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LEAVER FACING SHEET (except vr)
Susan Crichton REASON Compromise
Agreement
00135142 BOA 04.07.2010
OFFICE Director of Corporate “LDOS S013 y
i _ Services
"GRADE RemCo NINO WeEs54039C
DOB 12.03.1958 I WKLYHAS al —
UPENSION DC Pian [DATE JOINED SCHEME
Annual leave .
DATE I AMOUNT
[HRSAP DATE TERMINATED 1% 71 COMP /MED v To.
11 SEV 201,204 -&0 Aad Ose.
EXCEL SHEET PR/1i PAY IN LIEU — ATER P45
CHECK INFOTYPE 14 & 15 , EXCESS TRAV
fpp 442 Cars 45 House 40 STL Hi
Check 15 2662, 2166 BUYDOWN PURCHASE OF
CVIT Check TXT on NDA/ AL -377 ~~
intermittent Allow (even if ceased)
Check infotype 70 Court orders
inform Eileen Almond if any.
GIFT /VAL LET ....years (on excel)
ANNUAL LEAVE
Days/Hrs
Leaver Input By
& Date
100% Buddy
Check
SAP/PAYMENTS
CHECK INFOTYPE 19 I
TRIAL REPORT / CIT LICENCE
CHECK INFOTYPE 2001
~
~.
MEDICAL PAYMENTS ON HRSAP = EXCEL i
DSS (RD561) IMM / DEF FS Leavers — Email HR People
IMMEDIATE PENSION P4781 Changes to Notify of details inc
PREPARE / PRINT /EMAIL LDOS
(with attachments for bank details/vol
deductions/tax code/home address)
DEF PENSION (P4871) I End date infotype
PREPARE / PRINT / EMAIL I 105 sty 10 & sty i
Mail (do not end
L i date sty0001)
L SENT REC.
NOTICE LETTER COPY RECEIVED — 28/19
RESIGNATION LETTER By email/ letter rec ne
VOL RES ACKNOWLEDGEMENT & QUESTIONNAIRE —
LEAVERS CHECKLIST to Mrs Paula Anne
Vennells Hf. A ce
OFFICIAL SECRETS P31
DEATH IN SERVICE DIS FORM & BAL PAY.
I SENIOR MANAGERS: CHECK FOR CAR DETAILS / HEALTHCARE / BONUS SCHEMES
{LTIP ETC) - ADVISE APPROPRIATE TEAM OF ANY CHANGES ~ CONFIRM
ADDITIONAL LTIP BONUS PAYMENTS VIA REWARD MANAGER
LATE LEAVERS — IN ALL PENSION CASES EMAIL DETAILS OF LATE LEAVERS TO
PENSION DATA MAINTENANCE TO ADVISE
ALL OVERPAYMENTS TO BE RECORDED ON OUTSTANDING OVERPAYMENTS
SPREADSHEET
www.postoffice.co.uk
Document Title op Bate Ieued... 4... Review Date Author... Lacatlon Stored
Leaver facing . - 0B AUG 2013 ences 1 Aug 2016 Chris Bates Sor.
sheet {except VR}
mail merge
POL00104258
POL00104258
POST OFFICE - CONFIDENTIAL
Employee Departure Concurrence
Termination by Mutual Agreement
Susan Crichton
j3S 142
Tent Re General Counsel
“Last day of Service =I 30 November 2013
[Gontract. I EMCO
Final Salary £185,000
“Bonus /LTIP 30/35
Additions (eg car allowance) I 7,700
nS I 25% supplement cash = £46,250
Yes
Pension Sch
I Fay Healey
I 2) Pension Calculation - anly applicable for VR aaa P&OS to complete
‘Date of Entry I Jan 2010 I Date of Birth TN
i : i
[Feats tices
Age @ LDOS Service @ 3 yrs 10
Loos mnths
3.1 - Salary History (last 24 months) _
‘Date I Salary —_I_ Reason for increase
3.2. Exit Headlines : eg compensation, performance pay, pension arrangements.
# 12 months base pay contractual notice
e Outplacement support with CDL, deferred for up to 12 months
* Legal advice to be provided
© To be treated as a good leaver under the LTIP scheme 11/12 & 12/13
® Additional compensation of £20k in lieu of STIP entitlement for 13/14
RemCo Severance Request Date Printed: Tuesday, 24 September 2013
Page 1 of 2
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POST OFFICE - CONFIDENTIAL
4) Compensation Package
Element Proposed Standard Terms
Amount / Cost
(€)
Notes
Compensation I £201,204.80
Comp agreed £205k. Reduced by
additional cost of legal fees + VAT
Tax free up to £30k
Note termination payment to be
_ made following the issue of the P45
PILON
POL NA
I Healthcare . Cease on 30/13/2013
Benefits
Outplacement I £8,000 plus Standard Director
£1,600 VAT Arrangements with CDL .
Legal Fees £4171 plus Independent legal advice I PO contribution to legal advice
£834.20 VAT required as exit through I £1,000 residual being deducted
a compromise from SC comp agreement
agreement,
Other (specify)
Estimated £213,375.80
Total plus
£2434.20 VAT
5.1) Preparation
Case Prepared by I Fay Healey
I McCasuland, Virginia Holmes é & Alice Perkins
I 5.2) RemCom Concurrence - terms agreed by correspondence 15 September 2013 with Neil
5.3) Financial Concurrence
Authorised by Alwen Lyons. Cornpany Secretary on Behalf of RemCom
I Date aie Seok 208 .
Authorised by Chris Day
5.4) Business Concurrence
Authorised by Paula Vennells
RemCo Severance Request
Date Printed: Tuesday, 24 September 2013
Page 2 of 2
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WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
Susan Crichton
Dear Susan
1am writing to confirm the terms on which it has been agreed that your employment with Post
Office Limited (the Company) will terminate.
i Your employment with the Company will terminate on 30 November 2013 (the
Termination Date). Between now and the 30 October 2013 you will continue to
perform your normal duties. Between 1 November 2013 and the Termination Date
you will not be required te attend work and will be placed on garden leave. During any
such garden leave period you may be required to perform some specific work. Should
you fail to do so or if you are guilty of any misconduct or serious negligence prior to
the Termination Date, then the terms set out in this Agreement shall cease to have
effect and you will have no entitlement to the sums set out in Clause 7 below however
the remainder of the terms of this Agreement shall continue to have effect. You will
continue to receive your salary and benefits including any private medical care up to
the Termination Date, but you will not be entitled to receive any pay increases, which
are awarded between the date of this Agreement and the Termination Date.
2. You and the Company agree that your entitlements under your contract of
employment with the Company shall cease with effect from the Termination Date and
that you shall have no further entitlement to any benefits and entitlements except as
set out in this Agreement In particular you acknowledge and agree that save as
expressly provided in this Agreement, you have no claim for or entitlement to,
payment for or payment in lieu of untaken holiday or by way of a bonus, commission,
profit-sharing or other incentive payment or for shares pursuant to the holding or
Joss of any right under or in connection with any Employees' Share Scheme (or similar)
against the Company and/or the Group or any person connected te it.
3. Should you incur any legitimate business expenses before the Termination Date you
will submit your expenses claim form for those outstanding expenses before the
Termination Date to your line manager, which will then be processed and paid in the
usual way. No expenses incurred or submitted after the Termination Date will be
reimbursed unless specifically authorised in advance.
4. You will be required to take any outstanding leave during the period between now and
the Termination Date and you will not be entitled to any payment in lieu of untaken
holiday, other than as specifically provided for in this Agreement or as required by
law. The Company will not unreasonably refuse to grant any requests to take accrued
holiday during the period between now and the Termination Date.
§. You undertake that on or before the Termination Date you will return to the Company
any and all property of the Company in your possession or under your control
including, without limitation, keys, uniform, security pass, mobile phone, blackberry
or laptop computer and any other business equipment or property of or relating to
the business of the Company and to any Group companies. You also undertake to
provide the Company with any passwords or access codes for any Company property
and agree to delete any Company information from any personal electronic
equipment.
6. if you are a member of the Royal Mail Defined Contribution Plan, you will within two
months of the Termination Date receive an outline of the options available to you for
dealing with your benefits.
7. Provided that you comply with your obligations under this Agreement:
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7.1 The Company will within 28 days after the Termination Date or receipt of fully
executed agreement and independent advisor's certificate (whichever Is latest)
pay you the sum of £201,204.80 (the Termination Payment) as compensation for
RO ithe termination of your employment. Your P45 will be Issued within 7 dayjafter-
7.2 The first £30,000 of the Termination Payment will be paid without deduction of i gRo!’
tax or national insurance contributions in accordance with section 403 Income I i
Tax (Earnings and Pensions) Act 2003. The balance over £30,000 will be paid
after deduction of tax as required by law. You will be responsible for accounting
to HMRC for any balance of tax due.
7.3 The Company will provide you with the benefit of the standard executive package of
career transition support with CDL Consulting Ltd. The parties understand that such
outplacement counselling can be provided free of tax in accordance with section 310 of
the Income Tax (Earnings and Pensions) Act 2003.
7.4 The Company will regard you as a “good feaver" under the terms of the
Company's LTIP scheme for the years 2011/12 and 2012/13. Any such payment
will be made according to the appropriate timescale for the scheme and will be
subject to the required statutory deductions.
8 You agree fully and properly to indemnify and keep indemnified the Company against
any demand for tax (including without limitation income tax and employee national
insurance contributions) which may become payable arising from the payments and
arrangements set out in this Agreement or arising from the termination of your
employment with the Company and any interest, costs, penalties, damages or
expenses which the Company may incur in connection with any such demand save
those arising out of the Company's own fault, provided always that before the
Company meets any such liability it shall first:
a) Notify you promptly in writing of any relevant assessment or demand; and
b) Afford you a reasonable opportunity to challenge the relevant assessment or
demand by the HMRC and give you all reasonable co-operation in making
such a challenge.
This indemnity shall not apply to any tax or national insurance contributions already
deducted from any sums already paid to you by the Company.
3 You agree that the Company may deduct from your salary or any other monies
payable to you by the Company (including payments in accordance with this
Agreement) any monies owed by you to the Company finduding, but not limited to,
house purchase loans or excess fares paid in advance). in the event that any monies
owing to the Company are not recovered in this way, you will pay any such
outstanding amounts to the Company on demand. in addition you will repay on
demand to the Company any overpayments made to you as a result of the processing
of payments in accordance with this Agreement. Failure to settle any demand within
28 days will result in the Company taking appropriate action to recover any monies
outstanding.
10 10.1 The Company will promptly, upon request, provide a written reference for you in
the terms set out in Schedule 1 and will deal with any oral enquiries in a
manner consistent in tone and content as long as reference requests are
addressed to Fay Healey (or her successor).
10.2 On the signing of this agreement the Company will publish an internal
announcement in the terms set out in Schedule 2.
10.3 The Company will allow you to retain your mobile telephone number
ind will provide you a portal authorisation code to allow you to
affect this transfer to a privately arranged mobile telephone provider.
i You agree that the arrangements set out in this Agreement shaif be in full and final
settlement of:
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11.1 all claims known to you at the time of entering this Agreement,
11.2 all other common law and/or claims under contract unknown te you at the
time of entering the Agreement; and
11.3 all other statutory claims and/or rights of action unknown to you at the time
of entering the Agreement that you have or may have at the date of this
Agreement against the Company and any Group companies or any of its or
their employees, officers or directors arising directly or indirectly from your
employment by the Company or the termination thereof, including but not
limited to the following:
a) any claim for unfair dismissal, under the Employment Rights Act 1996;
b) any claim in relation to the right to a written statement of reasons for
dismissal under the Employment Rights Act 1996;
<) any claim for a statutory redundancy payment, under the Employment
Rights Act 1996;
d) any claim in relation to an unauthorised deduction from wages, under the
Employment Rights Act 1996;
e) any claim for an unlawful detriment, under the Employment Rights Act
1996 or 5.56 Pensions Act 2008;
f) any claim in relation to failure to provide employment particulars, under
the Employment Rights Act 1996;
g) any claim in relation to guarantee payments, under the Employment Rights
Act 1996;
h) any claim in relation to Sunday working for shop and betting workers,
under the Employment Rights Act 1996;
i) any claim for Statutory Sick Pay;
3} any claim in respect of a breach of the Working Time Regulations 1998;
k) any claim for unlawful direct of indirect discrimination, victimisation or
harassment under the Sex Discrimination Act 1975;
1) any claim for equal pay under the Equal Pay Act 1970;
m.
any claim for unlawful direct or indirect discrimination, victimisation or
harassment under the Race Relations Act 1976;
n) any claim for unlawful direct discrimination disability-related
discrimination, a failure to make reasonable adjustments, victimisation or
harassment under the Disability Discrimination Act 1995;
9) any claim for unlawful direct or indirect discrimination, victimisation or
harassment under the Employment Equality (Sexual Orientation)
Regulations 2003;
p) any claim for unlawful direct or indirect discrimination, victimisation or
harassment under the Employment Equality (Religion or Belief} Regulations
2003;
4g) any claim for wrongful dismissal, unpaid bonus or any claim for breach of
any express or implied terms of your contract of employment;
any claim under the Transnational information and Consultation of
Employees Regulations 1999;
5) any claim in relation to failure to comply with the obligations under the
Information and Consultation of Employees Regulations 2004:
1) any claim in relation to the obligations to elect appropriate representatives
or inform and consult or any entitlement to a protective award, under the
Transfer of Undertakings (Protection of Employment) Regulations 2006;
u) any claim for remuneration for the protected period following the making
of a protective award by an employment tribunal under the Trade Union
and fabour Relations (Consolidation) Act 1992;
v) any claim in relation to the national minimum wage under the National
Minimum Wage Act 1998;
w)
any claim in respect of a protected disclosure under the Employment
Rights Act 1996 and Public Interest Disclosure Act 1998;
x) any claim under the Employment Act 2002;
y) any claim for failure to comply with obligations under the Employment Act
2002 (Dispute Resolution) Regulations 2004;
2) any claim for less favourable treatment on the grounds of part-time status
under the Part-Time Workers (Prevention of Less Favourable Treatment)
Regulations 2000;
aa) any claim for fess favourable treatment on the grounds of fixed-term
status under the Fixed Term Employees (Prevention of Less Favourable
Treatment} Regulations 2002;
bb) any claim for failure to comply with obligations under the Occupational
and Personal Pension Schemes (Consultation by Employers and
Miscellaneous Amendment) Regulations 2006
ce) any claim for unlawful direct or indirect discrimination, victimisation or
harassment under the Employment Equality (Age) Regulations 2006;
dd) any claim in relation to maternity, paternity, adoption and parental rights
under the Maternity and Parental Leave etc Regulations 1999;
ee) any claim under Part VIIA of the Employment Rights Act 1996 (flexible
working);
ff} any claim for failure to comply with obligations under the Data Protection
Act 1998;
QQ) any claim under Part VI of the Employment Rights Act 1996 (time off work);
hh) any claim for pay in lieu of notice or damages for termination of
employment without notice or on short notice;
ii} any claim under Part Vit of the Employment Rights Act 1996 (suspension
from work);
Bi) any claims for under the Trade Union and Labour Relations (Consolidation)
Act 1992;
kk} any claim for breach of obligation under the Protection from Harassment
Act 1997;
i) any claim for failure to comply with obligations under the Human Rights
Act 1988;
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mm) any claim for personal injury about which you have or might reasonably
be presumed to have knowledge as at the date of signing this
Agreement;
nn) any claim under European Union Law;
00) any other claim under statute; or
pp) any claim for damages for breach of contract howsoever arising including
in respect of stigma;
qq) any other claim under common law;
sr) acomplaint under section 120 of the Equality Act 2010 relating to:
i. age discrimination or harassment related to age:
li. disability discrimination or harassment related to disability;
iii, gender reassignment discrimination or harassment related to
gender reassignment:
iv. marriage and civil partnership discrimination;
Vv. pregnancy and maternity discrimination or discrimination because of
the protected characteristic of pregnancy or maternity:
vi. race discrimination or harassment related to race;
vil. religious or belief-related discrimination or harassment related to
religion or belief;
vill. sex discrimination, harassment related to sex, or sexual harassment
under section 26(2);
ix. harassment under section 26(3) (less favourable treatment because
of a rejection of or submission to harassment related to sex, or
gender reassignment, or sexual harassment;
x. sexual orientation discrimination or harassment related to sexual
orientation; and
xi, victimisation.
ss) a complaint relating to a breach of an equality clause under the Equality
Act 2010;
tt) a complaint relating to a breach of an equality rule or non-discrimination
rule under the Equality Act 2010;
wy) any claim under the Agency Workers Regulations 2010.
together “the Employment Claims”.
11.4 You further agree that the arrangements set out in this Agreement shail be in
full and final settlement of all claims or rights of action that you have or may
have against Royal Mail Pensions Trustees Limited arising directly or indirectly
from your employment by the Company or the termination thereof, other than
those benefits to which you and anyone claiming through you are entitled on the
basis outlined in Clause 7. You agree fully and properly to indemnify and keep
indemnified the Trustee of the Royal Mail Pension Plan against any demand for
tax (including without limitation any tax arising under the Finance Act 2004
from exceeding your Annual and/or Lifetime Allowance in relation to any
5
pension benefits you may have including any benefits you may have in the Royal
Mail Pension Plan).
11.5 You further agree that in the event you exceed your Annual Allowance, and as a
result incur an Annual Allowance Charge under the Finance Act 2004, you will
not make use of the proposed “scheme pays” provisions (see sections 237A to
237F of the Finance Act 2004) to the extent that you will not make the scheme
administrator or the Royal Mail Pensions Trustees Limited jointly liable with you
for payment of the Annual Allowance Charge and accordingly you will meet in
full any demand for payment of any Annual Allowance Charge otherwise than
from deduction from your pension benefits.
11.6 Nothing in this clause 11 shall affect any personal injury claims which you are
unaware of as at the date of this Agreement or your accrued pension rights and
benefits or your rights to enforce the terms of this Agreement.
12 You further agree to refrain from instituting or continuing any such proceedings as
referred to in Clausel}.1 -11.5 against the Company or the Trustee of the Royal Mail
Pension Plan or its or their employees, directors or officers in an Employment Tribunal or
elsewhere (including but not limited to a complaint or dispute before the Pensions
Ombudsman).
13 You agree to make yourself available for an aggregate period of 7 days to, and to
cooperate with, the Company and/or Group or its advisers in any internal investigation or
administrative, regulatory, judicial or quasi-judicial proceedings. You acknowledge that
this could involve, but is not limited to, responding to or defending any Employment
Tribunal proceedings, regulatory or fega! process, providing information in relation to any
such process, preparing witness statements and giving evidence in person on behalf of
the Company. The Company shail reimburse any actual expenses incurred by you as a
consequence of complying with your obligations under this clause, including but not
limited to actual travel expenses and loss of earnings (if any), provided that such
expenses are approved in advance by the Company. For any period over and above the
aggregate 7 day period referred to above you will be reasonably compensated by the
Company at a rate to be agreed.
14 You hereby warrant to the best of your information and belief that:
14.1 as at the date of this agreement, there are no circumstances of which you are
aware or of which you ought reasonably to be aware which would entitle you to
bring a personal injury claim against the Company;
14.2 you have not committed any breach of any duty owed to the Company or any
Group company and have not done or failed to do anything amounting to a
breach of the Company's Code of Conduct, Company's Code of Business
Standards, nor any offence under the Bribery Act 2010, or anything amounting
to a repudiatory breach of the express or implied terms of your employment
with the Company or which, if it had been done or omitted after the execution of
this Agreement, would have been in breach of any of those terms;
14,3 at the date of signature of this Agreement you have not commenced
employment nor have you agreed to accept nor received any offer of
employment. For the purposes of this clause, the expression employment
includes a contract of service, a contract for services, any form of consultancy,
self-employment, partnership or any directorship. Any payment under clause 7
is conditional on this being so;
14.4 before signing this Agreement you received legal advice from Emma Bartlett of
Speechly Bircham (the independent Adviser) as to the terms and effect of this
Agreement and in particular its effect on your ability to pursue the rights
mentioned in Clause 11 of this Agreement before an Employment Tribunal;
14.5. the particular rights on which you obtained advice from the independent Adviser
are the Employment Claims arising under the Employment Legislation;
14.6 so far as you are aware, all the claims that you have or may have against the
Company and any Group companies under the Employment Legislation are
6
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referred to in Clause 11 above and there are not any facts or matters that might
give rise to a claim by you which you do not waive;
14.7 the independent Adviser advised you that there was in force at the time you
received the advice a contract of insurance covering the risk of a claim by you in
respect of any loss arising in consequence of that advice; and
14.8 the conditions regulating settlement agreements and compromise agreements
under section 77(4A) of the Sex Discrimination Act 1975 (in relation to claims
under that Act and the Equal Pay Act 1970), section 72(4A) of the Race Relations
Act 1976, section 288(2B) of the Trade Union and Labour Relations
(Consolidation) Act 1992, paragraph 2 of schedule 3A of the Disability
Discrimination Act 1995, section 203(3) of the Employment Rights Act 1996,
regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the
National Minimum Wage Act 1998, regulation 41(4) of the Transnational
information and Consultation etc. Regulations 1999, regulation 9 of the Part~
Time Workers (Prevention of Less Favourable Treatment) Regulations 2000,
regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable
Treatment) Regulations 2002, paragraph 2(2) of 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,
section 58 Pensions Act 2008, regulation 15 of the Agency Workers Regulations
2010 and paragraph 2(2) of schedule 5 of the Employment Equality (Age)
Regulations 2006 paragraphs (c) and (d) of section 147(3) of the Equality Act
2010 all as subsequently consolidated, modified or re-enacted from time to
time, are satisfied in relation to this Agreement.
15 You agree as a condition of this Agreement to procure that the Independent Adviser will
complete and sign the certificate below (to the effect that he or she is a relevant
independent adviser within the meaning of Section 203 of the Employment Rights Act
1996 and the similar provisions concerning compromise agreements in the other relevant
legislation referred to at Clause 14.8 above). Further you agree that the Company is under
no obligation to make the payments specified in Clause 7 if you are in breach of all or any
of the warranties referred to in Clause 4.
16 The Company will make a contribution of up to £4,171 plus VAT in respect of the
independent Adviser's fee for advising you on the terms and effect of and following
completion of this Agreement (the Legal Costs). That contribution will be paid direct to
the Independent Adviser within 45 days following receipt of an invoice addressed to you
but marked payable by Post Office Limited.
17 itis a fundamental term of this Agreement that:
17.1 the Termination Payment and the Legal Costs shail at all times be conditional on
you (or anyone on your behalf) complying with each and every term, condition or
warranty of this Agreement and/or refraining from issuing or pursuing any type
of employment related proceedings in respect of the Employment Claims and/or
any statutory claim or any contractual or common law claim (howsoever arising)
(with the exception of any claim for accrued pension rights or pension benefits,
or for personal injury except where the Employment Tribunal has jurisdiction)
against the Company, any Group company or its or their officers, employees or
shareholders, (and whether in an Employment Tribunal, the High Court, County
Court or otherwise); and
17.2 if you (or anyone on your behalf} subsequently breaches any such condition or
warranty of this Agreement, including but not limited to issuing or pursuing
such employment reiated proceedings in breach of this Agreement or if the
Company discovers any breach of its Code of Conduct or Code of Business
Standards or other repudiatory breach of the implied or express terms of your
employment with the Company, then the payments made under Clause 6
including but not limited to the Termination Payment and Legal Costs shall be
repayable by you to the Company forthwith on demand: and
20
2
22
23
24
25
26
27
28
29
17.3 the total sum shall be recoverable as a debt, together with all costs {including
fegal costs) incurred by the Company or any Group company (or any of its or
thelr officers, employees or shareholders, as applicable) in recovering the sum
and/or in relation to any proceedings so brought by you; and
17.4 the repayment provisions of this Clause 17 shall be without prejudice to the
Company's rights to seek further damages from you in respect of the breach
referred to in this clause and any other breach of this Agreement.
You acknowledge that the Company has relied on Clause 11, 14 and 17 in deciding to
enter into this Agreement.
Both you and the Company agree and accept that the Termination Payment reflects the
actual and likely financial damages sustained by the Company, arising from, and as a
result of, your breach of this Agreement.
Further and in the alternative, if any proceedings are instituted or continued by you, the
Termination Payment paid to you will be accepted as being made on account of and
applied towards any other award or damages or costs award which may be made in your
favour.
You and the Company agree to keep the facts, terms and circumstances of this Agreement
strictly confidential and not to disclose the same to any third party (other than
professional advisors and /or as required by law, and in your case, your immediate
family).
You agree that you will not make or publish nor cause to be made or published any
derogatory or defamatory comments about the Company or any of its officers or
employees. The Campany will use its best endeavours to ensure that none of its senior
officers makes or publishes or cause to be made ar published any derogatory or
defamatory comments about you.
This Agreement shall be governed by and construed in accordance with English law and
the parties submit to the exclusive jurisdiction of the English courts.
The terms of this Agreement contain the entire understanding between the parties and
supersede all, if any, subsisting arrangements, agreements and understandings, whether
written or oral relating to the termination of your employment. No variation of this
Agreement shall be binding on any party hereto unless and to the extent that the same is
recorded in a written document executed by all parties hereto.
Nothing in this Agreement is intended to confer on any person any right to enforce any
term of this Agreement, which that person would not have had but for the Contracts
(Rights of Third Parties) Act 1999.
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 independent Adviser’s certificate signed by the Adviser it will become
an open and binding agreement between the parties.
This Agreement is made and the consideration set out above is given without any
admission of liability whatsoever by the Company.
You acknowledge that the post termination restrictions in clause 20 of your contract of
employment with the Company dated 16 September 2009 will continue to apply after the
Termination Date save to the extent that the 3 month term referred to in clause 20.1 is
reduced to 1 month and the only companies or organisations to which clause 20.1 will
apply are Royal Mail Group Ltd and the Bank of Ireland and all or any of their Group
companies and the 6 month period referred to in clauses 20.2 -20.5 will be reduced to 4
months.
You acknowledge that notwithstanding the termination of your employment you continue
to have a duty of confidentiality to the Company and Group companies and that this
means that you must not disclose or communicate to any person or use for your own
benefit or the benefit of any third party any confidential information concerning the
business and affairs of the Company and any Group companies which has come to your
8
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knowledge in the course of your employment (unless any such confidential information
enters the public domain other than through her default).
30 “Group” means Holding Companies, Subsidiaries and the Subsidiaries of any of Holding
Companies of the Company from time to time (Holding Company” and “Subsidiary”
having the meanings set out in section 1159 of the Companies Act 2006, and for the
purposes of section 1159(1) a company shall be treated as a member of another company
ift
{a) any of its subsidiaries is a member of that company, or
{b) any shares in that other company are held by a person acting on behalf of the
company or any of its subsidiaries; or
{c) its shares in that other company are registered in the name of a person (or its
nominee) whether by way of security or in connection with the taking of
security.)
If the terms of this offer are acceptable to you, to effect a binding agreement between you and
the Company please:
a) sign and date the enclosed duplicate of this letter; and
b) have the independent Adviser sign and date the Independent Adviser's Certificate
and return them both to me within 14 days of the date of this letter to the address given
below. If acceptance of this offer is not received by that date, it will expire without further
notice. “
cerely
I Fay Healey I
for and on behalf of Post Office Limited
148 Old Street
London
ECTV 9HQ
confirm my acceptance of the terms as set out in this Agreement IN WITNESS whereof this
Agreement has been signed on behalf of the Employer and the Group and executed and
delivered as a Deed by the Employee the day and year first below written
Executed and Delivered by a D:
by SUSAN CRICHTON
Employee
Dated Ly. §. }2
in the presence of:
iwamey Eran Bayt (sdictey
Signature: GRO I wes .
Address:
a
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INDEPENDENT ADVISER'S CERTIFICATE
{ hereby certify that:
1 tam a relevant independent adviser as defined in the Agreement between Susan
Crichton and Post Office Ltd to which this certificate is attached;
2. {have given advice as to the terms and effect of the annexed Agreement to Susan
Crichton and in particular upon its effect on her ability to pursue her rights under the
legislation referred to in Clause 1? before an Employment Tribunal;
3. lam not acting (and have not acted) for Post Office Ltd or any associated employer in
relation to this matter, and
4. There was in force at the time I gave that advice a contract of Insurance covering the
risk of a claim by Susan Crichton in respect of loss arising in consequence of my
advice,
Signed ..
Emma Bartlett
Dated 2h .. September 2013
10
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Schedule 1
Reference
Susan Crichton was employed by Post Office Utd from January 2010 until November 2013.
During her time with the business she has seen her areas of accountability broaden.
Throughout her career she has held a position on the Post Office Executive Team and
currently reports to Paula Vennells, the Chief Executive.
Susan's appointment as Legal & Compliance Director in 2010 was the first in house legal role
within the Post Office. She took on accountability for setting the business Legal, Risk &
Compliance strategy and for the management of a team of lawyers within Royal Mail Group as
well as a fledgling Post Office Compliance team.
Susan has grown the capability and capacity of those teams as well as reducing the overall
cost of legal advice to the business. She has raised the profile of Risk & Compliance and the
value delivered to the business.
During 2012 Susan took on accountability for Security (covering Internal & External
investigation, Fraud, Commercial and information Security) and subsequently Human
Resources.
As General Counsel Susan has taken lead on many substantial commercial transactions,
notably securing State Aid clearance for the Government funding of £1.34bn, which was
essential to the delivery of the business strategy to revitalise and transform the Network. She
also played a leading role in negotiating the commercial and legal separation of Post Office
from the Royal Mail Group.
Susan engenders loyalty and support in her team; and she played a major role in driving
cultural change and building both functional and leadership capability across the business.
During her time with the Post Office Susan was considered to be a valuable member of the
Executive Committee and consistently delivered against her objectives.
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Schedule 2
internal Announcement .
Susan Crichton has decided to leave the Post Office with her fast day being the 30th
November.
Susan joined the Post Office in January 2010, as the first lawyer solely dedicated to Post
Office, she was instrumental in negotiating the long term distribution and services agreement
with Royal Mail. She also worked on getting state Aid approval for the transformational aid to
revitalise the network.
Latterly she has managed a broader portfolio including Human Resources and Security and I
am grateful to her leadership particularly of the Human Resources function.
I would fike to thank her for her work and wish her all the best for the future.
tam currently reviewing a number of interim candidates in the short term whilst recruiting
externally for a new General Counsel and hope to communicate progress in the near future.
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he ‘topher X Bates
From: Christopher X Bates
Sent: 06 November 2013 15:49
To: "sarah.hicksor{” 3
Subject: RE: The Post Office Heaithtrust - Leaver Notifications
Sensitivity: Confidential
Sarah,
We have a feaver to advise you of, details are below:
Name Last Date of Service
Susan Crichton 30/11/13
Please amend your records appropriately.
Regards
Chris Bates
Chris Bates I Employee Support Services Team
soso
POL HRSC, Stone Hill Rd, Farnworth,
BOLTON, BL4 9XX
christopher.x.bates
OOO ©
Boss
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