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WITHOUT PREJUDICE & SUBJECT TO CONTRACT

 

DATED

 

PJH Law

AND

Liam Pike

 


 

SETTLEMENT AGREEMENT

 


 

 

PJH Law Solicitors, 18a Maiden Lane, Stamford

Lincolnshire, PE9 2AZ

Tel: 0844 850 5805

Fax: 0844 850 5806

www.armportal.co.uk

 

 

 

 

 

 

 

WITHOUT PREJUDICE & SUBJECT TO CONTRACT

THIS AGREEMENT is made on]

 

BETWEEN:

PJH Law of 18a Maiden Lane Stamford Lincs PE9 2AZ (“the Employer”) and

Liam Pike of 497 Oundle Road, Orton Longueville, Peterborough, PE2 7DQ. (“the
Employee”)

 

1. Interpretation And Enforceability

1.1. In this Agreement: Associated Company means any company or corporation
which is a holding company for the time being of the Employer, or a subsidiary for the
time being of the Employer or of any such holding company (holding company and
subsidiary having the meanings set out in section 1159 of the Companies Act 2006 as
amended).

1.2. References in this Agreement to the provisions of any statute or subordinate
legislation shall be deemed to refer to the same as in force (including any amendment
or re-enactment) from time to time.

1.3. The terms of this Agreement contain the entire understanding between the
Employee and the Employer and any Associated Company with respect to the
termination of the employment of the Employee and supersede all (if any) other
agreements, arrangements or understandings in such respect which shall be deemed
terminated by mutual consent.

1.4. Any Associated Company may enforce and take the benefit of those paragraphs
of this Agreement in which reference is expressly made to Associated Companies
subject to and in accordance with the provisions of the Contracts (Rights of Third
Parties) Act 1999. Except as provided in this clause, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of this Agreement but this does not affect any right or remedy of a
third party which exists or is available apart from under that Act.

1.5. The headings in this Agreement are for ease of reference only and shall not
affect interpretation.

 

2. Termination Date

2.1. The Employee started work for the Employer on 01/03/2005 on terms agreed
from time to time between the Employer and the Employee (“the Contract”).

2.2. The Employer and Employee have agreed that the employment of the
Employee with the Employer will end on 30/09/2021 (“the Termination Date”).

 

3. Salary and Benefits

3.1. The Employee will be paid contractual salary and benefits subject to such
deductions for Income Tax and National Insurance Contributions as the Employer is
required to make by law up to and including the Termination Date in accordance with
its normal payroll procedure. Except as otherwise provided for in this Agreement, all
benefits extended to the Employee and salary payments including but not limited to
pension contributions cease with effect from the Termination Date.

3.2. The Employee hereby warrants that, except as set out in this Agreement, there
are no sums owed by the Employer or any Associated Company including any
payments under any incentive, commission, share option or similar scheme and that
neither the Employer nor any Associated Company nor the trustees of any such
scheme is or shall be liable to make any payment or provide the Employee with any
shares or benefits under any such scheme.

3.3 The Employer shall pay the Employee a payment of £.00 (Bonus Payment), subject
to such deductions for income tax and national insurance contributions as are required
by law. For the avoidance of doubt, if the Employee does not meet all of the objectives
set by the Termination Date (whether the objectives have been met to be determined
by the Company) the Employee shall not receive the Bonus Payment.

 

4. Employee Property

4.1. The Employee warrants that he will, by the Termination Date, delete any
information belonging to the Employer or any Associated Company from any personal
computer that he may have at home or elsewhere other than the offices of the
Employer without retaining any copies of any such information, in electronic or other
format. The Employee will, by the Termination Date, notify the Employer of any and
all passwords used by the Employee in relation to the computer system of the
Employer.

4.2. The Employee warrants that he will return to the Employer on or before the
Termination Date in good condition (excepting wear and tear) and without
modification all books, documents, correspondence, computer disks and records,
laptop computers, papers, materials, mobile telephone, credit or charge and
telephone cards and keys, including all copies thereof, and all other property of or
relating to the business or affairs of the Employer or any Associated Company or any
officer, employee, shareholder, customer, supplier or agent of the Employer or any
Associated Company, which was or had been in the possession of the Employee or
control, unless specified otherwise by this agreement.

4.3. The Employee will be provided with and permitted reasonable use of the car with
the following registration a company vehicle up to at which date the Employee will
return the company vehicle, in good condition (subject to wear and tear) to the
Employer. The Employer will be responsible for all running and maintenance costs in
line with the lease agreement. The company vehicle provided may not be the current
vehicle of the Employee but will be a suitable alternative to be determined by the
Employer.

 

5. Payments

5.1. Subject to the compliance by the Employee in full with his obligations as set out
in this Agreement and subject to and within 21 days of the Termination Date, and
receipt by the Employer of this Agreement signed by the Employee and the adviser’s
certificate signed by the Employee’s Solicitor, the Employer will pay to the Employee:

(a) The sum of ££50,000.00 as a payment in lieu of notice (“the Payment in Lieu of
Notice”). The Payment in Lieu of Notice will be subject to income tax and national
insurance deductions as required by law.; and

(b) The sum of ££100,000.00 as compensation for the termination of this
employment without admission of liability (“the Compensation Payment”) such sum to
include any entitlement to a statutory redundancy payment. The Compensation
Payment (up to a maximum of £30,000.00) will be paid without deduction of Income
Tax and National Insurance Contributions as the parties understand (but the Employer
gives no warranty) to be permitted pursuant to Part 6, Chapter 3 Income Tax (Earnings
and Pensions) Act 2003. Any amount in excess of £30,000.00 will be subject to
deduction of Income Tax as required by law.

(c) The Employer will contribute a maximum of £.00 (inclusive of VAT) to the cost of
outplacement support for the Employee. Details will be issued to the Employee in due
course and payment is to be made directly to the agreed outplacement provider upon
receipt of a satisfactory VAT invoice.

 

6. Tax Indemnity

6.1. The Employer gives no warranty as to whether any Income Tax or employee
National Insurance Contributions are payable in respect of any payments made or
benefits made available to the Employee pursuant to the terms of this Agreement
after the Termination Date and the Employee is solely responsible for the payment of
any tax of any nature and any liability to employee National Insurance or other
equivalent social security contributions arising in respect of, or by reason of, any
payment or benefit set out in this Agreement.

6.2 The Employee will indemnify the Employer and each and every Associated
Company and keep it and them fully and effectively indemnified on a continuing basis
against all and any liability to such taxation or social security contributions (including,
without limitation, any liability resulting from a failure to make PAYE deductions and in
connection with this Compensation Payment) and any interest, penalties or costs
(including legal costs) incurred by the Employer or any Associated Company in respect
of such liability.

 

7. Warranties And Compromise Of Claims

7.1. The Employee accepts the terms of this Agreement in full and final settlement
of all and any claims he has or may have against the Employer or any Associated
Company in respect of claims previously made or intimated by or on behalf of the
Employee. In particular the Employee warrants that the particular complaints are listed
at 7.3 and that the Employee has no other statutory common law or contractual
claims. Any claim listed at 7.3 which is not relevant will be crossed out and initialed by
the Employee.

7.2. The Employee further accepts the terms of this Agreement and, in particular,
the payment of the Compensation Payment in full and final settlement of all and any
claims and rights of action whatsoever past and future (whether arising under
common law, statute, tort, European Union law or otherwise, whether in the United
Kingdom or elsewhere in the world) and whether contemplated or not that he has or
may have against the Employer or any Associated Company, or any of its or their
employees, officers, shareholders or agents arising directly or indirectly out of the
employment by the Employer or any Associated Company or the termination of such
employment and any other matter whatsoever. For the avoidance of doubt, this
paragraph excludes any claim in respect of personal or industrial injury or accrued
pension rights.

7.3. The Employee hereby warrants that: before signing this Agreement he received
independent legal advice from [insert name and address] (“the Legal Adviser”), a
qualified lawyer, as to its terms and effect, and in particular the ability to bring a
statutory claim, including but not limited to any claim or complaint of or relating to:

a) unfair dismissal, a redundancy payment or unlawful deductions from wages under
the Employment Rights Act 1996;

b) breach of the Working Time Regulations 1998;

c) breach of contract;

d) failure by the Employer to consider any job application made by the Employee
within the 12 month period following the Termination Date;

e) breach of Information and Consultation Regulations of Employees 2004;

f) any claim relating to any failure to follow any relevant ACAS Code of Practice;

g) any claim under section 11 of the Employment Relations Act 1999;

h) any claim of unlawful discrimination, harassment, victimisation, detriment (including
personal injury resulting from any such discrimination, harassment, victimisation) on
the grounds of, because of, arising from and/or related to:

a. sex, or marital status under section 120 of the Equality Act 2010 and/or section 63 of
the Sex Discrimination Act 1975;

b. disability under section 120 of the Equality Act and/or section 17A of the Disability
Discrimination Act 1995;
and/or

c. age under section 120 of the Equality Act 2010 and/or regulation 36 of the
Employment Equality (Age) Regulations 2006,

i) any claim for equality of terms under sections 120 and 127 of the Equality Act 2010
and section 2(1) of the Equal Pay Act 1970;

j) and any other claims related to the employment of the Employee, or its termination
that could be brought under English law.

7.4. The Employee warrants that except for those complaints asserted as indicated
in sub-paragraphs 7.1 and 7.2 above the Employee has no other complaints or claims
of any nature against the Employer or any Associated Company under the Employment
Rights Act 1996, the Equal Pay Act 1970, the Race Relations Act 1976, the Sex
Discrimination Act 1975, the Disability Discrimination Act 1995, the Trade Union and
Labour Relations (Consolidation) Act 1992, the National Minimum Wage Act 1998, the
Working Time Regulations 1998, the Transnational Information and Consultation of
Employees Regulations 1999, the Part-Time Workers (Prevention of Less Favourable
Treatment) Regulations 2000, Employment Equality (Religion or Belief) Regulations
2003, Employment Equality (Sexual Orientation) Regulations 2003, Information and
Consultation of Employees Regulations 2004, Employment Equality (Age) Regulations
2006, Breach of contract, the Equality Act 2010 or otherwise.

7.5. The Employee warrants that he has not commenced and will not commence
any legal or arbitration proceedings of any nature against the Employer or any
Associated Company in any jurisdiction in relation to the employment with the
Employer or any Associated Company, the termination of such employment, or
otherwise, nor will he accept the benefit, or assign to any third party the benefit of any
lawsuits or claims of any kind brought on behalf of the Employee against the Employer
or any Associated Company.

7.6. The Employee warrants that he has not committed any breach of duty
(including fiduciary duty) owed to the Employer or any Associated Company. For the
avoidance of doubt, this Agreement shall not have the effect of releasing the Employee
from any liability owed to the Employer or any Associated Company, whether as an
officer or employee.

7.7. The Employee warrants that he has not done or omitted to do any act which:

a) would have entitled the Employer to dismiss the Employee summarily without
notice or compensation, or

b) had it been done after the Termination Date would be in breach of this
Agreement.

7.8. This Agreement satisfies the conditions regulating settlement agreements
contained in section 203 of the Employments Rights Act 1996, section 77 of the Sex
Discrimination Act 1975, section 72 of the Race Relations Act 1976, Schedule 3A of the
Disability Discrimination Act 1995, section 288 of the Trade Union and Labour
Relations (Consolidation) Act 1992 and Regulation 35 of the Working Time Regulations
1998, Part 1 of Schedule 4 of the Employment Equality (Religion or Belief) Regulations
2003, Part 1 of Schedule 5 of the Employment Equality (Age) Regulations 2006, section
147 of the Equality Act 2010 and any and all other relevant legislation.

8. Reliance On Warranties And Breach Of Agreement

8.1. The Employee accepts that the Employer (for itself and on behalf of its
Associated Companies) is entering into this Agreement in reliance upon the warranties
provided by the Employee in paragraphs 3.2, 4 and 7 of this Agreement.

8.2. If the Employee has commenced or in the future commences any legal or
arbitration proceedings of any nature against the Employer or any Associated
Company in breach of this Agreement or is otherwise in fundamental breach of this
Agreement, the Employee shall forthwith pay to the Employer or any Associated
Company by way of liquidated damages an amount equal to the lesser of (i) the
amount claimed by the Employee in the proceedings (or the maximum amount of
compensation which could be awarded in respect of those proceedings) and (ii) the
Compensation Payment, Bonus Payment and the the Payment in Lieu of Notice and
any legal fees incurred by the Employer in connection with this agreement. Such sum
shall be recoverable by the Employer or any Associated Company as a debt and shall
include the costs of recovery of the liquidated damages as set out in this clause.
Exercise of this provision shall be without prejudice to any other rights and remedies
which the Employer and any Associated Company may have against the Employee.

8.3. Any failure or delay of the Employer or any Associated Company to insist upon
or enforce any right, remedy or power conferred upon it by this Agreement shall not
be construed as a waiver hereof

9. Confidentiality

9.1. In consideration of the terms of this Agreement and as part of his continuing
duty of confidentiality to the Employer the Employee agrees that (save as required by
any court of competent jurisdiction or any regulatory authority or government
department or as a matter of law or to give effect to the terms of this Agreement) the
Employee will not, without the prior written consent of the Employer directly or
indirectly disclose or cause to be disclosed the fact or terms of this Agreement to
anyone (other than to spouse or partner of the Employee (on their undertaking to
keep the matter confidential) and to his professional advisers who require the
information for the purposes of advice) or directly or indirectly make or cause to be
made or publish or cause to be published any statement about the circumstances
leading up to the termination of the employment of the Employee with the Employer
or any Associated Company.

9.2. Further, the Employee agrees that he shall not make or cause to be made or
published any derogatory or disparaging comments about the Employer, or any
Associated Company, or any of its or their respective officers, employees, shareholders
or agents.

9.3. The Employee acknowledges the continuing duty of confidentiality he owes to
the Employer and its Associated Companies and agrees that he will not at any time
prior to or after the Termination Date disclose to any third party any confidential
information concerning the Employer or any Associated Company including but not
limited to information relating to the business, prospective business, technical

processes, finances, designs, inventions, price lists or lists of customers and suppliers
save as required of the Employee by law or by a court of competent jurisdiction or a
regulatory authority relevant to the employment of the Employee with the Employer
or its termination.

 

10. Legal Fees

10.1. After execution of this Agreement by all parties the Employer agrees to pay
upon receipt of an invoice a contribution of up to £250.00 excluding VAT towards the
cost of the Employee taking relevant independent advice on the terms and effect of
this Agreement.

11. Restrictive Covenants

11.1. The Employee agrees and confirms that he will continue to be bound by any
confidentiality, inventions and copyright restrictive covenants contained in the
Contract of employment of the Employee in accordance with their terms.

 

12. Reference

12.1. Subject to no information coming to the attention of the Employer that makes
the Employer consider the contents of Schedule 2 to be inaccurate or misleading in
line with its legal obligations, the Employer agrees to provide the Employee with a
written reference as agreed and attached to this Agreement in Schedule 2 upon
written request by any future prospective employer.

 

13. Miscellaneous

13.1. This Agreement is to be construed in accordance with the laws of England and
Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.

13.2. Upon signature by both parties and by the Legal Adviser of the Agreement and
Schedule 1 respectively, this Agreement shall cease to be without prejudice and
subject to contract and shall become binding upon the parties.
13.3. The Employee will at the request of the Employer promptly provide the
Employer and any Associated Company with such assistance as it may require in the
conduct of legal proceedings or any inquiry or investigation in respect of which the
Employer or its legal advisers believe the Employee may be able to provide assistance.
The reasonable out-of-pocket expenses of the Employee incurred in providing such
assistance will be reimbursed by the Employer.

13.4. Each of the provisions of this Agreement are separate and severable and in the
event of any such provision being determined as being unenforceable in whole or in
part for any reason such unenforceability shall not affect the enforceability of the
remaining provisions or in the case of part of a provision the remainder of that
provision.

 

{{RECEIVER-SIGN1}}

Signed:

{{RECEIVER-NAME1}}

Date:

{{DATE1}}

 

{{RECEIVER-SIGN2}}

Signed: 

{{RECEIVER-NAME2}}

For and on behalf of the Employer and the Associated Companies

Date:

{{DATE2}}

 

Schedule 1 – Certificate of Legal Adviser

I, {{RECEIVER-NAME3}}, hereby certify as follows:

• I am a Solicitor of the Senior Courts of England and Wales holding a current practicing certificate.

• I have advised Liam Pike of the terms and effect of the Agreement between the Employee and PJH Law to which this forms a schedule (the Agreement) and, in particular, the effect of the Agreement on the ability to pursue statutory and contractual rights before an Employment Tribunal following its signing.

• I am not acting (and have not acted) in relation to this matter for the Employer or an Associated Company (as defined in the Agreement).

• There is in force and was in force when I gave the advice referred to above, cover under a contract of insurance, or an indemnity provided for members of a profession or professional bodies relating to the risk of a claim by in respect of loss arising from such advice.

SIGNED:

{{RECEIVER-SIGN3}}