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Exhibit 10.34

[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.]
30 May 2024




Paul Edgecliffe-Johnson


and


Betfair Limited


    
TERMINATION AGREEMENT
    




THIS AGREEMENT is made on 30 May 2024
BETWEEN
(1)BETFAIR LIMITED registered in England with registered number 05140986 whose registered office is at Waterfront, Hammersmith Embankment, Winslow Road, London W6 9HP (the Company); and
(2)PAUL EDGECLIFFE-JOHNSON of Blythewood, The Highlands, East Horsley, Surrey KT24 5BQ (the Employee).
WHEREAS
(A)The Company employs the Employee as Chief Financial Officer of the Group under the terms of a service agreement dated 22 February 2023 (the Service Agreement).
(B)The Company has decided to terminate the Employee’s employment.
IT IS AGREED as follows:-
1.INTERPRETATION
1.1In this Agreement the following expressions, unless otherwise expressly stated, have the following meanings:
Buy-out Awards means awards granted to the Employee on 20 March 2023 and 2 April 2024 in respect of forfeited compensation on his leaving his prior employer, as summarised in clause 3.1(e);
Group Company means any of (i) the Company (ii) any holding company of the Company from time to time and (iii) any subsidiary of the Company or of any such holding company from time to time. Holding company and subsidiary shall have the meanings ascribed to them by Section 1159 of the Companies Act 2006, as amended;
PAYE Deductions means deductions made to comply with or to meet any liability of the Company to account for tax pursuant to regulations made under Chapter 2 of Part 11 of ITEPA 2003 and to comply with any obligation to make a deduction in respect of employee National Insurance contributions;
ITEPA 2003 means the Income Tax (Earnings and Pensions) Act 2003;
Service Agreement means the service agreement between the Employee and the Company dated 22 February 2023; and
Termination Date means 31 May 2024.


2.TERMINATION OF EMPLOYMENT
2.1The Employee’s employment with the Company will end on the Termination Date and the Employee agrees that with effect from the Termination Date he is immediately released from his notice period.
2.2The Employee’s salary will be paid and contractual benefits will be provided up to the Termination Date in the normal way. The Employee will be paid for any accrued but untaken holiday. All payments shall be made less any PAYE Deductions.
3.COMPENSATION AND TAXATION
3.1Provided the Employee complies with the terms of this Agreement, the Company agrees, without any admission of liability, to the following:
(a)a payment in lieu of the Employee’s 12 month notice period of £776,250 in respect of base salary and £69,863 in respect of pension contributions, paid within one month of the Termination Date;
(b)subject to production of a valid invoice addressed to the Employee but marked payable by the Company, the Company will pay a maximum of £5,000 plus VAT direct to the Employee’s legal advisers, towards the legal fees which the Employee incurred in connection with the termination of his employment, including the terms and effect of this Agreement;
(c)in respect of the 2024 financial year, the Employee will be eligible for a bonus under and in accordance with the terms of the Company’s discretionary Group bonus plan, with any bonus amount pro-rated for the period up to the Termination Date. Any such bonus will be calculated based on the Company’s achievement against the 2024 performance targets set and the outcome approved by the Compensation & HR Committee. Any bonus will be paid fully in cash (less any PAYE Deductions) at the same time as any current-year bonuses are normally paid to executive directors of the Company. There will be no deferral into shares;
(d)the Employee’s existing share awards under the Long-Term Incentive Plan will be treated in the following manner:
(i)Tranche 1 of the Consolidated LTIP will vest on its original vesting date, subject to a time pro-rating reduction to reflect the period up to the Termination Date;
(ii)Tranche 2 of the Consolidated LTIP will vest on its original vesting date, subject to a time pro-rating reduction to reflect the period up to the Termination Date;
(iii)Tranche 3 of the Consolidated LTIP will lapse immediately on the Termination Date; and
(iv)Tranche 4 of the Consolidated LTIP will lapse immediately on the Termination Date;
(e)the Employee’s existing share awards under the Deferred Share Incentive Plan will vest on the later of their respective original vesting dates and the expiry of the Employee’s post-termination restrictive covenants in accordance with clause 7;
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(f)the Employee’s Sharesave options will lapse immediately on the Termination Date;
(g)the Employee’s Buy-out Awards will be treated in the following manner:
(i)the Buy-out Award in respect of the 2021 Annual Performance Plan will vest on the later of their respective original vesting dates and the expiry of the Employee’s post-termination restrictive covenants;
(ii)the Buy-out Award in respect of the 2022 Long-Term Incentive Plan will vest on the later of their respective original vesting dates and the expiry of the Employee’s post-termination restrictive covenants;
(iii)the Buy-out Award in respect of the 2022 Annual Performance Plan will vest on the original vesting date; and
(iv)the Buy-out Award in respect of the 2023 Annual Performance Plan will vest on the original vesting date;
(h)save as otherwise provided in this Agreement, the Employee’s retained share awards will remain subject to their original terms and conditions;
(i)the Employee will be permitted to exercise any vested portion of his retained share awards during a 6-month exercise window from the relevant vesting date, and no holding period shall apply in respect of any shares he so acquires. If awards are not exercised during the relevant exercise window then they will lapse automatically upon the expiry of such window with no compensation. It is the Employee’s responsibility to ensure that awards are exercised in the windows provided, if he so wishes;
(j)the Company will procure that the Company’s current private medical subscription provided for the Employee, his spouse and his family members continues until 31 May 2025; and
(k)the Company will pay up to £10,000 in connection with the cancellation of the Employee’s salary sacrifice car, provided that the Employee returns the car within 7 days following the date of this Agreement and accordance with the terms of the salary sacrifice arrangement.
3.2the Employee must ensure that both the Flutter share plans team and the Company’s share plan administrator (currently Shareworks) has his up-to-date email address and mobile phone number at all times.
3.3Schedule 5 sets out a summary of the treatment of Employee’s unvested share awards.
4.REFERENCE
Subject to any legal or regulatory requirement, at the request of a prospective employer the Company will provide the Employee with a reference in the terms attached at Schedule 3. If after the date of this Agreement the Company becomes aware of any matters that make or may make the terms of the reference materially inaccurate or misleading, the Company may make alterations to its terms to ensure that the reference is
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accurate and not misleading. The Employee will be given notice of any changes that are made.
5.SETTLEMENT
5.1The Employee agrees with the Company, for itself and for and on behalf of each other Group Company and each of its or their current or former officers or employees, to accept the terms set out in this Agreement in full and final settlement of all claims that the Employee has or may have against the Company or any other Group Company or any of its or their current or former officers or employees, whether contractual, statutory or otherwise, (and, save in respect of statutory claims, whether such claims are known or could be known or are in contemplation of the parties at the Termination Date, or exist now or in the future) arising out of or in connection with the Employee’s employment or its termination or his directorship or resignation from any directorship of any the Company or Group Company and the Employee hereby irrevocably waives and releases the Company, each Group Company, and each of its or their current and former officers and employees from any such claim.
This Agreement shall not prevent the Employee from pursuing any claim:
(a)to enforce this Agreement; or
(b)relating to pension rights that have accrued at the Termination Date; or
(c)for personal injury where such personal injury claim is wholly unrelated to the circumstances surrounding and leading to the entry into this Agreement, and by signing this Agreement, the Employee warrants that he is not aware of any basis for any claims that he may have for personal injury against the Company or any other Group Company.
5.2The Employee confirms:
(a)that he has taken legal advice from a relevant independent adviser within the meaning of the acts and regulations referred to at clause 5.2(c) as to the terms of this Agreement and its effect on his ability to pursue his rights before an employment tribunal;
(b)without prejudice to the generality of clause 5.1 that this Agreement relates to the Employee’s claims for:
(i)Breach of contract or wrongful dismissal;
(ii)Unfair dismissal under the Employment Rights Act 1996;
(iii)A statutory redundancy payment under the Employment Rights Act 1996;
(iv)Discrimination, victimisation or harassment related to sex under the Equality Act 2010;
(v)Discrimination or victimisation related to marital or civil partnership status under the Equality Act 2010;
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(vi)Discrimination, victimisation or harassment related to race under the Equality Act 2010;
(vii)Discrimination, victimisation or harassment related to disability under the Equality Act 2010;
(viii)Discrimination, victimisation or harassment related to sexual orientation under the Equality Act 2010;
(ix)Discrimination, victimisation or harassment related to religion or belief under the Equality Act 2010;
(x)Discrimination, victimisation or harassment related to age under the Equality Act 2010;
(xi)Detriment or dismissal in relation to protected disclosures under the Employment Rights Act 1996 and the Public Interest Disclosure Act 1998; and
(xii)Unauthorised deduction from wages under the Employment Rights Act 1996.
(c)that the conditions regulating settlement agreements under the following provisions have been satisfied and the Employee and his independent legal adviser have signed the attached certificate confirming this:
(i)Section 203 of the Employment Rights Act 1996; and
(ii)Section 147 of the Equality Act 2010;
(d)that the only claims the Employee has or may have against the Company or any Group Company or its or their officers or employees relating to his employment with the Company or its termination are specified in clause 5.2(b).
6.REPAYMENT CLAUSE
If the Employee materially breaches any provision of this Agreement or pursues a claim against the Company or any Group Company relating to his employment or its termination, he acknowledges and agrees that the net amount of any payment made to him or value of benefit provided under clause 3.1 (b), (c), (d), (e) and (g) of this Agreement shall be immediately repayable to the Company upon demand and the Company shall be released from any continuing obligations under this Agreement.
7.RESTRICTIVE COVENANTS AND CONFIDENTIAL INFORMATION
7.1The Employee acknowledges that the provisions of clause 19 of the Service Agreement will remain in full force and effect notwithstanding the termination of the Employee’s employment.
7.2The Employee will continue to comply with the provisions of clause 18 of the Service Agreement relating to confidential information.
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8.RETURN OF COMPANY PROPERTY
8.1In accordance with clause 16.14(a) of the Service Agreement, the Employee will within 7 days of signing this Agreement return to the Company all papers, documents and information in any form (including copies and whether written or on disc, USB stick or other electronic format), and any other property provided to him by the Company or any other Group Company, whether or not owned by a Group Company, which is currently in the Employee’s possession, custody or power. If any property belonging to the Company or any other Group Company subsequently comes into the Employee’s possession, custody or power the Employee agrees to return it to the Company immediately. The Employee further undertakes that he has not taken unauthorised copies of any papers or documents or information in any form. Notwithstanding the foregoing, it is agreed that the Company will within 7 days of the Employee signing this Agreement request that the Employee’s mobile number ([***]) be ported to the Employee, and the Employee will be permitted to retain his iPad and phone.
9.DIRECTOR RESIGNATIONS
9.1The Employee agrees that he shall resign with immediate effect as a director of the Company and his directorships, offices and positions that he may hold with other Group Companies and from any other offices, trusteeships or positions that he may hold by virtue of his employment with the Company by delivering a letter of resignation in the terms of the attached Schedule 1 addressed to the directors of each company listed in Schedule 2 and, to the extent additional formalities are required in relation to resignation from directorships, offices and positions held with any Group Company incorporated outside of the UK, by taking such additional reasonable steps as are required to effect such resignation.
10.D&O INSURANCE
For six years following the Termination Date, the Company will procure that the Employee continues to be covered under the Company’s Directors, Officers and Professional insurance cover in respect of the period during which the Employee was a director or officer of the Company or any other Group Company, provided that such cover is maintained for directors or officers of the Company or any other Group Company generally).
11.PUBLIC STATEMENT OR ANNOUNCEMENT
11.1Save as required by law or any regulatory authority, including as required under any public disclosure obligations, it is agreed that any public statement or announcement that will be made by either party concerning the termination of the Employee’s employment and/or the Employee’s resignation from office shall be consistent with Schedule 4. Subject to the other terms of this clause 11, neither the Employee nor the Company will deviate from the wording of Schedule 4 in any public statement or announcement relating to the Employee unless agreed in writing by the parties. Nothing in this Agreement shall prevent the Company from responding to any questions that may be raised by regulators or investors in connection with the termination and/or resignation or from correcting any inaccurate statements or rumours in connection with the termination and/or resignation.
11.2Following the public announcement of his departure, the Employee is permitted to send an email in the following terms only:
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[***]
12.NON-DISCLOSURE
12.1The Employee will not disclose the circumstances concerning the termination of the Employee’s employment or the existence or terms of this Agreement to anyone (whether orally or in writing, including, without limitation, any disclosure on any social media platform or, in the case of the Employee, any personal web page), save that nothing in this clause shall prevent the Employee:
(a)from (i) complying with any legal disclosure requirement; (ii) making a disclosure to, or cooperating with any investigation or prosecution by any regulatory authority, the police or any other law enforcement agency; (iii) making a disclosure to his professional advisers (including any medical adviser or counsellor); (iv) making a disclosure to his insurers for the purposes of processing an insurance claim; (v) enforcing the terms of this Agreement; or (vi) making a disclosure to any competent taxation authority; or
(b)from making a disclosure (i) to the Employee’s spouse or civil partner (provided that the spouse or civil partner agrees to keep the contents of such disclosure confidential); or (ii) which qualifies as a protected disclosure under section 43A of the Employment Rights Act 1996.
12.2Without prejudice to clause 12.1, the Employee will not discuss the termination of his employment with any member of the Flutter Entertainment plc Executive Committee, members of his team, or any other employee of a Group Company, save that if he responds to a question that he is asked by any member of the Executive Committee, member of his team or other employee regarding the reason for his departure from the Company, the Employee is only permitted to say that in light of his family commitments in the UK, and the requirements of the US primary listing, the Board concluded that it was in the best interests of Flutter for him to step down.
12.3Save as required by law or to comply with any regulatory requirement, it is agreed that the Employee will not make any derogatory or disparaging comments (whether orally or in writing, including without limitation, any comments on any social media platform or, in the case of the Employee, any personal web page) about the Company or any Group Company, its or their officers, shareholders or employees.
13.INVESTIGATION OR LITIGATION ASSISTANCE
13.1The Employee agrees to assist and to fully cooperate with the Company and any Group Company in connection with any internal investigation or any investigation undertaken by any regulatory body, or dispute or claim of any kind involving the Company or any Group Company, including but not limited to any proceeding (civil, regulatory, or criminal) before any arbitral, administrative, judicial, legislative, regulatory or other body or agency such assistance and cooperation to include, but not be limited to:
(a)meeting with and providing information to the Company and any Group Company (and its or their legal advisers) and any regulatory body;
(b)co-operating in the preparation of witness statements;
(c)attending any relevant hearing to give evidence;
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(d)performing all acts and executing and delivering any documents that may be reasonably necessary to comply with his obligations under this clause 13.
13.2In seeking the Employee’s assistance and cooperation under this clause, the Company shall have reasonable regard to the Employee’s other commitments at that time.
13.3The Company shall reimburse the Employee for any expenses reasonably and properly incurred by him in providing such assistance and cooperation, subject to the Company receiving evidence to the Company’s satisfaction of such expenses.
14.NO BREACH
14.1The Employee represents and warrants that he has not at any time during his employment committed any material breach of any express or implied term of the Service Agreement that would have given rise to a right of the Company to terminate the Employee’s employment summarily without compensation had the Company been aware of such breach.
15.TAX
Save for deductions made by the Company, the Employee accepts that he will be responsible for the payment of any income tax and employee’s National Insurance contributions (including, without limitation, any interest, penalties or fines arising from any non-payment) imposed by any competent taxation authority by reason of the Employee’s receipt of or entitlement to the payment and benefits referred to in this Agreement and the Employee agrees to indemnify the Company and any Group Company on a continuing basis against any income tax and employee’s National Insurance contributions (including, without limitation, any interest, penalties or fines) imposed by any competent taxation authority by reason of the Employee’s receipt of or entitlement to any such payments or benefits. For the avoidance of doubt, the Employee’s obligation to indemnify the Company and any Group Company in respect of any interest, penalties or fines shall not apply where such interest, penalties or fines arise from a failure by the Company or any other Group Company to pay to a competent tax authority amounts deducted from payments made to the Employee under the terms of this Agreement. The Company will give the Employee reasonable notice of any tax demand which may lead to liabilities to the Employee under this Agreement and provide the Employee with reasonable access to any documentation the Employee may reasonably be required to dispute any claim.
16.MISCELLANEOUS
16.1A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
16.2This agreement constitutes the entire agreement and understanding between the parties and supersedes all other agreements, both oral and in writing, between the Company, any Group Company and the Employee (other than the provisions of the Service Agreement specifically referred to).
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16.3If any part of this Agreement is found to be void, the parties agree that such part or parts should be deleted as are necessary to make the agreement valid and effective.
16.4The headings in this Agreement are used for convenience only and shall not affect its construction.
16.5This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.
16.6This Agreement has been entered into on the date stated at the beginning of it.
16.7The terms of this Agreement will cease to be ‘without prejudice’ and ‘subject to contract’ on execution by both parties.
16.8The construction, interpretation and performance of this Agreement will be governed by the laws of England to the exclusive jurisdiction of whose courts the parties agree to submit.
The attached copy of this Agreement should be signed, dated and returned to the Company’s legal advisers (together with the certificate, which forms part of this Agreement) to signify the Employee’s agreement to its terms.

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/s/ Peter Jackson

SIGNED for and on behalf    )
of BETFAIR LIMITED    )
/s/ Edward Traynor    
Signature of Witness
Edward Traynor
Name of Witness
Belfield Office Park, Beech Hill Road
Clonskeagh, Dublin 4, D04 V972
Address of Witness
General Counsel and Company Secretary
Occupation of Witness

/s/ Paul Edgecliffe-Johnson    
SIGNED by PAUL EDGECLIFFE-JOHNSON    )

[Signature page]

LEGAL ADVISER’S CERTIFICATE
I, Ruby Dinsmore hereby certify to Betfair Limited that:
(a)    I am a relevant independent adviser (as defined by Section 203 of the Employment Rights Act 1996 and Section 147 of the Equality Act 2010);
(b)    I have given independent legal advice to Paul Edgecliffe-Johnson as to the terms of this agreement and its effect on his ability to pursue his rights before an employment tribunal;
(c)    At all times when such independent legal advice was given, either I or Penningtons Manches Cooper, the firm in which I am a partner had in force a policy of insurance covering the risk of a claim by Paul Edge-Johnson in respect of loss arising in consequence of such advice.
_________________________    Date:
I confirm that I have taken advice as set out above, and that the conditions regulating settlement agreements under Section 203 of the Employment Rights Act 1996 and Section 147 of the Equality Act 2010 have been satisfied.
__/s/ Paul Edgecliffe-Johnson    Date: 30 May 2024
Paul Edgecliff-Johnson



SCHEDULE 1

RESIGNATION AS A DIRECTOR
[Date]
The Directors of Betfair Limited (the Company)
[Address]
Dear Sirs and Madams
Resignation as director
I hereby resign as a director of Betfair Limited and as a director of all the companies listed in the attached Schedule, my resignation to take immediate effect.
I confirm that I have no claim for compensation for loss of office or for unfair or wrongful dismissal or redundancy or discrimination against the Company or its subsidiaries or the respective officers and employees of any of them.
Yours faithfully

Paul Edgecliffe-Johnson



SCHEDULE 2

DIRECTOR RESIGNATIONS
Company
FanDuel Group plc
FanDuel Group Parent LLC
FanDuel International Ltd
Flutter Financing B.V.
Flutter Holdings B.V.
Flutter Entertainment plc
TSE Holdings Limited



SCHEDULE 3

[INTENTIONALLY OMITTED]


SCHEDULE 4

[INTENTIONALLY OMITTED]



SCHEDULE 5

SUMMARY OF TREATMENT OF UNVESTED SHARE AWARDS
AwardGrant DateNumber of Shares GrantedOriginal Vesting DateTreatmentNumber of Shares RetainedSubject to Performance ConditionsExercise Window
DSIP 2024 Tranche 12 April 20242,1912 April 2027Retained in full2,191No2 April 2027 to 1 October 2027
DSIP 2024 Tranche 22 April 20242,1922 April 2028Retained in full2,192No3 April 2028 to 29 September 2028
Consolidated LTIP Tranche 128 April 202314,12328 April 2026Yes, time pro- rated up to 31 May 20246,661Yes28 April 2026 to 27 October 2026
Consolidated LTIP Tranche 228 April 202314,12328 April 2027Yes, time pro- rated up to 31 May 20241,958Yes28 April 2027 to 27 October 2027
Consolidated LTIP Tranche 328 April 202314,12328 April 2028Lapses0LapsesN/A
Consolidated LTIP Tranche 428 April 202314,12328 April 2029Lapses0LapsesN/A
Buy-out – 2021 Bonus20 March 20235,05528 February 2025Retained in full5,055No31 May 2025 to 28 November 2025
Buy-out – 2022 LTIP20 March 20239,81810 March 2025Retained in full9,818No31 May 2025 to 28 November 2025
Buy-out – 2022 Bonus20 March 20234,60410 March 2026Retained in full4,604No10 March 2026 to 9 September 2026
Buy-out – 2023 Bonus2 April 202462710 March 2027Retained in full627No10 March 2027 to 9 September 2027
Sharesave 20236 October 2023165N/ALapses0LapsesN/A