THIS AGREEMENT is made on 29th April 2015

BETWEEN:-

(1) Phillipson (UK) Limited whose registered office is at Highgrove Gardens, Coventry, CV3 6PQ (the "Company"); and

(2) David Lee Williams, of 6 Blossom Way, Walsgrave, Coventry, West Midlands, CV2 2MM (the "Employee");

WHEREAS:-

 

(A) The Employee's employment with the Company terminated on Friday 24th April 2015 (the "Termination Date").

 

(B) The Company and the Employee wish to settle all claims which the Employee has or may have against the Company, any Associated Company and any of its or their respective present or former officers, shareholders, employees or workers arising out of the Employee's employment or its termination, whether or not any such claims exist or are known to or contemplated by the parties or are recognised by law at the date of this Agreement.

 

(1) and (2) These paragraphs name the parties involved, i.e. you and your employer

(A) Indicates the date that your employment will officially end.

(B) Informs you that by signing this agreement you will no longer be able to bring a claim against them or any of the bodies or people listed in this clause. There are some exceptions to this as you will see at Clause….

IT IS AGREED AS FOLLOWS:

The following are a list of clauses that may or may not appear in a settlement agreement. Most are standard and appear in some format in most settlement agreements, but some are dependent on the requirements of your employer and your agreement may not include some of these clauses and may include clauses that are not shown here.

1. SALARY AND BENEFITS TO TERMINATION

1.1 The Employee will be paid salary and will receive contractual benefits up to and including the end of April 2015, less PAYE deductions for income tax and employee national insurance contributions. The Employee will be reimbursed all outstanding expenses submitted within 14 days of the Termination Date, subject to the Company's normal expenses policy.

Clause 1: This clause sets out the payments that will be made to you (and any tax or national insurance due on those payments), with regard to your salary and expenses up to the date that your employment officially ends.

2. TERMINATION PAYMENT

2.1 Provided that the Employee has complied with the Employee's obligations under this Agreement, within 14 days of the latest of (i) the Termination Date, (ii) receipt by the Company of the signed Adviser's Certificate and (iii) receipt by the Company of this Agreement duly signed by the Employee, the Company shall pay to the Employee the sum of £15,000 (the "Termination Payment") as compensation for loss of employment, which is made without admission of liability and the Employee acknowledges that no other payments or benefits of any kind are due from the Company or any Associated Company except as provided for in this Agreement.

2.2 The Termination Payment will be paid after issue of the Employee's P45 and as the Company believes that s401 and s403 Income Tax (Earnings and Pensions) Act 2003 apply, no deductions will be made for tax or employee national insurance contributions except to the extent that the Termination Payment exceeds £30,000, where income tax will be deducted in respect of the excess.

Clause 2: This clause sets out any sums that you will receive in compensation for loss of office (loss of your employment). This is known as the ‘termination payment’.  In this example David Williams is to receive £15,000.  You can receive up to £30,000.00 free from tax and national insurance, but anything over that figure is subject to both.

3. TAX INDEMNITY

3.1 The Company makes no warranty or representation as to whether income tax or employee national insurance contributions are lawfully payable in relation to the payments made under this Agreement.

3.2 The Employee shall be responsible for and shall indemnify the Company and any Associated Company against, and shall on written demand forthwith pay to the Company or any Associated Company, any further income tax or employee national insurance contributions (and interest, costs, penalties or expenses relating to any tax assessment that the Company or any Associated Company is required to pay or account for in respect of the payments made by the Company to the Employee pursuant to this Agreement in excess of any amount deducted at source. In this regard the Company or any Associated Company shall be deemed to be obliged to pay any such amount if it receives a written demand from HM Revenue and Customs.

Clause 3: This clause states that your employer cannot guarantee that your payment is tax free and so there is a tax disclaimer at clause 3 to that effect that you are required to repay any tax to them that they may have had to pay out on your behalf should the Revenue assess the payment as taxable earnings. The payment is also made without admission of liability. In most cases payments under £30,000.00 are in fact exempt from taxation.

4. DISCLOSURE OF TERMS AND DISPARAGING STATEMENTS

4.1 Both parties agree that if asked by any third party (including, but not limited to, any employees of the Company or any Associated Company or any member of the media) about the circumstances of the Employee's departure they will answer to the effect that a settlement satisfactory to both parties was agreed and that it is a term of the settlement that no further comment is made.

4.2 The Employee undertakes that he will not at any time, disclose to the employees of the Company or any Associated Company or to any other person whether directly or indirectly the terms or circumstances of this Agreement, including details regarding the negotiations leading up to this Agreement, unless required to do so by law.

4.3 This Clause does not prevent the parties from disclosing the terms or circumstances of this Agreement to HM Revenue & Customs or any other taxing authority, to their legal or professional advisors (including pensions advisers) and in the case of the Employee to his immediate family, provided disclosure to such permitted persons shall be on terms that they keep such disclosure confidential. In addition either party may make such disclosure where it is required by law, where it is permitted by this Agreement, where it is given with the other party's prior written consent or, in the case of the Company, where it is necessary or required to give effect to this Agreement and/or for the proper administration of its business.

4.4 The Employee agrees he will not at any time after the date of this Agreement directly or indirectly make, publish, authorise or otherwise communicate any disparaging or derogatory statements whether in writing or otherwise which are intended to or which might be expected to damage or lower the business or professional reputation or financial standing of the Company or any Associated Company or any of their respective present or former officers, workers or employees, and the Employee warrants that no such statements have been made, published or otherwise communicated prior to this Agreement becoming binding.

4.5 In the event that the Employee breaches this Clause 4 and without prejudice to any other remedies the Company may have the Employee agrees that the payment referred to in Clause 2 shall be repaid by him to the Company immediately on written demand.

4.6 The Company agrees that they will not at any time after the date of this Agreement directly or indirectly make, publish, authorise or otherwise communicate any disparaging or derogatory statements whether in writing or otherwise which are intended to or which might be expected to damage or lower the business or professional reputation of the Employee and the Company warrants that no such statements have been made, published or otherwise communicated prior to this Agreement becoming binding.

Clause 4: This requires you and your employer to keep the agreement confidential, except to any professional advisors, benefits agencies, Tax Authorities and in your case your immediate family. This clause also prevents you from making any derogatory comments about your employer and its customers, employees, clients, directors and officers.

5. CONFIDENTIAL INFORMATION

5.1 The Employee undertakes that he will not at any time after the date of this Agreement disclose or make use of, for the Employee's own or any other person's benefit, any trade secret or Confidential Information concerning the business, finances, affairs, products, services, processes, equipment or activities of the Company or any Associated Company or any of its or their respective customers, agents, suppliers or clients except with the consent of the Company or where required to do so by law.

5.2 For the purposes of this clause, "Confidential Information" means any information which came into the possession of the Employee in the course of the Employee's employment and is identified or treated by the Company or any Associated Company as confidential or which, by reason of its character or the circumstances or manner of its disclosure, is evidently of such a nature, including, but not limited to, business plans, business methods, corporate plans, management systems, finances, maturing new business opportunities, research and development projects, concepts, ideas, new products, product formulae, source codes, software, software designs, graphic designs, artwork, processes, inventions, discoveries or know-how, sales statistics, sales techniques, marketing surveys and plans, costs, profit or loss, prices and discount structures, the names, addresses and contact details of customers and suppliers or potential customers and suppliers.

Clause 5: This clause requires that you agree not to pass on any information which your employer would describe as confidential to a new employer or; should you set yourself up in a similar line of work on a self-employed basis or set up your own company; make use of this information within your own business.

6. RETURN OF COMPANY VEHICLE

6.1 Provided that the Employee is entitled to a company vehicle and remains legally entitled to drive, the Company agrees to allow the Employee to continue to use for private use only within the United Kingdom, the Company's vehicle with registration number [ insert registration] (or a vehicle of equivalent status) until [ insert date for vehicle to be returned ] or until such time as the Employee commences other paid employment, whichever is earlier. The Employee agrees to inform the Company immediately when he commences alternative paid employment.

6.2 The vehicle will be returned in good condition (subject to fair wear and tear) forthwith to the Company's premises at Binley Industrial Estate, Coventry, CV3 2RQ, or other mutually agreed location, at a mutually convenient time to be agreed in advance together with the log book and all keys and other documents relating thereto. During this period:-

6.2.1 the Company will insure the car and meet all reasonable running costs, excluding fuel; and

6.2.2 the Employee agrees to take good care of the car and ensure that the provisions and conditions of any policy of insurance relating to it are observed, to comply with any directions from time to time given by the Company with regard to the car and to refrain from taking the car out of the United Kingdom without the Company's prior consent and should the Employee fail to comply with any of the obligations set out in this Clause 8.2.2, the Company reserves the right to recover the car from him forthwith.

Clause 6: This clause states that you are required to return your company car (should you have one), and all its associated documentation.

7. RETURN OF COMPANY PROPERTY

7.1 The Employee agrees to return on or before the Termination Date to the Company:

7.1.1 in good condition and order, subject to fair wear and tear, all property of the Company or any Associated Company in the Employee's possession or under the Employee's control including, but not limited to all keys, mobile telephones, lap-top computers, fax machines, pagers, security passes, fuel or credit cards, but excluding any property which the Employee is expressly permitted to retain pursuant to the terms of this Agreement; and

7.1.2 all correspondence, books, papers, files, documents and records (whether kept in hard copy or stored in electronic or in some other form), all computer discs and tapes which belong to or relate to the Company, any Associated Company or any of their respective customers, agents, suppliers, clients or contacts and further agrees that the Employee will not make or retain copies or extracts of the same in any form.

Clause 7: This clause states that you are to return all other company property including mobile phones, lap tops, documentation etc. on or before the final date of your employment.

8. LEGAL COSTS Provided that the Qualified Lawyer has delivered to the Company the Adviser's Certificate and provided that the Employee has complied with the Employee's obligations under this Agreement, the Company will pay the Employee's legal fees up to a limit of £ 400.00, (four hundred pounds) including disbursements and VAT, incurred solely in advising the Employee in connection with the termination of the Employee's employment by the Company and the preparation of this Agreement. The Company will make the payment of such fees directly to the firm for which the Qualified Lawyer works on receipt of an invoice addressed to the Employee but marked payable (whether in whole or in part) by the Company.

Clause 8: This clause confirms that your employer will pay your legal costs to the solicitor who advises you with regard to your settlement agreement and signs it off for you. It is not compulsory for your employer to pay your legal costs however, but most do.

9. REFERENCE

9.1 The Company will provide the Employee or any prospective employer of the Employee with a fair and truthful written reference

9.2 The Company's agreement to provide the reference shall at all times be without prejudice to the Company's right to amend the reference to ensure its accuracy in the event that matters are discovered after the date of this Agreement which would otherwise affect its accuracy.

Clause 9: This clause states that your company will provide you with a reference based on the information they have about you to present. They withhold the right to amend this reference however, if they discover information about your time with them as an employee that they were not aware of at the time of signing this agreement.

10. AGREEMENT

10.1 Following careful consideration of the facts and circumstances relating to the Employee's employment by the Company and its termination, the Employee agrees not to institute or continue any of the following specific claims or proceedings against the Company or any Associated Company or any of its or their respective present or former officers, shareholders, employees or workers before an employment tribunal, court or otherwise arising out of or connected with the Employee's employment, and/or its termination (save that nothing in this Agreement shall affect the Employee's rights in relation to accrued pension rights claim) :-

10.1.1 any claim arising out of a contravention or alleged contravention of Part X of the Employment Rights Act 1996 (unfair dismissal);

10.1.2 any claim arising out of a contravention or alleged contravention of section 135 of the Employment Rights Act 1996 (the right to a redundancy payment);

10.1.3 any claim arising out of a contravention or an alleged contravention of a provision contained in Part II of the Employment Rights Act 1996 (protection of wages);

10.1.4 any claim arising out of a contravention or alleged contravention of Part V (protection from suffering detriment in employment), Part VI (time off work) or Part VII (suspension on medical or maternity grounds) of the Employment Rights Act 1996. For the avoidance of doubt the reference to Part V of the Employment Rights Act 1996 includes any claim under sections 10 to 13 of the Employment Relations Act 1999 (the right to be accompanied at disciplinary or grievance hearings and related rights);

10.1.5 any claim arising out of a contravention or alleged contravention of section 1 or 4 (right to written statement of employment particulars and changes), section 92 (right to written statement of reasons for dismissal) section 8 (right to itemised pay statement) or section 28 (right to guarantee payment) of the Employment Rights Act 1996;

10.1.6 any claim under Regulation 30 of the Working Time Regulations 1998 (for breach of the Working Time Regulations including, without limitation, paid annual leave and payment in lieu of untaken leave on termination, the entitlement to daily and weekly rest, rest breaks and compensatory rest);

10.1.7 any claim for direct or indirect discrimination, harassment or victimisation on grounds of sex, marital or civil partner status, gender reassignment, pregnancy or maternity and any claim for harassment of a sexual nature, under section 63 of the Sex Discrimination Act 1975 and section 120 of the Equality Act 2010;

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

10.1.9 any claim for victimisation as a result of seeking, making or receiving a relevant pay disclosure (discussions about pay) under section 120 Equality Act 2010;

10.1.10 any claim for direct or indirect discrimination, harassment or victimisation on grounds of colour, race, nationality or ethnic or national origin, under section 54 of the Race Relations Act 1976 and section 120 of the Equality Act 2010;

10.1.11 any claim for direct or indirect discrimination, harassment or victimisation on grounds of sexual orientation under Regulation 28 of the Employment Equality (Sexual Orientation) Regulations 2003 and section 120 of the Equality Act 2010;

10.1.12 any claim for direct or indirect discrimination, harassment or victimisation on grounds of religion or belief under Regulation 28 of the Employment Equality (Religion or Belief) Regulations 2003 and section 120 of the Equality Act 2010;

10.1.13 any claim for direct or indirect discrimination, harassment or victimisation on grounds of age under Regulation 36 of the Employment Equality (Age) Regulations 2006 and section 120 of the Equality Act 2010;

10.1.14 any claim for direct or indirect discrimination, harassment or victimisation on grounds of disability and any claim for breach of the duty to make reasonable adjustments under section 17A of the Disability Discrimination Act 1995 and section 120 of the Equality Act 2010;

10.1.15 any claim for disability-related discrimination under section 17A of the Disability Discrimination Act 1995 and for discrimination arising from disability under section 120 of the Equality Act 2010;

10.1.16 any claim of combined discrimination under section 120 Equality Act 2010;

10.1.17 any claim under any provision of directly applicable European law.

11. SETTLEMENT

11.1 The Employee agrees that the terms of this Agreement are in full and final settlement of:-

11.1.1 the claims set out in Clause 10.1;

11.1.2 the following additional claims against the Company, any Associated Company or any of its or their respective present or former officers, directors, shareholders, employees or workers:- (a) wrongful dismissal; (b) breach of contract; (c) breach of trust and confidence or of any other implied term, in connection with the employment or the provision of any other benefit or potential benefit to the Employee (whether contractual or not); (d) a claim for a bonus; (e) a claim in respect of liability for a breach of the Protection from Harassment Act 1997; (f) a claim for compensation under section 13 of the Data Protection Act 1998;

11.1.3 any other claims of whatever nature which the Employee has or may in the future have, in any jurisdiction against the Company, any Associated Company or any of its or their respective present or former officers, directors, shareholders, employees or workers arising out of or connected with the Employee's employment by the Company or any Associated Company, and/or its termination whether such claims arise at common law, under statute, European law or otherwise, whether they fall within the jurisdiction of an employment tribunal, court or other competent tribunal and whether or not any such claims exist or are known to or contemplated by the parties or are recognised by law at the date of this Agreement.

11.2 This settlement does not cover any claim in negligence for personal injury (including industrial disease) of which the Employee is unaware of at the date of this Agreement, neither does it cover any pre-existing and notified claim or any claim in respect of pension rights accrued at the Termination Date.

Clause 10 and Clause 11:  These clauses are your employer’s protection against any claim you may attempt to bring after signing the agreement. These clauses in effect stop you from making any legal claim arising out of your employment after signing. These clauses list every conceivable claim. Only a few will be relevant to you.  Clause 11.2 states that you will still have the right to bring a claim related to negligence on the part of your employer that has caused you personal injury or industrial diseases that they are not aware of at the time of signing the agreement.  You can also continue with any personal injury claim against your employer that you have already instigated or notified them of.  Finally, you are also still able to bring a claim in respect of your pension up to the end of your period of employment with your employer.

12. INDEPENDENT LEGAL ADVICE

12.1 The Employee warrants that, in accordance with the legislation governing Settlement agreements:

12.1.1 the Employee has taken independent legal advice from the Qualified Lawyer as to the terms and effect of this Agreement and in particular its effect on the Employee's ability to pursue the Employee's rights before an employment tribunal; and

12.1.2 the Qualified Lawyer has advised the Employee that they are a Solicitor holding, both at the date of this Agreement and at the date the said advice was given, a current practising certificate and that there is currently in force and was at the time the said advice was given a contract of insurance covering the risk of a claim by the Employee in respect of loss arising in consequence of the said advice.

12.2 The Employee shall procure that the Qualified Lawyer delivers the Adviser's Certificate to the Company's Solicitors.

Clause 12: This states that you must be advised by an independent legal advisor with regard to your settlement agreement and they must have legal insurance and a current practising certificate. This independent legal advisor will liaise with your employers solicitor to sign off the agreement.

12. INDEPENDENT LEGAL ADVICE

12.1 The Employee warrants that, in accordance with the legislation governing Settlement agreements:

12.1.1 the Employee has taken independent legal advice from the Qualified Lawyer as to the terms and effect of this Agreement and in particular its effect on the Employee's ability to pursue the Employee's rights before an employment tribunal; and

12.1.2 the Qualified Lawyer has advised the Employee that they are a Solicitor holding, both at the date of this Agreement and at the date the said advice was given, a current practising certificate and that there is currently in force and was at the time the said advice was given a contract of insurance covering the risk of a claim by the Employee in respect of loss arising in consequence of the said advice.

12.2 The Employee shall procure that the Qualified Lawyer delivers the Adviser's Certificate to the Company's Solicitors

Clause 12: This states that you must be advised by an independent legal advisor with regard to your settlement agreement and they must have legal insurance and a current practising certificate. This independent legal advisor will liaise with your employers solicitor to sign off the agreement.

13. WARRANTIES

13.1 The Employee further warrants that:

13.1.1 before receiving the advice referred to in Clause 12.1.1, the Employee disclosed to the Qualified Lawyer all facts or circumstances relating to the Employee's employment and its termination that may give rise to a claim against the Company, any Associated Company or any of its or their respective present or former officers, shareholders, employees or workers;

13.1.2 the Employee is not aware of any claims or circumstances which have given or might give rise to any claims including any claim for personal injury and/or industrial disease against the Company, any Associated Company or any of its or their respective present or former officers, directors, shareholders, employees or workers, arising out of or connected with the Employee's employment and/or its termination, other than those specified in Clause 11.1.1 and 11.1.2 of this Agreement which are the only claims the Employee has;

13.1.3 the Employee has not commenced any proceedings in any court, tribunal or otherwise in any jurisdiction against the Company, any Associated Company or their respective present or former officers, directors, shareholders, employees or workers in respect of any claim whatsoever and will not commence any such proceedings;

13.1.4 the Employee is not in breach of any duty the Employee may owe to the Company or any Associated Company, nor has the Employee acted in breach of the Employment Contract and there are no matters of which the Employee is aware relating to any acts or omissions by the Employee or any third party which, if disclosed to the Company, might affect its decision to enter into this Agreement.

13.2 The Employee acknowledges that the Company has entered into this Agreement in specific reliance on the warranties in Clause 13.1 and that such warranties are a condition precedent to the Company's obligations under this Agreement. Accordingly the Employee agrees that should the Employee breach any of those warranties and without prejudice to any other remedy the Company might have:

13.2.1 the Employee will repay to the Company the Termination Payment (less any tax deducted) immediately on written demand;

13.2.2 any benefits the Employee is entitled to receive from the Company whether pursuant to this Agreement or otherwise shall cease to be made available with immediate effect; and

13.2.3 the Company shall immediately be released from any continuing obligations under this Agreement.

Clause 13: This clause contains warranties which are fundamental to the agreement and should you be in breach of them, then your employer can in theory ask for any payments back. It requires that you give your legal advisor all the information with regard to your employment that he needs to know in order to advise you and sign the agreement on your behalf.  It also requires that you have not commenced any legal proceedings against your employer that they are not aware of. It requires that you have not breached your employment contract at any point or acted in a way that might affect your employers decision to provide you with the settlement agreement.

COMPLIANCE WITH LEGISLATION

The conditions regulating Settlement agreements under the Employment Rights Act 1996, the Equality Act 2010, the Working Time Regulations 1998, the Sex Discrimination Act 1975, the Race Relations Act 1976, Schedule 3A of the Disability Discrimination Act 1995, Schedule 4 of the Employment Equality (Sexual Orientation) Regulations 2003, Schedule 4 of the Employment Equality (Religion or Belief) Regulations 2003, the National Minimum Wage Act 1998, the Trade Union and Labour Relations (Consolidation) Act 1992, the Transnational Information and Consultation of Employees Regulations 1999 and the Information and Consultation of Employees Regulations 2004, Regulation 52(4)(a) to (e) of the European Public Limited Liability Company Regulations 2004, Schedule 5 of the Employment Equality (Age) Regulations 2006 and Paragraph 13 of the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 are satisfied. 14. THIRD PARTY RIGHTS 14.1 Section 1 of the Contracts (Rights of Third Parties) Act 1999 ("CRiTPA") shall apply to this Agreement but only to the extent that any Associated Company and/or any present or former officers, shareholders, workers or employees of the Company or any Associated Company (together the "Third Parties") shall be entitled to enforce in their own right the terms of Clauses 3.2, 9, 10.1 and 11. 14.2 In accordance with section 2(3)(a) of CRiTPA, the whole or any part of this Agreement may be rescinded or varied by agreement between the Employee and the Company without the consent of any of the Third Parties or of any other person who is not named as a party to this Agreement.

14. THIRD PARTY RIGHTS

14.1 Section 1 of the Contracts (Rights of Third Parties) Act 1999 ("CRiTPA") shall apply to this Agreement but only to the extent that any Associated Company and/or any present or former officers, shareholders, workers or employees of the Company or any Associated Company (together the "Third Parties") shall be entitled to enforce in their own right the terms of Clauses 3.2, 9, 10.1 and 11. 14.2 In accordance with section 2(3)(a) of CRiTPA, the whole or any part of this Agreement may be rescinded or varied by agreement between the Employee and the Company without the consent of any of the Third Parties or of any other person who is not named as a party to this Agreement.

14.2 In accordance with section 2(3)(a) of CRiTPA, the whole or any part of this Agreement may be rescinded or varied by agreement between the Employee and the Company without the consent of any of the Third Parties or of any other person who is not named as a party to this Agreement.

Clause 14: This is a technical clause but essentially every piece of legislation needs to be stated in writing to make it binding. 14.1 It also gives a third party power to enforce the agreement, for example if your employer is taken over. 14.2 states that this is a whole agreement so if it is not in the agreement, then it is not enforceable.

15. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all counterparts together shall constitute one and the same instrument.

Clause 15: This means that you can sign a copy and your employer can sign a different copy and it will be binding, i.e. it doesn’t have to be on the same copy.

16. LAW AND JURISDICTION

16.1 This Agreement shall be governed by and construed in accordance with English Law. 16.2 The parties submit to the exclusive jurisdiction of the English Courts and tribunals with regard to any dispute or claim arising under this Agreement.

16.1 This Agreement shall be governed by and construed in accordance with English Law.

16.2 The parties submit to the exclusive jurisdiction of the English Courts and tribunals with regard to any dispute or claim arising under this Agreement.

Clause 16: The agreement accords with and will be enforced under English Law.

17. DEFINITIONS

"Adviser's Certificate" means a certificate in the form attached as Schedule 1 to this Agreement, signed by the Qualified Lawyer advising the Employee; "Agreement" means the agreement between the parties contained herein; "Associated Company” means the Company’s ultimate parent undertaking and all undertakings which are ultimately owned or controlled by the ultimate parent undertaking of the Company for the time being; "Qualified Lawyer" means Neil Coombes of Neil Coombes Solicitor Limited, 25 Penistone Road, Fenay Bridge, Huddersfield, HD8 0AP.

18. GENERAL

18.1 In this Agreement:

18.1.1 a reference to any legislative provision includes any lawful amendment or re enactment of it; and

18.1.2 the headings are for convenience only and shall not affect its interpretation.

18.2 The Schedules to this Agreement form part of (and are incorporated into) this Agreement.

18.3 This Agreement sets out the entire agreement between the parties and supersedes all previous discussions, negotiations, agreements and arrangements (if any) whether oral or in writing and whether express or implied relating to the termination of the Employee's employment by the Company.

18.4 This Agreement, although marked "without prejudice" and "subject to contract" will when dated and signed by both parties and accompanied by the Adviser's Certificate become an open document evidencing an agreement binding on the parties.

18.5 Nothing in this Agreement shall be taken to prevent the Employee from making a protected disclosure as defined by the Public Interest Disclosure Act 1998.

18.6 The complete or partial invalidity or unenforceability of any provision of this Agreement for any purpose shall in no way affect:-

18.6.1 the validity or enforceability of such provision for any other purpose;

18.6.2 the remainder of such provision; and/or

18.6.3 the remaining provisions of this Agreement.

Clause 18: This is a summary of much of what has already been stated. However, 18.4 states that even though the agreement is marked ‘without prejudice’ which usually means it is a proposal only; once signed will become binding.  18.5 states that you will retain the right to bring any legal action under the Public Interest Disclosure Act 1998 this relates to ‘whistle blowing’; so if you wished to bring action in this regard, then you are still able to do so.

SCHEDULE ONE ADVISER'S CERTIFICATE

To: Phillipson (UK) Limited
Highgrove Gardens
Coventry
CV3 6PQ

Dear Sirs
Re: David Williams

I refer to the terms of the Settlement Agreement dated 29th April 2015 between my client David Lee Williams ("my Client") and Caldwell Hardware (UK) Limited (the "Company") and which has today been signed by my Client. I hereby certify that:

19. I am a Solicitor, holding now and at all relevant times a current practising certificate.

20. Before the said Settlement Agreement was signed I advised my Client on the terms and effect of the Settlement Agreement and in particular its effect on his ability to pursue his rights before an employment tribunal.

21. At the time I gave the advice there was in force a contract of insurance covering the risk of a claim by my Client in respect of loss arising in consequence of such advice.

22. I am a relevant independent adviser within the meaning of the legislation governing Settlement Agreements. I am not acting for or employed by the Company, any associated employer or any person connected with the Company as those terms are defined by the governing legislation.

Yours faithfully

Signed ……………………………………. (signature of legal representative)

Dated …………………………………….

Schedule 1 is the certificate signed by your legal advisor to state that they have discussed the agreement with you and advised you in detail of its meaning and impact on you.  It also states that they are qualified and insured to have given you legal advice in this regard.

SIGNED by or on behalf of the parties on the date which first appears in this Agreement.

SIGNED by Barry Moore Duly authorised for and on behalf of the Company...............................................................................

SIGNED by David Lee Williams the Employee ………………………………………… ………………………………………….

This is where you sign to say that you accept the agreement.