exv10w8



 




Exhibit 10.8




June 27, 2007




Mr. Mauricio Ramos

1605 Suncrest Road

Castle Rock, CO 80104

USA




Dear Mauricio:



This letter sets forth the agreement (“Agreement”) between Liberty Global Services, LLC (the
“Company”) and yourself concerning your employment with the Company. The Company may reassign you
to a different affiliated company and/or location during the term of this Agreement. You will be
an employee-at-will, and either the Company or you may terminate your employment at any time with
or without cause.



The terms of this Agreement are set forth below:




	 	 	 	 	 
	1.

	 	Effective Date:
	 	July 2, 2007
	 
	 	 	 	 
	2.

	 	Title and
Job Description:
	 	You will serve as President, Liberty Global Latin America Division,
reporting to the President and Chief Executive Officer of Liberty Global, Inc. (“LGI”).
Your duties and responsibilities will be as assigned by your supervisor at LGI. By signing
below, you agree to serve LGI and the Company to the best of your ability and faithfully,
loyally and diligently perform your duties to LGI and the Company.
	 
	 	 	 	 
	 

	 	 	 	The Company acknowledges that you are also employed as an officer of VTR
GlobalCom S.A. in Chile, and has informed LGI of that fact.
	 
	 	 	 	 
	 

	 	 	 	You will be expected to carry out your duties for the Company and LGI
principally in Colorado, including making and communicating decisions
regarding LGI’s business and signing contracts in your capacity as an
officer of LGI. You will not under any circumstances sign contracts on
behalf of the Company or LGI while you are present in Chile.
	 
	 	 	 	 
	 

	 	 	 	You will be required to attend meetings of executives and the Board of
Directors of LGI from time to time in the United States of America and other
locations as your supervisor directs. You also may be required to perform
your duties for LGI or the Company at other locations throughout the world.
	 
	 	 	 	 
	3.

	 	Salary:
	 	You will be paid on a bi-weekly basis at a rate equal to an annual salary of
US$81,000. Your salary and performance may be reviewed annually. This salary, together with
the other benefits described below, represents your total compensation package provided by the
Company. Your annual salary






 









 








Employment Agreement

Mauricio Ramos

June 27, 2007




	 	 	 	 	 
	 

	 	 	 	and any annual performance review do not create a contract for any specific
term of employment.
	 
	 	 	 	 
	4.

	 	Bonus Plan:
	 	You may be eligible to participate in the 2007
Senior Management Bonus Plan and any future
bonus plan approved for senior management of
LGI. The payment of any award under such a
program will be subject to the terms and
conditions of the program and approval by the
LGI Compensation Committee. The provision of a
bonus plan is not a guarantee and you will not
be entitled to any certain percentage or amount
of a bonus. It is possible that you may not
receive a bonus in a certain year if the terms
and conditions of the bonus plan are not
achieved. Similarly, the payment of a bonus
does not guarantee or create a precedent that
entitles you to any future bonus.
	 
	 	 	 	 
	5.

	 	Performance Plan:
	 	You may be eligible to participate in the
performance-based incentive plan approved for
senior executives of LGI. The payment of any
award under such incentive plan will be subject
to the terms and conditions of the incentive
plan and approval by the LGI Compensation
Committee. The provision of a performance plan
is not a guarantee and you will not be entitled
to any certain award. It is possible that you
may not receive an award following your
applicable performance period in the
performance plan if the terms and conditions of
the performance plan are not achieved.
Similarly, the payment of an award over a
service period does not guarantee or create a
precedent that entitles you to any future
performance award.
	 
	 	 	 	 
	6.

	 	Benefits:
	 	You and your family will be entitled to
any benefits available under the standard
benefit package offered by LGI, in accordance
with the policy guidelines set forth by LGI and
its insurance carriers. These benefits
currently include, but are not limited to,
participation in medical, dental and vision
coverage, vacation, sick leave and disability
coverage. In addition, you may participate in
LGI’s 401(k) plan in accordance with the plan
guidelines.
	 
	 	 	 	 
	7.

	 	U.S. Withholding:
	 	You understand and acknowledge that the Company
and LGI may be subject to legal obligations to
withhold taxes on your compensation (including
compensation in the form of equity-based
awards) and on the exercise or vesting of
compensation in the form of equity-based
awards. Further, you agree to pay directly, as
and when due, all taxes payable by you in
connection with compensation paid or provided
to you by LGI and the Company, including
compensation in the form of equity-based
awards, and taxes payable on the exercise or
vesting thereof. By executing this Agreement,
you irrevocably release and agree to hold
harmless the Company and LGI from and against
any liability arising directly or indirectly
from their compliance with requirements to
withhold such amounts and their respective
procedures for calculating such withholding.
	 
	 	 	 	 
	8.

	 	U.S. Tax Returns:
	 	The Company will pay the reasonable costs
associated with the preparation by independent
tax consultants of your U.S. tax returns, up to
a maximum of $1,750 per tax year. You
acknowledge that costs for preparing any
Chilean tax






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Employment Agreement

Mauricio Ramos

June 27, 2007




	 	 	 	 	 
	 

	 	 	 	returns are not the responsibility of the Company or LGI. The Company will
select the independent tax consultants who will prepare your U.S. tax
returns. In the event you do not submit information necessary to complete
your U.S. tax returns for the applicable tax year by the date required by
the Company’s tax consultant for timely filing, the Company may elect not to
assist you with the costs for such year. The Company and LGI will have no
responsibility for payment of any of your taxes, which will be solely your
obligation.
	 
	 	 	 	 
	9.

	 	Vacation:
	 	You are eligible to take paid vacation time in the amount of 160 hours per calendar
year, which shall be prorated on a monthly basis, to be taken in accordance with LGI’s
policies.
	 
	 	 	 	 
	10.

	 	Employee

Receivables:
	 	You understand that you may incur personal expenses in the course of your
employment with the Company or your assignment to LGI. These expenses may include, but are
not limited to, personal phone call charges, personal travel expenses, travel advances, and
amounts relating to the calculation and payment of foreign taxes. As a condition of your
employment with the Company, you agree that the Company may deduct expenses you owe the
Company or its affiliates from your paycheck or any other amount owed to you by the Company
at any time during your employment or at separation from employment.
	 
	 	 	 	 
	 

	 	 	 	You may be provided with personal property and equipment to use during your
employment with the Company. As a condition of your employment, you agree
that upon request during employment or at separation from the Company, you
will return such property and equipment to the Company or its affiliate as
appropriate. Any charges for damage done to any property or equipment of
the Company or its affiliates will be deducted from your final paycheck or
any other amount owed to you by the Company. In the event any such property
or equipment is not returned by you promptly after your employment with the
Company terminates, the Company will determine the fair market value of the
property or equipment, which amount will be deducted from your final
paycheck or from any other amount owed to you by the Company. Also, the
Company may pursue other legal remedies available to recover the reasonable
value of any property of the Company or its affiliates that is damaged or
not promptly returned by you, including the recovery of reasonable
attorneys’ fees and costs.
	 
	 	 	 	 
	11.

	 	Termination:
	 	The term of this Agreement begins on July 2, 2007
and ends on April 1, 2009, unless terminated earlier
as provided herein or extended by agreement between
you and the Company. Your employment and this
Agreement may be terminated by the Company at any
time with or without cause.
	 
	 	 	 	 
	12.

	 	Policies:
	 	Notwithstanding your employment by the Company, you
will continue to be subject to the Policy Manual of
LGI as well as other policies of LGI and the Company
as in effect from time to time. The Company and LGI
may change, at their sole discretion, from time to
time, the provisions of benefit plans, policies or
other corporate policies.






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Employment Agreement

Mauricio Ramos

June 27, 2007




	 	 	 	 	 
	13.

	 	Confidential

Information:
	 	You will not, at any time during or after your employment, disclose to or use for
the benefit of any person or entity other than the Company and its affiliates any
information of the Company or any of its affiliates that is confidential, proprietary or
otherwise generally not available to the public, including but not limited to information
regarding the Company’s or any of its affiliates’ businesses and potential new projects,
and other confidential, non-public or proprietary information or materials of the Company
or any of its affiliates, or others with whom the Company has a confidential relationship.
You will promptly return all such information in all forms and media to the Company
promptly upon termination of your employment.
	 
	 	 	 	 
	 

	 	 	 	Notwithstanding the preceding provisions allowing the disclosure of certain
information to affiliates of the Company, in your capacity as an employee of
VTR GlobalCom S.A., you will be permitted to disclose to VTR GlobalCom S.A.
and its officers, directors, employees and agents confidential, proprietary
or non-public information of LGI only to the extent your LGI supervisor so
permits.
	 
	 	 	 	 
	14.

	 	Severability and
Survival of Terms:
	 	In case any one or more of the provisions of
this Agreement shall be found to be invalid,
illegal or unenforceable in any respect, the
validity, legality and enforceability of the
remaining provisions contained in this
Agreement will not be affected. Further, any
provision or portion of this Agreement found
to be invalid, illegal, or unenforceable shall
be deemed, without further action on the part
of you or the Company, to be modified, amended
and/or limited to the minimum extent necessary
to render such provisions or portions thereof
valid and enforceable.
	 
	 	 	 	 
	15.

	 	Entire Agreement:
	 	This Agreement contains the parties’ entire
agreement with respect to your employment by
the Company. This Agreement may be amended
only by a written document signed by you and
the Company.
	 
	 	 	 	 
	16.

	 	Governing Law:
	 	This Agreement and all aspects of your
employment relationship with the Company are
governed by the internal laws of the United
States of America and the State of Colorado,
without reference to any conflicts of laws
principles. All disputes concerning the same
will be resolved exclusively as provided
below.
	 
	 	 	 	 
	17.

	 	Arbitration:
	 	If any dispute involving this Agreement or any
aspect of your employment relationship with
the Company or your assignment to LGI arises,
then the dispute shall be determined through
binding arbitration in Denver, Colorado in
accordance with the employment arbitration
procedures of the American Arbitration
Association (“AAA”) existing at the time the
arbitration is conducted, before a single
arbitrator chosen in accordance with the AAA
procedures, and the decision of the arbitrator
shall be enforceable as a court judgment. All
arbitration proceedings shall be confidential.






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Employment Agreement

Mauricio Ramos

June 27, 2007




	 	 	 
	 

	 	Notwithstanding the preceding arbitration provision, by signing below you
agree that the Company and its affiliates would be irreparably harmed by any
breach by you of the provisions set forth under “Title and Job Description,”
“Employee Receivables,” and “Confidential Information” above, and that the
Company and its affiliates to which you are assigned from time to time will
have the right to obtain temporary and permanent injunctions and other
equitable relief in any court having jurisdiction to prevent or terminate a
violation of those provisions. The prevailing party in any civil action,
arbitration or other legal proceeding shall be entitled to recover its or
his reasonable attorneys’ fees and costs, to the extent permitted by law.





The Company looks forward to a successful employment relationship with you. If you are in
agreement with the above terms, please indicate your acceptance by signing below and returning one
fully executed copy to me no later than July 2, 2007.




Sincerely,




LIBERTY GLOBAL SERVICES, LLC

(Employer)




	 	 	 	 	 
	By:

	 	/s/ Amy M. Blair
	 	 
	 

	 	 	 	 
	 

	 	Amy M. Blair	 	 
	 

	 	Senior Vice President, Global Human Resources	 	 






ACCEPTED and AGREED:




	 	 	 
	/s/ Mauricio Ramos
	 	 
	 

	 	 

	Mauricio Ramos

	 	Date: June 27, 2007







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