Free Settlement Agreement Template

BACKGROUND AND TERMINATION

The Employee has been employed by the Employer as Senior Software Engineer in the Platform Engineering department since 2019-03-01 under a contract of employment. The parties have agreed that the Employee's employment will terminate by reason of redundancy (ERA 1996 s.139) on 2026-05-31 (the "Termination Date"). Background: Following a strategic review completed in February 2026, the Platform Engineering headcount is reducing from 14 to 10 roles, leading to four redundancies in this pool. The parties agree that the Employee's role has been selected for redundancy following a fair selection process.. The parties acknowledge that the negotiations leading to this Agreement were conducted as "protected conversations" within ERA 1996 s.111A and (where appropriate) on a without-prejudice basis; nothing said or written in those negotiations is admissible in any proceedings (save in the limited circumstances where s.111A(4) or the "improper behaviour" exception applies).

SETTLEMENT PAYMENTS

In consideration of the Employee entering into this Agreement and complying with its terms (the undertakings in clauses 3 to the end being expressly stated to be in consideration of these payments), the Employer shall pay to the Employee the following sums:

• Ex-gratia compensation for loss of office (inclusive of statutory redundancy pay of £4,500; first £30,000 tax-free under ITEPA 2003 ss.401-403): £28,000.00
• Payment in lieu of notice (PENP — taxable in full as earnings under ITEPA 2003 ss.402A-402E): £6,200.00
• Accrued but untaken holiday pay (taxable as earnings under PAYE): £1,850.00
• Outstanding bonus / commission (taxable as earnings): £2,500.00
• Employer contribution to Employee's reasonable legal fees (paid direct to adviser's firm + VAT where applicable; treated as for the sole purpose of advice on this Agreement per HMRC ITEPA 2003 s.413): £750.00
• Total payable (gross): £39,300.00

All sums shall be paid to the Employee by BACS into the Employee's nominated bank account on or before 2026-06-14, subject to applicable statutory deductions.

INDEPENDENT LEGAL ADVICE AND S.203(3) CONDITIONS

The Employee confirms that prior to entering into this Agreement they received independent legal advice from Sarah Emily Mitchell of Mitchell Employment Law Solicitors (the "Adviser") as to the terms and effect of this Agreement, and in particular its effect on the Employee's ability to pursue any complaint before an Employment Tribunal or any other court. The Adviser is a solicitor who holds a current practising certificate (a qualified lawyer within ERA 1996 s.203(4)(a)). The Adviser's professional regulator is Solicitors Regulation Authority (SRA) (registration / reference number 512837). There is in force, and was in force when the advice was given, a contract of insurance (or indemnity provided for members of a profession or professional body) covering the risk of a claim by the Employee in respect of loss arising in consequence of the advice, in satisfaction of ERA 1996 s.203(3)(d)-(e). The Adviser has signed the certificate at Schedule 1 (the Adviser's Certificate). The parties confirm that the conditions regulating settlement agreements in section 203(3) of the Employment Rights Act 1996 and in the mirror provisions (including Equality Act 2010 s.144, Working Time Regulations 1998 reg 35, TULRCA 1992 s.288) are satisfied in relation to this Agreement.

FULL AND FINAL SETTLEMENT — WAIVER OF CLAIMS

In consideration of the payments and other benefits under this Agreement, the Employee agrees that this Agreement is accepted in full and final settlement of any and all claims, complaints, proceedings or rights of action (whether actual or prospective, known or unknown, and arising under contract, tort, statute or otherwise) which the Employee has or may have against the Employer, any Group Company, or any of their respective officers, employees, workers, agents or shareholders, arising out of or in connection with the Employee's employment, its termination, or otherwise (the "Settled Claims").

Particular proceedings / complaints covered (ERA 1996 s.203(3)(b)): unfair dismissal (ERA 1996 s.94); wrongful dismissal; statutory redundancy pay (ERA 1996 s.135); unlawful deductions from wages (ERA 1996 s.13); age and sex discrimination (Equality Act 2010 ss.13-19); equal pay; breach of Working Time Regulations 1998 (annual leave); protected disclosures (ERA 1996 Part IVA). Each particular complaint is identified here so that the waiver satisfies ERA 1996 s.203(3)(b) as interpreted in Hinton v University of East London [2005] EWCA Civ 532.

Claims NOT waived (carve-outs): accrued pension rights (Apex Stakeholder Scheme, policy no. ASS-2194); any claim to enforce this Agreement; any latent personal-injury claim of which the Employee is not aware; any entitlement under the criminal-injuries compensation scheme. In any event this Agreement does not waive: (a) the Employee's accrued rights in respect of pension; (b) any personal-injury claim of which the Employee is not, and could not reasonably be, aware at the date of this Agreement (other than stress / psychiatric injury arising from the employment, to the extent the Employee is aware of such injury); (c) any claim to enforce the terms of this Agreement itself; and (d) any entitlement under a criminal-injuries scheme.

TAX TREATMENT AND INDEMNITY

The Employer will make the PAYE/NIC deductions it is required by law to make from payments under this Agreement. It is treating the ex-gratia compensation element (less any PENP) as falling within the £30,000 exemption in ITEPA 2003 ss.401-403. The Employee acknowledges that the tax treatment of each payment, in particular the PENP calculation under ITEPA 2003 ss.402A-402E, has been reviewed by the Adviser. The Employee shall keep the Employer indemnified on demand against any income tax, National Insurance contributions, interest and penalties (but not including any professional fees, penalties arising from the Employer's delay in settlement, or the Employer's Class 1A NIC liability on the excess over £30,000) payable to HMRC by the Employer in respect of the payments under this Agreement which should have been paid via PAYE/NIC deductions but were not. The Employee's aggregate liability under this indemnity is capped at the gross settlement sum actually received under clause 2. The Employer will notify the Employee in writing of any demand from HMRC and will give the Employee reasonable opportunity to comment before settling or contesting it.

CONFIDENTIALITY

Each party undertakes that it will (and, in the case of the Employer, it will procure that its officers, employees and professional advisers will) keep the existence and terms of this Agreement and the circumstances surrounding the termination of the Employee's employment confidential. Neither party will disclose any such matter to any third party save: (a) to immediate family (under a duty of confidence); (b) to legal, tax or financial advisers; (c) as required by law, a court of competent jurisdiction, a regulatory authority or HMRC; (d) to comply with the Employee's duty to provide accurate information on any occupational-pension, insurance or mortgage application; (e) to make a protected disclosure under Part IVA of the Employment Rights Act 1996; or (f) with the other party's prior written consent. Nothing in this clause shall prevent the Employee from reporting a criminal offence or disclosing information to a regulator.

NON-DEROGATION / NON-DISPARAGEMENT

Each party undertakes not to make (and, in the case of the Employer, will procure that its directors and senior managers do not make) any statement about the other party which is derogatory, disparaging or inconsistent with the agreed reference or announcement, save as required by law, court, regulator or HMRC, or in the course of a protected disclosure under ERA 1996 Part IVA.

REFERENCE AND ANNOUNCEMENT

The Employer shall, on receipt of a written request from a bona-fide prospective employer, provide a reference in the terms set out below (the "Agreed Reference"), which shall not be departed from save to the extent required to comply with any legal or regulatory obligation or if so doing would give a materially misleading impression:

We confirm that Michael Green was employed by Apex Solutions Ltd as Senior Software Engineer from 1 March 2019 to 31 May 2026. He left on good terms by reason of redundancy. Any further information is available on request by a bona-fide prospective employer.

Internal / external announcement: The parties agree that any announcement regarding the Employee's departure will be in the following terms: Michael Green has decided to pursue new opportunities. We thank him for his seven years of outstanding contribution to Apex Solutions and wish him every success..

POST-TERMINATION OBLIGATIONS

The post-termination restrictive covenants in the contract of employment (including confidentiality, non-compete, non-solicitation and non-dealing obligations) continue to apply in full following the Termination Date. The Employee reaffirms those covenants and, for the avoidance of doubt, acknowledges that the consideration under this Agreement also supports them under Tillman v Egon Zehnder [2019] UKSC 32. Non-solicitation / non-dealing: The Employee shall not, for 6 months from the Termination Date, directly or indirectly solicit or deal with any client or prospective client of the Employer with whom the Employee had material dealings in the 12 months before the Termination Date, nor solicit any employee of the Employer in a senior role to leave. Confidentiality: The Employee's contractual and common-law confidentiality obligations continue in full, protected additionally by the Trade Secrets (Enforcement, etc.) Regulations 2018.

GARDEN LEAVE ARRANGEMENTS

The Employee acknowledges that the Employee has been / will be on garden leave as follows: From 18 April 2026 to the Termination Date on 31 May 2026, on full basic pay and benefits. During garden leave the Employee remains employed and bound by all contractual obligations (including loyalty and confidentiality) but is not required to attend work or undertake duties. The Employer may require the Employee to take accrued and unused holiday during garden leave.

RETURN OF EMPLOYER PROPERTY AND INFORMATION

By the Termination Date, the Employee shall return to the Employer all Company property and any confidential information in the Employee's possession or control (including hard-copy and electronic records, and information on personal devices which shall be deleted under supervision). Specific items: Dell XPS 15 laptop (asset tag APX-LAP-1182), iPhone 14 (IMEI 354891267843001), access card (#1182), Amex corporate card (-7429) — to be returned by 18 April 2026.

DATA PROTECTION

Each party shall comply with the UK GDPR and the Data Protection Act 2018. The Employer will process the Employee's personal data in connection with this Agreement and the administration of final payments, references and records under Art.6(1)(b), (c) and (f) UK GDPR and, where the processing includes health data, Art.9(2)(b) UK GDPR read with DPA 2018 Sch 1 Pt 1 para 1. The Employee's records will be retained in accordance with the Employer's Data Retention Policy. The Employee may exercise their data-subject rights (access, rectification, erasure, restriction, portability, objection) by writing to the Employer's Data Protection Officer.

PROTECTED DISCLOSURES (WHISTLEBLOWING)

Nothing in this Agreement, including the waiver or the confidentiality and non-derogation clauses, prevents the Employee from making a protected disclosure under Part IVA of the Employment Rights Act 1996 (whistleblowing), reporting any criminal offence, cooperating with a criminal investigation, disclosing information to a regulatory body, or from bringing a claim to enforce this Agreement or for latent personal injury of which the Employee is not aware.

ENTIRE AGREEMENT, SEVERANCE AND THIRD-PARTY RIGHTS

(a) This Agreement (and any document referred to in it) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all previous agreements.
(b) No variation of this Agreement is effective unless in writing and signed by or on behalf of both parties.
(c) If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the other provisions is not affected; the parties will negotiate in good faith to replace the offending provision with one having the nearest lawful equivalent effect.
(d) Save that a Group Company of the Employer may enforce the benefit of clauses 3 (full and final settlement) and the confidentiality / non-derogation clauses, a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim (save that employment-related claims may be brought in the Employment Tribunal to the extent not waived by this Agreement).