Settlement Agreement dated June 4, 2018 among PRA Group (UK) Limited and Tikendra Patel

 

This AGREEMENT is made on 4 JUNE 2018

(together the “Parties”).

"Adviser" means Daryl Cowan of DC Employment Solicitors;

“Claim” or “Claims” includes (without limitation) any and all actions, claims, rights, demands, and set-offs, including all causes of action and rights to bring any civil, criminal or regulatory complaint (whether before any court, tribunal, regulatory or other authority) arising or made (or to be made) in any jurisdiction whether in contract, tort or equity or under or in relation to any statute, regulation, rule or guidance. A Claim or Claims includes, but is not limited to, any action or proceedings of any kind for any relief including by way of equitable relief, damages, injunctions, declarations, costs and expenses (including, without limitation, the causes of action, suits or proceedings listed in Schedules 2 and 3);

"Post-Employment Notice Pay" has the meaning given in section 402D of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA).

"Post-Employment Notice Period" has the meaning given in section 402E(5) of ITEPA.

"Reaffirmation Letter" means the letter agreement to be entered into by the parties pursuant to clause 19 in the form set out at Schedule 5, under which the Executive reaffirms certain provisions of this Agreement on or after the Separation Date.

such a Claim at the date of this Agreement) but excluding any Claim in respect of any breach of this Agreement or personal injury Claims of which the Executive is currently unaware which the Executive may have relating to his employment with the Employer.

The Executive acknowledges that the Employer acted in reliance on these warranties when entering into this Agreement.

The Employer shall pay direct to the Executive’s legal adviser, provided the Employer receives within 14 days of the date of this agreement an invoice from it (addressed to the Executive and marked as payable by the Employer), its reasonable legal fees incurred solely in connection with advising the Executive on the termination of the Executive’s employment with the Employer and related resignations from directorships, up to a maximum of £2,000 (exclusive of VAT). The Employer shall pay direct to the Executive’s legal adviser, provided the Employer receives within 14 days of the Separation Date an invoice from it (addressed to the Executive and marked as payable by the Employer), its reasonable legal fees incurred solely in connection with advising the Executive on the termination of the Executive’s employment with the Employer and related resignations from directorships, up to a maximum of £500 (exclusive of VAT).

disclosure requirements of any jurisdiction in which that party is a public reporting or listed company.

during each working day and complying with any written requests to contact a specified employee of the Employer at specified intervals.

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Except as expressly provided elsewhere in this Agreement, no person other than the Executive and any Group Company shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

This Agreement shall be deemed to be without prejudice and subject to contract until such time as it is signed by both parties and dated, when it shall be treated as an open document evidencing a binding agreement.

This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

This agreement has been entered into on the date stated at the beginning of it.

4 June 2018

Dear Sirs

We confirm that:

Yours faithfully,

Daryl Cowan

Any cause of action, suit, or other process, including, but not limited to (i) any claims, whether statutory, common law, or otherwise, arising out of the terms, conditions, termination or other cessation or other facts or circumstances of Executive’s directorships with any Group Company, employment by the Employer or Inspired US, or any other employment by or office- or position-holding with any Group Company; (ii) any claims, whether statutory, common law, or otherwise, arising out of the terms, conditions, termination or other cessation or other facts or circumstances of Executive’s directorships with any Group Company, employment by the Employer or Inspired US, or any other employment by or office- or position-holding with any Group Company; (iii) any claims for breach of contract, quantum meruit, unjust enrichment, breach of oral promise, tortuous interference with business relations, injurious falsehood, defamation, negligent or intentional infliction of emotional distress, invasion of privacy, and any other common law contract and tort claims; (iv) any claims for unpaid or lost benefits or salary, bonus, vacation pay, severance pay, or other compensation; (v) any claims for attorneys’ fees, costs, disbursements, or other expenses; (vi) any claims for damages or personal injury; (vii) any claims of employment discrimination, harassment, retaliation, or any other claims arising out of any legal restrictions on an employer's right to terminate employees, whether based on federal, state, or local law or judicial or administrative decision; and (viii) those arising under the National Labor Relations Act, 29 U.S.C. §151 et seq., Fair Labor Standards Act, 29 U.S.C. §201, et seq., Employee Retirement Income Security Act of 1974, 29 U.S.C. §1001 et seq., Civil Rights Acts of 1964 and 1991, 42 U.S.C. §2000e et seq., Civil Rights Act of 1866, 42 U.S.C. §1981 et seq., Equal Pay Act of 1963, 29 U.S.C. §206(d), Americans with Disabilities Act, 42 U.S.C. §12101 et seq., Age Discrimination in Employment Act, 29 U.S.C. §621 et seq., Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101 et seq., Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., Consolidated Omnibus Budget Reconciliation Act of 1985, I.R.C. § 4980B, Genetic Information Nondiscrimination Act, 42 U.S.C. § 2000ff, Sarbanes-Oxley Act of 2002, 18 U.S.C. §1514A, et seq., Dodd-Frank Wall Street Reform and Consumer Protection Act, Pub Law. No. 111-203, Delaware Discrimination in Employment Act, Delaware Persons With Disabilities Employment Protections Act, Delaware Whistleblowers’ Protection Act, Delaware Wage Payment and Collection Act, Delaware Fair Employment Practices Act, Delaware social media law and/or any other applicable United States federal, state or local statute, law, ordinance, regulation or order, or the common law, or any self-regulatory organization rule or regulation.

The Executive agrees that the above claims are released by the terms of this Agreement and that the Executive shall not bring any action or suit or cause any action or suit to be brought in respect of any claim which the Executive may have in respect of the matters listed above. To the extent that any dispute shall arise in respect of the releases given in this Agreement in respect of the claims, causes of action and suits listed in this schedule, then notwithstanding the provisions of clause 17 of the Agreement otherwise, Delaware law shall apply to that dispute without regard to conflicts of law, to the extent that it relates to any rights of the employee under US law and the courts of Delaware shall have jurisdiction over such matters.

(together, the "Companies")

4 June 2018

Dear Sirs,

Yours faithfully,

The Companies (together, the "Companies"):

[DATE]

Dear Tikendra,

I am writing in connection with the settlement agreement between PRA Group (UK) Ltd (the "Employer") and you dated 4 June 2018 (the "Agreement"). This is the Reaffirmation Letter referred to at clause 19 of the Agreement.

Defined terms have the same meaning when used in this Reaffirmation Letter as in the Agreement.

In consideration of the Employer paying the Separation Payment to you in accordance with the terms of the Agreement, you expressly agree the following:

its effect on your ability to pursue any complaint before an employment tribunal or other court;

You acknowledge that the Employer acted in reliance on these warranties when entering into this Agreement.

As at the date of this Reaffirmation Letter, you warrant and represent to the Employer that there are no circumstances of which you are aware or of which you ought reasonably to be aware that would amount to a repudiatory breach by you of any express or implied term of your contract of employment that would entitle (or would have entitled) the Employer to terminate your employment without notice or payment in lieu of notice and any payments to you pursuant to clauses 3 and 4 of the Agreement are conditional on this being so.