THIS AGREEMENT is dated [date]
- [Company name] Limited incorporated and registered in England and Wales with company number [Company registration number] whose registered office is at [Registered Company address] (Company).
- [Employee name] of [Employee address] (Employee).
The Employee is employed by the Company from [start date], most recently as [job title] under a contract dated [contract date].
- The Employee's employment with the Company shall terminate on 30 June 2017.
- The parties have entered into this agreement to record and implement the terms on which they have agreed to settle any claims that the Employee has or may have in connection with [his | her] employment or its termination or otherwise against the Company (as defined below) or its officers or employees whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this agreement, and including, in particular, the statutory complaints that the Employee raises in this agreement.
- The parties intend this agreement to be an effective waiver of any such claims and to satisfy the conditions relating to settlement agreements in the relevant legislation
The following definitions and rules of interpretation apply in this agreement.
Adviser: [ ] of [ ] .
Board: the board of directors of the Company (including any committee of the board duly appointed by it).
Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, products, affairs and finances of the Company for the time being confidential to the Company and trade secrets including, without limitation, technical data and know-how relating to the business of the Company or any of its suppliers, clients, customers, agents, distributors, shareholders or management, including (but not limited to) information that the Employee created, developed, received or obtained in connection with [his | her] employment, whether or not such information (if in anything other than oral form) is marked confidential.
Copies: copies or records of any Confidential Information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) including, without limitation, extracts, analysis, studies, plans, compilations or any other way of representing or recording and recalling information which contains, reflects or is derived or generated from Confidential Information.
Group Company: the Company, its subsidiaries or holding companies from time to time and any subsidiary of any holding company from time to time.
1.2 The headings in this agreement are inserted for convenience only and shall not affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.4 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6 The Schedules shall form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
2. Arrangements on termination
2.1 The Employee's employment with the Company shall terminate on [termination date] (Termination Date).
2.2 The Company shall pay the Employee their salary up to the Termination Date in the usual way. The Company shall deduct from the final salary payment any outstanding sums due from the Employee to the Company.
2.3 The Company shall continue to provide benefits to the Employee in the usual way up to the Termination Date.
2.4 The Company shall make a payment to the Employee in respect of [no. of hours/days] [hours | days] outstanding holiday, up to and including the Termination Date.
2.5 The payments and benefits in this clause shall be subject to the income tax and National Insurance contributions that the Company is obliged by law to pay or deduct.
2.6 The Employee shall submit on or before the Termination Date [his | her] expenses claims in the usual way and the Company shall reimburse the Employee for any expenses properly incurred before the Termination Date in the usual way.
3. Termination payment
3.1 Subject to and conditional on the Employee complying with the terms of this agreement, the Company shall within 28 days of the Termination Date or receipt by the Company of a copy of this agreement signed by the Employee and a letter from the Adviser in the form as set out in Schedule 3, whichever is later, pay to the Employee by way of compensation for the termination of [his | her] employment £[amount] (Termination Payment).
3.2 The Company and the Employee believe that the Termination Payment will be tax free. The Employee shall be responsible for any further tax and employee's National Insurance contributions due in respect of the Termination Payment and shall indemnify the Company in respect of such liability in accordance with clause 7.1.
The Company shall notify the trustees or administrators of the [pension scheme organisation] (Pension Scheme) that the Employee's employment will terminate and request written confirmation of the Employee's accrued entitlement under the Pension Scheme and request that the options available for dealing with [his | her] entitlement are sent to the Employee.]
5. Legal fees
The Company shall pay the reasonable legal fees (up to a maximum of £[amount] plus VAT) incurred by the Employee in obtaining advice on the termination of [his | her] employment and the terms of this agreement, such fees to be payable to the Adviser on production of an invoice addressed to the Employee but marked as payable by the Company.
6. Waiver of claims
6.1 The Employee agrees that the terms of this agreement are offered by the Company without any admission of liability on the part of the Company and are in full and final settlement of all and any claims or rights of action that the Employee has or may have against the Company or its officers or employees whether arising out of [his | her] employment with the Company or its termination or from events occurring after this agreement has been entered into, whether under common law, contract, statute or otherwise, whether such claims are, or could be, known to the parties or in their contemplation at the date of this agreement in any jurisdiction and including, but not limited to, the claims specified in Schedule 1 (each of which is waived by this clause).
6.2 The waiver in clause 6.1 shall not apply to the following:
- any claims by the Employee to enforce this agreement;
- claims in respect of personal injury of which the Employee is not aware and could not reasonably be expected to be aware at the date of this agreement (other than claims under discrimination legislation); and OR
- [any claims in relation to accrued entitlements under the [pension scheme name] pension scheme.]
6.3 The Employee warrants that:
- before entering into this agreement [he | she] received independent advice from the Adviser as to the terms and effect of this agreement and, in particular, on its effect on [his | her] ability to pursue any complaint before an employment tribunal or other court;
- the Adviser has confirmed to the Employee that they are a solicitor holding a current practising certificate and that there is in force a policy of insurance covering the risk of a claim by the Employee in respect of any loss arising in consequence of their advice;
- the Adviser shall sign and deliver to the Company a letter in the form attached as Schedule 3 to this agreement;
- before receiving the advice the Employee disclosed to the Adviser all facts and circumstances that may give rise to a claim by the Employee against the Company or its officers or employees;
- the only claims that the Employee has or may have against the Company or its officers or employees (whether at the time of entering into this agreement or in the future) relating to [his | her] employment with the Company or its termination are specified in clause 6.1; and
- the Employee is not aware of any facts or circumstances that may give rise to any claim against the Company or its officers or employees other than those claims specified in clause 6.1.
The Employee acknowledges that the Company acted in reliance on these warranties when entering into this agreement.
6.4 The Employee acknowledges that the conditions relating to settlement agreements under section 147(3) of the Equality Act 2010, section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims under that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations Act 1976, paragraph 2 of Schedule 3A to the Disability Discrimination Act 1995, paragraph 2(2) of Schedule 4 to the Employment Equality (Sexual Orientation) Regulations 2003, paragraph 2(2) of Schedule 4 to the Employment Equality (Religion or Belief) Regulations 2003, paragraph 2(2) of Schedule 5 to the Employment Equality (Age) Regulations 2006, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the Information and Consultation of Employees Regulations 2004, paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, regulation 62 of the Companies (Cross Border Mergers) Regulations 2007 and section 58 of the Pensions Act 2008 have been satisfied.
6.5 The waiver in clause 6.1 shall have effect irrespective of whether or not, at the date of this agreement, the Employee is or could be aware of such claims or have such claims in [his | her] express contemplation (including such claims of which the Employee becomes aware after the date of this agreement in whole or in part as a result of new legislation or the development of common law or equity).
6.6 The Employee agrees that, except for the payments and benefits provided for in this agreement, and subject to the waiver in clause 6.1, [he | she] shall not be eligible for any further payment from the Company relating to [his | her] employment or its termination and without limitation to the generality of the foregoing, [he | she] expressly waives any right or claim that [he | she] has or may have to payment of bonuses, any benefit or award programme, under any share plan operated by the Company or any stand-alone share incentive arrangement, or to any other benefit, payment or award [he | she] may have received had [his | her] employment not terminated.
7. Employee indemnities
7.1 The Employee shall indemnify the Company on a continuing basis in respect of any income tax or National Insurance contributions (save for employers' National Insurance contributions) due in respect of the payments and benefits in clause 3.1 (and any related interest, penalties, costs and expenses). The Company shall give the Employee reasonable notice of any demand for tax which may lead to liabilities on the Employee under this indemnity and shall provide [him | her] with reasonable access to any
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