EXHIBIT 10.23
NTL:
NTL INCORPORATED
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Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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6th November 2002
WITHOUT PREJUDICE
Dear ▇▇▇▇▇▇▇
COMPROMISE AGREEMENT
I refer to our discussions concerning the termination of your employment with
ntl Incorporated ("ntl"). The purpose of this letter agreement is to set out the
terms which ntl is prepared to offer you and which are as follows:
1. Your employment with ntl will terminate on 30 November 2002 ("the
Termination Date").
2. You will receive your basic salary and all other contractual benefits,
including your retention bonus (the amount of the retention bonus being
L225,000 gross which shall be paid less tax and National Insurance on
the date that November's payroll is paid), plus any further annual
variable compensation performance bonus due for the second six months
of 2002 up to and including the Termination Date. All salary and bonus
payments will be paid less tax and National Insurance. You will receive
the sum of L525,000 gross less basic rate tax and National Insurance
being payment in lieu of your notice. This sum being fully inclusive of
your basic salary and guaranteed bonus for the entirety of the notice
period. This payment will be made 2 days after the Termination Date
(after the issue of your P45) and will be paid by transfer into the
bank account into which your salary is normally paid. You will
indemnify ntl in respect of any tax or National Insurance for which ntl
has to account in respect of this payment or the other terms contained
in this letter agreement.
3. You will also receive a payment of L75,000, by way of compensation for
the termination of your employment of which L30,000 will be paid
without deduction of tax. ntl will deduct tax at the basic rate and
National Insurance from the balance. This payment will be made within 2
days of the Termination Date and will be paid by transfer into the bank
account into which your salary is normally paid. You will indemnify ntl
in respect of any
tax or national insurance for which ntl has to account in respect of
this payment or the other terms contained in this letter agreement.
4. You may determine by notice in writing to ntl at least 15 days before
the Termination Date that a part of the sum payable to you under
paragraph 2 shall be paid by ntl to a FURB in which event the amount
will be paid to you gross but will be subject to income tax in your
hands.
5. ntl will make a one time payment of L30,962 gross on the Termination
Date into your pension fund, (subject to Inland revenue regulations).
ntl will continue to pay your car allowance at current rate on a
monthly basis for the duration of the notice period ie until 1st
January 2004 or until you are employed in alternative employment with
at least equal car benefit.
6. You should submit your final expenses claim, if any, made up to 30
November 2002 within 14 days of the Termination Date. You will be
reimbursed for all expenses reasonably incurred by you in the proper
performance of your duties in accordance with normal ntl guidelines.
7. You confirm that you will return by 30 November 2002 to ntl all books,
documents, papers, computer discs and other media (including copies),
credit cards (other than the petrol card which may be retained and used
until January 2004), keys, and all other property belonging to or
relating to the business of ntl except your domestic computer equipment
and mobile telephone and SIM card. Your mobile phone account will
transfer to you from 30 November 2002.
8. For the period of 12 months from the Termination Date or until you
enter alternative full time employment with at least equal healthcare
cover, which ever is the sooner, ntl will continue to fund your family
healthcare cover at no lesser level than at 30 November 2002.
9. You will not without the prior written consent of ntl divulge to any
person or use for your own benefit or the benefit of any person any
information of a confidential or proprietary nature concerning the
business of ntl or of any associated company of ntl or of any customer
or supplier of ntl which has come to your knowledge during the course
of your employment. In addition, both parties will keep the fact and
terms of this letter agreement confidential and will not disclose them
to any third party other than as required by law or in order to
instruct their professional advisors or in your case to discuss them
with immediate family members.
10 Clause 6 (Non-Compete; Non-Solicit) of your Employment Agreement (save
Clause 6 (viii) which the parties agree shall be hereby deleted with
effect from the Termination Date) shall remain in full force and effect
notwithstanding the termination of your Employment Agreement.
10.1 For the purposes of 6 (iii) of your Employment Agreement, the specified
organisations of the Prohibited List for which you shall not render
services for 12 months from the
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Termination Date are British Telecom, BSkyB, Freeserve, AOL and
Telewest or their subsidiary companies directly competing with ntl.
11. The Company will pay your reasonable legal costs for legal advice as to
the terms and effect of this letter agreement up to a maximum of
L4,500 (exclusive of VAT). Payment will be made direct to your
solicitors subject to receipt of an appropriate VAT invoice addressed
to ntl from your solicitors.
12. These terms are offered without any admission of liability and are in
full and final settlement of all claims and rights of action (whether
under statute, common law or otherwise) in any jurisdiction in the
world (including, but not limited to, a claim for unfair dismissal,
breach of contract, unlawful deduction from wages or any other claim
which could be brought in the Civil Courts or in an Employment Tribunal
pursuant to the Employment Rights ▇▇▇ ▇▇▇▇, the Sex Discrimination ▇▇▇
▇▇▇▇, the Equal Pay ▇▇▇ ▇▇▇▇, the Race Relations ▇▇▇ ▇▇▇▇, Article 119
of the Treaty of Rome, the Disability Discrimination ▇▇▇ ▇▇▇▇, the
Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇, the Working
Time Regulations 1998 and the National Minimum Wage Act 1998) which you
have or may have against ntl or any associated company of ntl, their
officers, employees, shareholders, or investors (or any representative
of the foregoing) arising from or connected with your employment, the
termination thereof or any other matter concerning ntl PROVIDED ALWAYS
that (i) this paragraph shall not apply to any claim you have or may
have for personal injury or in respect of pension rights or pension
benefits which have accrued to you up to the Termination Date; (ii)
nothing in this Agreement shall affect any rights or claims you may
have under or arising from the various directors and officers liability
insurance policies maintained by ntl or the ntl Group or any associated
companies, which shall continue to provide cover for you in accordance
with their terms; (iii) in particular, without limitation, legal
representation for you in the various class action suits proceeding in
the New York courts ("the class actions") shall continue to be provided
to you in accordance with the terms of ntl's directors and officers
liability insurance referred to in (ii) above, notwithstanding that you
are leaving ntl; and (iv) nothing in this Agreement shall prevent you
from taking any steps that you are advised to take to defend and/or
protect your position in the class actions or any other litigation to
which you are made a party by reason of your employment by ntl Inc or
actions or omissions as a director or officer of any relevant company,
but if such steps are not authorised or advised by counsel appointed by
ntl's insurers, ntl shall have no liability or responsibility to you if
such directors and officers liability insurance policies are no longer
valid or do not continue to provide cover for you in either case due to
your own (as opposed to any other person's) default.
13. You confirm that you have received independent advice from ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ as to the terms and effect of this letter agreement and have
discussed with your independent adviser your ability to pursue the
claims listed below and in particular its effect on your ability to
pursue your rights before an Employment Tribunal or any other court in
relation to the following claims:
- unfair dismissal
- redundancy
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- unlawful deductions from wages under the Employment Rights ▇▇▇
▇▇▇▇
- sex, race or disability discrimination
- equal pay
- any claim under the Trade Union and Labour Relations
(Consolidation) Act 1992 (as amended)
- any claim under and/or concerning the Working Time Regulations
1998
- any claim under and/or concerning the National Minimum Wage
▇▇▇ ▇▇▇▇
- breach of contract
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ is a relevant independent adviser (within the meaning
of section 203 of the Employment Rights Act 1996) and there was in
force when he gave the advice referred to in this paragraph cover under
a contract of insurance or an indemnity provided for members of a
profession or professional body covering the risk of a claim by you in
respect of loss arising in consequence of this advice.
14. This letter agreement satisfies the conditions relating to compromise
agreements under section 203 of the Employment Rights ▇▇▇ ▇▇▇▇, section
77 of the Sex Discrimination ▇▇▇ ▇▇▇▇, section 72 of the Race Relations
▇▇▇ ▇▇▇▇, section 9 of the Disability Discrimination ▇▇▇ ▇▇▇▇, section
288 of the Trade Union and Labour Relations (Consolidation) ▇▇▇ ▇▇▇▇,
section 35 of the Working Time Relations 1998 and section 49 of the
National Minimum Wage ▇▇▇ ▇▇▇▇.
15. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ by signing this letter agreement confirms to ntl that,
to the best of his knowledge and belief, the statements set out in
paragraph 13 above are correct.
16. Subject to the foregoing, both parties agree not to make any public
statements (in the case of ntl by its senior management or ntl's
official public relations representatives), which may have the effect
of damaging or lowering the reputation of the other (which in ntl's
case shall include ntl Group or any of its officers or employees).
17. ntl will make a press announcement substantially in the form of the
attached draft and neither party shall make any other public statements
which are inconsistent with the agreed announcement.
18. ntl will provide on request from future prospective employers,
truthful, positive and helpful written references for you (consistent
with the agreed announcement) and any answers to oral enquiries
concerning you will be in commensurate positive and helpful terms.
19. You agree that all rights you may have with respect to any equity-based
compensation of ntl or any of its associated companies shall terminate
as of date you execute this letter agreement without any liability to
ntl or any of its associated companies for such termination.
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Yours sincerely
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇ for and on behalf of NTL INCORPORATED
I hereby confirm my acceptance to the above terms.
Signed: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Dated: 7th November 2002
I, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ hereby confirm that I am a relevant independent adviser
within the meaning of section 203 of the Employment Rights ▇▇▇ ▇▇▇▇ and with a
valid policy of insurance or indemnity in force.
Signed: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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INDEPENDENT ADVISER
Dated: 7 November 2002
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NTL:
MEDIA RELEASE
NTL'S UK MANAGING DIRECTOR AND COO
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ TO LEAVE AT YEAR END
New York, November 7, 2002 - NTL Incorporated (OTC BB: NTLD; NASDAQ Europe:
NTLI), announced today that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director and Chief
Operating Officer of NTL UK and Ireland, has decided to leave the Company at the
end of this year following NTL's expected completion of its recapitalisation and
emergence from US Chapter 11 and the successful completion of his operational
objectives.
▇▇▇▇▇▇▇ joined NTL from his position as CEO of J ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ UK Group. Since
that time he has focused on integrating CWC Consumer Co into the business,
improving operating efficiencies and reducing costs. During this period NTL has
also become operating cash flow positive and established a market leadership
position in broadband services.
▇▇▇▇▇▇▇ ▇▇▇▇▇, President and CEO of NTL said "Over the past two years ▇▇▇▇▇▇▇
has achieved a great deal at NTL. We are now the clear leader in broadband with
40% market share and our EBITDA margin has increased from 11% in 2000 to 28% in
our latest quarterly results. I am sad to see ▇▇▇▇▇▇▇ go and I wish him well.
The UK management team and I are now well situated to emerge from our
recapitalisation process and re-establish ourselves in the competitive
marketplace."
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ said "We have achieved an enormous amount over the last two
years, delivering broadband leadership and positive operating cash flow. With
▇▇▇▇▇▇▇ now based in the UK and returning to full-time operations, and with NTL
on track to emerge from US Chapter 11 in November I feel the time is right to
move on."
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MEDIA: ANALYSTS:
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