Director's Service Letter

Attaches to: Template A (Employment Contract) for any statutory director of the Company who is also an employee. Status: Draft for Zoe's review.

This letter sits alongside your employment contract and sets out the additional obligations that arise from your appointment as a director of Wild Hearth Bakery Limited under the Companies Act 2006.

DIRECTOR'S SERVICE LETTER

From: Wild Hearth Bakery Limited (SC543706); registered office 42 Comrie Street, Crieff, Perth and Kinross, PH7 4AX; principal place of business 15A Cultybraggan Camp, Comrie, Crieff PH6 2AB

To: {{first_name}} {{last_name}}, of {{address}}

Date of director appointment: {{director_appointment_date}}

1. Office held

1.1 You hold the office of Director of Wild Hearth Bakery Limited. 1.2 This is in addition to your employment under Template A (Employment Contract dated {{start_date}}). 1.3 Your office as a director and your employment are separate legal relationships. Resignation from one does not automatically end the other, though in practice the Company normally requires both to end together.

2. Statutory duties

You owe the Company the following duties as set out in sections 171–177 of the Companies Act 2006:

2.1 Duty to act within powers — to act in accordance with the Company's constitution and only exercise powers for the purposes for which they were conferred. 2.2 Duty to promote the success of the Company — to act in good faith in the way most likely to promote the success of the Company for the benefit of its members as a whole. 2.3 Duty to exercise independent judgement. 2.4 Duty to exercise reasonable care, skill and diligence — the standard expected of a director with your general knowledge, skill and experience and that reasonably expected of someone in your role. 2.5 Duty to avoid conflicts of interest. 2.6 Duty not to accept benefits from third parties that could give rise to a conflict. 2.7 Duty to declare interest in proposed transactions with the Company.

3. Disclosure

3.1 You must disclose in writing to the Board any:

• Personal or financial interest in any transaction or arrangement involving the Company
• Directorships or material interests in other businesses
• Any actual or potential conflict between your personal interests and those of the Company
• Any approach by a competitor or supplier offering you employment or material benefit

3.2 You must keep your entry on the register of directors and Companies House filings up to date (current address, change of name, etc.).

4. Confidentiality (uplifted from main contract)

4.1 You owe a fiduciary duty of confidentiality that survives the termination of both your office and your employment indefinitely. 4.2 This duty extends to all Company information not in the public domain, including board discussions, financial information, strategic plans, recipes, supplier and customer information.

5. Restrictive covenants

The following restrictions apply for 12 months from the date your office as Director ends (or the date your employment ends, if later):

5.1 Non-compete. You will not, directly or indirectly, anywhere in the UK, be engaged or interested in any business that competes with the Company. 5.2 Non-solicit (customers). You will not solicit or accept business from any customer of the Company with whom the Company had a material relationship in the 12 months before termination. 5.3 Non-deal. You will not enter into business dealings with any such customer for a competing service. 5.4 Non-solicit (staff). You will not solicit, recruit, or entice away any employee, worker, or contractor of the Company. 5.5 Non-interference with suppliers. You will not interfere with the Company's supplier relationships.

5.6 You acknowledge these restrictions are reasonable to protect the Company's legitimate business interests given your access to confidential information and your influence as a director.

6. Notice

6.1 Either party may end your office as Director on 6 months' written notice. 6.2 You may resign as a director immediately if your fiduciary duties require it (for example, where continuing in office would put you in breach of statutory duty), notifying the Board in writing. 6.3 The Company may remove you as a director by ordinary resolution under section 168 of the Companies Act 2006, in which case the statutory procedure applies.

7. Garden leave and payment in lieu

7.1 The Company may place you on garden leave during all or part of any notice period. 7.2 The Company may, at its discretion, pay you in lieu of notice.

8. Resignation procedure

8.1 If you resign as a director, you must:

• Give written notice to the Board
• Sign form TM01 (Termination of Appointment of Director) for filing at Companies House
• Hand over all Company property, records, devices, and confidential information
• Cooperate with the Company on transition for a reasonable period after resignation

9. D&O insurance

9.1 The Company maintains directors' and officers' liability insurance for the benefit of its directors. 9.2 You will be provided with a summary of cover on request.

10. Governing law

10.1 This letter is governed by the law of Scotland.

Signed for and on behalf of Wild Hearth Bakery Limited

Name: ____________________________ Position: ____________________________ Date: ____________________________

Accepted by the Director:

Name: {{first_name}} {{last_name}} Signature: ____________________________ Date: ____________________________