ANNEX A FORM OF SETTLEMENT AGREEMENT

“Good Reason” means:

Your employment with the Company will come to an end on [DATE] (the “Termination Date”) when all your entitlements in connection with your employment, whether or not under the Contract of Employment between you and the Company dated as of March 25, 2016 (as may be amended from time to time, the “Employment Agreement”), will cease.

Until the Termination Date, you will continue to be employed by the Company on your current terms.

Until the Termination Date:

you will not attend for work, involve yourself or be involved in the business carried on by the Company unless you are specifically requested by a director of the Company to do so. You should therefore be available in case you are needed, except when you are on holiday;

your holiday should be approved in the usual way. You will be paid a sum of £[INSERT AMOUNT] in respect of your [INSERT NUMBER OF DAYS] days’ accrued but unused holiday entitlement as at the Termination Date. Payment of such amount will be included in your final salary payment less such deductions as the Company acknowledges that it is required by law to make; and

the parties will comply with the terms of this agreement whether express or implied (except

the parties will comply with the terms of the Employment Agreement whether express or implied (except as expressly varied by this Settlement Agreement) and your employment will not be terminated by either party other than in circumstances justifying its lawful termination without notice. So long as you comply with the terms of this paragraph, you will continue to receive your salary and other contractual benefits, as amended by this Settlement Agreement. If your employment is lawfully terminated by the Company, then you will cease to have any entitlements under this Settlement Agreement to any payment or benefits but this Settlement Agreement will otherwise remain in force.

The Company will pay you (without admission of liability) by way of compensation for the termination of your employment and in respect of any Statutory Claim (as defined in paragraph 11(d) (Full and final settlement)) that you may have a severance payment of £<insert amount> (the “Severance Payment”) in accordance with the terms and conditions set forth in the letter agreement dated as of _________, 2016 between you and the Company (the “Severance Agreement”).

The net Severance Payment, less any sums due from you to any member of the Group, will be paid to you in accordance with the terms of the Severance Agreement, provided that:

the Company has received a duly signed copy of this Settlement Agreement;

the Company has received a duly completed certificate attached at Schedule 1 (Certificate of Adviser);

the conditions in paragraph 2 (Pre-condition(s)) of this Settlement Agreement have been satisfied;

you have complied and will continue to comply with the terms of this Settlement Agreement; and

you have complied with the warranty in paragraph 11(a) (Warranties) of this Settlement Agreement,

If any of the Payment Conditions have not been satisfied as at the due date for any payment under paragraph 3 of this Settlement Agreement, your entitlement to such payment will lapse. Without prejudice to any other rights which the Company may have, if any of the Payment Conditions have not been satisfied either before or after the Termination Date, the Company will be entitled to recover in full all sums paid, and the value of benefits provided to you, under this Settlement Agreement, from you immediately, but this Settlement Agreement will otherwise remain in force.

the Payment Conditions have been satisfied; and

the Company has received a copy of an account from [INSERT FIRM’S NAME] addressed to you (but marked payable by the Company).

you will not make or publish any adverse, untrue or misleading statement or comment about the Group or its officers and employees and that you will not represent yourself as continuing to be employed by or connected with any member of the Group after the Termination Date; and

the directors of the Company will not make or authorise the making of any adverse, untrue or misleading statement or comment about you, subject always, in relation to adverse comments, to the Company’s legal obligations to third parties.

In consideration of the promises contained in this paragraph, the Company and you agree that the terms of this Settlement Agreement are strictly confidential and will not be disclosed, communicated or otherwise made public:

by you, except for the purpose of taking professional advice in connection with this Settlement Agreement or if you are required by law to do so. In particular you agree not to disclose the terms of this Settlement Agreement to any employee of the Group; and

by the Company, except for the purpose of taking professional advice in connection with this Settlement Agreement or if required by law to do so or in connection with the proper performance of the Group’s business.

You will procure that your Adviser will maintain the confidentiality of all aspects of this Settlement Agreement and will not discuss, disclose or otherwise make use of the information contained in this Settlement Agreement to any third party including any future clients of the Adviser.

You acknowledge that any breach by you (or your Adviser) of this paragraph 9 will be a material breach of the Payment Conditions.

you have not committed any material breach of the terms of your employment, such that the Company would be entitled to dismiss you summarily and without compensation; and

you are not aware of any claims or causes of action against any member of the Group by any third party of which the Company is not aware.

Subject to paragraph 11(c) below, you accept the terms of this Settlement Agreement in full and final settlement of all (if any) claims of any nature which you have or may have against the Company and any other member of the Group and their respective directors, officers and employees arising out of or in connection with your employment and its termination, any Statutory Claim as defined in paragraph 11(e) below, or any other matter whether such claims arise under English or European law or any other jurisdiction outside England (including without limitation any claim arising under the federal laws of the United States or the law of state or local jurisdiction thereof), including any claim for injury to feelings or personal injury. We both acknowledge that it is our express intention, when entering into this Settlement Agreement, that it covers all such claims, whether known or unknown to one or other or neither or both of us, and whether or not the factual or legal basis for the claim is known or could have been known to one or other or neither or both of us. Furthermore you acknowledge that you have taken independent legal advice from [NAME OF LEGAL ADVISER] of [NAME OF FIRM] (your “Adviser”) on the terms and effect of this Settlement Agreement, that you will be entering into it voluntarily, without reservation and with the intention that it will be binding on you as a settlement agreement or otherwise and that the conditions regarding settlement agreements and compromise agreements under s203 Employment Rights Act 1996, s77 Sex Discrimination Act 1975, s72 Race Relations Act 1976, Paragraph 2(2), Schedule 3A Disability Discrimination Act 1995, Regulation 35 Working Time Regulations 1998, s288 Trade Union and Labour Relations (Consolidation) Act 1992, Regulation 9 Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Regulation 41 Transnational Information and Consultation of Employees Regulations 1999, Paragraph 2(2), Schedule 4 Employment Equality (Religion or Belief) Regulations 2003, Paragraph 2(2), Schedule 4 Employment Equality (Sexual Orientation) Regulations 2003, Regulation 40 Information

This Settlement Agreement also covers all claims for wrongful termination, constructive discharge, termination in violation of public policy, claims for compensation or any other monies allegedly due to you from Company, claims for severance pay or benefits, claims for breach of express or implied contract, any tort of any nature, claims for discrimination or harassment based on age, sex, race, religion, pregnancy, marital status, national origin, sexual orientation, and/or disability arising under federal, state, local, or common law, including but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act (“ADEA”), the Civil Rights Act of 1991, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification Act (“WARN”), the Americans with Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act and/or all state and local human or civil rights statutes.

Paragraphs 11(a) and (b) above will not apply to:

your accrued entitlements and options under the Company’s pension scheme as at the Termination Date; and

any claim for personal injury (other than any claim for injury to feelings or personal injury which may be made in any Employment Tribunal) that you are not aware of as at the date of signing this Settlement Agreement and which arises out of any failure by the Company or any other member of the Group to comply with its obligations under current health and safety legislation.

In signing this Settlement Agreement you are representing and warranting that:

you have instructed your Adviser to advise you whether you have or may have any Statutory Claim (as defined in paragraph 11(e) below) against the Company or any other member of the Group or their respective directors, officers and employees arising out of or in connection with your employment and its termination;

you have provided your Adviser with whatever information is in your possession which your Adviser requires to advise you whether you have or may have any such Statutory Claim;

your only Statutory Claims or particular complaints are for [INSERT CLAIMS] [adviser to insert further claims, if any];

your Adviser has advised you that, on the basis of the information available to your Adviser, you have no other Statutory Claim against the Company or any other member of the Group or their respective directors, officers and employees;

as at the date of signing this Settlement Agreement, you are not aware of any facts or circumstances that could give rise to any claim for personal injury; and

your Adviser is a relevant independent Adviser for the purposes of each statute or statutory instrument in the Employment Legislation and an independent Adviser for the purposes of s147 of the Equality Act 2010.

A “Statutory Claim” means any claim for or relating to unfair dismissal, a redundancy payment, equal pay, sex, race or disability discrimination, discrimination on the grounds of age, religion, belief or sexual orientation or any protected characteristic under the Equality Act 2010, working time, unauthorised deduction from wages or any claim for the infringement of any other statutory employment rights which you may have under the Employment Rights Act 1996, the Equal Pay Act 1970, the Sex Discrimination Act 1975, the Race Relations Act 1976, the Trade Union and Labour Relations (Consolidation) Act 1992, the Disability Discrimination Act 1995, the Human Rights Act 1998, the Working Time Regulations 1998, the National Minimum Wage Act 1998, the Employment Relations Act 1999, Part VII Transnational Information and Consultation of Employees Regulations 1999, the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Employment Equality (Religion or Belief) Regulations 2003, the Employment Equality (Sexual Orientation) Regulations 2003, Part VIII Information and Consultation of Employees Regulations 2004, the Employment Equality (Age) Regulations 2006, the Transfer of Undertakings (Protection of Employment) Regulations 2006, the Schedule to the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, the Equality Act 2010 or, in relation to all such matters, any claims under related European law or legislation.

You acknowledge that the Company and the Group are relying on paragraphs 11(a) and 11(b) above in deciding to enter into this Settlement Agreement. If you breach either of these paragraphs and a judgment or order is made against any member of the Group, you acknowledge that it will have a claim against you for damages of not less than the judgment or order.

I am a relevant independent adviser as defined in each statute or statutory instrument in the Employment Legislation, as defined in paragraph 11(a) (Full and Final Settlement) and an independent adviser as defined in s147 of the Equality Act 2010.

I have advised Andrew J. Stafford (“my Client”) on the terms and effect of the Settlement Agreement dated [Date] between Unisys Europe Limited (the “Company”) and my Client and, in particular, its effect on my Client’s ability to pursue my Client’s rights before an Employment Tribunal, including the matters set out in the paragraph of the Settlement Agreement headed “Full and final settlement”.

I am not acting (and have not acted) in relation to this matter for the Company or any associated employer.

There is in force a contract of insurance or an indemnity provided for members of a profession or professional body covering the risk of a claim by my Client in respect of loss arising in consequence of the advice I have given.

I confirm that paragraphs 11(d) (i), (iii), (iv) and (vi) (Full and final settlement) of the Settlement Agreement are accurate.