Exhibit 10.40


 


Execution Copy


 


The material marked by
asterisks within brackets ([**]) on pages 1 and 11 of this document has
been omitted pursuant to a request for confidential treatment from the
Commission in accordance with 17 C.F.R. § 240.24b-2.


 


CONFIDENTIAL


 


11th
February, 2009


 


VIA HAND DELIVERY


 


Alasdair
Haynes


[**]


 


Dear
Alasdair:


 


Without
Prejudice and Subject to Contract


 


This
letter will confirm the agreement (the “Agreement”) that has been reached by
and between you and Investment Technology Group, Inc. (“ITG” or the “Company”)
in connection with the termination of your employment with ITG. For the
purposes of this Agreement references to “Group Company shall mean any company
of which the Company is a Subsidiary (its holding company) and any Subsidiaries
of the Company or of any such holding company. “Subsidiary” in relation to a
company (a holding company) means a subsidiary (as defined in section 1159 of
the Companies Act 2006) and any other company which is a subsidiary (as so
defined) of a company which is itself a subsidiary of such holding company.


 

















 


1.             Separation from Service.


 


(a)           Effective the close of business 6 May 2009
(the “Separation Date”) your employment with the Company shall terminate.  On or before such time you shall resign from
all positions with the Company and its subsidiaries, including your positions
as Managing Director and a member of the applicable boards of directors of the
Company’s subsidiaries on which you served and any committee(s) thereof.  You agree promptly to execute any documents
necessary to effectuate such resignations with the relevant authorities.


 


(b)           On the Separation Date, you shall
receive a payment by bank credit transfer into your normal bank account of all
unpaid compensation and contractual benefits that you have earned and/or
accrued up to the Separation Date, less statutory deductions.


 


(c)           The Company will reimburse to you in
respect of business and travel expenses properly incurred by you up to the
Separation Date, subject to you submitting all necessary claims for business
and travel expenses (and relevant receipts) within seven days of the Separation
Date.  You agree that thereafter you
shall not be entitled to reimbursement for any further claims in relation to
such expenses.


 


(d)           The Company shall maintain the
existing health insurance cover for you and for your family for a period of 9
months from the Separation Date, or the date on which you commence employment
or any remunerated engagement with another employer, whichever is sooner.  You are required to notify the Company in
writing when you accept an offer of employment or engagement with another
employer.


 


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(e)           With effect from the Separation Date,
all of your contractual entitlements and any non contractual benefits will
cease, save as specified in this Agreement.


 


(f)            The Company shall continue for a
period of 9 months from the Separation Date to make pension payments at the
rate of 15% of the base salary you earned as at the Separation Date into the
Company’s pension scheme.


 


2.             Garden
Leave


 


(a)           You shall remain an employee of the
Company but you shall not be required to perform any work for the Company or  any Group Company between 6 February 2009 and the
Separation Date (“Garden Leave”).


 


(b)           During Garden Leave the Company shall
be under no obligation to provide any work to, or vest any powers in you and
you shall have no right to perform any work for the Company or any Group
Company.


 


(c)           During Garden Leave you shall:


 


(i)            continue to receive your salary and
all contractual benefits (including for the avoidance of doubt pension
contributions) in the usual way (subject to the rules of the relevant
benefit schemes in force from time to time). 
The Company will declare these benefits to HM Revenue and Customs at the
appropriate time and you will be solely liable for any further tax or National
Insurance contributions due in relation to them;


 


3

















 


(ii)           remain an employee of the Company and
bound by the terms of your contract of employment with the Company;


 


(iii)          not, without the prior consent of Mats
Goebels, attend your place of work or any other premises of the Company or any
Group Company;


 


(iv)          not, without the prior consent of Mats
Goebels contact or deal with (or attempt to contact or deal with) any other
officer, employee, consultant, client, customer, supplier, agent, distributor,
shareholder, adviser or other business contract of the Company or any Group
Company.  You may, however, meet up with
employees of the Company on a purely social basis;


 


(v)           be deemed to take any accrued but
unused holiday entitlement;  and


 


(vi)          (except during any periods taken as
holiday in accordance with the Company’s usual procedures) ensure that Mats Goebels
knows how you can be contacted during each working day.


 


3.             Separation
Payments and Benefits. 
Subject to your execution of this Agreement and execution of Schedule 2
to this Agreement by your adviser named at Paragraph 5 below, and in
consideration for your agreement to be bound by the promises set forth in this
Agreement in addition to the amounts described in Paragraphs 1 and 2  above, you shall receive:


 


(a)           The sum of £394,300 (less UK
statutory deductions) within 30 business days of receipt by the Company of this
Agreement signed by you, and Schedule 1 signed by the adviser named at
Paragraph 5.


 


4

















 


(b)           The sum of £651,667 payable in six (6) equal
monthly installments starting on the date four months after receipt by the
Company of this Agreement signed by you (subject in all respects to execution
of this Agreement by you and your adviser as described above), as compensation
for loss of office.  The first £30,000
shall be paid without deduction of PAYE or National Insurance.  The balance shall be paid subject to
deduction of basic rate tax only and after issuance of your P45.


 


(c)           The sum of £282,833 payable in three (3) equal
monthly installments.  The first of the
three (3) installments will be made within thirty (30) business days of
receipt by the Company of this Agreement signed by you (subject in all respects
to execution of this Agreement by you and your adviser as described above and
to such statutory deductions that may be applicable), with subsequent payments
on each monthly anniversary of the first payment date.


 


(d)           Restricted stock units (“RSU’S”) with
the fair market value (such fair market value to be taken at March 13th
2009) of the sum of £389,000. Such RSU’s to vest over a period of 3 years
commencing the date of this Agreement, details of the vesting shall be set out
in a separate agreement which shall include standard vesting provisions and
shall also be subject to a forfeiture provision in the event that you solicit
employees of the Company within the three year vesting period.


 


(e)           All outstanding stock options you
hold as of the Separation Date that are not already vested and exercisable as
of the Separation Date will automatically terminate as of the Separation
Date.  Outstanding stock options that you
hold that are already vested as of the Separation Date are hereby amended to
remain exercisable until the end of the applicable option term (August 1,
2010) pursuant to 


 


5

















 


the
terms of the applicable stock option grant agreement evidencing such
outstanding vested stock options.  All
outstanding restricted stock units that have not yet become vested as of the
Separation Date shall be forfeited.  The
foregoing treatment of your equity incentive awards is subject in all respects
to your execution and non-revocation of this Agreement as described above.


 


(f)         The
Company makes no warranty as to the taxable status of the payments made under
this Agreement.  In the event that the
payments made pursuant to this Agreement are at any time assessed to income
tax, PAYE and/or employee national insurance contributions (“Taxation”) whether in addition to such deductions as the
Company may make at the time payment is made or otherwise, you agree to be responsible
for the payment of such Taxation and, in the event that the HMRC seeks to
recover the whole or part of the Taxation from the Company, to indemnify the
Company fully in respect thereof and in respect of any fines, interest and
penalties thereon.  The Company shall
promptly inform you of any demand for payment in connection with the payments
made under this Agreement to HMRC, or other relevant authority. You agree to
pay the Company the amount of any Taxation (together with any such interest and
penalties) within 28 days of the Company serving on you a statement
prepared by the Company’s auditors certifying both the amount to be paid in
respect of this indemnity and that the Taxation falls due to be accounted for
to a relevant taxing authority within 30 days of the date of the
statement.  In the event that following
payment of such Taxation by the Company to HMRC you successfully dispute the
liability to tax of payments made under this Agreement and the Taxation is
refunded to the Company, the Company agrees to pay any such refund to you
within 14 days of receipt thereof.


 


6

















 


4.             General
Release of All Claims.


 


(a)           You confirm that you have considered
the facts surrounding your employment and the offices arising therefrom and the
termination of your employment and consequent loss of office. You intimate and
assert that you could bring statutory or contractual claims, proceedings,
applications or complaints against the Company or any Group Company or any of their
present or former officers or employees or their shareholders, before any
employment tribunal or any court, in any jurisdiction, for the claims listed in
Schedule 1 to this Agreement (the “Claims”).


 


(b)           The terms of this Agreement are
reached without admission of liability and are in full and final settlement
of:-


 


(i)            the Claims;  and


 


(ii)           any other claims, costs, expenses,
rights of action of any kind whatsoever anywhere in the world arising out of or
in connection with your employment and or the termination of your employment or
loss of office (whether or not you or the Company is now aware of the same and
whether or not they are or could be in the contemplation of the parties at the
time of signing the Agreement, whether under statute, at common law or
otherwise and whether under English law and/or European Community law which you
have or may have against the Company or its present or former officers or
employees or any Group Company or its present or former officers or employees
arising out of or in connection with his employment by the Company or any Group
Company or its termination whether 


 


7

















 


such
fall within the jurisdiction of an employment tribunal or not.  The Company confirms that by signing this
Agreement it is settling all claims, costs, expenses, rights of action of any
kind whatsoever anywhere in the world against you, save in so far as such
liability cannot be waived by the Company by law, in relation to claims arising
out of in connection with acts of gross negligence, default, breach of duty or
trust.


 


(c)           The parties agree that Paragraphs 4 (a) and
(b) shall not apply to any claim to enforce the terms of this Agreement,
any pension rights or pension benefits which have accrued to you up to the
Separation Date, or to any rights to claim in respect of personal injury or
illness sustained by reason of your employment with the Company and of which
you are reasonably unaware at the Separation Date.


 


(d)           You warrant and represent to the
Company, that the Claims listed at Schedule 1 are all the claims or prospective
claims which you intimate and assert that you may have against the Company or
any Group Company arising out of or in connection with your employment or its
termination.


 


(e)           You warrant that neither you nor
anyone acting on your behalf will issue any future applications, claims forms,
summons or proceedings against the Company or any Group in respect of Claims
detailed in Schedule 1 or otherwise.


 


(f)            It is a fundamental term of this
Agreement that the payments and benefits provided for under it, shall at all
times be conditional on your full compliance with your obligations under the
terms of this Agreement, including refraining from issuing or pursuing any type
of proceedings in respect of the


 


8














 


Claims
and otherwise complying with all of your obligations under the terms
hereof.  If you should breach any of your
obligations under this Agreement, the payments set out in Paragraphs 3(a)-(c) (inclusive)
shall be repayable to the Company on demand and to the extent that it has not
then been paid to you, the Company shall then cease to be obliged to do so. The
total sums paid under this Agreement together with all costs (including legal
costs) reasonably incurred by the Company in their recovery shall be
recoverable as a debt from you in such circumstances.


 


5.             Legal Advice


 


(a)           You hereby warrant and represent that
you have received independent legal advice from Meriel Schindler of Withers
LLP, 16 Old Bailey, London, EC4M 7EG, a relevant independent legal adviser
acting in her professional capacity and in respect to whom there is currently
(and was at the time of giving such advice) in force a valid certificate of
insurance or an indemnity provided for members of his profession for the risk
of a claim by you in respect of loss arising in consequence of the advice she
has given to you. The Company shall pay legal fees of up to £4000 plus VAT
direct to your legal advisors in respect of advice given on this Agreement
within 30 days of receipt of an invoice addressed to you but marked payable by
the Company.


 


(b)           You hereby further warrant and
represent that the advice referred to above, related to the terms and effect of
this Agreement, and in particular the effect of the terms of this Agreement on
your ability to pursue your rights before an Employment Tribunal and/or
otherwise against the Company, any Group Company and any individuals, to
which/whom this Agreement refers.


 


9

















 


(c)           It is a condition of this Agreement
that the legal adviser identified above places on headed paper and signs the
confirmations set out in Schedule 2 attached.


 


(d)           This Agreement satisfies the
conditions regulating Compromise Agreements under Section 77(4A) of the
Sex Discrimination Act 1975, Section 72(4A) of the Race Relations Act
1976, Section 288(2B) of the Trade Union and Labour Relations
(Consolidation) Act 1992, Section 203 (3) of the Employment Rights
Act 1996, Schedule 3A of the Disability Discrimination Act 1995 and 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, paragraph 2(2) of
Schedule 4 of the Employment Equality (Religion and Belief) Regulations 2003,
and paragraph 2(2) of Schedule 5 of the Employment Equality (Age)
Regulations and under each of the equivalent provisions applicable to each of
the other statutes/regulations referred to in Schedule 1.


 


6.             Continuing Obligations Following Your Separation
from Service.


 


(a)           You agree, upon reasonable notice
from the Company, to provide truthful and reasonable cooperation, including but
not limited to your appearance at interviews with the Company’s counsel, (i) in
connection with the defense of any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, demands and causes of action of
any nature whatsoever, which are asserted by any person or entity concerning or
related to any matter that arises out of or concerns events or occurrences
during your employment with the Company, and (ii) concerning requests for
information about the business of the Company or your involvement or
participation therein.  The Company will
reimburse you for reasonable 


 


10

















 


and
necessary travel and other expenses and loss of earnings which (in the case of
expenses) you may incur at the specific request of the Company and as approved
by the Company in accordance with its policies and procedures established from
time to time.


 


(b)           By signing below, you represent and
warrant that you have returned and/or agree to immediately return to the
Company any and all original and duplicate copies of all files, calendars,
books, records, notes, manuals, computer disks, diskettes and any other
magnetic and other media materials and any and all Company property and
equipment, including, but not limited to, computers and modems you have in your
possession or under your control belonging to the Company or the relevant Group
Company and containing confidential or proprietary information concerning the
Company or the relevant Group Company or their customers or operations.  You have also returned your Company keys,
credit cards, etc., to the Company.  By
signing this Agreement, you confirm that you have not retained in your
possession or under your control any of the documents or materials described in
this section.


 


(c)           In consideration of the sum of £100
(less UK statutory deductions) and in accordance with your terms and conditions
of contract dated 17 November 1998, you agree that you will not from the
period beginning on the Separation Date through the twelve (12) month
anniversary of the Separation Date, less any period spent on Garden Leave, you
will not in any manner, directly or indirectly, engage, participate or be
interested in any business, entity or endeavor with [**].  You
will be deemed to be directly or indirectly engaged or participating in, a
business, entity or endeavor with [**] if you are a principal, agent, stockholder (or other proprietary or
financial interest holder), director, officer, employee, salesperson, sales
representative, broker, partner, individual proprietor, lender, consultant or
otherwise.


 


11

















 


(d)           In consideration of
the sum of £100 (less UK statutory deductions) and in accordance with your
terms and conditions of contract dated 17 November 1998, you agree that
you will not without the written consent of the Company, for a period of nine (9) months
following the Separation Date, less any period spent on Garden Leave, directly
or indirectly:  (i) solicit or
canvas the trade or patronage of, or sell to (A) any former or existing
clients of the Company for whom you directly or indirectly provided services or
for whom you had significant responsibility as an employee of the Company
during the two (2) years prior to your Separation Date, or (B) any
person or entity that becomes a client of the Company during the one (1) year
period following your Separation Date and for which you participated in a
proposal to provide services during the two (2) years prior to your
Separation Date; or (ii) induce or attempt to influence any employee,
contractor or consultant of the Company to terminate his employment or
relationship with the Company or solicit for employment any persons who were
employees, contractors or consultants of the Company at any time during your
employment with the Company.  This restriction
does not apply to any employees who are made redundant by the Company. Nothing
in this Paragraph shall prevent you from having contact with clients or
potential clients, provided always that such contact is on a purely social
basis.


 


(e)           You agree that you will not, at any
time hereafter, make, or cause to be made, any statement, observation or
opinion, in each case, of a public nature, that disparages, impugns or in any
way reflects adversely upon the business, good will or reputation of the
Company or any Group Company.  The
restriction in the preceding sentence will include, but not be limited to, your
agreement that you will not, without the prior consent of the Company, initiate
any contacts with, nor respond with unfavourable 


 


12

















 


comments
about the Company to any inquiries from, the media concerning the Company, your
employment with the Company and/or your separation from service with the
Company.  You may, however, give personal
opinions on the market, state that you left the Company following a
reorganisation and indicate what your future business plans might be.  The Company shall not and the Company shall
not permit its directors, employees or agents will not, at any time hereafter,
make or cause to be made any public statement, observation or opinion, in each
case,  that disparages, impugns or in any
way reflects adversely upon your reputation. 
The restriction in the preceding sentence will include, but not be
limited to, the Company’s agreement that it will not, without your prior
consent respond with unfavorable comments about you to inquiries from the media
concerning you, your employment with the Company and/or the termination of your
employment with the Company. The provisions of this Paragraph 6 will not impair
either party’s right to provide truthful testimony or other information as
required by law or regulatory requirement.


 


(f)            The Company shall not issue any
press statement, further to its press statement dated 5 February 2009,  concerning your resignation without first
obtaining the consent to the wording (such consent not to be unreasonably
withheld).


 


(g)           You acknowledge and agree that the
restrictions and obligation contained in this Paragraph 6, in view of the
nature of the business in which the Company and any Group Company are engaged,
are reasonable, necessary and in the Company’s best interests in order to
protect the legitimate interests of the Company and any Group Company, and that
any violation thereof shall be deemed to be a material breach of this agreement
and that the Company shall be entitled to pursue any and all remedies 


 


13

















 


available
to it in a court of competent jurisdiction including, but not limited to
application for temporary, preliminary, and permanent injunctive relief as well
as damages, an equitable accounting of all earnings, profits and other benefits
arising from such violation.  In the
event the Company brings an action to redress a violation of this Paragraph 6,
the prevailing party in any claims in such action shall be entitled to recover
all of its reasonable attorneys’ fees and costs incurred in connection
therewith.  If the Company prevails in
any claims in such action, you will be liable for the return of the separation
payments detailed in Paragraphs 4(a) -(c) (inclusive) and benefits
and for the return of any profits realized in connection with your exercising
or receiving payment with respect to any of the equity incentive awards that
were amended as set forth in Paragraph 4.


 


7.             No Admissions.  The Company and you agree that nothing
contained in this Agreement is an admission by the Company or you of any
wrongdoing, liability, unlawful conduct or breach of any duty or obligation.


 


8.             Confidentiality.


 


(a)           You and the Company agree that you have kept, and will keep, the
existence and terms of this Agreement confidential, and will not disclose them
to anyone except your attorneys, financial advisors and immediate family
members, whom you will advise of this confidentiality provision.  No other disclosure will be permitted
except:  (a) pursuant to an action
to enforce the terms of this Agreement, in which case it will be introduced
under seal to the court, (b) in response to a request by any governmental
or regulatory agency, (c) as may be required by any in response to
compulsory process of 


 


14

















 


law.  The parties further agree that nothing in
this Agreement will prohibit or restrict you or the Company from providing
information to, testifying or otherwise assisting in any investigation or
proceeding brought by, or as required by any federal, state or local regulatory
agency, law enforcement agency, legislative body, or self-regulatory
organization.


 


(b)           In consideration of
the payment of £100.00 (less UK statutory deductions) you undertake that you
will not at any time after the date of this Agreement disclose or make use of,
and you confirm that you have not prior to the date of this Agreement disclosed
or made use of, for your own or any other person’s benefit any Confidential
Information belonging to or concerning the Company or any Group Company or any
of its/their customers, agents, suppliers or clients, except where required to
do so by law. For the purposes of this Paragraph “Confidential
Information” shall mean customer orders, execution and market price
data maintained by ITGE and/or BARRA Inc. and/or ITG Inc. and/or Investment
Technology Group International Ltd. (“ITGI”) in connection with the operation
of POSIT (the “POSIT Database”), details of suppliers and their terms of
business, details of customers and their requirements, the prices charged to
and terms of business with customers, marketing plans and sales forecasts,
financial information, results and forecasts (save to the extent that these are
included in published audited accounts), any proposals relating to the
acquisition or disposal of a company or business or any part thereof or to any
proposed expansion or contraction of activities, details of target customers
and plans relating to them, details of executives and officers and of the
remuneration and other benefits paid to them, information relating to research
activities, inventions, secret processes, designs, formulae and product lines,
any information held on computer, any information which you have been told is 


 


15

















 


confidential
and any information which has been given to the Company or any Group Company in
confidence by customers, suppliers or other persons.


 


9.             Governing Law.  This Agreement will be construed under the
laws of England and Wales and subject to the exclusive jurisdiction of the
English Courts.


 


10.           Entire
Agreement.  This
Agreement, the RSU agreement referred to in Paragraph 3(d) above and the
agreement setting out your rights in respect of vested options (referred to in
Paragraph  3(e)) above cancel, supersede
and replace any and all prior agreements (written, oral or implied-in-fact or
in law) between you and the Company regarding all of the subjects covered by
this Agreement except as otherwise specifically provided in this
Agreement.  This Agreement, the RSU
agreement referred to in Paragraph 3(d) above and the agreement setting
out your rights in respect of vested options (referred to in Paragraph  3(e) above) are the full, complete and
exclusive agreement between you and the Company regarding the subjects covered
by this Agreement except as otherwise specifically provided in this Agreement,
and neither you nor the Company is relying on any representation or promise
that is not expressly stated in this Agreement. 
This Agreement, the RSU agreement referred to in Paragraph 3(d) above
and the agreement setting out your rights in respect of vested options
(referred to in Paragraph  3(e))  may not be changed unless the changes are in
writing and signed by each of the parties.


 


11.           Severability.  This Agreement, although marked “without
prejudice and subject to contract” will, at the point when it is signed by all
parties, be treated as an open document evidencing an agreement binding on all
parties.


 


16














 


(a)           The restrictions and waivers by you
set out in this Agreement (on which you have had the opportunity to take
independent advice, as you hereby acknowledge) are separate and severable and
are considered by the parties to be reasonable in all the circumstances.  It is agreed that if any of the terms, by
themselves, or taken together, shall be adjudged to go beyond what is
reasonable if part or parts of the wording thereof were deleted, the relevant
restriction(s) shall apply with such deletion(s) as may be necessary
to make it, or them, valid and effective.


 


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


 


12.           Third Party Rights


 


(a)           The Contracts (Rights of Third
Parties) Act 1999 applies to the Agreement. Nothing in this Agreement is
intended to or shall confer any benefit on any person[s] other than the
Company, its Group Companies its/their respective directors officers employees
and shareholders and you.


 


(b)           The Company confirms that once this
Agreement has been signed by you in accordance with the provisions hereof and
it has received the signed original copy along with the completed adviser’s
schedule and it has been duly signed by an appropriate and authorised person on
behalf of the Company, it shall then and only then become of binding effect and
will thereby cease to be “without prejudice and subject to contract”.


 


[SIGNATURE
PAGE FOLLOWS]


 


17

















 


Very
truly yours,


 


 


	
  By:

  	
  /s/
  Robert C. Gasser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert
  C. Gasser

  	
   

  



 


PRESIDENT AND CEO OF INVESTMENT TECHNOLOGY GROUP, INC


 


acting for and on behalf of


 


INVESTMENT TECHNOLOGY GROUP EUROPE LIMITED


 


Dated:
February 12, 2009


 


 


AGREED TO AND ACCEPTED BY:


 


 


	
  /s/ Alasdair Haynes

  	
   

  
	
   

  	
   

  
	
  Alasdair Haynes

  	
   

  



 


 


Dated:  February 11, 2009


 


18

















 


SCHEDULE 1


 


The
Claims referred to in Paragraph 4(a) shall mean the following:


 


(i)            All personal injury claims of which
you aware at the Separation Date (including, but without prejudice to the
generality of the foregoing, all and any such claims arising out of or in
connection with any illness, condition and/or circumstances of which you are
currently aware) and you hereby represents and gives warranty that you are not
aware of any circumstances which could give rise to a personal injury claim in
the future; and


 


(ii)           All of the following claims (and in
each case, where appropriate, the reference to the relevant statute/regulation
is to that statute/regulation as amended from time to time, and where the
reference is to a statute it also includes all regulations made thereunder from
time to time):-


 


(a)           any claim(s) whatsoever in
respect of notice pay in lieu of notice or damages for termination of
employment without notice;


 


(b)           any claim(s) whatsoever for
breach of contract (including but not limited to any claim in respect of unpaid
wages or salary, unpaid holiday, unpaid contractual sick or paternity pay,
share options or any bonus or commission or benefit schemes in which you
participated during your employment);


 


(c)           any claim(s) whatsoever for
unfair dismissal (including automatically unfair dismissal and unfair
constructive dismissal);


 


19

















 


(d)           any claim(s) whatsoever for a
redundancy payment, whether statutory or enhanced;


 


(e)           any claim(s) whatsoever for
unlawful deductions from wages;


 


(f)            any claim(s) whatsoever for
unlawful race discrimination, victimization and/or harassment under or arising
out of rights or obligations conferred by the Race Relations Act 1976;


 


(g)           any claim(s) whatsoever for
unlawful disability discrimination or victimization under or arising out of
rights or obligations conferred by the Disability Discrimination Act 1995;


 


(h)           any claim(s) whatsoever for
unlawful discrimination, victimization and/or harassment under or arising out
of rights or obligations conferred by the Employment Equality (Age )
Regulations 2006;


 


(i)            any other claim(s) whatsoever
under or arising out of rights or obligations conferred by the Employment
Rights Act 1996 (including but not limited to those in relation to,
victimization and detriment in employment under Parts IVA and V of the Employment
Rights Act 1996);


 


(j)            any claim(s) whatsoever under
or arising out of rights or obligations conferred by Section 3 of the
Protection from Harassment Act 1997;


 


(k)           any claim in relation to protected
disclosures under the Employment Rights Act 1996 and the Public Interest
Disclosure Act 1998;


 


20

















 


(l)            any claim(s) whatsoever under
or arising out of rights or obligations conferred by the Working Time
Regulations 1998;


 


(m)          any claim(s) whatsoever under or
arising out of rights or obligations conferred by the National Minimum Wage Act
1998;


 


(n)           any claim(s) whatsoever under or
arising out of rights or obligations conferred by the Employment Relations Act
1999 and/or the Employment Relations Act 2004;


 


(o)           any claim(s) whatsoever under or
arising out of rights or obligations conferred by the Employment Act 2002
and/or by the Employment Act 2002 (Dispute Resolution) Regulations 2004;


 


(p)           any claim(s) whatsoever for
unlawful discrimination, victimization and/or harassment under or arising out
of rights or obligations conferred by the Employment Equality (Religion or
Belief) Regulations 2003;


 


(q)           any claim(s) whatsoever in
respect of which an ACAS Conciliation Officer is authorised to act;


 


(r)            any claim(s) whatsoever arising
as a consequence of the United Kingdom’s membership of the European Union;


 


(s)           any claim for failure to comply with
obligations under the Human Rights Act; and


 


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(t)            any claim for failure to comply with
obligations under the Data Protection Act 1998.


 


22

















 


SCHEDULE 2


 


(TO BE PLACED ON THE ADVISER’S HEADED PAPER)


 


I,
Meriel Schindler of Withers LLP, 16 Old Bailey, London, EC4M 7EG, confirm that
I am a relevant independent legal adviser for the purposes of the statutes and
regulations referred to in the attached Agreement and that I have given legal
advice to ALASDAIR HAYNES as to the terms and
effect of this Agreement and in particular its effect on his ability to pursue
his rights in the Employment Tribunals against the companies and individuals to
which the Agreement refers.


 


I
confirm that there was at the time of giving the said advice a certificate of
insurance covering or an indemnity provided for members of my profession for
the risk of any claim by ALASDAIR HAYNES
for any loss arising in consequence of the advice given by me.


 


Signed:


 


 


Name:


 


Firm:


 


Date:


 


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