WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

DATED: [2013]

(1)

[COMPANY]

(2)

[EMPLOYEE]

____________________________________ [TEMPLATE] COMPROMISE AGREEMENT ____________________________________

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

THIS AGREEMENT is dated BETWEEN: [Company] Limited, a company incorporated under the laws of England (Company Number 04973189) whose registered office address is situated at 283 Westbourne Grove, London, W11 2QA (the Company),
(1)

and
(2)

[EMPLOYEE] of _______________________ (the Employee).

WHEREAS:
A. The Employee's employment by the Company terminated by mutual consent on

[DATE] (the Termination Date).

B. The parties wish to enter into a compromise agreement under the provisions of

Section 203 of the Employment Rights Act 1996 in respect of the claims which the Employee might have against the Company under statute arising out of her employment or its termination, whether or not such claims are known or unknown to the parties and whether or not they could be in the contemplation of the parties at the time of signing this Agreement. C. Before signing this Agreement the Employee has received independent legal advice as to the terms and effect of this Agreement and the conditions regulating compromise agreements have been satisfied.
D. The parties wish to conclude an agreement as set out in this Agreement in respect

of any rights or claims which the Employee might have at common law arising out of her employment or its termination and in respect of which the Employee has also received independent legal advice from the Adviser. E. The Company is entering into this Agreement for itself and as agent for any Group Company and is duly authorised in that regard. NOW IT IS AGREED as follows: 1. Definitions In this Agreement: Adviser Employment Group means [ ] London, United Kingdom.

means the Employees employment by the Company; means the Company and any holding or subsidiary company of the Company as defined in Section 1159 of the Companies Act 2006 as amended and any associated company of the Company as defined in Section 416 of the Income and Corporation Taxes Act 1988 as amended;

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

Group Company Severance Payment Statutory Claims means any member of the Group; means the payment made under clause 3.1 below; means any claims arising under:

the Working Time Regulations 1998; the Public Interest Disclosure Act 1998; the Data Protection Act 1998; the Trans-national Information and Consultation of Employees Regulations 1999; the Employment Equality (Religion or Belief) Regulations 2003; the Employment Equality (Sexual Orientation) Regulations 2003; the Employment Act 2002; the Employment Act 2002 (Dispute Resolution) Regulations 2004; and the Equality Act 2010

including any claims from which an employee may contract out by means of a statutory compromise agreement; Termination Date 2. 2.1 2.2 means [DATE].

Termination of Employment The Employment will terminate on the Termination Date. The Company will pay to the Employee her contractual benefits up to and including the Termination Date less deductions for tax and national insurance and pension contributions. Such benefits shall be paid or remitted as required to her no later than 7 days following execution of this Agreement. Compensation Within 7 days of receipt of this Agreement signed by the Employee and certificated by the Adviser, the Company shall, as compensation for the loss of her Employment, (on its own behalf and on behalf of any Group Company) but without admission of liability, pay to the Employee make ex-gratia payment to the Employee of 30,000.00 (thirty thousand pounds) gross. It is the parties understanding that this is a payment paid under section 403 of the Income Tax (Earnings and Pensions) Act 2003 and that this sum may be paid without a requirement for the Company to deduct income tax. If the Inland Revenue determines that any tax and/or employee National Insurance contributions shall be payable, the Employee shall indemnify the
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3. 3.1

3.2

3.3

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

Company in respect of any such payments in accordance with clause 4 to this Agreement. 4. 4.1 Tax Indemnity The Employee undertakes that, if the Company or any Group Company is called upon to account to the Inland Revenue for any further income tax, employees National Insurance contributions, interest, penalties or costs (the Excess Tax) arising in respect of the Severance Payment provided under this Agreement other than the amount of tax deducted in accordance with clause 3.2 above, the Employee shall indemnify and continue to keep indemnified, the Company (and any Group Company) against any such demand for Excess Tax and will immediately repay on demand an amount equal to the Excess Tax imposed upon the Company (or any Group Company) by the Inland Revenue in consequence of those obligations PROVIDED THAT no payment of Excess Tax will be made to the Inland Revenue without particulars being given to the Employee to enable the Employee at her own expense to dispute any such payment. Confidentiality of Agreement The Employee will keep the terms of this Agreement and all discussions and other correspondence on this subject confidential and not disclose them to any other person except to a professional adviser or to her immediate family who has agreed to be bound by the obligation of confidentiality or as may be required by law or by any regulatory authority or with the Companys written consent. The Company will use its reasonable endeavours to keep the terms of this Agreement confidential except for the purposes of taking professional, legal or financial advice, in connection with the conclusion of the Agreement, or as may be required by law or by any regulatory authority. Statements The Employee will not directly or indirectly make any untrue statements about the Company or any Group Company or its or their officers or employees, her employment with the Company or the reasons for termination of her employment. The Employee shall not make any untrue statements in relation to the Company or any Group Company or its or their officers or employees. Reference On receipt of any request from a relevant third party, the Company shall provide a reference in respect of the Employee in the form set out in Schedule 1 to this Agreement and will deal with any telephone enquiries in a manner which is consistent with the terms of the reference provided that nothing in this Agreement will fetter the Companys obligation to give full disclosure as required by law or statutory or regulatory authority. Company Property The Employee hereby agrees to return to the Company within 7 days of the Termination Date all property belonging to the Company (or any Group
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5. 5.1

5.2

6. 6.1

6.2 7. 7.1

8. 8.1

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

Company) (including but are not limited to any documents, disks, equipment, keys, including car keys and passes) which are or have been in the Employees possession or control. Documents and disks shall include but are not limited to correspondence, files, e-mails, memos, reports, minutes, plans, records, surveys, software, diagrams, computer print-outs, floppy disks, manuals, customer documentation, or any other medium of storing information. The Employees obligations under this clause 8 shall be deemed to include the return of all copies, drafts, reproductions, notes, extracts or summaries (howsoever made) of the foregoing. 9. 9.1 Expenses The Employee will submit her final expenses claims (together with all receipts) to the Company within 7 days of the Termination Date and all expenses reasonably incurred by her in connection with his employment by the Company up to and including the Termination Date will be reimbursed within 7 days of receipt of the final claim. The Employees Claims The Employee alleges that, in addition to common law and contractual claims, she may have the following statutory claims (the Employees Claims) arising from the Employment and/or its termination:10.1.1 Claims under the Employment Rights Act 1996 (ERA) and specifically claims for unfair dismissal, unlawful deduction from wages in contravention of Part II of the ERA, for a statutory redundancy payment, arising out of a contravention or alleged contravention of Part V (protection from suffering a detriment in employment), Part VI (time off work) of the ERA Claims under the Health and Safety at Work Act 1975; Claims under the Working Time Regulations 1998 including, but not restricted to claims in respect of working time, rest periods, rest breaks, compensatory rest, annual leave and holiday pay; Claims under the Public Interest Disclosure Act 1998; Claims under the Data Protection Act 1998; Claims under the Employment Act 2002 (Dispute Resolution) Regulations 2004.

10 10.1

10.1.2 10.1.3

10.1.4 10.1.5 10.1.6 10.2

The Employee represents and warrants that she has: not issued proceedings before the Employment Tribunals, County Court or High Court in respect of any claim in connection with the Employment or its termination.

10.3

The Employee warrants that she has instructed the Adviser to advise on whether she has or may have any Statutory Claims against the Company, any Group Company or any of their officers, agents or employees arising out of or in connection with the Employment or its termination and she has provided the Adviser with all relevant information to enable the Adviser to advise her on whether he may have any such Statutory Claims.
5

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

10.4 The Employee warrants that, having received the Advisers advice, she has those statutory claims referred to in clause 10.1 above (the Employees Claims) and no other Statutory Claims against the Company, any Group Company or its or their officers, agents or employees. The Company enters into this Agreement and makes the Severance Payment in reliance upon the terms and conditions of this Agreement. In the event that the Employee breaches any term of this Agreement including issuing a claim in relation to the Employment or its termination against the Company (and/or any Group Company) or its or their directors, officers, agents and employees, whether in the Employment Tribunal, the High Court, the County Court or otherwise, or accrued pension rights or pension benefits the Employee agrees that she will repay to the Company on demand the Severance Payment or in full and that the sum will be recoverable by the Company as a debt, together with all costs (including legal fees) reasonably incurred by the Company in recovering the Severance Payment and/or in relation to any claim so issued. Settlement The Employee accepts the terms of this Agreement in full and final settlement of all and any claims, demands, costs and expenses or rights of action of any kind relating to: 11.1.1 11.1.2 11.2 the Employees Claims; and any common law or contractual claim including any claims for damages and personal injury

10.5

11. 11.1

The parties agree that the conditions regulating compromise agreements contained in section 203(3) of the Employment Rights Act 1996, (as amended), are intended to be and have been satisfied by the terms of this Agreement. Independent Advice The Employee warrants that: 12.1.1 she has received independent advice from the Adviser as to the terms and effect of this Agreement and, in particular, its effect on his ability to pursue any rights he may have in consequence of the loss of the Employment before an Employment Tribunal. the Adviser is a relevant independent adviser and has produced a letter addressed to the Company in the form attached at Schedule 2 to this Agreement; and the Employee is advised by the Adviser that there is in force, and was at the times she received the advice referred to above, a contract of insurance or indemnity provided for members of a profession or professional body covering the risk of a claim by her in respect of loss arising in consequence of that advice.

12 12.1

12.1.2

12.1.3

13. 13.1

Legal Expenses The Company shall, within 7 day, pay the Employees legal expenses up to a maximum of [ ] plus VAT in respect of advice given by the Adviser on the terms and effect of this Agreement. This sum shall be paid directly to the
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WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

Adviser on submission by that Adviser of a VAT invoice made out to the Employee and expressed to be payable by the Company. 14. 14.1 Contracts (Rights of Third Parties) Act 1999 The contracts (Rights of Third Parties) Act 1999 shall apply to the Agreement to the extent set out in this clause (no more). Any Third Party shall be entitled to enforce the benefits conferred on it by the Agreement. The consent of a Third Party shall not be required for the variation or termination of the Agreement even if that variation or termination affects the benefits conferred on any Third Party. For the purposes of the Agreement Third Party means any company in the Group or any employee agent or officer of any Group Company. 15. 15.1 Binding Agreement The Agreement, although marked Without Prejudice and Subject to Contract will, upon signature by all the parties, be treated as an open document, evidencing an agreement binding on all the parties. Entire Agreement The terms of this Agreement constitute the entire agreement and understanding between the Company and the Employee and it supersedes and replaces all prior regulations, agreements, arrangements or understandings (whether implied or expressed orally or in writing) concerning the subject matter hereof, all of which are hereby treated as terminated by mutual consent. Jurisdiction This Agreement is governed by English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.

16. 16.1

17. 17.1

............................................................... Signed: [EMPLOYEE] Date:................................. ........................................................... Signed: {X} for and on behalf of the Company Date:.............................

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

SCHEDULE 1 Form of Reference Letter [This to be typed on the letterhead of the [Company] Limited] [DATE]

Dear __________: Re: [EMPLOYEE] - Reference Request Thank you for your recent letter requesting a reference for [EMPLOYEE]. We understand that [EMPLOYEE ] is applying for the following post:

Post Applied for: Department:

(insert Job Title) (insert department if known)

The details of [EMPLOYEE]s employment at [Company] Limited were as follows:

Job Title: Date of Employment:

[POSITION] [DATE]

I have no hesitation in recommending [EMPLOYEE] to a new employer. [EMPLOYEE] was a dedicated and reliable employee and always performed [his/her] duties with the highest degree of professionalism and dedication. I know [he/she] will carry out [his/her] duties professionally and be an asset to any business [he/she] joins. I was sorry to see her leave the business but wish [his/her] every success in this new stage of [his/her] career. Yours sincerely, ______________________ [NAME] Director [Company] Limited

WITHOUT PREJUDICE AND SUBJECT TO CONTRACT

SCHEDULE 2 [This to be typed on the letterhead of the Adviser] STRICTLY PRIVATE AND CONFIDENTIAL TO BE OPENED BY ADDRESSEE ONLY [DATE] [Company] Limited Dear [X]: I, [________________]confirm that I have given independent advice to [EMPLOYEE] as to the terms and effect of the compromise agreement to be entered into between yourself and her and in particular its effect on her ability to pursue her rights before an Employment Tribunal in relation to the termination of her employment. I confirm that I am a relevant independent adviser within the meaning of section 203 of the Employment Rights Act 1996 and that there is, and was at the time I gave the advice referred to above, in force a contract of insurance or an indemnity provided for members of a profession or a professional body covering the risk of a claim by [EMPLOYEE] in respect of any loss arising out of that advice. I have not acted in this matter for the Employer or any Company or person who is an associated employer of [Company] Limited. Yours faithfully

.. Relevant Independent Adviser