DATED 3rd July 2009
Exhibit
10.2
|
DATED 3rd
July
2009
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VIRGIN
MEDIA LIMITED
and
▇▇▇▇
▇▇▇▇▇▇▇
Virgin
Media Limited
▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
▇▇▇
CONTENTS
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Clause
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Page
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1
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DEFINITIONS
AND INTERPRETATION
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1
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2
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TERM
OF EMPLOYMENT
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2
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3
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DUTIES
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2
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4
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HOURS
OF WORK
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3
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5
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GRATUITIES
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4
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6
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CODES
OF CONDUCT
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4
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7
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REMUNERATION
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5
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8
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PENSION
SCHEME
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6
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9
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OTHER
BENEFITS
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6
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10
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COMPANY
CAR ALLOWANCE
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7
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11
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EXPENSES
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8
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12
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ANNUAL
LEAVE
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8
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13
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ILLNESS
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8
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14
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RESTRICTIONS
DURING EMPLOYMENT
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9
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15
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INTELLECTUAL
PROPERTY
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9
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16
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CONFIDENTIALITY
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10
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17
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DATA
PROTECTION
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11
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18
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DEDUCTIONS
FROM SALARY
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11
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19
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HEALTH
AND SAFETY
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12
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20
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ENTITLEMENT
TO WORK IN THE UK
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12
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21
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MONITORING
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12
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22
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TERMINATION
OF EMPLOYMENT
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12
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23
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SUSPENSION
AND GARDEN LEAVE
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14
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24
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TERMINATION
AND RETURN OF COMPANY PROPERTY
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15
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25
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RECONSTRUCTION
OR AMALGAMATION
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16
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26
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RESTRICTIONS
AFTER EMPLOYMENT
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16
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27
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SEVERABILITY
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19
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28
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THIRD
PARTIES
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19
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29
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NOTICES
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20
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30
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STATUTORY
INFORMATION
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20
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31
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MISCELLANEOUS
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20
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32
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CHANGES
TO TERMS AND CONDITIONS
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21
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SCHEDULE
1
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22
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SCHEDULE
2
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23
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SCHEDULE
3
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24
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SCHEDULE
4
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25
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THIS DEED is made on 3rd July
2009
BETWEEN:
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(1)
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Virgin Media Limited
whose registered
office is at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (the
“Company”); and
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(2) ▇▇▇▇ ▇▇▇▇▇▇▇ (the
“Executive”).
RECITAL
The
Company shall employ the Executive and the Executive shall serve the Parent as
Chief Executive Officer on the following terms and subject to the following
conditions (the “Agreement”):
NOW
THIS DEED WITNESSES:
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1
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DEFINITIONS AND
INTERPRETATION
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1.1
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In
this Agreement unless the context otherwise requires the following
expressions shall have the following
meanings:
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“Board”
the board
of directors from time to time of any Group Company as the case may be
(including any committee of the board duly appointed by it);
“Change
in Control”
as
defined in Schedule
4;
“Compensation
Committee”
the
Compensation Committee of the Parent;
“Garden
Leave”
any
period during which the Company has exercised its rights under clause 23.2;
and
“Group”
the
Company, its holding company (as defined in Section 736 of the Companies Act
1985) (including, without limitation, Virgin Media Inc.) and its group
undertakings (as defined in Sections 258 and 259 of the Companies Act 1985) from
time to time and “Group
Company” means any one of them.
“Parent”
Virgin
Media Inc., a Delaware corporation, and any successor thereto;
“Previous
Agreement”
the Deed
dated as of 7 May 2008 between Virgin Media Limited and the Executive, as
amended; and
“Termination without Cause” as
defined in Schedule 4.
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1.2
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Any
reference to a statutory provision shall be deemed to include a reference
to any statutory modification or re-enactment of
it.
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1.3
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The
headings in this Agreement are for convenience only and shall not affect
its construction or interpretation.
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1.4
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References
in this Agreement to a person include a body corporate and an incorporated
association of persons and references to a company include any body
corporate.
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1.5
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Where
appropriate, references to the Executive include his personal
representatives.
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2
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TERM OF
EMPLOYMENT
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2.1
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The
employment of the Executive shall be deemed to have commenced
on 26 September 2005 and (subject to termination as provided below) shall
be for an indefinite period terminable by the Company giving the Executive
30 days notice in writing and by the Executive giving the Company six
months notice in writing. Effective as of the date hereof, the Previous
Agreement is suspended and shall no longer be in
force.
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2.2
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Notwithstanding
clause 2.1 above the employment of the Executive shall automatically
terminate on the day when the Executive reaches age
65.
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2.3
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The
Executive represents and warrants that he is not bound by or subject to
any contract, court order, agreement, arrangement or undertaking which in
any way restricts or prohibits him from entering into this Agreement or
performing his duties under it and undertakes to indemnify the Company
against any claims, costs, damages, liabilities or expenses which the
Company may incur as a result of any claim that he is in breach of any
such obligations.
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2.4
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So
long as the Executive is employed as Chief Executive Officer, he shall
not, without consent of the Parent, resign his position as a member of the
board of directors of the Parent.
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3
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DUTIES
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3.1
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The
Executive shall during his employment under this
Agreement:
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3.1.1
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perform
the duties and exercise the powers which the Company may from time to time
properly assign to him in his capacity as Chief Executive Officer or in
connection with the conduct and management of the business of any Group
Company (including serving on the board of such Group Company or on any
other executive body or any committee of such a
company);
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3.1.2
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do
all in his power to promote, develop and protect the business of the Group
and at all times and in all respects conform to and comply with the proper
and reasonable directions and regulations of the
Group;
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3.1.3
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devote
the whole of his working time and attention to the duties assigned to
him;
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3.1.4
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faithfully
and diligently serve the Group;
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3.1.5
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act
in the best interests of the Group;
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3.1.6
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comply
with his fiduciary duties;
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3.1.7
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not
enter into any arrangement on behalf of the Group which is outside its
normal course of business or his normal duties or which contains unusual
or onerous terms; and
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3.1.8
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report
the wrongdoing (including acts of misconduct, dishonesty, breaches of
contract, fiduciary duty, company rules or the rules of the relevant
regulatory bodies) whether committed, contemplated or discussed by any
other director or member of staff of any Group Company of which the
Executive was aware to the General Counsel or to the Chief People Officer
if it involves the General Counsel immediately, irrespective of whether
this may involve some degree of self
incrimination.
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3.2
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The
Executive shall give to the Board of the Parent such information regarding
the affairs of the Group as it shall require, and in any event, report
regularly and keep the Board of the Parent
informed.
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3.3
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The
Executive shall carry out his duties and exercise his powers jointly with
any other executive(s) appointed by the Board of the Parent and / or the
Company to act jointly with him and the Board of the Parent may at any
time require the Executive to cease performing or exercising the said or
any duties or powers.
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3.4
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The
Executive’s normal place of work will be ▇▇▇▇▇▇▇ ▇▇▇▇ Business Park,
▇▇▇▇▇▇▇ Way, Hook (and the London office as required). The Executive
agrees that he may however work in any place within the United Kingdom,
which the Company may reasonably require and he may be required to travel
abroad when required by the Group for the proper performance of his
duties.
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4
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HOURS OF
WORK
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4.1
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The
Executive will comply with the Group's normal hours of work and will also
work such additional hours as are reasonably necessary to perform his
duties. He will not receive any further remuneration for any hours worked
in addition to the normal working
hours.
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4.2
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The
Executive agrees that the performance of his duties pursuant to this
Agreement may require him to work more than 48 hours per week and consents
to opt out of that part of the Working Time Regulations 1998 which limits
the working week to a maximum of 48 hours averaged over 17 weeks. The
Executive may withdraw this consent to work more than 48 hours per week by
giving not less than three months' notice to the General Counsel or Chief
People Officer.
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5
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GRATUITIES
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5.1
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The
Executive shall not directly or indirectly accept any commission, rebate,
discount or gratuity in cash or in kind from any person who has or is
having or is likely to have a business relationship with any Group Company
unless the gratuity is of minimal value and only made on an occasional
basis.
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5.2
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Notwithstanding
clause 5.1 above, the Executive shall register any such gratuity on the
Gifts and Hospitality Register, whether or not any such gift or
hospitality is accepted. Details of the Gifts and Hospitality Register are
available from Human Resources or via the Group Risk and Human Resources
intranet sites.
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6
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CODES OF
CONDUCT
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6.1
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The
Executive shall comply (and procure that his spouse and minor children
shall comply) with all applicable rules and regulations of the NASDAQ
Exchange and the laws of the United States of America applicable to any
Group Company, including without limitation the regulations of the U.S.
Securities and Exchange Commission, and any other codes, rules or
regulations of any other relevant regulatory authority in the UK, USA or
any other relevant jurisdiction from time to time in relation to the
holding or trading of shares, debentures or other
securities.
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6.2
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The
Executive shall comply with any Codes of Conduct of the Group (including
but not limited to the Group’s Code of Conduct together with the Code of
Ethics for Principle Executive and Senior Officers of Virgin Media Inc.
and Virgin Media Investment Holdings Limited and the Group's ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Policy) from time to time in force and any other relevant
regulatory authority. The Company may require from time to time
questionnaires or other forms to be completed by the Executive in
connection with these Codes of Conduct and other policies; the Executive
agrees to complete these forms in a timely
fashion.
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6.3
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The
Executive shall sign the Group’s Certificate of Compliance in relation to
any such codes; a copy of the Certificate is appended to this Agreement
under Schedule 3. In the event that the Company requires further
certifications, the Executive agrees to comply in a timely
fashion.
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7
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REMUNERATION
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7.1
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The
Company shall pay to the Executive a salary at the rate of five hundred
and fifty thousand pounds (£550,000) gross per year subject to deductions
for income tax and national insurance contributions and inclusive of any
fees payable to him by reason of his holding any Office in any Group
Company.
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7.2
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The
Executive’s salary shall accrue from day to day and be payable by equal
monthly instalments in arrears on or about the 26th of each
month.
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7.3
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The
Executive’s salary shall be reviewed once in every year. The undertaking
of a salary review does not confer a contractual right (whether express or
implied) to any increase in salary and the Executive acknowledges that any
salary increase is at the discretion of the
Company.
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7.4
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The
Executive is eligible to participate in such bonus scheme as the Group may
from time to time nominate subject to the rules of such scheme as amended
from time to time. The payment of any bonus together with any amount
payable is at the Group’s absolute discretion and may from time to time be
determined by the Group. A bonus if awarded may be in cash,
shares (restricted or otherwise) of Virgin Media Inc or options or phantom
options over such shares or a mixture thereof at the discretion of the
Compensation Committee. Any bonus payment will not be part of
the contractual remuneration or fixed salary hereunder. Details of the
bonus scheme will be communicated to the Executive
separately.
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7.5
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The
entitlement to and payment of any bonus is conditional upon the Executive
being employed and not having given notice on the last calendar day of the
month in which the bonus is paid (currently March). The Executive
acknowledges that the termination of the Executive’s employment whether
lawful or unlawful prior to the last calendar day of the relevant bonus
period shall not in any circumstance give rise to a claim by the Executive
for compensation in lieu of such bonus or compensation to cover the loss
of opportunity to earn such bonus. In the event that the Company improves
this policy for senior executives, it will consider application of that
policy to the Executive.
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7.6
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The
Executive shall be eligible to participate in such incentive plans upon
such terms as the Compensation Committee of the Parent shall determine
from time to time. The terms of the performance based
restricted stock award granted in connection with the execution of this
Agreement are summarised in
Schedule 1.
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7.7
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If
the Compensation Committee determines that the Executive’s gross
negligence, fraud or other misconduct has contributed to the Group having
to restate all or a portion of its financial statements the Compensation
Committee of Virgin Media Inc. may if it determines in its sole judgment
that it is in the Group's interest to do so require reimbursement by the
Executive of any payment made under any bonus scheme where: (1) the
payment under that bonus scheme was predicated upon achieving certain
financial results that were subsequently the subject of a restatement of
Group financial statements filed with the Securities and Exchange
Commission and/or the satisfaction of financial results or other
performance metric criteria which the Compensation Committee subsequently
determined were materially inaccurate; (2) the Compensation Committee
determines that the Executive’s gross negligence, fraud or other
misconduct contributed to the need for the restatement and/or inaccuracy;
and (3) a lower bonus payment or award would have been made to the
Executive based upon the restated financial results or accurate financial
results or performance metric criteria. In any such case the Compensation
Committee may, to the extent permitted by applicable law, recover from the
Executive, whether or not he remains in employment with the Group, the
amount by which the Executive’s bonus payment/award for the relevant
period exceeded the lower payment/award, if any, that would have been made
based on the restated financial results or accurate financial results or
performance metric criteria. The Executive agrees that he will upon demand
by the Group repay to the Group the sum so demanded within 21 days of
receiving the demand for payment and whether or not he remains the
employee of the Group together with interest whichever is the greater of
5% or 1% above the Bank of England minimum lending rate from time to time
from the date of the bonus payment or award to the date of actual
repayment.
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8
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PENSION
SCHEME
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8.1
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The
Executive will be eligible to become a member of the Company’s group
pension plan (“Pension Plan”), to which the Company shall contribute the
amount of 20% of base salary in accordance with rules of the Pension Plan
and any applicable prevailing Company limits, as amended from time to time
and subject to the approval of the Compensation Committee. The Executive
will be contracted into the State Second Pension (S2P) unless the
Executive opts to contract-out or contracting-out is a requirement of the
Executive’s plan. The Executive’s contributions will be deducted from
monthly salary payments and passed on to the Pension Plan provider. At any
time the Company may elect to suspend or terminate operation of the
Pension Plan and replace them with another arrangement(s). An outline
description of the terms of the Pension Plan, are set out in a member’s
guide. A copy of this document is available from Human Resources or may be
available on the Group intranet
site.
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9
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OTHER
BENEFITS
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9.1
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The
Executive may participate in the following
schemes:
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9.1.1
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a
private medical expenses scheme providing such cover for the Executive and
his spouse/partner and children as defined in the rules of the scheme as
the Company may from time to time notify to the Executive. This benefit
will be subject to deduction of tax in line with HM Revenue & Customs
requirements;
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9.1.2
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a
private dental insurance scheme providing such cover for the Executive and
his spouse/partner as the Company may from time to time notify to the
Executive. This benefit will be subject to the deduction of tax in line
with HM Revenue & Customs
requirements
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9.1.3
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subject
to the applicable waiting period, a salary continuance or long-term
disability insurance scheme providing such cover for the Executive as the
Company may from time to time notify to
him;
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9.1.4
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a
life insurance scheme under which a lump sum benefit shall be payable on
the Executive’s death while this Agreement continues; the benefit of which
shall be paid to such dependants of the Executive or other beneficiary as
the trustees of the scheme select at their discretion, after considering
any beneficiaries identified by the Executive in any expression of the
Executive’s wishes delivered to the trustees before his death. The benefit
is equal to 4 times the Executive’s annual gross earnings at his death but
annual gross earnings for this purpose shall not exceed the relevant
limits prescribed by the Company from time to time. The Executive is
required to complete all necessary paperwork to ensure eligibility to full
benefit under the scheme. The Company accepts no liability should full
payment not be made on the basis that the Executive has failed to complete
the requisite paperwork. The Executive may be required to undergo
examinations by a medical examiner appointed or approved by the Company in
connection with the operation of the scheme;
and/or
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9.1.5
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a
personal accident insurance scheme providing such cover for the Executive
as the Company may from time to time notify to
him.
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9.2
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Benefits
under any insurance scheme shall be subject to the rules of the scheme(s)
and the terms of any applicable insurance policy and are conditional upon
the Executive complying with and satisfying any applicable requirements of
the insurers. Copies of these rules and policies and particulars of the
requirements shall be provided to the Executive on request. The Company
shall not have any liability to pay any benefit to the Executive under any
insurance scheme unless it receives payment of the benefit from the
insurer under the scheme. The Company reserves the right to amend or
withdraw any insurance scheme at its discretion from time to
time.
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9.3
|
Any
insurance scheme which is provided for the Executive is also subject to
the Company’s right to alter the cover provided or any term of the scheme
or to cease to provide (without replacement) the scheme at any
time.
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9.4
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The
provision of any insurance scheme does not in any way prevent the Company
from lawfully terminating this Agreement in accordance with the provisions
of this Agreement even if to do so would deprive the Executive of
membership of or cover under any such
scheme.
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10
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COMPANY CAR
ALLOWANCE
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10.1
|
The
Company shall provide the Executive with a non-pensionable car allowance
of £1,041.66 gross per month payable monthly in arrears (£12,500
annually), together with payment of salary pursuant to clause 7. Full
details are contained in the Perk Car Policy which is available on the
Group intranet site. The Company reserves the right to review and amend
these policies at any time. It is a condition of the Executive’s
employment that the Executive retains a current full driving licence
(valid in the UK) and complies with the rules of the prevailing Perk Car
Policy. If the Executive fails to comply with these rules or is
disqualified from driving for any period, the Company reserves the right
to dismiss the Executive immediately without compensation in accordance
with the Company’s Disciplinary Policy and
Procedures.
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11
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EXPENSES
|
|
|
The Company shall reimburse or procure that
the Executive is reimbursed all expenses properly incurred in accordance
with the Company’s Travel and Expenses policy in force from time to time
and available on the Group intranet site or from Human
Resources.
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12
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ANNUAL
LEAVE
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12.1
|
The
Executive is entitled to 28 days holiday with pay every calendar year in
addition to bank and other public holidays. The Company’s holiday year
runs from 1 January to 31 December.
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12.2
|
The
Company may refuse to allow the Executive to take holiday in circumstances
where it would be inconvenient to the business (including bank or public
holidays). The Company reserves the right to refuse holiday (including
holiday that has previously been approved) up to and including the day
before the holiday is due to be taken. In such circumstances the Company
will however attempt to give as much notice as reasonably
possible.
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12.3
|
If
either party serves notice to terminate the employment the Company may
require the Executive to take any accrued but unused holiday entitlement
during the notice period (whether or not the Company has exercised its
rights under clause 23.2).
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12.4
|
In
all other respects unless detailed above, the Executive is subject to the
terms of the Company’s annual leave policy which is available on the Group
intranet site or from Human
Resources.
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13
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ILLNESS
|
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13.1
|
If
the Executive is absent from work due to sickness or injury, the Executive
may be eligible for Company sick pay, which is payable at the Company’s
absolute discretion. Subject to this discretion and provided the Executive
complies with the Sickness Absence Policy requirements, the Executive will
be paid according to the Executive’s normal basic salary rate. Further
details are set out in the Company’s Sickness Absence Policy which is
available on the Group intranet site or can be obtained from Human
Resources.
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13.2
|
If
the Executive is incapable of performing his duties by reason of injury
sustained wholly or partly as a result of negligence, nuisance or breach
of any statutory duty on the part of a third party and the Executive
recovers an amount by way of compensation for loss of earnings from that
third party, he shall immediately pay that part of such amount to the
Company which relates to loss of earnings for the period during which he
was paid by the Company but unable to perform his duties under the
Agreement.
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13.3
|
The
Company shall be entitled to require the Executive to undergo examinations
from time to time by a medical adviser appointed or approved by the
Company and the Executive authorises the medical adviser and/or will
provide such consents as are necessary to disclose to the Company the
results of such examinations.
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14
|
RESTRICTIONS DURING
EMPLOYMENT
|
|
14.1
|
The
Executive shall not during his employment with the Company and warrants to
the Company that as at the date of this agreement he is not (save as a
representative of the Company or with the prior written approval of the
General Counsel) whether directly or indirectly, paid or unpaid, be
engaged or concerned in the conduct of, be or become an employee, agent,
partner, consultant or director of or assist or have any financial
interest in any other actual or prospective business or profession which
is similar to or in competition with the business carried on by any Group
Company or which may reasonably be thought by the Company to interfere,
conflict or compete with the proper performance of the Executive's
obligations to the Group. The Executive may not hold any office as a
director or chairman of another company without the prior written consent
of the Company. In any event, the Executive may not be the chairman of a
FTSE 100 company or be a non-executive director of more than one such
company.
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14.2
|
The
Executive shall be permitted to hold shares or securities of a company any
of whose shares or securities are quoted or dealt in on any recognised
investment exchange provided that any such holding shall not exceed one
per cent of the issued share capital of the company concerned and is held
by way of bona fide investment only ("Investment").
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14.3
|
The
Executive shall disclose to the Company any matters relating to his spouse
or civil partner (or anyone living as such), their children, stepchildren,
parents or any trust or firm whose affairs or actions he controls which,
if they applied to the Executive, would contravene clauses 14.1 or 14.2 to
the extent that he has actual knowledge of such
matters.
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15
|
INTELLECTUAL
PROPERTY
|
|
15.1
|
“Intellectual Property Rights”
means any patents, trade marks, service marks, design rights,
registered designs, applications for any of the foregoing, copyright,
database rights, know-how and other similar rights or obligations whether
registrable or not in any country.
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15.2
|
The
parties agree that any Intellectual Property Rights in any material or
invention that the Executive creates (or participates in creating) in the
course of business (“Company IPR”) shall
vest in the Company.
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15.3
|
The
Executive hereby assigns to the Company with full title guarantee and,
when appropriate, by way of future assignment, all his rights in the
Company IPR for the full term thereof throughout the world. The Executive
must complete whatever documents or take whatever action the Company may
request from time to time, both during and after the termination of the
Executive’s employment, to obtain any applicable registrations and to
confirm that all Company IPR vests in the
Company.
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15.4
|
The
Executive waives all moral rights (whether arising under Chapter IV of the
Copyright, Designs and Patents ▇▇▇ ▇▇▇▇ or otherwise, to the extent
permissible under law) in works to which clause 15.2
applies.
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15.5
|
The
Executive hereby irrevocably appoints the Company to be his attorney in
his name and on his behalf to execute and do any such instrument or thing
and generally to use his name for the purpose of giving to the Company or
its nominee the full benefit of this
clause.
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16
|
CONFIDENTIALITY
|
|
16.1
|
Without
prejudice to his common law duties, the Executive shall not (save in the
proper course of his duties, as required by law or as authorised by the
Company) use or communicate to any person (and shall use his best
endeavours to prevent the use or communication of) any trade or business
secrets or confidential information of or relating to any Group Company
(including but not limited to details of actual or potential customers,
employees, consultants, suppliers, designs, products, product
applications, trade arrangements, terms of business, customer
requirements, operating systems, sales information, marketing information
or strategies, manufacturing processes, software, disputes, commission or
bonus arrangements, pricing and fee arrangements and structures, business
plans, financial information, inventions, research and development
activities, personal or sensitive personal data and anything marked or
treated as confidential) which he creates, develops, receives or obtains
while in the service of any Group Company. This restriction shall continue
to apply after the termination of the Executive's employment howsoever
arising without limit in time.
|
|
16.2
|
Reference
to confidential information in this clause 16 shall not include
information which is in the public domain at the time of its disclosure or
which comes into the public domain after its disclosure otherwise than by
reason of a breach of this agreement, information which was already
demonstrably known to the receiving party at the date of disclosure and
had not been received in confidence from the Company or information which
is required to be disclosed as a matter of law. It shall include
information in the public domain for so long as the Executive is in a
position to use such information more readily than others who have not
worked for the Company.
|
|
16.3
|
During
his employment the Executive shall not make (other than for the benefit of
the Company) any record (whether on paper, computer memory, disc or
otherwise) relating to any matter within the scope of the business of any
Group Company or their customers and suppliers or concerning its or their
dealings or affairs or (either during his employment or afterwards) use
such records (or allow them to be used) other than for the benefit of the
relevant Group Company. All such records (and any copies of them) shall
belong to the relevant Group Company and shall be handed over to the
General Counsel or Chief People Officer by the Executive on the
termination of his employment or at any time during his employment at the
request of the Company.
|
|
16.4
|
The
Executive shall not during his employment either directly or indirectly
publish any opinion, fact or material on any matter within the scope of
the business of any Group Company (whether confidential or not) which
might reasonably be expected to have a material adverse effect on any
Group Company without the prior written approval of the General
Counsel.
|
|
16.5
|
Nothing
in this clause shall prevent the Executive from disclosing information
which he is entitled to disclose under the Public ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ provided that the disclosure is made in the appropriate way to an
appropriate person having regard to the provisions of the Act and he has
first fully complied with the Company's procedures relating to such
disclosures.
|
|
17
|
DATA
PROTECTION
|
|
17.1
|
In
accordance with the Data Protection ▇▇▇ ▇▇▇▇, the Group will hold and
process the information it collects relating to the Executive in the
course of the Executive’s employment for the purposes of employee
administration, statistical and record keeping purposes. This may include
information relating to the Executive’s physical or mental health. Some of
the Executive’s information may be processed outside the European Economic
Area. Such information will be treated confidentially and will only be
available to authorised persons.
|
|
17.2
|
When
dealing with data relating to the Company’s business, the Executive is
required to comply with the Company’s Data Protection Policy as in effect
from time to time, which can be obtained from the Group Compliance
Officer. In connection with any litigation, investigation or government
proceeding, the Executive may be required to appear as a witness, be
deposed and/or sign affidavits. In addition, the Executive’s email
accounts used for any business purpose may be subject to search, in
accordance with applicable law.
|
|
18
|
DEDUCTIONS FROM
SALARY
|
|
|
The
Company reserves the right at any time during the Executive’s employment,
or on termination of this Agreement to deduct from salary any overpayment
made and/or monies owed to the Company by the Executive. This includes but
is not limited to:
|
|
·
|
any
excess holiday;
|
|
·
|
outstanding
loans;
|
|
·
|
advances;
|
|
·
|
relocation
costs;
|
|
·
|
monies
owed to the Company in connection with any Company car, including parking
fines and any related administration costs for which the Executive is
responsible and which are incurred in a vehicle provided by the Company,
(either company vehicle or hire car) whilst in the Executive’s control;
and
|
|
·
|
the
cost of repairing any damage or loss to property provided by the
Company.
|
|
|
This
clause will not apply to any sums or benefits due to the Executive by
virtue of the Executive’s membership of the Company Pension
Plan.
|
|
19
|
HEALTH AND
SAFETY
|
|
|
The Company is committed to ensuring, so far
as reasonably practicable, that the workplace of every employee is safe,
does not pose a risk to health and does not cause damage to the
environment. The Executive is therefore required to familiarise himself
with the responsibilities as outlined in the current Company’s Health and
Safety Policy, Environment Policy, Safety Standards booklet (NT PO90) and
Safety Information Sheets. The current version is available on the Group
intranet site or can be obtained from the Health and Safety
Group.
|
|
20
|
ENTITLEMENT TO WORK IN THE
UK
|
|
|
The Executive’s employment is conditional upon
the Executive being legally entitled to live and work in the UK. If the
Executive’s status changes and the Executive is no longer entitled to live
or work in the UK, the Executive’s employment will be terminated without
notice or payment in lieu of
notice.
|
|
21
|
MONITORING
|
|
|
The Executive acknowledges that the Company
may monitor messages sent and received via email, SMS, the Internet and
voicemail systems to ensure that the Executive is complying with the
Company’s policy for use by its employees of these
systems.
|
|
22
|
TERMINATION OF
EMPLOYMENT
|
|
22.1
|
The
Company may at any time and in its absolute discretion (whether or not any
notice of termination has been given by the Company or the Executive under
clause 2 above) terminate the Executive’s employment with immediate effect
and make a payment in lieu of notice (subject to clause 22.5). This
payment shall be equal to a lump-sum severance equal to the Executive’s
base salary at the time of the notice times 2 and is payable by the
Company as soon as practicable following the Executive’s execution and
delivery of a general release of claims and any applicable revocation
period. No other payments shall apply in respect of pension, car
allowance, accrued bonus or otherwise. (For greater certainty, to avoid
double-counting, if a payment is made under this clause 22.1 no payment
shall be made under clause 22.5 and vice
versa.)
|
|
22.2
|
The
employment of the Executive may be terminated by the Company without
notice or payment in lieu of notice (and the Executive will not be
entitled to any payment under clause 22.1) if the
Executive:
|
|
22.2.1
|
is
guilty of any serious misconduct (including but not limited to any such
act set out within the Company’s disciplinary policy from time to time or
in any code of conduct) or any other conduct which affects or is likely to
affect prejudicially the interests of any Group Company to which he is
required to render services under this
Agreement;
|
|
22.2.2
|
fails
or neglects efficiently and diligently to discharge his duties or commits
any serious or repeated breach or non-observance by the Executive of any
of the provisions contained in this
Agreement;
|
|
22.2.3
|
has
an interim receiving order made against him, becomes bankrupt or makes any
composition or enters into any deed of arrangement with his
creditors;
|
|
22.2.4
|
is
convicted or charged with any arrestable criminal offence (other than an
offence under road traffic legislation in the United Kingdom or elsewhere
for which a fine or non-custodial penalty is
imposed);
|
|
22.2.5
|
is
disqualified from holding office in another company by reason of an order
of a court of competent
jurisdiction;
|
|
22.2.6
|
shall
become of unsound mind or become a patient under the Mental Health ▇▇▇
▇▇▇▇;
|
|
22.2.7
|
is
convicted of an offence under the Criminal Justice ▇▇▇ ▇▇▇▇ in relation to
insider dealings or under any other present or future statutory enactment
or regulations relating to insider
dealings;
|
|
22.2.8
|
is
in violation of the rules and regulations of the U.S. Securities and
Exchange Commission or relevant U.S. securities laws, or the rules and
regulations of the NASDAQ Exchange or any other exchange on which any
Group Company's securities may be
listed;
|
|
22.2.9
|
ceases
to be a director of the Company otherwise than at the request of the
Company;
|
|
22.2.10
|
is
no longer legally entitled to live and/or work in the
UK;
|
|
22.2.11
|
does
anything (in the course of his duties or otherwise) which (in the
reasonable opinion of the Board of the Parent) does actually or might
reasonably be expected to bring himself or any Group Company into
disrepute; and/or
|
|
22.2.12
|
acts
in a way which is in the reasonable opinion of the Company materially
adverse to the interests of the
Company.
|
|
22.3
|
Any
delay by the Company in exercising such right to terminate shall not
constitute a waiver thereof.
|
|
22.4
|
In
the event that a Change in Control occurs and the Executive is terminated
in a Termination without Cause during the period commencing on the date of
the Change in Control and ending on the first anniversary thereof
then:
|
|
22.4.1
|
the
Company will as soon as practicable following the Executive’s execution
and delivery of a general release of claims and following the expiration
of any applicable revocation period, cause the Executive to be paid a
lump-sum severance payment of cash equal to the Executive’s base salary at
the time of the Change in Control times 2;
and
|
|
22.4.2
|
the
provisions of this clause 22.4 will apply exclusively and no other
termination payments or notice will apply, notwithstanding any other
provision hereof and in the event that any other severance, notice or
other payment has been made to the Executive prior to the payment required
under this clause 22.4, such prior payment amount shall be deducted from
the amounts payable under clause (i) to avoid
double-counting.
|
|
|
In
order for the provisions of this clause 22.4 to apply, the Executive must
provide the Company with 10 days’ notice of the Executive’s claim that a
payment is due hereunder, and such notice shall describe the facts and
circumstances in support of such claim in reasonable detail. The Company
shall have 10 days thereafter to cure such facts and circumstances if
possible.
|
|
22.5
|
Notwithstanding
anything to the contrary in this Agreement, the Company may assign the
Executive’s employment to Virgin Media Inc. (or its successor) or another
Group Company reasonably comparable or superior to the Company within the
overall corporate structure and such assignment will not constitute
termination of employment hereunder and the Executive agrees to execute
any and all documents necessary or reasonable to accomplish the
foregoing.
|
|
23
|
SUSPENSION AND GARDEN
LEAVE
|
|
23.1
|
The
Company may suspend the Executive on full pay to allow the Company to
investigate any complaint made against the Executive in relation to his
employment with the Company.
|
|
23.2
|
Provided
that the Executive continues to enjoy his full contractual benefits and
receive his pay in accordance with this Agreement (provided however that
consideration for a bonus under clauses 7.4 and 7.5 is at the
discretion of the Compensation Committee of the Board of the Parent), the
Company may in its absolute discretion do all or any of the following
during the notice period or any part of the notice period, after the
Executive or the Company has given notice of termination to the other,
without breaching this Agreement or incurring any liability or giving rise
to any claim against it:
|
|
23.2.1
|
exclude
the Executive from the premises of the
Group;
|
|
23.2.2
|
require
the Executive to carry out only specified duties (consistent with his
status, role and experience) or to carry out no
duties;
|
|
23.2.3
|
announce
to any or all of its employees, suppliers, customers and business partners
that the Executive has been given notice of termination or has resigned
(as the case may be);
|
|
23.2.4
|
prohibit
the Executive from communicating in any way with any or all of the
suppliers, customers, business partners, employees, agents or
representatives of the Group until his employment has terminated except to
the extent he is authorised to do so by his manager in
writing;
|
|
23.2.5
|
require
the Executive to resign his directorship of any Group Company;
and/or
|
|
23.2.6
|
require
the Executive to comply with any other reasonable conditions imposed by
any Group Company.
|
|
|
The
Executive will continue to be bound by all obligations (whether express or
implied) owed to the Company under the terms of the Agreement or as an
employee of the Company.
|
|
23.3
|
The
Executive will not, without the prior written consent of the General
Counsel, be employed by or provide services to any other person, firm or
organisation whether paid or unpaid save as previously permitted during
the notice period.
|
|
24
|
TERMINATION AND RETURN OF
COMPANY
PROPERTY
|
|
24.1
|
The
Executive agrees that:
|
|
24.1.1
|
The
termination of his employment as Chief Executive Officer of the Company
for any reason and whether or not in accordance with the terms of this
Agreement will automatically constitute his resignation as a director of
the Company and of the Parent and from such offices held by him in any
Group Company without claim for compensation and that he shall at the
Company’s request take any action that the Company deems appropriate to
document his resignation from such offices;
and
|
|
24.1.2
|
on
the termination of this Agreement he shall immediately deliver to the
Company all credit cards, keys, computer media and other property, in
whatever form, of or relating to the business of any Group Company which
may be in his possession or under his power or
control.
|
|
24.2
|
If
the Executive fails to comply with clause 24.1.1 above the Company is
hereby irrevocably authorised to appoint some person in his name and on
his behalf to sign and complete any documents or do any thing necessary to
give effect to this clause.
|
|
24.3
|
The
Executive shall not, without the consent of the Company at any time after
the termination of this Agreement represent himself still to be connected
with any Group Company.
|
|
25
|
RECONSTRUCTION OR
AMALGAMATION
|
|
|
If the employment of the Executive under this
Agreement is terminated by reason of the liquidation of the Company for
the purpose of reconstruction or amalgamation and the Executive is offered
employment with any concern or undertaking resulting from the
reconstruction or amalgamation on terms and conditions not less favourable
than the terms of this Agreement then the Executive shall have no claim
against any Group Company in respect of the termination of his employment
under this
Agreement.
|
|
26
|
RESTRICTIONS AFTER
EMPLOYMENT
|
|
26.1
|
Definitions
|
In this
clause the following words shall have the following meanings:
“Area”
the area
constituting the market of any Relevant Group Company for the Services and the
Products in the period of 12 months prior to the Termination Date and with which
area the Executive was materially concerned at any time during the said period
of 12 months;
“Customer”
any
Person to whom any Relevant Group Company supplied the Services and the Products
for business use during the 12 months preceding the Termination Date and with
whom at any time during such period the Executive was materially concerned or
had personal contact in the course of his employment;
“Key
Employee”
any
person who immediately prior to the Termination Date was an employee or
consultant of any Relevant Group Company occupying a senior or managerial
position who was likely to be:
in
possession of confidential information belonging to any Relevant Group Company;
or
able to
influence the customer relationships or trade connections of any Relevant Group
Company,
with whom
the Executive worked closely at any time during the period of 12 months prior to
the Termination Date;
“Person”
includes
any company, firm, organisation or other entity;
“Products”
products
which are competitive with those supplied by any Relevant Group Company in the
12 months prior to the Termination Date and with the supply of which the
Executive was materially concerned at any time during the said 12 month
period;
“Prospective
Customer”
any
Person with whom any Relevant Group Company had negotiations or discussions
regarding the possible supply of the Services and or the Products for business
use during the 12 months immediately preceding the Termination Date and with
whom at any time during such period the Executive was materially concerned or
had personal contact in the course of his employment;
“Relevant
Group Company”
any Group
Company (and, if applicable, its predecessors in business) for which the
Executive performed services or in which he held office at any time during the
12 months prior to the Termination Date;
“Services”
services
which are competitive with those supplied by any Relevant Group Company in the
12 months prior to the Termination Date and with the supply of which the
Executive was materially concerned at any time during the said 12 month
period;
“Supplier”
any
Person who was a supplier of services or goods to the Relevant Group Company in
connection with business use for the operation of the business (as opposed to
the administrative support of such operation) in the 12 months prior to the
Termination Date and with which the Executive was materially concerned or had
personal contact at any time during the said 12 month period; and
“Termination
Date”
the date
on which the employment terminates.
|
26.2
|
The
Executive covenants to the Company (for itself and as trustee for each
Group Company) that:
|
|
26.2.1
|
Non-competition
|
|
|
the
Executive shall not for a period of 12 months from the Termination Date in
the Area and in competition with any Relevant Group Company directly or
indirectly be engaged, interested or
concerned:
|
|
|
(a)
|
in
any business which provides the Products and the Services;
and
|
|
|
(b)
|
with
the supply of the Products and the Services to any Customer or Prospective
Customer.
|
|
|
For
this purpose, the Executive is concerned in a business
if:
|
|
|
(i)
|
he
carries it on as principal or agent;
or
|
|
|
(ii)
|
he
is a partner, director, employee, secondee, consultant or agent in, of or
to any Person who carries on the business;
or
|
|
|
(iii)
|
subject
to clause 14 above, he has any direct or indirect financial interest (as
shareholder or otherwise) in any Person who carries on the
business.
|
|
26.2.2
|
Non-solicitation
|
|
|
the
Executive shall not for a period of 12 months from the Termination Date
and in competition with any Relevant Group Company directly or
indirectly:
|
|
|
(a)
|
canvass
or solicit business from, approach or endeavour to entice away any
Customer or Prospective Customer in respect of the supply of the Products
and the Services;
|
|
|
(b)
|
seek
to do business or deal with any Customer or Prospective Customer in the
Area in respect of the supply of the Products and the
Services;
|
|
|
(c)
|
canvass
or solicit business from, make an approach to or endeavour to entice away
any Supplier of any Relevant Group
Company;
|
|
|
(d)
|
accept
employment with or act as consultant for any Customer or Prospective
Customer.
|
|
26.2.3
|
Non-poaching
|
|
|
the
Executive shall not for a period of 12 months after the Termination Date
solicit the employment or engagement of any Key Employee in a business
which is in competition with any Relevant Group Company (whether or not
such person would breach their contract of employment or engagement by
reason of their leaving the service of the business in which they
work).
|
|
26.3
|
The
restrictions in this clause are considered by the parties to be reasonable
and the validity of each sub-clause shall not be affected if any of the
others is invalid. If any of the restrictions are void but would be valid
if some part of the restriction were deleted, the restriction in question
shall apply with such modification as may be necessary to make it
valid.
|
|
26.4
|
The
Executive acknowledges that the provisions of this clause are no more
extensive than is reasonable to protect the Relevant Group
Company.
|
|
26.5
|
If
the Executive is suspended from work under the provisions of clause 23.1
or sent on Garden Leave under clause 23.2, the Company may, at its sole
discretion, agree that the period of time during which the non-competition
restriction contained in clause 26.2.1 is enforceable, starts to run from
the date of the suspension or date when the Executive was sent on Garden
Leave, and not from the Termination
Date.
|
|
26.6
|
The
Executive acknowledges that each and every restriction contained within
this clause is intended by the parties to apply after the Termination Date
whether termination is lawful or otherwise. The restrictions, which are
acknowledged to be ancillary in nature, will apply even where the
termination results from a breach of a provision within this
Agreement.
|
|
26.7
|
The
Executive will (at the request and cost of the Company) enter into a
direct agreement with any Group Company under which he will accept
restrictions corresponding to the restrictions contained in this clause
(or such as will be appropriate in the circumstances) in relation to such
Group Company.
|
|
27
|
SEVERABILITY
|
|
|
If
any of the provisions of this Agreement become invalid or unenforceable
for any reason by virtue of applicable law the remaining provisions shall
continue in full force and effect and the Company and the Executive hereby
undertake to use all reasonable endeavours to replace any legally invalid
or unenforceable provision with a provision which will promise to the
parties (as far as practicable) the same commercial results as were
intended or contemplated by the original
provision.
|
|
28
|
THIRD
PARTIES
|
|
28.1
|
Any
Group Company shall have the right to enforce the provisions of this
Agreement pursuant to the Contracts (Rights of Third Parties) ▇▇▇
▇▇▇▇.
|
|
28.2
|
Save
as provided in clause 28.1 above, a person who is not a party to this
Agreement shall have no right under the Contracts (Rights of Third
Parties) ▇▇▇ ▇▇▇▇ to enforce any provision of this
Agreement.
|
|
29
|
NOTICES
|
|
29.1
|
Any
notice required or permitted to be given under this Agreement shall be
given in writing delivered personally or sent by first class post pre-paid
recorded delivery (air mail if overseas) or overnight courier or by
facsimile to the party due to receive such notice, in the case of the
Company, to: Virgin Media Limited, Media House, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ and marked for the attention of the Chief
People Officer with a copy to the General Counsel at the same address and,
in the case of the Executive, such address as he may have notified to the
Company in accordance with this clause or such address as may be included
in the Group’s payroll system.
|
|
29.2
|
Any
notice delivered personally or by overnight courier shall be deemed to be
received when delivered to the address provided in this Agreement and any
notice sent by pre-paid recorded delivery post shall be deemed (in the
absence of evidence of earlier receipt) to be received 2 days after
posting and in proving the time of despatch it shall be sufficient to show
that the envelope containing such notice was properly addressed, stamped
and posted. A notice sent by facsimile shall be deemed to have been
received on receipt by the sender of confirmation in the transmission
report that the facsimile had been
sent.
|
|
30
|
STATUTORY
INFORMATION
|
|
|
Schedule 2 to this Agreement sets out
information required to be given to the Executive by the Employment Rights
▇▇▇ ▇▇▇▇.
|
|
31
|
MISCELLANEOUS
|
|
31.1
|
This
Agreement is governed by and shall be construed in accordance with the
laws of England and Wales.
|
|
31.2
|
The
parties to this Agreement submit to the exclusive jurisdiction of the
English courts.
|
|
31.3
|
This
Agreement contains the entire understanding between the parties and
supersedes all previous agreements and arrangements (if any) relating to
the employment of the Executive by the Company (which shall be deemed to
have been terminated by mutual
consent).
|
|
31.4
|
This
Agreement may be executed by counterparts, which together shall constitute
one agreement. Either party may enter into this Agreement, by executing a
counterpart and this Agreement shall not take effect until it has been
executed by both parties. Delivery of an executed counterpart of a
signature page by facsimile shall take effect as delivery of an executed
counterpart of this Agreement provided that the relevant party shall give
the other the original of such page as soon as reasonably practicable
thereafter.
|
|
32
|
CHANGES TO TERMS AND
CONDITIONS
|
|
|
The Company reserves the right to amend the
Executive’s terms set out within this Agreement and policies from time to
time. The Executive will be given not less than four weeks notice of any
such change. The Executive will be deemed to have accepted these changes
should the Company have received no objection before the end of the four
week period.
|
SCHEDULE
1
Performance
Based Restricted Stock Award
The
Executive shall be granted 375,000 shares of restricted stock of the Parent
(“Shares”) subject to
performance conditions to be determined by the Compensation
Committee.
The
Shares shall vest as follows:
|
1.
|
187,500
of the Shares will vest in March 2010 provided that the Compensation
Committee determines that the Executive has achieved the objectives set by
the Compensation Committee.
|
|
2.
|
187,500
of the Shares will vest in March 2012 provided that the Compensation
Committee determines that a three year cashflow target has been
achieved.
|
The grant
of the Shares is subject to the terms and conditions of a Restricted Stock
Agreement to be executed between the Parent and the Executive, Virgin Media
Inc.’s 2006 Stock Incentive Plan and Virgin Media’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy as
amended from time to time.
SCHEDULE
2
Statement
of Particulars Pursuant to the Employment Rights ▇▇▇ ▇▇▇▇
|
1
|
The
Executive’s period of continuous employment commenced on 26 September
2005. A period of
employment with a previous employer does count as part of the Executive’s
continuous employment with the
Company.
|
|
2
|
The
Executive will be contracted into the Second State Pension unless the
Executive opts to contract out.
|
|
3
|
The
Company’s policies and procedures on disciplinary and grievance matters
are available on the Company’s intranet and/or from HR (insofar as they
are not varied by this Agreement). The policies constitute Company
guidelines and do not form any part of the Service Agreement. Any
grievance which the Executive wishes to exercise should be raised in
writing with the General Counsel unless the grievance involves the General
Counsel in which case the grievance should be raised in writing in the
first instance with the Chief People Officer. Any disciplinary action
taken by the Company will be dealt with by the General Counsel or such
other person as may be directed by the Chief People Officer. The Company
reserves the right to substitute persons at a senior level within the
Company to conduct any aspect of the disciplinary or grievance procedure
should it be appropriate. If the Executive is dissatisfied with any
disciplinary decision or any decision to dismiss him, he can within five
(5) working days of that decision appeal to the Company (unless the
Executive is notified in any separate communication of the person to whom
he may appeal) whose decision shall be final and
binding.
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4
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The
Executive may be required to work overseas for periods when reasonably
required. In such circumstances, the terms of the International Assignment
Policy will apply which is available from the Company upon
request.
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5
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The
Company is not a party to any collective agreement which affects the
Executive’s employment.
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SCHEDULE
3
Certificate
of Compliance
I have
read and understand the Code of Conduct and have complied and will continue to
comply with it (together with any other Codes or policies that may apply to my
role from time to time, including without limitation, the Code of Ethics). I
have not acted in any way contrary to the best interests of the Company. Any
exceptions to the Code of Conduct (and any other policies) and disclosures
required by the Code and such policies are set forth below:
I will
promptly report the details of any future non-compliance with the
above-mentioned Code (and any associated policies) to my immediate manager so
that its extent and significance can be considered.
Dated:
Signed:
/s/ ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
SCHEDULE
4
Certain
Definitions
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1.
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A
“Change in
Control” shall be deemed to occur if the event set forth in any one
of the following paragraphs shall have
occurred:
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(i)
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any
Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Parent (not including in the securities beneficially
owned by such Person any securities acquired directly from the Parent)
representing 30% or more of the combined voting power of the Parent’s then
outstanding securities, excluding any Person who becomes such a Beneficial
Owner in connection with a transaction described in clause (a) of
Paragraph (iii) below; or
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(ii)
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the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the date hereof,
constitute the Board of Directors of the Parent (“Board”) and any new
director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including,
without limitation, a consent solicitation, relating to the election of
directors of the Parent) whose appointment or election by the Board or
nomination for election by the Parent’s stockholders was approved or
recommended by a vote of at least a majority of the directors then still
in office who either were directors on the date hereof or whose
appointment, election or nomination for election was previously so
approved or recommended; or
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(iii)
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there
is consummated a merger or consolidation of the Parent or any direct or
indirect subsidiary of the Parent with any other corporation, other than
(a) a merger or consolidation which would result in the voting securities
of the Parent outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity or any
parent thereof) at least 50% of the combined voting power of the
securities of the Parent or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (b) a
merger or consolidation effected to implement a recapitalization of the
Parent (or similar transaction) in which no Person is or becomes the
Beneficial Owner, directory or indirectly, of securities of the Company
(not including in the securities beneficially owned by such Person any
securities acquired directly from the Parent) representing 30% or more of
the combined voting power of the Parent’s then outstanding securities;
or
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(iv)
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the
stockholders of the Parent approve a plan of complete liquidation or
dissolution of the Parent or there is consummated an agreement for the
sale or disposition by the Parent of all or substantially all of the
Parent’s assets, other than a sale or disposition by the Parent of all
substantially all of the Parent’s assets to an entity, at least 50% of the
combined voting power of the voting securities of which are owned by the
stockholders of the Parent immediately prior to such
sale.
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Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Parent immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Parent immediately
following such transaction or series of transactions.
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2.
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“Termination Without
Cause” means a termination of the Executive’s employment during the
employment term other than for Cause. Notwithstanding anything to the
contrary in this Agreement, the Company may assign the Executive’s
employment to Virgin Media Inc. (or its successor) or another Group
Company reasonably comparable or superior to the Company within the
overall corporate structure and such assignment will not constitute
termination of employment hereunder and the Executive agrees to execute
any and all documents necessary or reasonable to accomplish the
foregoing.
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For
purposes of this Schedule 4:
“Affiliate” shall have the
meaning set forth in Rule 12b-2 under Section 12 of the Securities Exchange Act
of 1934.
“Cause” means all of the events
described in clause 24.2 of the Agreement.
“Person” shall have the meaning
given in Section 3(a)(9) of the Securities Exchange Act of 1934, as modified and
used in Sections 13(d) and 14(d) thereof, except that such terms shall not
include (i) the Parent or any of its Affiliates, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of the Parent or any
of its subsidiaries, (iii) an underwriter temporarily holding securities
pursuant to an offering of such securities, or (iv) a corporation owned,
directly or indirectly, by stockholders of the Parent in substantially the same
proportions as their ownership of stock of the Parent.
“Beneficial Owner” shall have
the meaning set forth in Rule 13d-3 under the Securities Exchange Act of 1934,
except that a Person shall not be deemed to be the Beneficial Owner of any
securities which are properly filed on a Form 13-G.
IN WITNESS whereof this
document has been executed and delivered on the date first before
written.
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SIGNED and DELIVERED as a DEED
by VIRGIN MEDIA LIMITED acting by
in
the presence of:-
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)
)
)
)
)
) |
/s/
▇▇▇▇▇▇
▇▇▇▇
Director/Authorised
Attorney
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Signed
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/s/
▇▇▇▇▇
▇▇▇
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Name
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▇▇▇▇▇
▇▇▇
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Address
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[Intentionally
Deleted]
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Occupation
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Personal
Assistant
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Signed
as a Deed by ▇▇▇▇ ▇▇▇▇▇▇▇ in the presence
of: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Witness
signature: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇
▇▇▇▇▇▇▇
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Address:
[Intentionally Deleted]
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Occupation: Personal
Assistant
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