This Agreement is made on [insert date or leave date blank] [year] Parties 1 [Insert Employer’s name] whose registered office is at [insert Employer’s address], company registration number [insert Employer’s company number] (Employer); and 2 [Insert Employee’s name] of [insert Employee’s address] (you). the parties agree: 1 Termination of employment 1.1 Your employment with the Employer [will terminate OR terminated] by reason of [insert reason for termination] on [insert date] (Termination Date). 1.2 You [will be OR have been] paid your accrued basic salary (less deductions for income tax and primary class 1 (employee) National Insurance contributions (PAYE Deductions)) and [will have OR have] received your contractual benefits[, including a payment of £[insert amount] in respect of [insert number] days’ accrued but untaken holiday entitlement] [ [ and] including any relevant contributions to your personal pension scheme] (less PAYE Deductions) for the period up to and including the Termination Date via payroll in the normal way. 1.3 [Any sums due from you to the Employer[ including [a deduction of £[insert amount]] in respect of [insert number] days’ holiday taken in excess of your accrued entitlement for the period

This playbook provides guidance for drafting and negotiating a settlement agreement that is being used to settle potential statutory and contractual employment claims on a redundancy, before the employment terminates. This playbook includes a preferred position and a fallback position for the most commonly-negotiated clauses. It may not, however, address every issue that may arise in the negotiation of a particular settlement agreement. This playbook template can be used by lawyers acting for the employer or in-house lawyers. Users should modify the playbook as necessary to address client-specific issues and ensure the client’s interests are fully protected. The level of risk noted in the playbook may vary depending on the client. Note that this playbook does not include provisions for use where the settlement agreement is being entered into after the employee’s employment has already terminated. For a full list of related settlement agreement content, see: Settlement (employment)—overview. For a template agreement, see Precedent: Settlement agreement (employment). For a template short-form agreement, see Precedent: Settlement agreement (employment) (short form). For a template agreement for use:

without prejudice and subject to contract Your proposed [Compensation OR Termination] payment may be subject to tax deductions. This document sets out how the Employer has determined the tax and National Insurance contributions (NICs) treatment that it will apply to the proposed [Compensation OR Termination] Payment and other proposed payments in the draft Settlement Agreement. Defined terms have the same meaning here as they do in the draft Settlement Agreement. The final assessment of tax and NICs due will be determined by HMRC. Accordingly, the Employer makes no representation and gives no warranty in relation to any of the matters set out in this document. Errors and omissions are also excepted. You should take your own independent advice on your tax position. A concept of ‘post-employment notice pay’ (PENP) is incorporated in the legislative provisions that determine how termination payments are taxed and affects the beneficial tax treatment that is potentially available to termination payments (the ‘£30,000 exemption’, as it is commonly known). The PENP rules require a calculation to be carried out

[ Insert in operative provisions: ] 1 Transfer of shares 1.1 [ [ TRANSFER OF NOMINEE SHARES: ] You will transfer your nominee shares in the Employer[ or any Group Company nominated by the Employer] by duly executing and delivering stock transfer

1 Details of Awards As at the Termination Date, you hold awards granted to you relating to the shares of [ [the Company] OR [name of parent company] OR under [the Company] OR [name of parent company]]'s employee share plan[s], as follows: 1.1 [an award of [number and class] shares subject to option under the [name of share option plan] (the Share Option Plan) granted to you on [date], exercisable at a price of [exercise price] per share (the Option);] 1.2 [an award of [number and class] shares under the [name of share plan] (the Share Award Plan) granted to you on [date] (the Award); and] 1.3 [insert details of any other options or awards] 2 Awards remaining subject to Plan rules You acknowledge and agree that the [Option AND/OR Award AND/OR will remain subject to the rules of the [Share Option Plan AND/OR Share Award Plan]. 3 Lapse of Option/Award You acknowledge and agree that, in accordance with rule [insert rule number] of the [Share Option Plan AND/OR Share Award Plan], [the following shares under the Option AND/OR Award AND/OR :

[ Replace contents of Schedule 1 (Adviser’s certificate — solicitor) with: ] [To be typed on the headed notepaper of the advice centre] For the attention of [insert name of individual at

[ Replace Schedule 1 (Adviser’s certificate—solicitor) with: ] [To be typed on Adviser’s firm’s headed notepaper] For the attention of [insert name of individual

[ Replace Schedule 1—Adviser’s certificate—solicitor, with: ] [To be typed on the trade union’s headed notepaper] For the attention of [insert name of individual at Employer, to whom certificate

1 [ Reference and Announcements 1.1 The Employer will, on receipt of a written request from a prospective employer, provide a reference [in the form set out in Schedule [insert Schedule number] OR in the Employer's standard form]. 1.2 [The Employer agrees to deal with oral

[Insert in the operative provisions of the settlement agreement:] 1 Reaffirmation agreement 1.1 On or within [insert number] days of the Termination Date, you will enter into a Reaffirmation Agreement with the Employer in the form set out in Schedule [insert number] and will procure that the Adviser (or another relevant independent adviser

Insert in operative provisions: 1 Resignation from directorship/office 1.1 If you have not already done so, you will on the date of this Agreement immediately resign from all offices held by you in, or on behalf of, the Employer[ and/or any Group Company] by delivering to the Employer a letter of resignation in the form set out

[ Insert in operative provisions: ] 1 Transfer of property 1.1 [ [ Employee to purchase specified property: ] On the Termination Date, you will purchase the Employer's property, currently in your possession, specified in Schedule