Exhibit 10.3


 


14th April 2009


 


Howard
Watson


[ADDRESS
INTENTIONALLY OMITTED]


 


WITHOUT
PREJUDICE


 


Dear
Howard,


 


Compromise
Agreement


 


I refer
to our discussions concerning the termination of your employment with Virgin
Media Limited (“the Company”).  The purpose
of this Agreement is to set out the terms which the Company is prepared to
offer you and which are as follows:


 


1        Your employment with the Company will terminate on 8 May 2009
(“the Termination Date”).


 


2        You will until the Termination Date faithfully and
diligently perform your duties under this Agreement and your Contract of
Employment as well as such other reasonable duties or directions given by the
Company.  If you breach in any material
respect any of the terms of this Agreement or your Contract of Employment or if
you are guilty of any serious misconduct or any other conduct which affects or
is likely to affect prejudicially the interests of the Company, the Company may
terminate this Agreement with immediate effect and without making and/or incurring
any liability for the payments referred to in this Agreement.


 


3        Subject to paragraph 2 above, on the next available
payroll run after the Termination Date the Company will pay into the bank
account into which your salary is normally paid all outstanding payments owed
to you in respect of your basic salary and other contractual benefits up to and
including the Termination Date (less tax, national insurance and any employee
pension contributions).


 


Subject to the Company’s receipt of this
Agreement signed by you and your independent advisor by the Termination Date,
you will also be paid the following payments less any tax and national
insurance and pension contributions:


 


3.1          a sum in lieu of (at the date of this
Agreement) eight days of accrued, but untaken, holiday pro rata to the
Termination Date;


 

















 


3.2          a sum in lieu of 28 days holiday which
would have accrued during your notice period (£35,538, thirty five thousand,
five hundred and thirty eight pounds);


 


3.3          a payment of £330,000 (three hundred and
thirty thousand pounds) representing the salary that would have been paid to
you during your notice period;


 


3.4          a payment of £13,858.00 (thirteen thousand
eight hundred and fifty eight pounds) in respect of car allowance payments
together with health and dental care benefits that would have been applicable
during your notice period;


 


3.5          a payment of £3,000 (three thousand pounds)  in lieu of your fuel allowance during your notice period;


 


3.6          Subject to the rules of the pension
scheme, to its registered status not being prejudiced and to such limits on
(and other provisions relating to) contributions and benefits (and/ or the tax
relief thereon) as apply from time to time in accordance with, as the Scheme
may be, the Scheme’s own rules or the prevailing practice of HM Revenue &
Customs or the provisions of the Finance Act 1984, the Company will procure
that a payment of £15,750 (fifteen thousand seven hundred and fifty pounds) is
made to the trustees or managers of the pension scheme, to augment your benefits
from it, in lieu of the Company’s contributions which would have otherwise been
made on or after the Termination Date in respect of your membership of it.  At the Termination Date, you will receive
£39,750 (thirty nine thousand seven hundred and fifty pounds) (being the
Company’s pension contributions in excess of the salary cap) paid in cash, to
the extent that you have not already elected by notice in writing that the
whole or part of that amount shall be paid by the Company into the scheme.   Any payment into the Scheme by the Company
hereunder is conditional upon and subject to you making payment to the scheme
of £10,500 (ten thousand five hundred pounds) in respect of the pension
contributions you would otherwise have made during the notice period.


 


3.7          All payments under paragraphs 3.1 — 3.6
above will be paid into the bank account into which your salary is normally
paid on the next available payroll run and after your Form P45 has been
issued.


 


4        The Company further agrees to pay you and you agree to
accept the sum of £279,231 (two hundred and seventy nine thousand, two hundred
and thirty one pounds) by way of compensation for the termination of your
employment.  The first £30,000 of this
payment will be paid without deduction of tax or national insurance but the
Company will deduct tax at your normal rate from the balance of any payment
over £30,000.  This payment will be made
subject to the Company’s receipt of this Agreement signed by you and your
independent adviser by the Termination Date. 
Other than the tax and national insurance referred to above, you will
indemnify the Company in respect of any further tax or employee national
insurance (together with interest and/or any penalties for which the  Company has to account to the Inland Revenue)
payable in respect of this payment.


 

















 


5        All your options which have vested, but are
unexercised at or on the Termination Date will be exercisable (in relation to
your Virgin Media options) for a period of three months (and in relation to
your ‘Telewest’ options) for a period of 60 days from the Termination Date (the
“Exercise Period”), provided that you have not been terminated for cause. All
your unvested stock options or any vested stock options that have not been
exercised will lapse and be forfeited, in respect of the former on the
Termination Date and in respect of the latter on the expiry of the Exercise
Period.  The terms of your stock options
will continue in full force and effect.


 


6        In accordance with the terms of your Restricted Stock
Unit Agreement, you will not receive any payment or award in respect of your
Restricted Stock Unit Agreements dated 16 May 2007 (2007/2009 LTIP) or 14 April 2008
(2008/2010 LTIP).


 


7        You authorise the Company to deduct any sums due to
the Company from you from the monies payable under this Agreement.


 


8        The Company will arrange for outplacement counselling
services to be available to you from the Termination Date by the Company’s
authorised provider of such services up to a maximum value of £10,000 (ten
thousand pounds).  The Company will
arrange for it to be billed directly for those services.


 


9        You will not be eligible for any payment in respect of
the 2009 Group Bonus Scheme.


 


10      You agree that you will remain bound by the
restrictive covenants set out in Clause 28 of your Executive Service Agreement
dated 27 February 2008 and that these covenants will remain in full force
and effect following the Termination Date.


 


11      You shall not, and the Company shall use reasonable
endeavours to ensure that its employees and officers shall not, make any
adverse or derogatory comment about each other or do anything which shall, or
may, bring the Company, its directors or employees, or yourself into disrepute.


 


12      You should submit your final expenses claim, if any,
made up to the Termination Date within 14 days of the Termination Date.  You will be reimbursed for all expenses
reasonably incurred by you in the proper performance of your duties in
accordance with normal Company guidelines.


 


13      You confirm that you will return by the Termination
Date to the Company: all books, documents, papers, credit cards, keys,
computers, mobile telephones and all other property in whatever form belonging
to or relating to the business of the Company or any Group Company or any of
their suppliers or agents.  You further
confirm you will immediately delete on the Termination Date from the hard disk
of any personal computer used by you (except computers in the Company’s
ownership, possession or control) all documents and information belonging to,
obtained from, or prepared for the Company or any Group Company or any of their
or any of their suppliers or agents.


 


14      The Company will provide a reference in the form
attached to this Agreement at Appendix A and will deal with any related enquiry
in a manner which is consistent with the terms of the reference provided that
nothing in this 


 

















 


Agreement will fetter the Company’s obligation to give
full disclosure as required by law or statutory or regulatory authority.  The Company reserves the right to amend
and/or add to the reference in order to meet such obligation and/or as a result
of information which comes to light after the date of this Agreement.


 


15      You shall not, except as may be required by law,
divulge to any person whatsoever or otherwise make use of any trade secret or
any confidential information concerning the business or finances of the Company
or any Group Company or any of their dealings, transactions or affairs or any
such confidential information concerning their suppliers, agents, or customers
except insofar as any trade secret or confidential information may have come
into the public domain (otherwise than as a result of any breach of any
obligations made by you to the Company). 
In addition, you will keep the terms of this Agreement and all
discussions and other correspondence on this subject confidential and will not
disclose them to any third party other than as required by law or by regulatory
authorities or in order to instruct your professional advisor or immediate
family who have agreed to be bound by the restriction.


 


16      Provided that a compromise agreement is reached and
signed between the parties, the Company will pay your reasonable legal costs
for legal advice as to the terms and effect of this Agreement up to a maximum
of £1000 (exclusive of VAT).  Payment
will be made direct to your relevant independent legal advisor subject to
receipt of an appropriate VAT invoice addressed to the Company from your legal
advisor.  The invoice should be addressed
to Virgin Media Limited and marked for the attention of Elisa Nardi at Media
House, Bartley Wood Business Park, Hook, Hampshire, RG27 9UP.


 


17      You warrant that:


 


17.1        you have not withheld or failed to disclose
any material fact concerning the performance of your duties with the Company
and/or the Group or any breach of any material term (express or implied) of
your contract of employment which would have entitled the Company to have
dismissed you summarily;


 


17.2        you have instructed your relevant
independent legal advisor to advise as to whether you have or may have any
claims, including statutory claims, against the Company or any Group Company
arising out of or in connection with your employment or its termination;


 


17.3        you have made a full and frank disclosure
to your relevant independent legal advisor of all facts and matters which could
lead to such claims with the express intention that all such claims be
compromised fully and effectively;


 


17.4        you have been advised by your relevant
independent legal advisor following consideration of (a) to (ee) below that:


 


17.4.1             your claims or particular complaints
against the Company or any Group Company, whether statutory or otherwise, are
those set out below at (a) to (ee) which are marked “yes” as follows:- 


 

















 


	
  (a)

  	
   

  	
  breach
  of contract

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  wrongful
  dismissal

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  unfair
  dismissal

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
   

  	
  unlawful
  detriment under the Employment Rights Act 1996

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
   

  	
  any
  other claim pursuant to the Employment Rights Act 1996

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
   

  	
  statutory
  redundancy payment

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
   

  	
  unlawful
  deductions from wages under the Employment Rights Act 1996

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
   

  	
  sex
  discrimination whether direct, indirect, by way of harassment or
  victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
   

  	
  race
  discrimination whether direct, indirect, by way of harassment or
  victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
   

  	
  disability
  discrimination whether direct discrimination, disability-related
  discrimination, failure to make reasonable adjustments, by way of harassment
  or victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k)

  	
   

  	
  discrimination
  on the grounds of sexual orientation whether direct, indirect, by way of
  harassment or victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
   

  	
  discrimination
  on the grounds of religion or belief whether direct, indirect, by way of
  harassment or victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (m)

  	
   

  	
  discrimination
  on the grounds of age whether direct, indirect by way of harassment or
  victimisation

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (n)

  	
   

  	
  equal
  pay under the Equal Pay Act 1970

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (o)

  	
   

  	
  under
  the Trade Union and Labour Relations (Consolidation) Act 1992 (as amended)

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (p)

  	
   

  	
  working
  time or holiday pay under the Working Time Regulations 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (q)

  	
   

  	
  failure
  to pay the national minimum wage under the National Minimum Wage Act 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (r)

  	
   

  	
  under
  and/or concerning the Public Interest Disclosure Act 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (s)

  	
   

  	
  under
  and/or concerning the Employment 

  	
   

  	
  No

  



 

















 


	
   

  	
   

  	
  Relations
  Act 1999

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (t)

  	
   

  	
  discrimination
  on the grounds of being a part-time worker under the Part-Time Workers
  (Prevention of Less Favourable Treatment) Regulations 2000 or otherwise

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (u)

  	
   

  	
  discrimination
  on the grounds of being a fixed-term employee under the Fixed-Term Employees
  (Prevention of Less Favourable Treatment) Regulations 2002 or otherwise

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  under
  and/or concerning the Transfer of Undertaking (Protection of Employment)
  Regulations 1981 (as amended)

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (w)

  	
   

  	
  for
  physical or psychiatric illness or injury (and all losses therefrom) relating
  to any acts of discrimination

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  any
  stress-related claims and/or any claims relating to depression or other
  mental illness and all losses arising therefrom

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (y)

  	
   

  	
  in
  relation to any personal injuries

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (z)

  	
   

  	
  harassment
  under the Protection from Harassment Act 1997

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (aa)

  	
   

  	
  under
  and/or concerning the Data Protection Act 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (bb)

  	
   

  	
  under
  and/or concerning the Transnational Information and Consultation of Employees
  Regulations 1999

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (cc)

  	
   

  	
  under
  and/or concerning the Information and Consultation of Employees Regulations
  2004

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (dd)

  	
   

  	
  under
  and/or concerning the Human Rights 1998

  	
   

  	
  No

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ee)

  	
   

  	
  arising
  as a consequence of the United Kingdom’s membership of the European Union;
  and

  	
   

  	
  No

  



 


17.4.2             You are not aware of any facts or
circumstances that may give rise to a claim against the Company or any Group
Company or their officers or employees other than those claims that you and
your relevant independent legal advisor have raised with the Company (whether
on a without prejudice basis or otherwise, and whether expressly or by
implication) including those claims marked “yes” set out from (a) to (ee)
above.


 














 


17.5                         You have not presented a Claim
Form to an office of the Employment Tribunals or issued a claim in the
High Court or County Court or any other authoritative body in any jurisdiction
in the world in respect of any claim in connection with your employment or its
termination including any claim for a Protective Award under the Transfer of
Undertakings (Protection of Employment) Regulations 1981 or under the Trade
Union and Labour Relations (Consolidation) Act 1992 and you undertake that
neither you nor anyone acting on your behalf will present or issue such an
application or claim.


 


17.6                         You have not failed to
disclose any personal injuries in relation to which you reasonably believe you
could claim against the Company and/or the Group.


 


17.7                         You have acted in the best
interests of the Company and any Group Company and have not knowingly committed
any breach of duty of any kind owed to the Company.


 


18                  These terms which are offered without any admission of
liability and which you agree to accept in consideration for the payment
specified in this Agreement are in full and final settlement of:


 


18.1                         the claims listed above and
marked “yes”; and


 


18.2                         any and all claims and rights
of action (whether under statute, contract, common law or otherwise) in any
jurisdiction in the world including but not limited to a claim for breach of
contract, unfair dismissal and any other claim which could be brought in an
Employment Tribunal or any other court of competent jurisdiction pursuant to
the Employment Rights Act 1996, the Employment Relations Act 1999, the Sex
Discrimination Act 1975, the Equal Pay Act 1970, Article 141 of the Treaty
of Rome, the Race Relations Act 1976, the Disability Discrimination Act
1995,  the Trade Union and Labour
Relations (Consolidation) Act 1992, the Working Time Regulations 1998, the
National Minimum Wage Act 1998, the Transfer of Undertakings (Protection of
Employment) Regulations 1981 as amended, the Part Time Workers (Prevention
of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees
(Prevention of Less Favourable Treatment) Regulations 2002, the Employment
Equality (Sexual Orientation) Regulations 2003, the Employment Equality
(Religion or Belief) Regulations 2003, the Employment Equality (Age)
Regulations 2006 the Transnational Information and Consultation of Employees
Regulations 1999, the Information and Consultation of Employees Regulations
2004, the Data Protection Act 1998, The Public Interest Disclosure Act 1998,
the Protection from Harassment Act 1997, any claims for physical or psychiatric
illness or injury (and all losses therefrom) relating to any acts of
discrimination and any stress-related claims and/or other claims relating to
depression or other mental illness and all losses arising therefrom and any
claims for personal injury of which you are aware at the date of this Agreement
which you have or may have against the Company or any Group Company, its or
their officers, employees, shareholders, or investors (or any representatives
of the foregoing) arising from or connected with your employment or holding of
any office with the Company or any Group Company, its termination, or any other
matter 


 

















 


concerning the Company provided always that this
waiver shall not apply to any pension rights or pension benefits (if any) which
have accrued to you up to the Termination Date, nor shall it apply to any other
personal injury claims of which you are not aware at the date of signing this
Agreement or should not reasonably be expected to be aware of at the date of
signing this Agreement nor in respect of your right to enforce this Agreement.


 


19                  You acknowledge and agree that the Company has agreed
these terms in reliance on the undertakings, representations and warranties set
out in this Agreement. In the event that, in breach of this Agreement, you do
present a Claim Form to an office of the Employment Tribunals or issue a
claim in the High Court or County Court or any other authoritative body in any
jurisdiction in the world in respect of any claim in connection with your
employment or its termination other than for enforcing the terms of this
Agreement, you agree that any payments made to you under paragraphs 3.1 -3.6
and 4 of this Agreement must be repaid to the Company immediately and will be
recoverable by the Company as a debt.


 


20                  The Contracts (Rights of Third Parties) Act 1999 shall
apply to this Agreement to the extent (but no more) than as set out in this
paragraph.  Any third party shall be
entitled to enforce the benefits conferred on it by this Agreement.  The consent of a Third Party shall not be
required for the variation or termination of this Agreement even if that
variation or termination affects the benefits conferred on any third
party.  For the purposes of this Agreement
“Third Party” means any company in the Group or any employee, agent or officer
of any Group Company.


 


21                  You confirm that you have received independent legal
advice from Louise Brown, Halebury Law, 3 Wigmore Place, London, W1U 2LN as to
the terms and effect of this Agreement and have discussed with your independent
advisor your ability to pursue claims as listed (a) to (ee) above and in
particular the effect of this Agreement on your ability to pursue your rights
before an Employment Tribunal or any other Court.


 


Louise Brown is a relevant independent adviser (within
the meaning of section 203 of the Employment Rights Act 1996) and there was in
force when she gave the advice referred to in this paragraph cover under a
contract of insurance or an indemnity provided for members of a profession or
professional body covering the risk of a claim by you in respect of loss
arising in consequence of this advice.


 


22                  This Agreement satisfies the conditions for regulating
compromise agreements under  section 203
of the Employment Rights Act 1996, section 14 of the Employment Relations Act
1999, Schedule 3a of the Disability Discrimination Act 1995, section 77 of the
Sex Discrimination Act 1975, section 72 of the Race Relations Act 1976, section
288 of the Trade Union and Labour Relations (Consolidation) Act 1992,
Regulation 35 of the Working Time Regulations 1998, section 49 of the National
Minimum Wage Act 1998, Regulation 9 of the Part Time Workers (Prevention
of Less Favourable Treatment) Regulations 2000, Regulation 10 of the Fixed Term
Employees (Prevention of Less Favourable Treatment) Regulations 2002, Schedule
4 of the Employment Equality (Sexual Orientation) Regulations 2003,  Schedule 4 of the Employment Equality
(Religion or Belief) Regulations 2003, Schedule 5 of the Employment Equality
(Age) Regulations 2006 Regulation 41 of the 


 

















 


Transnational Consultation of Employees Regulations
1999 and Regulation 40 of the Information and Consultation of Employees
Regulations 2004.


 


23                  Louise Brown by signing this Agreement confirms to the
Company that, to the best of her knowledge and belief, the statements set out
in paragraph 21 above are correct.


 


24                  This Agreement, although marked “without prejudice”
will, upon signature of all the parties, be treated as an open document
evidencing an agreement binding on the parties.


 


25                  Within this Agreement “Group Company” means any one of
the Company and any group undertaking as defined by sections 1162 and 1163 of
the Companies Act 2006 and the “Group” has the corresponding meaning.


 


Yours
sincerely,


 


 


	
  /s/
  ROBERT MACKENZIE

  	
   

  
	
  for
  and on behalf of Virgin Media Limited

  	
   

  



 


 


I
hereby confirm my acceptance to the above terms.


 


 


	
  Signed:

  	
  /s/
  HOWARD WATSON

  	
   

  
	
  Howard Watson

  	
   

  



 


Dated:  14/04/2009


 


 


I
confirm that I am a relevant independent adviser within the meaning of section
203 of the Employment Rights Act 1996 and with a valid policy of insurance or
indemnity in force.


 


	
  Signed:

  	
  /s/
  LOUISE BROWN

  	
   

  
	
  Independent Advisor

  	
   

  



 


Louise Brown


of Halebury Law


3 Wigmore Place


London


W1U 2LN


 


(T): +44 (0) 207 127 2500

(M): +44 (0) 787 96 35 956

(F): +44 (0) 207 990 9200 l.brown@halebury.com


www.halebury.com


 


Dated:  14/04/2009


 

















 


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