Exhibit 10.2


 


Mr. James F
Mooney


Virgin Media Inc.


909 Third Avenue, Suite 2863


New York NY10022


 


September 14,
2010


 


Dear Jim,


 


Service as Non-Executive
Chairman of Virgin Media Inc. (the “Company”)


 


Reference is made to
the letter dated as of June 16, 2010, from the Company to you regarding
your service as the Company’s non-executive Chairman for the period commencing January 1,
2011.


 


In consideration of
the compensation to be paid to you for your service as non-executive Chairman,
and other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, you agree with the Company as follows:


 


(a)           Confidentiality:  You agree
and understand that you have been and will be exposed to and receive
information relating to the confidential affairs of the Company and its
parents, subsidiaries, associated and affiliated companies and joint ventures
(collectively, 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 (collectively referred to as “Confidential Information”).  You 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) you shall have no obligation under this paragraph (a) with
respect to any information that is or becomes publicly known other than as a
result of your breach of your obligations hereunder and (ii) you may (x) disclose
such information to the extent you determine that so doing is reasonable or
appropriate in the performance of your 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.  You shall comply with the Company’s data
protection policies.  Upon termination of
your service, you 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 you
in the course of or otherwise in connection with your services to the Company
Affiliated Group.


 


(b)           Non-Competition and Non-Solicitation: During the period commencing on January 1,
2011 and ending on the one-year anniversary of the termination of your service
with the Company, you 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 your 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
letter shall not prohibit you 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 your termination of service 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 you know was a current or
prospective customer of any member of the Company Affiliated Group during your
service,


 


provided, that,
notwithstanding the foregoing, you 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 you 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 paragraph (b) is
in effect.


 


(c)           Remedies: You agree that any breach of the terms of this
letter would result in irreparable injury and damage to the Company, its
subsidiaries and/or its affiliates for which the Company, its subsidiaries
and/or its affiliates would have no adequate remedy at law; you therefore also
agrees that in the event of said breach or any threat of breach, the Company,
its subsidiaries and/or its affiliates, as applicable, shall be entitled to an
immediate injunction and restraining order to prevent such breach and/or
threatened breach and/or continued breach by you and/or any and all persons
and/or entities acting for and/or with you, without 


 

















 


having to prove
damages, in addition to any other remedies to which the Company, its
subsidiaries and/or its affiliates may be entitled at law or in equity.  The terms of this paragraph shall not prevent
the Company, its subsidiaries and/or its affiliates from pursuing any other
available remedies for any breach or threatened breach hereof, including but
not limited to the recovery of damages from you.  You and the Company further agree that the
provisions of the covenants contained in this letter are reasonable and
necessary to protect the businesses of the Company Affiliated Group because of
your access to Confidential Information and his material participation in the
operation of such businesses.  Should a
court, arbitrator or other similar authority determine, however, that any
provision of the covenants contained in this letter are not reasonable or
valid, either in period of time, geographical area, or otherwise, the parties
hereto agree that such covenants should be interpreted and enforced to the
maximum extent to which such court or arbitrator deems reasonable or valid.


 


The existence of any
claim or cause of action by you against the Company and/or its subsidiaries
and/or its affiliates, regardless of its source, shall not constitute a defence
to the enforcement by the Company of the covenants contained in this letter.


 


This letter 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).


 


Please indicate your
agreement with the foregoing terms by signing the enclosed copy of this letter
and returning it to me.


 


 


	
   

  	
  Yours sincerely,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIRGIN
  MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Scott Dresser

  
	
   

  	
  Name:

  	
  Scott Dresser

  
	
   

  	
  Title:

  	
  Assistant
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGREED &
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James F.
  Mooney

  
	
   

  	
  James F. Mooney