exv10w3



 





Exhibit 10.3




Effective November 1, 2007




CHELLOMEDIA SERVICES LTD.




and




SHANE O’NEILL




      





EXECUTIVE SERVICE AGREEMENT




      





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THIS AGREEMENT is entered into on November 1, 2007, to have effect from November 1, 2007




BETWEEN:





	(1)	 	Chellomedia Services Ltd, a limited liability company duly organised and existing under the
laws of England and Wales, whose registered office is at Michelin House, 81 Fulham Road,
London, SW3 6RD, United Kingdom (the “Company"); and
	 
	(2)	 	Shane O‘Neill of 25, Friars Stile Road, Richmond, Surrey, TW10 6NH (the “Executive").





THE PARTIES AGREE AS FOLLOWS:





	1	 	DEFINITIONS
	 
	 	 	In this agreement unless the context otherwise requires:-
	 
	1.1	 	“Board” means the Board of Directors for the time being of Liberty Global, Inc. (“LGI”) and
includes any committee of the Board of Directors duly appointed by it.
	 
	1.2	 	“Group Company” means any holding company from time to time of the Company or any subsidiary
from time to time of the Company or of any such holding company (other than the Company) (for
which purpose “subsidiary” and “holding company” shall have the meanings given to them in
Section 736 of the Companies Act 1985). For the purposes of this agreement, Chellomedia
(“Chellomedia”), a division of Liberty Global, Inc., and United Pan-Europe Communications N.V.
(“UPC”) are deemed to be within the scope of this definition.
	 
	1.3	 	“Group” means the Company and the Group Companies.
	 
	1.4	 	“Supervisor” means the Chief Executive Officer of LGI.
	 
	2	 	APPOINTMENT AND NOTICE PERIOD
	 
	2.1	 	The Company shall engage the Executive and the Executive shall serve the Company as
hereinafter provided (the “Appointment"). The Appointment commenced effective November 1,
2007 and shall, subject to clause 12 and the following provisions of this clause 2.1, continue
unless and until terminated by either party giving to the other not less than 6 months’
previous notice in writing. In addition to its rights under clause 12, the Company may in its
absolute discretion choose to terminate the Appointment at any time on less than 6 months’
notice to the Executive and make the payment in lieu of notice contemplated by clause 2.2.2.
In circumstances where the Company has exercised its discretion to terminate the Appointment
under the immediately preceding sentence and made such a payment, any equity awards
(including, without limitation, options, stock appreciation rights and restricted shares or
units) then held by the Executive will continue to vest after the termination of the
Appointment over the shorter of a period of 6 months and any unexpired period of notice as at
the date the Appointment terminates.
	 
	2.2	 	Subject to clause 2.3 and 2.4, if the Company terminates the Appointment other than in
circumstances where clause 12 applies, the Executive shall be entitled to:






	 	2.2.1	 	a lump sum payment equivalent to the Executive’s salary and benefits over 6
months;
	 
	 	2.2.2	 	if less than 6 months’ notice of termination has been given by the Company, an
additional cash payment equivalent to the Executive’s salary and benefits for the
period equal to 6 months less the amount of notice given; and





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	 	2.2.3	 	if Liberty Global Services II LLC (“LGS II”) terminates the Executive’s
employment contemplated by clause 3.6 below without cause and this agreement terminates
as provided in clause 13 below (provided that clause 12 below does not otherwise
apply), a lump sum payment equivalent to the Executive’s salary over 6 months that
would have been payable under his employment agreement with LGS II as in effect
immediately prior to its termination, and if less than 6 months’ notice of termination
was given by LGS II, an additional cash payment equivalent to the Executive’s salary
under such employment agreement for the period equal to 6 months less the amount of
notice given.






	 	 	For purposes of the foregoing provisions of sub-clauses 2.2.1 and 2.2.2, the term “benefits”
refers solely to those benefits identified in clauses 7 and 8 of this agreement, and shall
not include any equity awards held by the Executive with respect to equity in any Group
Company or any bonuses or performance awards under any annual or longer term bonus or
incentive plan. The Executive’s rights with respect to any such equity awards, bonuses or
performance awards shall be governed solely by the terms of the applicable plan under which
they were awarded and any applicable award agreement.






	2.3	 	In the event the Executive is still employed by LGS II at the time the Appointment is
terminated by the Company and the Executive and a non-U.S. affiliate of LGS II are negotiating
(or expected to negotiate) on a new agreement for the Executive’s employment outside of the
U.S., the parties hereto agree that during such negotiations any entitlements that are due
under clause 2.2 will be deferred until the negotiations are mutually concluded. In addition,
the parties hereto agree that if, as a result of such negotiations, a new employment agreement
is entered into by the Executive with an affiliate of LGS II in any category of employment,
then any entitlements that should have been due under clause 2.2 will be irrevocably waived in
full.






	2.4	 	Any payments under clause 2.2 and, if applicable, the continued vesting of equity awards
under the last sentence of clause 2.1, shall be made in full and final settlement of all and
any claims arising out of or in connection with the Executive’s employment or its termination
and are conditional upon the Executive (and his legal adviser as necessary) signing a
compromise agreement giving effect to this and irrevocably waiving all claims against the
Company, LGS II (if the Executive’s employment agreement with LGS II is terminated as
described in sub-clause 2.2.3) and Group Companies, such agreement to be in a form prepared by
the Company and agreed with the Executive (such agreement not to be unreasonably withheld or
delayed). If notwithstanding such agreement the Executive or anyone acting on his behalf
brings a claim arising out of or in connection with his employment or its termination the
Executive shall repay upon demand to the Company any payments made under clause 2.2. Such
repayment shall be recoverable by the Company as a debt.





     2.5 The Executive’s period of continuous employment with the Company began on 8 November 1999.




	3	 	DUTIES






	3.1	 	The Executive shall serve as President of Chellomedia, carrying out such duties as his
Supervisor may direct from time to time. The Executive also shall serve as director and
officer (or in similar capacities, depending on the nature of the entity) of such other
entities as his Supervisor directs from time to time in connection with the Appointment. The
Executive shall carry out such duties and exercise such powers in relation to the foregoing as
may from time to time be assigned to or vested in the Executive. During the Appointment the
Executive shall well and faithfully serve Chellomedia, the Company and such other entities as
this Agreement requires.




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	3.2	 	The Executive’s working hours are such hours as may be necessary for the proper performance
of the Executive’s duties. In the event of any dispute on this the Executive’s working hours
shall be such hours as his Supervisor considers necessary for the proper performance of the
Executive’s duties.
	 
	3.3	 	The Executive’s normal place of work shall be London.
	 
	3.4	 	The Executive may be required in pursuance of his duties hereunder:-






	 	(a)	 	to perform services for Chellomedia, the Company and other entities as is
specified in clause 3.1;
	 
	 	(b)	 	to travel to such places whether in or outside the United Kingdom by such
means and on such occasions as the Company, Chellomedia and such other entities may
require; and
	 
	 	(c)	 	to make reports to his Supervisor and the governing bodies of other entities
to which the Executive is assigned pursuant to clause 3.1 as it or they may reasonably
require.






	3.5	 	Notwithstanding the foregoing or any other provision of this agreement, if a termination
notice has been given by either the Company or the Executive under clause 2.1 the Company
shall not be under any obligation to vest in or assign to the Executive any powers or duties
and may at any time until the date the Appointment terminates require the Executive to
perform:-






	 	(a)	 	all his normal duties;
	 
	 	(b)	 	a part only of his normal duties and no other duties;
	 
	 	(c)	 	such duties as it may reasonably require and no others; or
	 
	 	(d)	 	no duties whatever;






	 	 	and may from time to time suspend or exclude the Executive from the performance of
his duties and/or from all or any premises of the Company and the Group Companies
without the need to give any reason for so doing but his salary will not cease to be
payable (in whole or in part) nor will he cease to be entitled to any other benefits
hereunder by reason only of such suspension or exclusion unless or until his
Appointment terminates.






	3.6	 	The Company acknowledges that the Executive also will be employed as an executive of LGS II,
a wholly-owned subsidiary of LGI, during the Appointment. Provided the Executive performs his
duties under this Agreement during an aggregate of 95 or more working days (not including
holidays) or such other number of working days as is determined by the Board in any period of
12 months, the Executive will be released from such duties for the purpose of carrying out his
duties in the course of his separate employment with LGS II. In the event of any
inconsistency between the requirements of the Appointment and the requirements of the
Executive’s employment with LGS II, then those of his employment with LGS II shall take
precedence.






	3.7	 	The Executive will maintain and provide to the Company each month accurate and complete
written records of (a) the number of days spent performing duties for the Company and (b) the
number of days and partial days the Executive is physically present in the UK and performing
duties for the Company.





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	4	 	HOLIDAY ENTITLEMENT
	 
	 	 	During the Appointment the Executive shall be entitled to 25 working days’ holiday (in
addition to public holidays in England and Wales) in each full calendar year January to
December (prorated for any partial calendar year) at full salary to be taken at such time or
times as may be approved by his Supervisor. Holidays can only be carried over to the
subsequent year with the prior approval of his Supervisor (and such carry-over shall not
exceed 5 days). Upon the termination of the Appointment the Executive shall be entitled to
receive payment in lieu of accrued holidays not taken at that date (provided that such
termination is not pursuant to clause 12) or the Company shall be entitled to make a
deduction from the Executive’s salary in respect of holidays taken in excess of the accrued
entitlement.
	 
	5	 	REMUNERATION
	 
	5.1	 	During the Appointment, as remuneration for his services hereunder, the Executive shall be
paid a fixed salary at the rate of £163,000 gross per annum payable in equal monthly
instalments in arrears on or before the last working day of each calendar month.
	 
	5.2	 	The salary shall be reviewed along with the Executive’s performance in each calendar year.
There shall be no obligation on the Company to increase the salary.
	 
	5.3	 	The Executive’s salary and/or any other sums due to him under this agreement shall be subject
to such deductions as may be required by law to be made (including, without limitation, tax
and national insurance deductions). The Executive authorises the Company to deduct from his
salary and/or any other sums due to him under this agreement any sums due from him to the
Company or any Group Company, and irrevocably releases the Company from any liability for
doing so.
	 
	5.4	 	The Executive acknowledges that the Company will have no responsibility for paying any of his
taxes. The Executive agrees to pay directly, as and when due, all taxes payable by him in
connection with compensation paid or provided to him by the Company, including compensation in
the form of equity-based awards and taxes payable on the exercise or vesting thereof. The
Executive acknowledges that the Company may be subject to legal obligations to withhold taxes
on his compensation, including compensation in the form of equity-based awards and the
exercise and vesting thereof, and irrevocably releases and agrees to hold harmless the Company
from and against any liability arising directly or indirectly from their compliance with
requirements to withhold such amounts, including, without limitation, its procedures for
calculating such withholding.
	 
	6	 	EXPENSES/COMPANY EQUIPMENT
	 
	6.1	 	The Executive shall be entitled to recover all reasonable travelling, hotel and other
expenses incurred in connection with the performance of the duties hereunder, which expenses
shall be evidenced in such manner as the Company may specify from time to time and are subject
to compliance with the Company’s business expense policy. The Executive agrees to repay to the
Company any personal expenses he owes the Company.
	 
	6.2	 	The Executive may be provided equipment to utilise during his employment with the Company and
agrees to return such equipment to the Company as and when demanded. The Executive agrees to
repay to the Company any charges for damage done to any equipment (excluding normal wear and
tear). In the event any equipment is not returned to the Company promptly by the Executive it
will be given a fair market value by the Board, which the Executive agrees to repay to the
Company on demand. These repayment obligations are without prejudice to any other legal
remedies that the Company may have.





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	6.3	 	The Company reserves the right to make deductions from the Executive’s salary and/or any
other sums due to him under this agreement in respect of any sums due to be paid to the
Company by him under clauses 6.1 and 6.2.






	7	 	PENSIONS






	7.1	 	Subject to clause 7.2 the Executive will be eligible to participate in the Chellomedia
Services Ltd Group Personal Pension Plan, as it exists from time to time.






	7.2	 	Contributions to that Plan by the Company will be in compliance with the Company’s policy on
pension contributions as amended from time to time.






	8	 	BENEFITS/COMPANY CAR






	8.1	 	The Executive and his spouse and dependent children are entitled to become members of the
Company’s Private Medical Insurance scheme and Dental Insurance Scheme subject to the rules of
the schemes as amended from time to time. For the Medical Insurance Scheme, all monthly
premiums will be borne by the Company. With regards to the Dental Insurance Scheme, only the
monthly premiums for the Executive will be borne by the Company. The Executive may obtain
full details of the schemes from the Company’s Human Resources department.






	8.2	 	The Executive may participate in the Company’s Permanent Health Insurance scheme subject to
the rules of the scheme as amended from time to time. The Executive may obtain full details
of the scheme from the Company’s Human Resources department.






	8.3	 	The Company will provide the Executive with group life assurance cover, subject to the rules
of the scheme as amended from time to time. The Executive may obtain full details of the
scheme from the Company’s Human Resources department.






	8.4	 	Subject to any terms and conditions of the Company’s car policy as may be amended from time
to time, to assist the Executive in the performance of his duties the Company shall during the
Appointment provide the Executive with a car allowance appropriate to his service level
payable monthly in arrears (subject to such deductions as may be required by law to be made,
including without limitation tax and national insurance deductions).






	8.5	 	It is a condition of the Executive’s employment that the Executive consents to a medical
examination by a doctor nominated by the Company at any time during his Appointment should the
Company so require.






	9	 	CONFIDENTIAL INFORMATION/TRADE SECRETS/NON-COMPETITION




During the Appointment, the Executive will acquire knowledge of confidential and propriety
information regarding, among other things, the Company’s , the Group Companies’ present and future
operations, customers and suppliers, pricing and bidding strategies, and the methods used by the
Group and its executives. Therefore, the Executive hereby agrees to the following:





	9.1	 	During the Appointment and after the termination of the Appointment the Executive shall hold
in a fiduciary capacity for the benefit of the Company and the Group Companies, and shall not
directly or indirectly use or disclose, any Trade Secret (as defined below) that the Executive
may acquire during the Appointment or during the Executive’s previous service with the Company
or any Group Company for so long as such information remains a Trade Secret. The term “Trade
Secret” as used in this agreement shall mean confidential business or proprietary information
including, but not limited to, technical or non-technical data, a formula, a pattern, a
compilation, a program, a device, a method, a technique, a drawing, a





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	 	 	process, financial data, financial plans, product plans or a list of actual or potential
customers or suppliers which:






	 	(a)	 	derives economic value, actual or potential, from not being generally known to,
and not being readily ascertainable by proper means by other persons who can obtain
economic value from its disclosure or use; and
	 
	 	(b)	 	is the subject of reasonable efforts by the Company or any Group Company to
maintain its confidentiality.






	9.2	 	In addition to clause 9.1 above and not in limitation thereof, the Executive agrees that,
during the Appointment and for a period of two years after termination, the Executive will
hold in a fiduciary capacity for the benefit of the Company and the Group Companies, and shall
not directly or indirectly use or disclose, any Confidential or Proprietary information (as
defined below) that the Executive may have acquired (whether or not developed or compiled by
the Executive and whether or not the Executive was authorised to have access to such
information) during the term of, in the course of or as a result of the Appointment or the
Executive’s previous service with the Company or any Group Company. The term “Confidential or
Proprietary Information” as used in this agreement means any secret, confidential, or
proprietary information of the Group not otherwise included in the definition of “Trade
Secret” above and does not include information that has become generally available to the
public by the act of one who has the right to disclose such information without violating any
right of the person to which such information pertains.






	9.3	 	In this clause 9:






	 	(a)	 	“Restricted Business” means those of the businesses of the Company and any
Group Company at the time of the termination of the Appointment with which the
Executive was involved to a material extent during the period of 12 months ending on
the date of the termination of the Appointment.
	 
	 	(b)	 	“Restricted Customer” means any firm, company or other person who, during the
period of 12 months ending on the date of the termination of the Appointment, was a
customer of or in the habit of dealing with the Company or any Group Company and with
whom the Executive had contact or about whom the Executive became aware or informed in
the course of the Appointment or the Executive’s previous service with the Company or
any Group Company.
	 
	 	(c)	 	“Restricted Executive” means any person who, at the date of the termination of
the Appointment, either:-






	 	(1)	 	was employed by the Company or any Group Company in an
executive capacity and was a person with whom the Executive had material
contact; or
	 
	 	(2)	 	was employed by the Company or any Group Company and reported
to the Executive directly or indirectly at any time during the 12 months prior
to the termination of the Appointment.






	9.4	 	The Executive will not, for a period of 12 months after the termination of the Appointment,
solicit or endeavour to entice away from the Company or any Group Company the business or
custom of a Restricted Customer with a view to providing goods or services to that Restricted
Customer in competition with any Restricted Business.





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	9.5	 	The Executive will not, for a period of 12 months after the termination of the Appointment,
provide goods or services to or otherwise have any business dealings with any Restricted
Customer in the course of any business concern which is in competition with or which aims to
compete with any Restricted Business.






	9.6	 	The Executive will not, for a period of 12 months after the termination of the Appointment,
in the course of any business concern which is in competition with or which aims to compete
with any Restricted Business solicit or endeavour to entice away from the Company or any Group
Company any Restricted Executive or employ or otherwise engage the services, whether as
executive, consultant, or otherwise, of any Restricted Executive.






	9.7	 	The obligations imposed on the Executive by this clause 9 extend to the Executive acting not
only on the Executive’s own account but also on behalf of any other firm, company or other
person and shall apply whether the Executive acts directly or indirectly, in whatsoever
capacity.






	9.8	 	The covenants contained in this clause 9 shall inure to the benefit of the Company and the
Group Companies and their respective successors and to entities to which the Executive is
assigned pursuant to clause 3.1.






	10	 	INVENTIONS AND CREATIVE WORKS






	10.1	 	The Executive acknowledges that because of the nature of his duties and the particular
responsibilities arising as a result of such duties which he owes to the Company and the Group
Companies he has a special obligation to further the interests of the Company and the Group
Companies. In particular the duties of the Executive may include reviewing the products and
services of the Company and Group Companies with a view to improving them by new and/or
original ideas and inventions and implementing such improvements.






	10.2	 	The Executive shall promptly disclose to the Company any idea, invention or work which is
relevant to or capable of use in the business of the Company or any of the Group Companies
made by the Executive during the Appointment or the Executive’s previous service with the
Company or any Group Company, whether or not in the course of his duties. The Executive
acknowledges that the intellectual property rights subsisting or which may in the future
subsist in any such ideas, inventions or works created by him in the course of his employment
will, on creation, vest in and be the exclusive property of the Company and where the same
does not automatically vest as aforesaid, the Executive shall assign the same to the Company
(upon the request of the Company) without further consideration. The Executive hereby
irrevocably waives any rights which he may have in any such ideas, inventions or works which
are or have been conferred upon him by chapter IV of part I of the Copyright, Designs and
Patents Act 1988 headed “Moral Rights” and by laws having similar effect in other
jurisdictions.






	10.3	 	The Executive hereby irrevocably appoints the Company to be his attorney in his name and on
his behalf, which appointment is coupled with an interest, to execute and do any such
instrument or thing and generally to use his name for the purpose of giving to the Company or
its nominee the full benefit of the provisions of this clause 10, and acknowledges in favour
of any third party that a certificate in writing signed by any Director or officer of the
Company that any instrument or act falls within the authority hereby conferred shall be
conclusive evidence that such is the case.






	11	 	CODE OF BUSINESS CONDUCT
	 
	 	 	The Executive shall be subject to and shall comply with the Company’s Polices, including its
Code of Business Conduct, as in effect from time to time.





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	12	 	TERMINATION BY EVENTS OF DEFAULT






	12.1	 	The Appointment shall be subject to summary termination at any time by the Company by notice
in writing if the Executive shall:-






	 	(a)	 	have committed any serious breach or (after warning in writing) any repeated or
continued material breach of his obligations hereunder; or
	 
	 	(b)	 	have committed an act of gross misconduct in connection with the performance of
his duties, as determined by the Board, or have demonstrated habitual negligence in the
performance of his duties, as determined by the Board; or
	 
	 	(c)	 	shall have been guilty of any act of dishonesty or serious misconduct or any
conduct which in the reasonable opinion of the Board tends to bring the Executive, the
Company or any of the Group Companies into disrepute including but not limited to any
serious breach of the Company’s Code of Business Conduct; or
	 
	 	(d)	 	be convicted of any criminal offence (excluding an offence under the road
traffic legislation in the United Kingdom or elsewhere for which the Executive is not
sentenced to any term of imprisonment, whether suspended or not ); or
	 
	 	(e)	 	be incapacitated during the Appointment by ill-health or accident from
performing his duties hereunder [and under his employment agreement with LGS II] for an
aggregate of 130 working days or more in any period of 12 months provided that this
clause 12.1(e) shall not apply if the Executive then qualifies for permanent health
insurance benefits and terminating his Appointment would deprive the Executive of
permanent health insurance benefits under clause 8.2.






	12.2	 	Any delay by the Company in exercising such right of termination shall not constitute a
waiver thereof provided such delay does not extend beyond 12 months after grounds for
termination are known to the Company.






	13	 	TERMINATION TO COINCIDE WITH TERMINATION BY LGS II
	 
	 	 	If LGS II gives notice to the Executive terminating his employment with LGS II, then unless
such notice expressly states otherwise, the Company shall be deemed for all purposes of
this agreement to have given notice of termination of the Appointment pursuant to this
Agreement.






	14	 	INCAPACITY






	14.1	 	If the Executive shall be incapacitated during the Appointment by ill-health or accident from
performing his duties hereunder and under his employment agreement with LGS II for an
aggregate of 130 working days or more in any period of 12 months the Company may by written
notice to the Executive forthwith (or as from a future date specified in the notice)
discontinue payment in whole or part of the salary and benefits under this Agreement until
such incapacity shall cease or (whether or not his salary and benefits shall have been
discontinued as aforesaid) terminate pursuant to clause 12.1(e) the Appointment provided that
the Company shall, except where the Appointment has been terminated, take commercially
reasonable steps to ensure that the Executive receives benefits pursuant to clauses 8.1, 8.2
and 8.3. Unless and until the Appointment is terminated, the said salary and benefits shall
continue to be payable to the Executive notwithstanding such incapacity, but the Company shall
be entitled to set off or deduct therefrom the amount of any sickness or other benefit to
which the Executive is entitled under Social Security legislation for the time being in force.
If





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	 	 	requested by the Company, a doctor’s certificate must be obtained for any period of
incapacity due to sickness or injury of more than 7 days (including weekends).






	14.2	 	It is a condition of the Executive’s employment that the Executive consents to an examination
by a doctor nominated by the Company at any time during the incapacity should the Company so
require.






	14.3	 	If the Executive’s absence shall be occasioned by the actionable negligence of a third party
in respect of which damages are recoverable, then Executive shall:






	 	(a)	 	immediately notify the Company of all the relevant circumstances and of any
claim, compromise, settlement or judgment made or awarded in connection therewith; and
	 
	 	(b)	 	if the Company so requires, refund to the Company such sum as the Company may
determine, not exceeding the lesser of:






	 	(i)	 	the amount of damages recovered by the Executive under any
compromise settlement or judgment; and
	 
	 	(ii)	 	the sums advanced to the Executive by the Company in respect of
the period of incapacity.






	15	 	OBLIGATIONS UPON TERMINATION
	 
	 	 	Upon the termination of the Appointment howsoever arising the Executive shall:-






	15.1	 	at any time or from time to time thereafter upon the request of the Company, resign without
claim for compensation from:-






	 	(a)	 	all offices held in the Company or any of the Group Companies; and
	 
	 	(b)	 	membership in any organisation and any office in any other company acquired by
reason of or in connection with the Appointment;






	 	 	and should he fail to do so the Company is hereby irrevocably appointed to be the
Executive’s attorney in his name and on his behalf to execute any documents and to do
any things necessary or requisite to give effect to this clause, which appointment is
coupled with an interest; and






	15.2	 	deliver to the Company all documents and other materials (including, but not limited to,
correspondence, lists of clients or customers, notes, memoranda, plans, drawings and other
documents of whatsoever nature and all copies thereof) in all forms and media made or compiled
or acquired by the Executive during or prior to the Appointment and concerning the business,
finances or affairs of the Company or any of the Group Companies or their respective customers
together with all other property of or relating to the business of the Company or any of the
Group Companies which may be in the Executive’s possession or under the Executive’s power or
control.






	16	 	RECONSTRUCTION AND AMALGAMATION






	 	 	If at any time the Executive’s employment is terminated in connection with any
reconstruction or amalgamation of the Company or any of the Group Companies whether by
winding up or otherwise and the Executive receives an offer on terms which (considered in
their entirety) are not less favourable to any material extent than the terms of this
agreement from a company involved in or resulting from such reconstruction or amalgamation
the Executive shall have no





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	 	 	claim whatsoever against the Company or any such company arising out of or connected with
such termination.






	17	 	NOTICES
	 
	 	 	Any notice to be given hereunder shall be in writing. Notices may be given by either party
by personal delivery or post or by fax addressed to the other party at (in the case of the
Company) its registered office for the time being and (in the case of the Executive) his
last known address and any such notice given by letter or fax shall be deemed to have been
served at the time at which the letter was delivered personally or fax transmittal was
confirmed or if sent by post would be delivered in the ordinary course of first class post.
	 
	18	 	PREVIOUS CONTRACTS
	 
	18.1	 	This agreement is in substitution for any contract of service between the Company or any of
the Group Companies and the Executive that pre-dates this agreement and such contract shall be
deemed to have been terminated by mutual consent as from the commencement of the Appointment
(including, for the avoidance of any doubt, the Executive Service Agreement between the
Company and the Executive dated 10 January 2005 which shall be deemed to have been terminated
by mutual consent as from the commencement of the Appointment and not terminated in the
circumstances referred to in clause 2.1, 2.3 or 2.4 of that agreement). Notwithstanding the
preceding provisions of this clause 18.1, any provision of any such prior agreement which has
yet to be fully performed shall survive such termination until full performance has occurred.
	 
	18.2	 	The Executive hereby warrants and represents to the Company that he will not, in entering
into this agreement or carrying out his duties hereunder, be in breach of any terms of
employment whether express or implied or any other obligation binding upon him.
	 
	19	 	PROPER LAW
	 
	 	 	This agreement shall be governed and construed in all respects in accordance with English
law. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of
England and Wales over any claim or matter arising under or in connection with this
agreement.
	 
	20	 	CONSTRUCTION
	 
	20.1	 	The headings in this agreement are inserted for convenience only and shall not affect its
construction.
	 
	20.2	 	Any reference to a statutory provision shall be construed as a reference to any statutory
modification or re-enactment thereof (whether before or after the date hereof) for the time
being in force.
	 
	21	 	STATUTORY INFORMATION, POLICIES AND SCHEDULES
	 
	21.1	 	This agreement constitutes a written statement as at the date hereof of the terms of
employment of the Executive in compliance with the provisions of the Employment Rights Act
1996.
	 
	21.2	 	There are no collective agreements applicable to the Executive.
	 
	21.3	 	The grievance, disciplinary and dismissal procedures applicable to the Executive are set out
on the Company’s intranet, and may be changed from time to time by the Company.





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	21.4	 	If the Executive is dissatisfied with any disciplinary or dismissal decision relating to him
he should apply in writing to the Vice President, Human Resources in accordance with the
procedure set out in the Company’s disciplinary and dismissal procedure. Any application for
the purpose of seeking redress of any grievance relating to the Executive’s employment should
be made in writing to his Supervisor, or, if the Executive’s grievance concerns his
Supervisor, to the Vice President, Human Resources in accordance with the procedure set out in
the Company’s grievance procedure. Further details are given in the relevant procedures which
are not contractually binding on the Company and, except as expressly stated in the
procedures, do not form part of the Executive’s terms and conditions of employment.






	21.5	 	The Executive shall comply with all of the Company’s rules, regulations and policies in force
from time to time, which may be revised from time to time at the discretion of the Company
without notice to the Executive.






	21.6	 	This agreement, together with all policies of the Company and the Group Companies as in
effect from time to time, constitutes the entire agreement between the Executive and the
Company as to the subject matter hereof.






	22	 	DATA PROTECTION
	 
	 	 	The Executive consents to the Company, any Group Company or other entity to which the
Executive is assigned pursuant to clause 3.1 holding and processing both electronically and
in hard copy form any personal and sensitive data relating to the Executive for the purposes
of Executive-related administration, processing the Executive’s file and management of its
business, for compliance with applicable procedures, laws and regulations and for providing
data to external suppliers who administer the Executive’s benefits solely for the purpose of
providing the Executive with those benefits. It may also be necessary for the Company or
another entity to which the Executive is assigned pursuant to clause 3.1 to forward such
personal and sensitive information to other offices it may have or to another Group Company
outside the European Economic Area where such a company has offices for storage and
processing for administrative purposes and the Executive consents to the Company doing so as
may be necessary from time to time.




IN WITNESS whereof this agreement has been executed on the date stated on the first page of this
agreement.




	 	 	 	 	 	 	 	 	 
	Signed as a deed by the said

	 	 	)	 	 	 	 	 
	SHANE O’NEILL

	 	 	)	 	 	/s/  Shane O’Neill
	 	 
	in the presence of:-

	 	 	)	 	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Signed by

	 	 	)	 	 	 	 	 
	Duly authorised for and on behalf of

	 	 	)	 	 	 	 	 
	CHELLOMEDIA SERVICES LIMITED

in the presence of:-

	 	 	)

)	 	 	/s/  Jeremy Evans

/s/  Angela McMullen
	 	 







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