Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.


On March 13, 2020, Jamey S. Seely, the Executive Vice President, General Counsel and Corporate Secretary of Gates Industrial Corporation plc (the "Company") advised the Company that she would be leaving to pursue other opportunities, effective April 1, 2020.

Ms. Seely's departure constitutes a termination without "cause" for purposes of the Company's Executive Severance Plan, in which she participates, and Ms. Seely's outstanding equity awards.

In connection with Ms. Seely's departure, she and the Company entered into a Separation Agreement, effective as of March 13, 2020 (the "Separation Agreement"). Pursuant to the Separation Agreement, subject to Ms. Seely's execution and non-revocation of a release and waiver of claims in favor of the Company, Ms. Seely will be entitled to the payments and benefits to which she would be entitled in connection with a termination without "cause" under the Company's Executive Severance Plan and Ms. Seely's outstanding equity award agreements, as described under the headings "Executive Compensation-Potential Payments upon a Termination or Change in Control-Summary of Potential Payments-Executive Severance Plan" and "Executive Compensation-Potential Payments upon a Termination or Change in Control-Summary of Potential Payments-Long-Term Incentive Awards" in the Company's definitive proxy statement relating to the Company's 2019 annual general meeting, except that the sum of two times Ms. Seely's base salary will be paid in a lump sum rather than in substantially equal installments over a period of 24 months as provided in the Company' s Executive Severance Plan.

A copy of the Separation Agreement is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits




Exhibit
Number       Description

10.1           Separation Agreement, effective as of March 13, 2020, between the
             Company and Jamey S. Seely

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