projects that the Consultant has been offered and accepted to undertake, the Consultant shall not within the Restricted Area be employed or engaged or at all interested (except as a Minority Holder) in that part of a business which is involved in the Protected Business if it is or seeks to be in competition with the Company or any Group Company; and

(b)	such employment or engagement does not (in the reasonable opinion of the Company) impinge on the Consultant’s ability to provide the Services.

2.	Severance

3.	Conflicts

8.	CONFIDENTIAL INFORMATION

1.	Restrictions on disclosure/use of Confidential Information

(a)	divulge or communicate to any person;

(b)	use for his own purposes or for any purposes other than those of the Company or any Group Company; or

(c)	through any failure to exercise due care and diligence, cause any unauthorised disclosure of

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2.	Protection of Company documents and materials

(a)	shall be and remain the property of the Company or the relevant Group Company or client; and

(b)	shall be handed over by the Consultant to the Company or relevant Group Company or client on demand and in any event on the termination of the Appointment.

3.

The Consultant undertakes that, he will not at any time during the Appointment or at any time (without limit) after the Termination Date make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents. The Company undertakes not to make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Consultant.

9.	TERMINATION

1.	Termination events

(a)	if the Consultant commits any material or persistent breach of this Agreement, or fails to perform the Services to the standard required by the Company; or

(b)	if the Consultant becomes insolvent or bankrupt or compounds with or grants a trust deed for the benefit of his creditors; or

(c)	if the Consultant’s behaviour (whether or not in breach of this Agreement) can reasonably be regarded as materially prejudicial to the interests of the Company or any Group Company, including if he is found guilty of any criminal offence punishable by imprisonment (whether or not such sentence is actually imposed).

10.	DATA PROTECTION

11.	AMENDMENTS, WAIVERS AND REMEDIES

1.	Amendments

2.	Waivers and remedies cumulative

(a)	The rights of each party under this Agreement:

(i)	may be exercised as often as necessary;

(ii)	are cumulative and not exclusive of its rights under the general law; and

(iii)	may be waived only in writing and specifically.

(b)	Delay in exercising or non-exercise of any right is not a waiver of that right.

(c)	Any right of rescission conferred upon the Company by this Agreement shall be in addition to and without prejudice to all other rights and remedies available to it.

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12.	ENTIRE AGREEMENT

(a)

This Agreement, the documents referred to in it and the settlement agreement executed between the Company and the Consultant on even date hereof, constitute the entire agreement and understanding of the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to the subject matter of this Agreement.

(b)	Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

(c)	Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

(d)	Nothing in this clause shall limit or exclude any liability for fraud.

13.	NO OUTSTANDING CLAIMS

14.	SEVERANCE

(a)	the legality, validity or enforceability in that jurisdiction of any other provisions of this Agreement; or

(b)	the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.

15.	NOTICE

1.	Notices and deemed receipt

(a)	if delivered personally, at the time of delivery;

(b)	in the case of pre-paid recorded delivery or registered post, 48 hours from the date of posting; and

(c)	in the case of registered airmail, five days from the date of posting; and

(d)	in the case of email, at the time of transmission;

16.	Third party rights

17.	Assignment

18.	GOVERNING LAW AND JURISDICTION

1.	Governing law

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2.	Jurisdiction

Witness Signature:	__________________________________

Full Name:	__________________________________

Address:	__________________________________

by LivaNova PLC acting by	__________________________________

Witness Signature:	__________________________________

Full Name:	_________________________________

Address:	__________________________________

(1)	LIVANOVA PLC, a company registered in England with registered number 09451374 and having its registered office at 20 Eastbourne Terrace, London W2 6LG, England (the “Company”); and

(2)	VIVID SEHGAL, residing at 35 Kent Avenue, Ealing, London W13 8BE, England (the “Executive”).

(A)	The Executive’s employment with the Company will terminate on 31 May 2017;

(B)	The Executive believes he has the Claims (as that term is defined below) arising out of the termination of his employment or otherwise;

(C)	The parties have entered into this Agreement for the purposes of recording and implementing the terms that they have agreed as full and final settlement of the Claims and any and all other claims that the Executive has and/or may have against the Company and any Group Company (as defined below) whether or not they are or could be in the contemplation of the parties at the date of this Agreement;

(D)	The parties agree that the conditions regulating settlement agreements under the Acts (as defined below) are satisfied by this Agreement; and

(E)	The Company is entering into this Agreement for itself and for all Group Companies, and is duly authorised to do so in that respect.

1.	Definitions and interpretation

1.	Definitions

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2.	Interpretation and Construction

(a)	words importing the singular shall include the plural and vice versa;

(b)	words importing any gender shall include all other genders;

(c)

references to any statute or statutory provision (including any subordinate legislation) include any statute or statutory provision which amends, extends, consolidates or replaces the same, or which has been amended, extended, consolidated or replaced by the same, and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute or statutory provision;

(d)	references to a “person” includes any individual, firm, company, corporation, body corporate, government, state or agency of state, trust or foundation, or any association, partnership or unincorporated body (whether or not having separate legal personality) or two or more of the foregoing;

(e)	general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and “including”, “include” and “in particular” shall be construed without limitation; and

(f)	the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

3.	Headings

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2.	Termination of Employment and offices

1.

The employment of the Executive with the Company will terminate on the Termination Date. Up to and including the Termination Date, the Executive will continue to be bound by his current service agreement and his duties will include working to deliver a smooth transition to any successor as Chief Financial Officer of the Company appointed prior to the Termination Date. The Company acknowledges that the Executive has already made holiday arrangements for the last two weeks of May and confirms that he will not be required to change those.

2.	The Executive will immediately deliver to the Company the letter of resignation in terms of the draft letter set out at Schedule 1 confirming his resignation from his employment and from all directorships and other offices which the Executive holds in the Company and the Group.

3.	The Executive will do all such acts and things as the Company may require to effect his resignation from all offices to which the Executive was appointed in connection with or by reason of his employment by or appointment with the Company or any Group Company, including all trusteeships.

3.	PaymentS

1.	Subject to compliance by the Executive with the terms of this Agreement, the Company will (without admission of liability) pay to the Executive the following sums (the “Severance Payments”):

(a)	£239,067 as a payment in lieu of notice comprising four months of base salary, supplemental pension contribution and auto allowance and five months of 2017 target bonus; and (the “PILON”);

(b)	provision of seven months of supplemental health insurance coverage (1 June 2017 through 31 December 2017) at a cost of approximately £42,000; and

(c)	£100 in respect of the undertakings given in Clause 10.

2.	The Company shall pay the PILON in a single payment no later than 30 June 2017. No Severance Payments will be paid prior to the Company’s receipt of this Agreement duly executed by the Executive and his solicitor.

3.	The Severance Payments set out above are gross amounts and will be made after deduction of all payments or deductions required by law or owed by the Executive to the Company or any Group Company, including tax due on any benefits or payments made or to be made to the Executive in respect of his employment with the Company.

4.	Following the production of an appropriate copy VAT invoice identifying the Company as third party payor, the Company shall pay to the Adviser (as defined in clause 13(b)) up to a maximum of £10,000 in respect of the Executive's legal expenses incurred only in connection with the termination of his employment.

4.	Taxation

1.	The Company understands that the Severance Payments under Clauses 3.1(a) and 3.1(d) (together the “Taxable Amount”) will be subject to deduction by the Company of tax at the appropriate rate and employee’s National Insurance contributions before payment is made to the Executive. The Company will account to HMRC for the tax and National Insurance contributions deducted.

2.

The Executive will be responsible and liable for the payment of any tax and employee’s National Insurance contributions and any social security contributions and other employment related taxes wherever in the world arising (including any interest, penalties, costs and expenses) due in respect of the Severance Payments and the benefits and incentives (if any) set out in this Agreement (excluding the tax and National Insurance contributions deducted by the Company from the Taxable Amount) (the “Additional Tax”). The Executive will indemnify the Company and each Group Company and keep them indemnified on a continuing basis against all and any liability for Additional Tax that the Company or any Group Company may incur. No payment of Additional Tax will be made to HMRC or other relevant tax authority without first particulars of the proposed payment being given to the Executive so that he is given the opportunity, at his own expense, to dispute any such payment or liability with HMRC or other relevant authority.

5.	Payment of Accrued Sums and Expenses

1.

The Company will pay the Executive his basic salary and continue to provide any contractual benefits in respect of the period up to the Termination Date and pay in lieu of unused days of holiday which have accrued up to the Termination Date. For the purposes of calculating unused holiday, the Company acknowledges that the Executive has carried over 6 days from his 2016 annual holiday entitlement. The sums will be paid via payroll in the normal way and will be paid after deduction of tax and National Insurance contributions.

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2.	The Executive will submit his final expenses claim made up to the Termination Date within 10 days after the Termination Date. The Company will reimburse the Executive for all expenses reasonably incurred in the proper performance of his duties in accordance with Company guidelines.

3.

Notwithstanding the termination of his employment, the Executive will continue to be eligible to receive a payment under the Company’s annual discretionary bonus plan (the “Bonus Plan”) in respect of the 2016 bonus year. The amount of any bonus will be calculated by reference to the same percentage of the target amount used to calculate the bonus awarded to other executives under the Bonus Plan. Any payment of bonus under the Bonus Plan will be paid in 2017 at the same time that bonus payments are made to other executives under the Bonus Plan.

6.	share incentives

1.	The Compensation Committee has determined, in accordance with its power under the LivaNova Plc 2015 Incentive Award Plan, that the 5,208 RSUs of the Executive’s RSUs granted pursuant to his award agreement dated 11 March 2016 that would have vested on 11 March 2018 shall vest on the Termination Date.

2.	All other RSU and SAR awards (or other awards that are linked to shares in the Company or any Group Company) granted to the Executive and not vested as of the Termination Date will lapse on that date.

7.	Warranties

1.	The Executive warrants that:

(a)	he has not raised any legal proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents; and

(b)

other than the Claims, as of the date of this Agreement, he has no further or outstanding claims or rights of action, being any further or outstanding claims or rights of action, whether under statute or common law (including contractual, tortious or other claims) and whether before an Employment Tribunal, court or otherwise and whether in the UK or any other jurisdiction in the world against the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents including in respect of or arising out of his employment, or the holding of any office with or investment in the Company or any Group Company or the termination of that employment or office (such claims or rights of action referred to as “Further Claims”).

2.	The Executive warrants as a strict condition to payment under this Agreement that there are no circumstances of which he is aware or of which he ought to be aware which could constitute a repudiatory breach by him of his contract of employment which would entitle or have entitled the Company to terminate his employment without notice.

3.	The Company warrants that as at the date of this Agreement it is not aware of any claims or circumstances giving rise to any claims against the Executive personally relating to the period in which he was an employee of the Company.

8.	Settlement

1.

Subject to clause 8.3, the Executive accepts the terms of this Agreement in full and final settlement of the Claims and all and any Further Claims, whether such claims are known or unknown to the parties and whether or not they are or could be in the contemplation of the parties at the date of this Agreement, which are waived and released in full. The Company accepts the terms of this Agreement in full and final settlement of any claims it or any Group Company has or may have, known or unknown, arising out of the Executive’s services to the Company or any Group Company.

2.	The Executive undertakes not to institute or pursue any proceedings against the Company or any Group Company or against any of its or their respective shareholders, officers, employees or agents before an Employment Tribunal, court or any other judicial body anywhere in the world in respect of the Claims or for any remedy arising from any Further Claims.

3.

The Executive does not waive his right to bring a claim for accrued rights under any pension scheme or damages for latent personal injuries and/or any latent industrial disease arising out of the course of his employment with the Company and/or the Group that are currently unknown to him. The Executive warrants that he is not aware of having any such personal injuries. These exceptions are the only claims which have not been settled by this Agreement.

4.	Subject to the terms of Clause 8.3, if any other claim emerges in law or in fact anywhere in the world based on anything done or omitted to be done during the period of the Executive’s employment by the Company which was not previously known or foreseeable by the Executive, then the Executive agrees that there should

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9.	Acknowledgement

10.	Confidentiality

1.	The Executive agrees he continues to owe a duty of confidentiality to the Company and to the Group after the Termination Date.

2.

The Executive undertakes not to do any act or thing that might reasonably be expected would damage the business, interests or reputation of the Company or any Group Company and will not make or publish or cause to be made or published to anyone in any circumstances any disparaging remarks concerning the Company or any Group Company or any of its or their respective shareholders, officers, employees or agents.

3.	Neither the Company nor any Group Company will authorise anyone to make or publish or cause to be made or published to anyone any statement or do any act or thing which it or they might reasonably expect would damage the interests or reputation of the Executive.

4.	The Executive acknowledges and agrees that whilst the consideration paid pursuant to Clause 3.1(d) represents valuable consideration it does not amount to an estimate of or cap on the loss or damage which the Company or any Group Company would suffer were the Executive to breach any of the obligations set out in this Clause.

11.	INDEMNIFICATION

1.	In September 2015, the Company and the Executive entered into a deed of indemnity ("the Deed") relating to acts and omissions of the Executive while employed by the Company. The Deed shall continue in full force and effect according to its terms notwithstanding the termination of the Executive's employment and directorship.

2.	The Company will, for a period of not less than six calendar years following the Termination Date, maintain directors’ and officers’ insurance for the benefit of the Executive in respect of those liabilities which he incurred as a director or officer of the Company or any Group Company and for which such insurance is normally available.

12.	Delivery Up

1.

The Executive will return to the Company’s premises on or before the Termination Date all books, documents, papers, data (including copies or extracts and whether in printed or electronic format), materials, credit cards, keys, security cards or other property of or relating to the business of the Company or the Group or its or their respective clients or suppliers. The Executive shall be entitled to retain for his personal use his company-assigned iPhone, iPad, and Surface Pro laptop computer, in each case without a company-paid wireless service plan.

2.	The Executive confirms that he will not, after the Termination Date, retain any confidential information relating to the Company or the Group, whether stored in electronic format or otherwise, except as may be retained with the express consent of the Company.

13.	Statutory settlement

(a)	the Executive confirms that he has received independent legal advice on the terms and effect of this Agreement, and in particular its effect on his ability to pursue his rights before an Employment Tribunal or court;

(b)	the said legal advice has been given to the Executive by Jane Fielding whose address is Gowling WLG(UK) LLP, Two Snow Hill, Birmingham B4 6WR (the Adviser); and

(c)	the Adviser has confirmed to the Executive that she is a qualified solicitor holding a current practising certificate and in respect of whom there is in force a policy of professional indemnity insurance covering the risk of a claim against her and the said firm in respect of loss arising in consequence of the said

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14.	SERVICE AGREEMENT

1.	The Executive confirms that all clauses in his terms and conditions of employment with the Company that are described as applying after the termination of his employment including the restrictions set out in Clauses 15, 16 and 19, will continue to apply to him.

15.	counterparts

16.	Governing Law and Jurisdiction

1.	This Agreement is governed and to be construed in accordance with English law and any dispute is subject to the exclusive jurisdiction of the English courts.

2.	Any Group Company may enjoy the benefit of and enforce the terms of this Agreement in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.

Schedule 1	- RESIGNATION

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Schedule 2	- CERTIFICATE OF INDEPENDENT LEGAL ADVISER

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EXECUTED as a Deed	_________________________________

by LIVANOVA PLC	Damien McDonald

Signature:	_________________________________

Full Name:	_________________________________

Address:	_________________________________

	_________________________________

Signature:	_________________________________

Full Name:	_________________________________

Address:	_________________________________

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