Exhibit 10.16
THIS AGREEMENT is made on 22 February 2007
BETWEEN:
(1) CLPE Holdings Limited whose registered office is at 00-00 Xxxxxxxxxxx,
Xxx Xxxx, Xxxxxx, Xxxxxxxxxx XX0 0XX (the Employer); and
(2) Xxxxxxx Xxxxx Xxxxxx of 00X Xxxxxxx Xxxx, Xxxxxx XX0 XXX (the Employee)
1. Definitions
1.1 In this Agreement the following expressions have the following meanings:
the Acts Section 203(3) of the Employment Rights
Xxx 0000, Section 77(4A) of the Sex
Discrimination Xxx 0000, Section 72(4A)
of the Race Relations Xxx 0000, Section
288(2B) of the Trade Union and Labour
Relations (Consolidation) Xxx 0000,
paragraph 2 of Schedule 3A of the
Disability Discrimination Xxx 0000,
Regulation 35(3) of the Working Time
Regulations 1998, Section 49(4) of the
National Minimum Wage Xxx 0000, the
Employment Rights Xxx 0000 as applied by
Section 14 of the Employment Relations
Xxx 0000, Regulation 41(4) of the
Transnational Information and
Consultation of Employees Regulations
1999, the Employment Rights Xxx 0000 as
applied by Regulation 9 of the Part time
Workers (Prevention of Less Favourable
Treatment) Regulations 2000, the
Employment Rights Xxx 0000 as applied by
Regulation 10 of the Fixed-term
Employees (Prevention of Less Favourable
Treatment) Regulations 2002, Paragraph
2(2) Schedule 4 of the Employment
Equality (Sexual Orientation)
Regulations 2003, Paragraph 2(2) of
Schedule 4 of the Employment Equality
(Religion or Belief) Regulations 2003,
Regulation 40(4) of the Information and
Consultation of Employees Regulations
2004, Paragraph 12 of the Schedule to
the Occupational and Personal Pension
Schemes (Consultation by Employers and
Miscellaneous Amendment) Regulations
2006, the Employment Rights Xxx 0000 as
applied by Regulation 18 of the Transfer
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of Undertakings (Protection of
Employment) Regulations 2006, and
Schedule 5 of the Employment Equality
(Age) Regulations 2006 all as
subsequently consolidated, modified or
re-enacted from time to time;
the Adviser the person named as Adviser in Schedule
1;
PAYE deductions deductions made to comply with or to
meet any liability of the Employer to
account for tax pursuant to regulations
made under Chapter 2 of Part 11 Income
Tax (Earnings and Xxxxxxxx) Xxx 0000 and
to comply with any obligation toy make a
deduction in respect of national
Insurance contributions;
the Service Agreement the service agreement between the
Employer and the Employee dated October
2004 as subsequently varied;
the Termination Date 22 February 2007
2. Basis of Agreement
2.1 The parties have entered into this Agreement to record and implement the
terms on which they have agreed to settle all outstanding claims which
the Employee has or may have against the Employer arising out of or in
connection with or as a consequence of his employment and/or its
termination. The terms set out in this Agreement constitute the entire
Agreement between the parties and are without admission of liability on
the part of the Employer.
3. Termination Date
3.1 The Employee's employment with the Employer will terminate by mutual
agreement on the Termination Date.
4. Remuneration to Termination Date
4.1 The Employee has been or will be paid his normal salary together with
any accrued but untaken holiday entitlement (less PAYE deductions) and
together with all expenses properly incurred up to and including the
Termination Date and provided with all benefits for the period up to and
including the Termination Date.
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5. Confidentiality and other restrictions
5.1 The Employee accepts and agrees that his implied duties relating to
confidential information continue after the Termination Date. In
particular, the Employee affirms the duties and restrictions in clause 9
of the Service Agreement.
6. Full and final settlement
6.1 This Agreement has effect for the purpose of compromising without any
admission of liability on the part of the Employer by means of full and
final settlement all claims in all jurisdictions under contract, tort,
statute or otherwise which the Employee has at the date of this
Agreement against the Employer or any subsidiary of the Employer (as
defined in section 736 of the Companies Act 1985) and their respective
officers and employees arising out of or in connection with or as a
consequence of his employment and/or its termination including in
particular for the avoidance of doubt the following claims which the
Employee has raised or intimated:
6.1.1 damages for breach of contract howsoever arising including in
respect of stigma;
6.1.2 pay in lieu of notice or damages for termination of employment
without notice or on short notice;
6.1.3 outstanding pay, holiday pay (including under the Working Time
Regulations 1998), overtime, bonuses, commission and benefits in
kind;
6.1.4 a redundancy payment whether statutory under the Employment
Rights Xxx 0000 or other;
6.1.5 discrimination, harassment, victimisation or detriment under the
Sex Discrimination Xxx 0000;
6.1.6 a claim under or relying on the Equal Pay Xxx 0000 or Article
141 of the Treaty of Rome;
6.1.7 discrimination, harassment, victimisation or detriment under the
Race Relations Xxx 0000;
6.1.8 discrimination, harassment, victimisation or detriment under the
Disability Discrimination Xxx 0000;
6.1.9 unlawful deductions from wages under the Employment Rights Xxx
0000;
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6.1.10 unfair dismissal under the Employment Rights Xxx 0000;
but excluding any claim for personal Injury.
7. No knowledge of other claims
7.1 The Employee confirms that he is not aware of any other claims or facts
or circumstances that may give rise to any claim against the Employer or
any of its officers or employees in relation to any other matters.
7.2 The Employee represents and warrants that:
7.2.1 he has Instructed the Adviser to advise as to whether he has or
may, have any claims, including statutory claims, against the
Employer arising out of or In connection with his employment or
its termination;
7.2.2 he has provided the Adviser with all available information which
the Adviser requires or may require in order to advise whether
he has any such claims; and
7.2.3 the Adviser has advised him that, on the basis of the
information available to the Adviser, his only claims or
particular complaints against the Employer whether statutory or
otherwise are those listed in Clause 6 of this Agreement and
that he has no other claim against the Employer whether
statutory or otherwise.
8. Compliance with statutory provisions
8.1 This Agreement satisfies the conditions regulating compromise agreements
and compromise contracts under such of the Acts as are relevant.
8.2 The Employee confirms that:
8.2.1 he has received advice from the Adviser (who is a relevant
independent adviser within the meaning of the Acts) as to the
terms and effect of this Agreement and in particular its effect
on his ability to pursue his rights before an Employment
Tribunal; and
8.2.2 he will procure that the Adviser signs the Certificate in
Schedule 1.
9. Without prejudice
9.1 Notwithstanding that this Agreement is marked "without prejudice and
subject to contract" when the Agreement has been dated and signed by the
parties and is accompanied by the Certificate in Schedule 1 signed by
the Adviser it will become an open and binding agreement between the
parties.
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10. Governing law and jurisdiction
10.1 This Agreement is governed by the law of England and Wales and any
dispute is subject to the exclusive jurisdiction of the courts and
tribunals of England and Wales.
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SCHEDULE 1
ADVISER'S CERTIFICATE
I confirm that
1. I am a relevant Independent adviser as defined in the Acts (as defined
in the Agreement between Xxxxxxx X Xxxxxx (the Employee) and CLPE
Holdings Limited to which this Certificate is annexed).
2. I have advised the Employee of the terms and the effect of the Agreement
and In particular its effect on his ability to pursue a claim before an
Employment Tribunal.
3. There is in force a contract of insurance covering the risk of a claim
by the Employee in respect of loss arising in consequence of the advice.
Adviser's signature /s/ Xxxxxxx XxXxxxx
---------------------------
Adviser's name XXXXXXX XxXXXXX
(capitals) ---------------------------
Title* Solicitor
---------------------------
Adviser's business address Freeth Xxxxxxxxxx LLP
---------------------------
00 Xxxxx Xxxxxx
---------------------------
Xxxxxxxxxx
---------------------------
XX0 0XX
---------------------------
* Eg: solicitor, barrister, authorized litigator, advocate, fellow of ILEX,
officer/employee/member of named trade union or advice centre worker
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IN WITNESS whereof this Agreement has been signed on behalf of the Employer
executed and delivered as a deed by the Employee the day and year first above
written.
SIGNED by ) /s/ Xxxxx H.P. Wyndham
Duly authorized for and on behalf of ) ----------------------
CLPE Holdings Limited ) Director
EXECUTED and DELIVERED AS A DEED
By XXXXXXX XXXXX XXXXXX /s/ Xxxxxxx X. Xxxxxx
---------------------
In the presence of:
Name: Xxxxxxx X. Xxxxxx
---------------------
Signature: /s/ Xxxxxxx X. Xxxxxx
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Address: 00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX. 00000
X.X.X.
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