Exhibit 10.1


EMPLOYMENT
AGREEMENT


 


THIS AGREEMENT
(the “Agreement”) is made as of December 18, 2007, by and between Virgin Media Inc., a
Delaware corporation (the “Company”), and Mr. Charles K. Gallagher
(the “Executive”).


 


WHEREAS, the
Company wishes to employ the Executive as Senior Vice President – Finance
reporting directly to the Chief Financial Officer, effective as of December 19,
2007 (the “Effective Date”), and


 


WHEREAS, the
Executive wishes to accept such employment and to render services to the Company
on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and other good and valuable consideration, receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


1.             Effectiveness.  This Agreement shall be effective as of the
Effective Date.


 


2.             Employment
Term.


 


(a)          The term of the
Executive’s employment pursuant to this Agreement (the “Employment Term”)
shall commence as of the Effective
Date and shall end on June 30, 2008, unless the Employment Term terminates
earlier pursuant to Section 6 of this Agreement (the “Initial
Term”) or unless the Employment Term is extended pursuant to Section 2(b).  The Employment Term may be extended by the
Company for an additional six months (the “Second Term”) on sixty days’
notice to the Executive prior to the expiration date of the Initial Term.


 

















 


(b)           Title;
Duties.  During the Employment Term,
the Executive shall serve as Senior Vice President - Finance reporting directly
to the Chief Financial Officer, and shall perform such duties, services and
responsibilities as are reasonably requested from time to time by the Chief
Financial Officer and normal and customary for this position, including without
limitation, leading the Company’s OpEx reduction program; assisting the 2008
budget process; special projects regarding operational finance; and other
finance duties as requested by the Chief Executive Officer or the Chief
Financial Officer from time to time. 
During the Employment Term, the Executive shall be based in the United
Kingdom, but shall undertake such overseas travel as is necessary for the
proper performance of his duties hereunder.


 


During the
Employment Term, the Executive shall devote substantially all of his time to
the performance of the Executive’s duties hereunder.  During the Employment Term, the Executive
will not, without the prior written approval of the Chief Executive Officer of
the Company, engage in any other business activity which interferes in any
material respect with the performance of the Executive’s duties hereunder or
which is in violation of written policies established from time to time by the
Company.  Nothing contained in this
Agreement shall preclude the Executive from devoting a reasonable amount of
time and attention during the Employment Term to (i) serving, with the
prior approval of the Chief Executive Officer of the Company, as a director,
trustee or member of a committee of any not-for-profit organization; (ii) serving
on the board of directors of no more than one for-profit company, subject,
however, to the Executive giving prior notification to the Chief Executive
Officer of the Company and obtaining the consent of the Chief Executive Officer
of the Company as to the identity of the company; (iii) engaging in
charitable and community activities; (iv) serving as a director of the
Company; and (v) managing personal and family investments and affairs, so
long as any 


 

















 


activities of the Executive which are within the scope of clauses (i) to
(v) of this Section 2(b) do not interfere in any material
respect with the performance of the Executive’s duties hereunder.


 


3.             Monetary
Remuneration.


 


(a)          Salary.  During the Employment Term, in consideration
of the performance by the Executive of the Executive’s obligations hereunder to
the Company and its parents, subsidiaries, affiliates and joint ventures
(collectively, the “Company Affiliated Group”) in any capacity
(including any services as an officer, director, employee, member of any Board
committee or management committee or otherwise), the Company shall pay to the
Executive an annual salary of £250,000 from the Effective Date until the
expiration date (the “Base Salary”). 
The Base Salary shall be payable in accordance with the normal payroll
practices of the Company in effect from time to time for senior management
generally; provided, that the Executive may elect to receive all or any
portion of the Base Salary in U.S. dollars, subject to the Company’s Exchange
Rate Policy in effect from time to time. If the Executive provides services to
members of the Company Affiliated Group other than the Company, no additional
compensation shall be paid by any such member to the Executive, and any
compensation for such services (if any) shall be paid to the Company.


 


(b)         Cash Bonus/Other.


 


(i)      The Executive shall be
eligible to earn a cash bonus in the discretion of the Chief Executive Officer
(in conjunction with the Board or any Committee thereof) of £87,500 at the expiration of the Initial Term if the Executive meets
the performance conditions set by the Chief Executive Officer (in conjuction
with the Board or any Committee thereof) for the Initial Term (the “Initial
Term Performance Conditions”).  If
the contract is extended for the 


 

















 


Second Term, the Executive shall be eligible to earn a
cash bonus in the discretion of the Chief Executive Officer (in conjuction with the Board or any Committee
thereof) of £87,500 at the expiration of the Second Term if the Executive meets
the performance conditions set by the Chief Executive Officer (in conjuction
with the Board or any Committee thereof) for the Second Term (the “Second
Term Performance Conditions”)   The
Executive may elect to receive all or any portion of the cash bonus, if any, in
U.S. dollars, subject to the Company’s Exchange Rate Policy in effect from time
to time.


 


(ii) During the Employment Term, the Executive shall be eligible
to receive options to purchase common stock of the Company described in Appendix
A at such exercise prices, schedules as to exercisability and other terms
and conditions as may be determined in the sole discretion of the Board or its
Compensation Committee under the Virgin Media Inc. 2006 Stock Incentive Plan.


 


4.             Benefits.


 


(a)           General.
During the Employment Term, the Executive shall be entitled to participate in
those employee benefit plans, programs, policies and arrangements (including
fringe benefit and executive perquisite programs and policies) set forth on Appendix
B in accordance with the terms thereof as they may be in effect from time
to time.


 


(b)           Reimbursement
of Expenses.  During the Employment
Term, the Company shall reimburse the Executive for all reasonable business
expenses incurred by the Executive in carrying out the Executive’s duties,
services and responsibilities under this Agreement, so long as the Executive
complies with the general procedures of the Company for 


 

















 


submission of
expense reports, receipts or similar documentation of such expenses applicable
to senior management generally.


 


5.             Annual Leave.  For each whole and partial calendar year
during the Employment Term, the Executive shall be entitled to 25 days of paid
vacation (prorated from the Effective Date and for any partial calendar year),
to be credited and taken in accordance with the Company’s policy as in effect
from time to time.


 


6.             Termination.


 


(a)        Termination of
Employment. The Company may terminate the employment of the Executive in a
Termination Without Cause upon 30 days’ written notice to the Executive.  The Company may (at its discretion) at any
time following the giving of such notice (but not exceeding the length of the
notice given) cease to provide work for the Executive in which event during
such notice period the other provisions of this Agreement shall continue to
have full force and effect but the Executive shall not be entitled to access to
any premises of the Company or any member of the Company Affiliated Group.  In addition, the employment of the Executive
shall automatically terminate as of the date on which the Executive dies or is
Disabled.  For the purposes of this
Agreement, the Executive shall be “Disabled” as of any date if, as of
such date, the Executive has been unable, due to physical or mental incapacity,
to substantially perform the Executive’s duties, services and responsibilities
hereunder either for a period of at least 180 consecutive days or for at least
270 days in any consecutive 365-day period, whichever may be applicable.  Upon termination of the Executive’s
employment during the Employment Term because the Executive dies or is
Disabled, the Company shall cause the Executive (or the Executive’s estate, if
applicable) to be provided with death or disability benefits (as applicable)


 

















 


pursuant to
the plans, programs, policies and arrangements of the Company Affiliated Group
as are then in effect with respect to senior managers.  In addition, upon any termination of the
Executive’s employment under Sections 6(a), (b), (c) and (d) during
the Employment Term, the Company shall cause the Executive to be paid any
earned but unpaid portion of the Base Salary. Immediately following termination
of the Executive’s employment for any reason, the Employment Term shall
terminate.


 


(b)        Termination Without
Cause; Constructive Termination Without Cause.  Upon a Termination Without Cause or a
Constructive Termination Without Cause, the Company shall, as soon as
practicable following the Executive’s execution and delivery to the Company of
the general release of claims set forth in Section 6(g) and,
following the expiration of any applicable revocation period, cause the
Executive to be paid a lump-sum cash severance payment equal to the amount of
Base Salary to paid to the Executive through to the remainder of the Initial
Term or, if at the time of termination the Employment Term has been extended
pursuant to Section 2(b), through to the remainder of the Second
Term.


 


(c)        Termination upon
Non-Renewal of the Employment Term. Unless extended pursuant to Section 2(b),
the Employment Term and the Executive’s employment with the Company shall end
on June 30, 2008.


 


(d)        Termination for Cause;
Resignation.  Upon a termination of
the Executive’s employment during the Employment Term by the Company for Cause,
or upon termination by the Executive with sixty days’ written notice given to
the Company (other than a Constructive Termination Without Cause), the
Executive shall be entitled to earned but unpaid 


 

















 


Base Salary
and benefits through the date of termination, and the Executive shall not be
entitled to any other payments or benefits.


 


(e)        UK Benefits.   The severance payments described above shall
be in lieu and inclusive of any salary and other benefits which would be
payable to the Executive in respect of any statutory notice period in the UK.


 


For purposes
of this Agreement:


 


(i)                 A “Constructive
Termination Without Cause” means a termination of the Executive’s
employment during the Employment Term by the Executive following the occurrence
of any of the following events without the Executive’s prior consent: (A) any
material adverse diminution in the Executive’s responsibilities or authorities;
or (B) assignment to the Executive of duties that are inconsistent, in a
material respect, with the scope of duties and responsibilities generally
relevant or associated with his position. The Executive shall give the Company
10 days’ notice of the Executive’s intention to terminate the Executive’s
employment and claim that a Constructive Termination Without Cause (as defined
in (A) or (B) above) has occurred, 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.


 


(ii)                A “Termination
Without Cause” means a termination of the Executive’s employment during the
Employment Term by the Company other than for Cause.


 





















 


(iii)                   “Cause”
means (x) the Executive is convicted of, or pleads guilty or nolo
contendere to, a felony or to any crime involving fraud, embezzlement or
breach of trust; (y) the willful or continued failure of the Executive to
perform the Executive’s duties hereunder (other than as a result of physical or
mental illness); or (z) in carrying out the Executive’s duties hereunder,
the Executive has engaged in conduct that constitutes gross neglect or willful
misconduct, unless the Executive believed in good faith that such conduct was
in, or not opposed to, the best interests of the Company and each member of the
Company Affiliated Group.  The Company
shall give the Executive 10 days’ notice of the Company’s intention to
terminate the Executive’s employment and claim that facts and circumstances
constituting Cause exist, and such notice shall describe the facts and
circumstances in support of such claim. 
The Executive shall have 10 days thereafter to cure such facts and
circumstances if possible.  If the Chief
Executive Officer reasonably concludes that the Executive has not cured such
facts or circumstances within such time, Cause shall not be deemed to have been
established unless and until the Executive has received a hearing before the
Chief Executive Officer (if promptly requested by the Executive) and the Chief
Executive Officer within 10 days of the date of such hearing (if so requested)
reasonably confirms the existence of Cause and the termination of the Executive
therefore.


 


(f)         Effect
of Section 409A of the Internal Revenue Code.  If the Executive is a “specified employee” on
the date of termination of the Executive’s employment for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations there
under, notwithstanding any provision of the Agreement relating to the timing of
payments to the Executive hereunder, if Section 409A would cause the
imposition of the additional tax under Section 409A if paid as provided in
Section 6 of the Agreement, then as much of the severance 


 

















 


payment as may
be paid without the imposition of the additional tax shall be paid in a lump
sum as aforesaid, and any remaining portion of the severance payment shall be
paid upon the day following the six-month anniversary of the date of
termination. For purposes of this Agreement, “Specified Employee” shall
mean a “specified employee” within the meaning of Code section
409A(a)(2)(B)(i), as determined by the Company’s Compensation Committee.


 


(g)        Release;
Full Satisfaction. Notwithstanding any other provision of this Agreement,
no notice or severance pay shall become payable under this Agreement unless and
until the Executive executes a general release of claims in form and manner
reasonably satisfactory to the Company and substantially similar to Appendix
C, and such release has become irrevocable (it being the intention of the
parties that the Executive provide the Company with a complete release of any
and all claims as a condition to the receipt of the severance pay under this
Agreement); provided, that the Executive shall not be required to
release any indemnification rights, continuing rights to benefits under the
Company’s employee benefit plans, or rights to future payments or benefits
under this Agreement.  The payment of
severance pay to be provided to the Executive pursuant to this Section upon
termination of the Executive’s employment shall constitute the exclusive
payment in the nature of severance or termination pay or salary continuation
which shall be due to the Executive upon a termination of employment and shall
be in lieu of any other such payments under any plan, program, policy or other
arrangement which has heretofore been or shall hereafter be established by any
member of the Company Affiliated Group and shall be in respect of any such
claims or payments due or arising from any benefits, rights or entitlements in
any jurisdiction.


 

















 


(h)        Resignation. Upon
termination of the Executive’s employment for any reason, the Executive shall
be deemed to have resigned from all positions with any member of the Company
Affiliated Group, as applicable.


 


(i)         Cooperation Following
Termination. Following termination of the Executive’s employment for any
reason, the Executive agrees to reasonably cooperate with the Company upon the
reasonable request of the Chief Executive Officer or Chief Financial Officer of
the Company and to be reasonably available to the Company with respect to
matters arising out of the Executive’s services to any member of the Company
Affiliated Group.  The Company shall
reimburse or, at the Executive’s request,
advance the Executive for expenses reasonably incurred in connection with such
matters.


 


7.         Executive’s
Representation.  The Executive represents
to the Company that the Executive’s execution and performance of this Agreement
does not violate any agreement or obligation (whether or not written) that the
Executive has with or to any person or entity including any prior employer.


 


8.             Executive’s
Covenants.


 


(a)        Confidentiality.  The Executive agrees and understands that the
Executive has been, and in the Executive’s position with the Company the
Executive will be, exposed to and receive information relating to the
confidential affairs of the Company Affiliated Group, including without
limitation technical information, business and marketing plans, strategies,
customer (or potential customer) information, other information concerning the
products, promotions, development, financing, pricing, technology, inventions,
expansion plans, business policies and practices of the Company Affiliated
Group, whether or not reduced to tangible form, 


 

















 


and other
forms of information considered by the Company Affiliated Group to be
confidential and in the nature of trade secrets.  The Executive will not knowingly disclose
such information, either directly or indirectly, to any person or entity
outside the Company Affiliated Group without the prior written consent of the Company;
provided, however, that (i) the Executive shall have no obligation
under this Section 8(a) with respect to any information that
is or becomes publicly known other than as a result of the Executive’s breach
of the Executive’s obligations hereunder and (ii) the Executive may (x) disclose
such information to the extent he determines that so doing is reasonable or
appropriate in the performance of the Executive’s duties or, (y) after
giving prior notice to the Company to the extent practicable, under the
circumstances, disclose such information to the extent required by applicable
laws or governmental regulations or by judicial or regulatory process.  The Executive shall comply with the Company’s
data protection policies.  Upon
termination of the Executive’s employment, the Executive shall promptly supply
to the Company all property, keys, notes, memoranda, writings, lists, files,
reports, customer lists, correspondence, tapes, disks, cards, surveys, maps,
logs, machines, technical data and any other tangible product or document which
has been produced by, received by or otherwise submitted to the Executive in
the course of or otherwise in connection with the Executive’s services to the
Company Affiliated Group during or prior to the Employment Term.


 


(b)        Non-Competition and Non-Solicitation. During the period commencing upon
the Effective Date and ending on the six month anniversary of the termination
of the Executive’s employment with the Company, the Executive shall not, as an
employee, employer, stockholder, officer, director, partner, colleague,
consultant or other independent contractor, advisor, proprietor, lender, or in
any other manner or capacity (other than with respect to the Executive’s
services to the Company Affiliated Group), directly or indirectly:


 
















 


(i)                                     perform
services for, or otherwise have any involvement with, a business unit of a
person, where such business unit competes directly or indirectly with any
member of the Company Affiliated Group by (x) owning or operating
broadband or mobile  communications networks for telephone, mobile
telephone, cable television or internet services, (y) providing mobile
telephone, fixed line telephone, television or internet services or (z) owning,
operating or providing any content-generation services or television channels,
in each case principally in the United Kingdom (the “Core Businesses”); provided,
however, that this Agreement shall not prohibit the Executive from owning up to
1% of any class of equity securities of one or more publicly traded companies;


 


(ii)                                  hire any individual who is, or within the six
months prior to the Executive’s termination was, an employee of any member of
the Company Affiliated Group whose base salary at the time of hire exceeded
£65,000 per year; or


 


(iii)                               solicit, in competition with any member of the
Company Affiliated Group in the Core Businesses, any business, or order of
business from any person that the Executive knows was a current or prospective
customer of any member of the Company Affiliated Group during the Executive’s employment;


 


provided, that, notwithstanding the foregoing, the
Executive shall not be deemed to be in violation of clause (i) or (iii) of
the foregoing by virtue of acting as an attorney (as partner, associate,
shareholder, member or employee) or as vice president, director or managing
director or similar position at any accounting firm, law firm, investment
banking firm or consulting firm, institutional investor or similar entity, in
each case so long as the Executive takes reasonable steps to insulate 


 

















 


himself from the businesses and
activities of any such entity that relate to the Core Businesses during any
period that this Section 8(b) is in effect.


 


(c)                                  Proprietary
Rights.  The Executive assigns all of
the Executive’s interest in any and all inventions, discoveries, improvements
and patentable or copyrightable works initiated, conceived or made by the
Executive, either alone or in conjunction with others, during or prior to the
Employment Term and related to the business or activities of any member of the
Company Affiliated Group to the Company or its nominee.  Whenever requested to do so by the Company,
the Executive shall execute any and all applications, assignments or other
instruments that the Company shall in good faith deem necessary to apply for
and obtain trademarks, patents or copyrights of the United States or any
foreign country or otherwise protect the interest of any member of the Company Affiliated Group therein.  These obligations shall continue beyond the
conclusion of the Employment Term with respect to inventions, discoveries,
improvements or copyrightable works initiated, conceived or made by the
Executive during the Employment Term.


 


(d)                                 Acknowledgment.  The Executive expressly recognizes and agrees
that the restraints imposed by this Section 8 are reasonable as to
time and geographic scope and are not oppressive.  The Executive further expressly recognizes
and agrees that the restraints imposed by this Section 8 represent
a reasonable and necessary restriction for the protection of the legitimate
interests of the Company Affiliated Group, that the failure by the Executive to
observe and comply with the covenants and agreements in this Section 8
will cause irreparable harm to the Company Affiliated Group, that it is and
will continue to be difficult to ascertain the harm and damages to the Company
Affiliated Group that such a failure by the Executive would cause, that the
consideration received by the Executive for entering into these covenants and
agreements is fair, that the covenants and agreements and their enforcement
will not deprive the Executive of


 

















 


an ability to
earn a reasonable living, and that the Executive has acquired knowledge and
skills in this field that will allow the Executive to obtain employment without
violating these covenants and agreements. 
The Executive further expressly acknowledges that the Executive has had
the opportunity to consult with counsel or has consulted counsel before
executing this Agreement.


 


9.                                       Indemnification.


 


(a)                                  To the extent
permitted by applicable law, the Company shall indemnify the Executive against,
and save and hold the Executive harmless from, any damages, liabilities,
losses, judgments, penalties, fines, amounts paid or to be paid in settlement,
costs and reasonable expenses (including without limitation  attorneys’ fees and expenses), resulting from, arising out
of or in  connection
with any threatened, pending or completed claim, action, proceeding or
investigation (whether civil or criminal) against or affecting the Executive by
reason of the Executive’s service from and after the Effective Date as an
officer, director or employee of, or consultant to, any member of the Company
Affiliated Group, or in any capacity at the request of any member of the
Company Affiliated Group, or an officer, director or employee thereof, in or
with regard to any other entity, employee benefit plan or enterprise (other
than arising out of the Executive’s acts of misappropriation of funds or actual
fraud).  In the event the Company does
not compromise or assume the defense of any indemnifiable claim or action
against the Executive, the Company shall promptly pay to the Executive to the
extent permitted by applicable law all costs and expenses incurred or to be
incurred by the Executive in defending or responding to any claim or
investigation in advance of the final disposition thereof; provided,
however, that if it is ultimately determined by a final judgment of a court of
competent jurisdiction (from whose decision no appeals may be taken, or the
time for appeal having lapsed) that the Executive was not entitled to indemnity
hereunder, then the Executive shall repay 


 

















 


forthwith all
amounts so advanced.  The Company may not
agree to any settlement or compromise of any claim against the Executive, other
than a settlement or compromise solely for monetary damages for which the
Company shall be solely responsible, without the prior written consent of the
Executive, which consent shall not be unreasonably withheld.  This right to indemnification shall be in addition
to, and not in lieu of, any other right to indemnification to which the
Executive shall be entitled pursuant to the Company’s Certificate of
Incorporation or Bylaws or otherwise.


 


10.                                 Miscellaneous.


 


(a)                                  Non-Waiver of
Rights.  The failure to enforce at
any time the provisions of this Agreement or to require at any time performance
by the other party of any of the provisions hereof shall in no way be construed
to be a waiver of such provisions or to affect either the validity of this
Agreement or any part hereof, or the right of either party to enforce each and
every provision in accordance with its terms. 
No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar conditions or provisions at that time or at any prior or subsequent
time.


 


(b)                                 Notices.  All notices required or permitted hereunder
will be given in writing, by personal delivery, by confirmed facsimile
transmission (with a copy sent by express delivery) or by express next-day
delivery via express mail or any reputable courier service, in each case
addressed as follows (or to such other address as may be designated):


 

















 


	
  If to the
  Company:

  	
   

  	
  909 Third
  Avenue, Suite 2863

  
	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
  United
  States

  
	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
  Fax: (212)
  906-8497

  
	
   

  	
   

  	
   

  
	
  If to the
  Executive:

  	
   

  	
  Charles K.
  Gallagher

  
	
   

  	
   

  	
  [ADDRESS
  INTENTIONALLY REMOVED]

  
	
   

  	
   

  	
  With a copy
  to the Executive’s address on file with the Company’s payroll department.

  



 


Notices that are delivered personally, by confirmed facsimile
transmission, or by courier as aforesaid, shall be effective on the date of
delivery.


 


(c)                                  Binding Effect:
Assignment.  This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective heirs, executors, personal representatives, estates, successors
(whether direct or indirect, by purchase, merger, consolidation, reorganization
or otherwise) and assigns. Notwithstanding the provisions of the immediately
preceding sentence, the Executive shall not assign all or any portion of this
Agreement without the prior written consent of the Company.


 


(d)                                 Withholding: Social
Security.  The Company shall have the
right to withhold or cause to be withheld from any payments made pursuant to
this Agreement all federal, state, city, foreign or other taxes and social
security or similar payments as shall be required to be withheld pursuant to
any law or governmental regulation or ruling.  
Notwithstanding the foregoing, the Executive shall remain responsible
for all such amounts as he may owe in respect of his compensation
hereunder.  Any payments made pursuant to
this Agreement will be subject to US social security deductions for the
Employment Term and the Company and the Executive shall be responsible for
making their respective employer and 


 

















 


employee
contributions thereto, and the Executive hereby authorizes the Company to
deduct from any payments to be made to the Executive his employee social
security contributions and remit these to the relevant authority.


 


(e)                                  Data
Protection.  In accordance with
relevant data protection legislation, the Company 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, including information for occupational health and
pension 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, including without limitation in
the United States.  The Executive’s
information will be treated confidentially and will only be available to
authorized persons.


 


(f)                                    Entire Agreement.  This Agreement constitutes the complete
understanding between the parties with respect to the Executive’s employment
and supersedes any other prior oral or written agreements, arrangements or understandings
between the Executive and any member of the Company Affiliated Group.  Without limiting the generality of this Section 10(f),
effective as of the Effective Date, this Agreement supersedes any existing
employment, retention, severance and change-in-control agreements or similar
arrangements or understandings, including without limitation the prior
agreements between the Executive and the Company and any member of the Company
Affiliated Group, and any and all claims under or in respect of the prior
agreements that the Executive may have or assert on or following the Effective
Date shall be governed by and completely satisfied and discharged in accordance
with the terms and conditions of this Agreement.  No agreements or representations, oral or otherwise,



 

















 


express or
implied, with respect to the subject matter hereof have been made by either
party that are not set forth expressly in this Agreement.


 


(g)                                 Severability.  If any provision of this Agreement, or any
application thereof to any circumstances, is invalid, in whole or in part, such
provision or application shall to that extent be severable and shall not affect
other provisions or applications of this Agreement.


 


(h)                                 Governing
Law, Etc.  This Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York (without regard, to
the extent permitted by law, to any conflict of law rules which might
result in the application of laws of any other jurisdiction).  The Executive irrevocably submits to the exclusive
jurisdiction of the courts of the State of New York and any federal court
sitting in the State of New York. Each of the parties waives all right to trial
by jury in any action, proceeding or counterclaim (whether based upon contract,
tort or otherwise) related to or arising out of or in connection with this
Agreement and the employment and other matters that are the subject of this
Agreement and agrees that any such action, claim or proceeding may be brought
exclusively in a federal or state court sitting in the State of New York.


 


(i)                                     Modifications.  Neither this Agreement nor any provision
hereof may be modified, altered, amended or waived except by an instrument in
writing duly signed by the party to be charged.


 


(j)                                     Interpretations.  As used in this Agreement, the term “including”
means “including without limitation”, references to Sections or Appendices
refer to Sections or Appendices of this Agreement unless otherwise specifically
provided.  The headings contained 


 

















 


herein are solely for purposes of reference, are not part of this
Agreement and shall not in any way affect the meaning or interpretation of this
Agreement.


 


(k)                                  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument and all signatures need
not appear on the same counterpart.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed, and the Executive has executed this Agreement as
of the day and year first above written, in each case effective as of the
Effective Date.


 


 


	
   

  	
  VIRGIN
  MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Bryan. H. Hall

  	 

	
   

  	
   

  
	
   

  	
  Name: Bryan H. Hall

  
	
   

  	
   

  
	
   

  	
  Title: Secretary and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
              /s/
  Charles K. Gallagher

  
	
   

  	
   

  
	
   

  	
  Charles K. Gallagher

  



 

















 


Appendix A


 


Virgin Media Inc. Equity-Based Compensation


 


·                  Options to purchase common stock of
Virgin Media Inc.


 


·                  The Executive will be granted 125,000
options at an exercise price equal to the mid-market value of the Company’s
stock on the Effective Date.


 


·                  The options granted will vest (i) 50%
(or 62,500 options) on June 30, 2008 (the “Initial Term Options”),
and (ii) in the event that the Employment Term is extended for the Second
Term, 50% (or 62,500 options) on December 31, 2008 (the “Second Term
Options”).  If the Employment Term is
not extended, the Second Term Options will lapse.


 


·                  No performance conditions apply.


 


·                  Options will lapse upon a
resignation. In the event of a termination by the Company (x) in the
Initial Term, the Initial Term Options will vest; and (y) in the Second
Term, the Second Term Options will vest; in each case, on the termination date.


 


·                  Upon termination, the Initial Term
Options and, if applicable, the Second Term Options, that are exercisable at
the time of such termination may, unless earlier terminated in accordance with
their terms, be exercised by the Executive within one year after such
termination.


 


·                  Upon termination, the Executive shall
be entitled to exercise his vested options for one year from the termination
date.


 


·                  Other terms: the options are subject
to Compensation Committee approval and will be governed by the Company’s 2006
Stock Incentive Plan, the individual stock option agreement, and the Company’s
insider trading policy.


 


·                  The Executive’s existing options
received in his previous role as director of the Company shall be amended so
that such options shall not be forfeited upon his resignation as a director.


 

















 


Appendix B
– Employment Benefits


 


Executive
Benefit Plans, Programs, Policies and Arrangements

Applicable to Executive


 


Private Healthcare


 


The
Executive is entitled to become a member of the Cigna International private
medical and dental expenses insurance scheme providing such cover for the Executive
and his fiancée/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 UK taxation requirements.


 


Insurance Schemes


 


The
Executive is entitled to become a member of the life assurance and sickness and
disability insurance scheme (as defined in the rules of the schemes)
providing such cover for the Executive as the Company may from time to time
notify to him as follows:


 


Cigna
International – life cover and accidental disability and dismemberment


 


Unum
Provident – long-term disability cover


 


Exchange Rate


 


All payments and allowances to the Executive shall be in UK sterling; provided
that, in accordance with the Company Policy, the Executive may elect, prior to
receiving any such payments, (i) to have a percentage of his cash bonus
payment paid in U.S. dollars and (ii) to receive any severance payment to
have it paid in U.S. dollars, subject in all cases to the Company Exchange Rate
Policy in effect from time to time.  In
order for the Company to make any deductions from the Executive’s salary, which
are denominated in US dollars and to make any payments into his US Bank
account, the Company will be entitled to convert the relevant payments to the
Executive to and from U.S. dollars and UK sterling based on the Company’s
Exchange Rate Policy.


 


Tax Assistance


 


The Executive will be entitled to use (reasonably) the Company’s tax
advisors (at the Company’s discretion) to assist in the preparation of his US
and UK income tax returns, in accordance with the Company’s policy.


 


Housing Assistance


 


The Executive will be entitled to reside in a property leased by the
Company, in a premium lease, at a rate (including furniture) of no greater than
the equivalent of £4,500 p.c.m., commencing as soon as reasonably practicable
after the effective date.


 

















 


Other Expenses


 


The Executive shall be entitled to:


 


·                  Reasonable
temporary housing expenses, as per Company policy


 


·                  Reasonable moving
expenses upon commencement of employment and upon return to the USA in the
event of a termination or the expiration of this agreement, pursuant to Company
policy using Company’s approved movers.


 


·                  Reimbursement of
automobile hire, as per Company policy


 


·                  Expatriate
expenses as identified in Appendix B-1


 


·                  The Company
shall provide tax equalisation
pursuant to its Tax
Equalisation Policy as in effect from time to time. The present policy
is set forth in Appendix B-2


 

















 


Appendix
B-1 – Expatriate Expenses


 


Virgin Media: Assignment Compensation Summary
Sheet


 


	
  Personal/Assignment
  Information

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Assignee Name:

  	
   

  	
  Charles K. Gallagher

  
	
   

  	
   

  	
   

  
	
  Assignee’s Home Address

  	
   

  	
  [ADDRESS INTENTIONALLY REMOVED]

  
	
   

  	
   

  	
   

  
	
  Home Country:

  	
  United States of America

  	
   

  	
  Host Country:

  	
  United Kingdom

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Length of Assignment:

  	
   

  	
  Initial Term – until June 30, 2008

  

  If extended for Second Term – until December 31, 2008

  
	
   

  	
   

  	
   

  
	
  Commencement date

  	
   

  	
  December 19, 2007

  
	
   

  	
   

  	
   

  
	
  End date

  	
   

  	
  Initial Term – until June 30, 2008

  

  If extended for Second Term – until December 31, 2008

  
	
   

  	
   

  	
   

  
	
  Annual Leave Entitlement:

  	
   

  	
  25 days (pro rata depending on commencement date)

  
	
   

  	
   

  	
   

  
	
  Accompanied Assignment:

  	
   

  	
  Partner: x   (not full time)             (tick if accompanying)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dependant(s): 2 (not full time)       
  (total accompanying assignee)

  



 


	
  Assignment
  Remuneration Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Assignment Base Salary (Gross):

  	
   

  	
  £250,000 per annum

  
	
   

  	
   

  	
   

  
	
  Tax Equalised:

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  
	
  Home for Tax Equalisation Purposes:

  	
   

  	
  As per Company policy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tick if

  Applies

  	
  Maximum Spend (£)

  
	
   

  	
   

  	
   

  	
   

  
	
  Tax Services

  	
   

  	
  x

  	
  As Agreed with Buzzacotts or the Company’s tax service provider

  
	
   

  	
   

  	
   

  	
   

  
	
  Temporary Accommodation

  	
   

  	
  x

  	
  As per Company policy

  



 

















 


	
  Assignment Remuneration Details

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Housing

  	
   

  	
  x

  	
   

  	
  Reasonable temporary housing pcm (expected not to exceed £4,500 pcm)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company Car Cash Allowance

  	
   

  	
  x

  	
   

  	
  Car hire reimbursement, as
  per Company policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Home Leave

  	
   

  	
  x

  	
   

  	
  As per Company policy

  



 


	
  Other Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Pension

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  
	
  Social Security

  	
   

  	
  Home

  
	
   

  	
   

  	
   

  
	
  Healthcare

  	
   

  	
  Cigna International Plan for self, spouse (Karen) and 2 children
  (Nicola and Maria)

  
	
   

  	
   

  	
   

  
	
  Disability Insurance

  	
   

  	
  UNUM Group Plan (for self)

  
	
   

  	
   

  	
   

  
	
  Vision Plan

  	
   

  	
  As per Company policy

  
	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
  None

  



 


NOTE: THIS DOCUMENT ONLY PROVIDES A SUMMARY,
REFERENCE MUST BE MADE TO THE VIRGIN MEDIA 
EXPATRIATE POLICY (AS IN EFFECT FROM TIME TO TIME) AND THE VIRGIN MEDIA
TAX EQUALISATION POLICY (AS IN EFFECT FROM TIME TO TIME) FOR CONDITIONS
ATTACHING TO ALL ITEMS DESCRIBED ABOVE


 
















 


Appendix B-2 – Tax Equalisation Policy


 


[Intentionally Omitted]


 
















 


Appendix C


 


Release Agreement


 


WHEREAS, Charles K. Gallagher (the “Executive”) was employed by
Virgin Media Inc. (the “Company”) as its Senior Vice President - Finance
pursuant to an Employment Agreement, dated December 18, 2007 (the “Employment
Agreement”);


 


NOW, THEREFORE, in consideration of the following payments and
benefits:


 


·                  [list
benefits] (collectively the “Payments and Benefits”),


 


and the mutual release set forth herein, the
Executive voluntarily, knowingly and willingly accepts the Payments and
Benefits under this Release Agreement in full and final settlement of any
claims which the Executive has brought or could bring against the Company in
relation to the Executive’s employment or the termination of that employment
and agrees to the terms of this Release Agreement.


 


1.                                       The Executive acknowledges and
agrees that the Company is under no obligation to offer the Executive the
Payments and Benefits, unless the Executive consents to the terms of this
Release Agreement. The Executive further acknowledges that he is under no
obligation to consent to the terms of this Release Agreement and that the
Executive has entered into this Release Agreement freely and voluntarily after
having the opportunity to obtain legal advice in the United States and the United
Kingdom.


 


2.                                       The Executive voluntarily, knowingly
and willingly releases and forever discharges the Company and its Affiliates,
together with their respective officers, directors, partners, shareholders,
employees, agents, and the officers, directors, partners, shareholders,
employees, agents of the foregoing, as well as each of their predecessors,
successors and assigns (collectively, “Releasees”), from any and all
charges, complaints, claims, promises, agreements, controversies, causes of
action and demands of any nature whatsoever that the Executive or his
executors, administrators, successors or assigns ever had, now have or
hereafter can, shall or may have against Releasees by reason of any matter,
cause or thing whatsoever arising prior to the time of signing of this Release
Agreement by the Executive. The release being provided by the Executive in this
Release Agreement includes, but is not limited to, any rights or claims relating in any way to the Executive’s
employment relationship with the Company, or the termination thereof, or under any statute, including the United States
federal Age Discrimination in Employment Act of 1967, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1990, the Americans with
Disabilities Act of 1990, the Executive Retirement Income Security Act of 1974,
the Family and Medical Leave Act of 1993, UK and European Union law for a
redundancy payment or for remedies for alleged unfair dismissal, wrongful
dismissal, breach of contract, unlawful discrimination on grounds of sex, race,
age, disability, sexual orientation, religion or belief, unauthorized deduction
from pay, non-payment of holiday pay and breach of the United Kingdom Working
Time Regulations 1998, detriment suffered on a ground set out in section 47B of
the Employment Rights Act 1996 (protected disclosures), breach of the National
Minimum Wage Act 1998 and compensation under the Data Protection Act 1998, each
as amended, and any other U.S. or foreign federal, state or local law or
judicial decision.


 

















 


3.                                       The Executive acknowledges and
agrees that he shall not, directly or indirectly, seek or further be entitled
to any personal recovery in any lawsuit or other claim against the Company or
any other Releasee based on any event arising out of the matters released in
paragraph 2. The Executive and the Company acknowledge that the conditions
regulating compromise agreements in England and Wales including the Employment
Rights Act 1996, the Sex Discrimination Act 1975, the Race Relations Act 1976,
the Disability Discrimination Act 1995, the Working Time Regulations 1998, the
Employment Equality (Age) Regulations 2006 and the National Minimum Wage Act
1998 have been satisfied in respect of this Release Agreement.


 


4.                                       Nothing herein shall be deemed to
release (i) any of the Executive’s rights to the Benefits or (ii) any
of the benefits that the Executive has accrued prior to the date this Release
Agreement is executed by the Executive under the Company’s employee benefit
plans and arrangements, or any agreement in effect with respect to the
employment of the Executive of (iii) any claim for indemnification as
provided under Section 9 of the Employment Agreement.


 


5.                                       In consideration of the Executive’s
release set forth in paragraph 2, the Company knowingly and willingly releases
and forever discharges the Executive from any and all charges, complaints,
claims, promises, agreements, controversies, causes of action and demands of
any nature whatsoever that the Company now has or hereafter can, shall or may have
against him by reason of any matter, cause or thing whatsoever arising prior to
the time of signing of this Release Agreement by the Company, provided,
however, that nothing herein is intended to release any claim the Company may
have against the Executive for any illegal conduct.


 


6.                                       The Executive represents and
warrants to the Company that:


 


(i)                                     Prior to entering into this Release
Agreement, the Executive received independent legal advice from [   ] (the “UK Independent Adviser”), who
has signed the certificate at Appendix 1;


 


(ii)                                  Such independent legal advice
related to the terms and effect of this Release Agreement in accordance with
the laws of England and Wales and, in particular, its effect upon the Executive’s
ability to make any further claims under the laws of the United Kingdom in
connection with the Executive’s employment or its termination;


 


(iii)                               The Executive has provided the UK
Independent Adviser with all available information which the UK Independent
Adviser requires or may require in order to advise whether the Executive has
any such claims; and


 


(iv)                              The Executive was advised by the UK Independent
Adviser that there was in force, at the time when the Executive received the
independent legal advice, a policy of insurance covering the risk of a claim by
the Executive in respect of losses arising in consequence of that advice.


 


7.                                       The Company will contribute up to a
maximum of £250 plus value added tax towards any legal fees reasonably incurred
by the Executive in obtaining independent legal advice regarding the terms and
effect of this Release Agreement under the laws of the United


 

















 


Kingdom. 
The contribution will be paid following the Company receiving from the
UK Independent Adviser’s firm an appropriate invoice addressed to the Executive
and expressed to be payable by the Company.


 


8.                                       The Executive acknowledges that he
has been offered the opportunity to consider the terms of this Release
Agreement for a period of at least forty five (45) days, although he may sign
it sooner should he desire. This release of claims given by the Executive
herein will not become effective until seven days after the date on which the
Executive has signed it without revocation. 
Subject to no revocation taking place, the Release Agreement will, upon
signature by both parties and the following the expiry of the revocation period, be treated as an open document evidencing a binding
agreement.


 


9.                                       This Release Agreement together with
the attached letter dated [insert date] and the Employment Agreement (as amended
hereby) constitute the entire agreement between the parties hereto, and
supersede all prior agreements, understandings and arrangements, oral or
written, between the parties hereto with respect to the subject matter hereof.


 


10.                                 Except as provided in the next
following sentence, all provisions and portions of this Release Agreement are
severable.  If any provision or portion
of this Release Agreement or the application of any provision or portion of
this Release Agreement shall be determined to be invalid or unenforceable to
any extent or for any reason, all other provisions and portions of this Release
Agreement shall remain in full force and shall continue to be enforceable to
the fullest and greatest extent permitted by law; provided, however, that, to the
maximum extent permitted by applicable law, (i) if the validity or
enforceability of the release or claims given by the Executive herein is
challenged by the Executive or his estate or legal representative, the Company
shall have the right, in its discretion, to suspend any or all of its
obligations hereunder during the pendency of such challenge, and (ii) if,
by reason of such challenge, such release is held to be invalid or
unenforceable, the Company shall have no obligation to provide the Payments and
Benefits.


 


11.                                 This Release Agreement shall be
governed by and construed in accordance with the internal laws of the State of
New York.


 

















 


IN WITNESS WHEREOF, the parties have executed this Release Agreement as
of [insert date].


 


 


	
   

  	
   

  	
  VIRGIN
  MEDIA INC.

  
	
   

  	
   

  	
   

  
	
  /s/

  	
   

  	
  /s/

  
	
   

  	
   

  	
   

  
	
  Charles
  K. Gallagher

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title: