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Power Leisure Bookmakers Limited
Power Tower, 1-3 Belfield Office Park, Beech Hill Road, Clonskeagh,
Dublin, D04 V972, Ireland
www.flutter.com
Registered in England & Wales with Company No. 03822566
Exhibit 10.28
[Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain information marked with“[***]” has been omitted as it
is (i) not material and (ii) is customarily and actually treated as private or confidential by the registrant.]
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STRICTLY PRIVATE AND CONFIDENTIAL
ADDRESSEE ONLY
BY EMAIL & REGISTERED POST
Pádraig Ó Ríordáin
Craigmore
4 Temple Villas
Palmerston Road
Dublin 6
D06 WN34
12 December 2024
Dear Pádraig,
Confirmation of retirement arrangements
Further to our recent discussions following your confirmation that you intend to retire as Group
Chief Legal Officer and Group Commercial Director of Flutter Entertainment Plc ("Flutter") in
2025, I now write to confirm the transitional arrangements we have agreed will apply during
your notice period and in your retirement.
1.You will continue in your current role as Group Chief Legal Officer, subject to the
handover arrangement described in paragraph 3 below, until your retirement date of 30
April 2025 (the "Cessation Date"). From 1 January 2025 up to the Cessation Date, you will
move from being a full-time employee of the Company to a part-time employment
arrangement working 40% of a full working week, equivalent to two full working days per
week (the "Transition Period").
2.You will continue to be a member of the Executive Committee (the “ExCo”) until the
earlier of the Cessation Date or the start date of your successor in the role of Group Chief
Legal Officer. 
3.During the Transition Period and should your time at the Company overlap with that of
your successor you will move to the role of Senior Advisor upon the commencement of
your successor and act as a mentor to your successor and assist them with any handover
requirements.  In addition, you will continue to assist and advise the Chief Executive
Officer, the Board of directors of Flutter, and ExCo as required.
4.We have agreed that, during the Transition Period you will be permitted to provide
advisory services to [***] and/or its subsidiaries.  This will be for no more than the
equivalent of two full working days a week and, at any point in time, should Flutter require
your services beyond the two-day per week (or equivalent thereof) working arrangement,
you agree that you will make yourself available. For the avoidance of doubt, you shall not
provide any such services to the companies listed at clause 20.2(b) of your employment
contract with Power Leisure Bookmakers Limited ("PLBL") dated 28 January 2020
("Employment Contract") at any time up to the Cessation Date and for 12 months
thereafter.  I enclose a copy of your Employment Contract for ease of reference.
5.The Good Leaver treatment agreed in relation to your outstanding share awards is based on
our agreement that you will not take on any equivalent full time role at a competitor or
other business.  If you do take on an equivalent full time role (whether at a competitor or
otherwise) within 12 months of the Cessation Date, any outstanding share awards that have
not vested as at the Cessation Date will be forfeited (“the Good Leaver Conditions”). 
You will be required to confirm, in writing and at Flutter's request, that you have met this
condition and that you have abided by your post-termination restrictive covenants, before
any unvested awards that would otherwise vest in accordance with the rules after the
Cessation Date are permitted to vest and be exercised by you.
6.Your retirement will take effect by reason of your resignation. We confirm that we do not
require you to work out the notice period in your Employment Contract in full. For the
avoidance of doubt, on the Cessation Date you will be released from the rest of your notice
and you will not be entitled to any form of pay in lieu of notice.
7.In respect of the remuneration arrangements applying to the Transition Period:
7.1You will continue to be paid your normal contractual remuneration until 1 January
2025.  You will be ineligible for a pay rise in respect of the 2025 year. Your contractual
remuneration will be pro-rated to two days per week from 1 January 2025 to the
Cessation Date.
7.2Good leaver treatment. For the purposes of determining your entitlement to receive a
bonus for 2024, and outstanding Deferred Share Incentive Plan (“DSIP”) and
Leadership Restricted Share Incentive (“LRSI”) awards, when your employment
within the Flutter group of companies ceases on the Cessation Date you will be treated
as a "good leaver" by reason of your retirement, provided that on or before the
Cessation Date the circumstances of your intended retirement have not changed and, in
particular, you have not accepted an office or offer of employment or engagement with
a company or business within the sector in which Flutter operates or been dismissed for
gross misconduct or any other reason that would entitle Flutter to summarily dismiss
you.  Your entitlement to receive a bonus and the treatment of your outstanding DSIP
and RSI awards is described in paragraphs 7.3 to 7.9 below.
7.3Bonus 2024.  You will continue to remain eligible to receive a full year bonus for
2024, subject to the satisfaction and achievement of the applicable performance
conditions.  Any bonus due for 2024 will be determined by the Compensation &
Human Resources Committee in Q1 of 2025 and paid as usual. The 2024 bonus will be
paid to you fully in cash, with no deferral applied to any bonus for 2024.
7.4Bonus 2025. You will not be eligible to receive any bonus in relation to the 2025
financial year.
7.5Unvested DSIP awards. In respect of any granted DSIP awards  that have not vested
by the Cessation Date, as a good leaver your awards will vest in full (i.e. a pro-rata
reduction will not apply) following the expiry of your post-termination restrictive
covenants ("PTRs") set out at Clause 20.2 of your Employment Contract, assuming
that these have not been breached and , in accordance with the above, that you have
confirmed that you have not breached them and have met the Good Leaver Conditions.
Following vesting, any awards in the form of nil-cost options will remain exercisable
for a period of six months, upon the expiry of which these vested DSIP awards shall
lapse to the extent that they remain unexercised by that date. Any awards in the form of
RSU awards will be released upon vesting. Based on a Cessation Date of 30 April
2025, the number of shares held under your DSIP awards that will vest is summarised
in the table immediately below.
Award
Award
Form
Grant date
No. of
shares
granted
Expected vest
date
No. of
shares
retained
NCO Expected
Exercise window
DSIP 2022
Tranche 2
Nil-Cost
Options
04/03/2022
4,081
01/05/2026
4,081
1 May 2026 to 31
October 2026
DSIP 2023
Tranche 1
RSU
07/03/2023
1,115
01/05/2026
1,115
n/a
DSIP 2023
Tranche 2
RSU
07/03/2023
1,115
01/05/2026
1,115
n/a
DSIP 2024
Tranche 1
RSU
02/04/2024
2,472
01/05/2026
2,472
n/a
DSIP 2024
Tranche 2
RSU
02/04/2024
2,472
01/05/2026
2,472
n/a
7.6Unvested LRSI awards. In respect of your outstanding but unvested LRSI awards, as
Award
Award
Form
Grant date
No. of
shares
granted
Expected vest
date
No. of
shares
retained
NCO Expected
Exercise window
DSIP 2022
Tranche 2
Nil-Cost
Options
04/03/2022
4,081
01/05/2026
4,081
1 May 2026 to 31
October 2026
DSIP 2023
Tranche 1
RSU
07/03/2023
1,115
01/05/2026
1,115
n/a
DSIP 2023
Tranche 2
RSU
07/03/2023
1,115
01/05/2026
1,115
n/a
DSIP 2024
Tranche 1
RSU
02/04/2024
2,472
01/05/2026
2,472
n/a
DSIP 2024
Tranche 2
RSU
02/04/2024
2,472
01/05/2026
2,472
n/a
a good leaver your awards will vest on the later to occur of (a) the normal vesting date
(the “NVD”) applicable to each award, and (b) the date upon which your PTRs expire,
assuming that these have not been breached and, in accordance with the above, that you
have confirmed that you have not breached them and have met the Good Leaver
Conditions. Following vesting, any awards in the form of nil-cost options will remain
exercisable for a period of six months, upon the expiry of which these vested awards
shall lapse to the extent that they remain unexercised by that date.  Any awards in the
form of RSU awards will be released upon vesting.
The number of shares that vest under your LRSI awards shall be reduced by applying a
time pro-rata reduction to reflect both (i) the period from the date of grant of the award
to the Cessation Date relative to the period from the date of grant to the NVD, and (ii)
your part-time arrangements during the Transition Period (meaning reduction by 60%
for the Transition Period). The performance multipliers will be retained (pro-rated) and
performance will be tested at the end of the relevant performance period and any uplift
to the outstanding award applied.  Should the Chief Executive Officer and the
Compensation & Human Resources Committee, jointly, determine to waive the pro-
ration in relation to your period of part-time working, you will be notified prior to the
Cessation Date.
Based on a Cessation Date of 30 April 2025, the number of shares held under your RSI
awards that will vest is summarised in the table immediately below.
Award
Award
Form
Grant date
No. of
shares
granted
Expected
Vest Date
Pro-rated
no. shares
for FTE
and time
served*
Max no. of
shares for
Multiplier
element
Subject to
performance
NCO
Expected
Exercise
window
LRSI
2022
NCO
08/03/2022
10,267
01/05/2026
8,493
4,246
1 May 2026 to
31 Oct 2026
LRSI
2023
RSU
08/03/2022
7,350
01/10/2026
4,023
2,011
n/a
LRSI
2024
RSU
08/03/2022
5,856
01/09/2027
1,511
755
n/a
*Based on an Cessation Date of 30 April 2025
7.7Vested awards. You will retain any outstanding vested awards held by you on the
Cessation Date. Any awards granted in the form of nil-cost options shall remain
capable of exercise by you in accordance with the rules of the relevant scheme, for a
period of 6 months following the Cessation Date.  This exercise window is expected to
be from 1 May 2025 to 31 October 2025. Any awards in the form of RSU awards will
be released the day after the Cessation Date i.e. 1 May 2024.
7.8LRSI 2025. You will not be eligible for any LRSI grant (or any other form of long-
term incentive grant or award) in 2025.
7.9To the extent you possess any inside information regarding Flutter at any time, you will
continue to be subject to the restrictions imposed by the relevant legislation,
regulations, and dealing codes
7.10Tax. All payments received in respect of annual bonus, and the vesting and exercise
of DSIP and LRSI awards shall remain subject to the deduction and withholding of tax
and social insurance contributions (or their equivalent), for which you shall remain
liable. 
8. The terms and conditions as outlined in your Employment Contract will continue to apply as
normal until the Cessation Date save as modified above (and, for the avoidance of doubt, any
obligations under the Employment Contract which survive the end of your employment with
PLBL such as those at clause 20 of the Employment Contract, will continue to apply after the
Cessation Date).
Thank you again for your contribution to Flutter's business over the years and I look forward to
continuing to work with you over the coming months. I trust this clarifies the arrangements for your
Transition Period but if you have any queries, please do not hesitate to contact me.
Please sign and return one copy of this letter to me to confirm in writing your resignation from PLBL,
and your agreement to the arrangements set out above.
Yours sincerely,
/s/ Lisa Sewell
Lisa Sewell
Group Chief People Officer
For an on behalf of Power Leisure Bookmakers Limited
I have read and understood and agree to the above.
Signed, Accepted and Agreed:
……/s/ …… Pádraig Ó Ríordáin
………………………………………………..
PÁDRAIG Ó RÍORDÁIN
Date Accepted:
……12 December
2024……………………………………………………..