exv10w2



 





Exhibit 10.2




October 24, 2007




Mr. Shane O’Neill

25 Friars Stile Road

Richmond, Surrey TW 10 6NH

England



Dear Shane:



This letter sets forth the agreement (“Agreement”) between Liberty Global Services II, LLC (the
“Company”) and yourself concerning your employment with the Company. The terms of this Agreement
are as follows:




	 	 	 
	1. Effective Date:
	 	 November 1, 2007

	 	 	 

	2. Title and Job Description:

	 	 
You will serve as Senior Vice President and Chief Strategy Officer of
Liberty Global, Inc. (“LGI”), reporting to the President and Chief Executive Officer of
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 may reassign you to a different affiliated company, position
and/or location during the term of this Agreement in respect of your duties
hereunder. 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 Company acknowledges that you are also employed as an officer of
Chellomedia Services Ltd. in the United Kingdom, and has informed LGI of
that fact. Provided that you perform your duties under this Agreement for
an aggregate of 95 or more business days (excluding holidays and vacation
days), or such other number of business days as is determined by the LGI
Board of Directors, in any 12 month period, you will be released from such
duties to the extent required to carry out your duties to Chellomedia
Services Ltd. However, in the event of any inconsistency between the
requirements of this Agreement and the requirements of your employment
contract with Chellomedia Services Ltd., then those of this Agreement shall
take precedence.

	 	 	 

	 	 	You will be expected to carry out your duties for the Company and LGI in the
United States of America and in other locations throughout the world,
including making and communicating decisions regarding LGI’s business;
however, you may only sign contracts in your capacity as an officer of LGI
with in the United States.







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Employment Agreement

Shane O’neill

October 24,2007



	 	 	 
	 	 	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.

	 	 	 

	 	 	You will maintain and provide to LGI and the Company each month accurate and
complete written records of (a) the number of days spent performing duties
for LGI and the Company and (b) the number of days and partial days you are
physically present in the United States of America and performing duties for
LGI and the Company. You acknowledge that the Company and LGI will rely on
such records in determining, among other things, the appropriate amount of
withholding for U.S. tax purposes.

	 	 	 

	3. Salary:
	 	You will be paid on a bi-weekly basis at a rate equal to an annual salary of
US$332,000, which is based in part on our joint forecast of the amount of time you will spend
carrying out duties for the Company and LGI, on one hand, and Chellomedia Services Ltd., on
the other. Your salary and performance, and the amount of time spent in the service of each
employer, will be reviewed annually and may result in adjustments to your salary. This
salary, together with the other benefits described below, represents your total compensation
package provided by the Company. Your annual salary and any annual performance review do not
create a contract for any specific term of employment or any specific level of compensation.

	 	 	 

	4. Performance Awards:
	 	 
You have previously been designated to
participate in the 2007 Annual Executive Bonus
Plan under the Liberty Global Inc. 2005
Incentive Plan, as amended, with an aggregate
target cash performance award of $500,000 of
which 50% (the “2007 LGI Services Target
Award”) has been allocated to the performance
of your duties under the Agreement (the “LGI
Services”) and the remaining 50% (the “2007
Chellomedia Services Target Award”) has been
allocated to the performance of your duties
under your agreement with Chellomedia Services
Ltd. (the “Chellomedia Services”). The
payment of any amount to you with respect to
the 2007 LGI Services Target Award or the 2007
Chellomedia Services Target Award is subject
to the terms and conditions of the 2007
Executive Bonus Plan, including achievement of
the 2007 minimum base objective and the
evaluation by the LGI Compensation Committee
of the LGI Board of Directors (the
“Committee”) of your performance against the
2007 performance goals established for your
LGI Services in the case of the LGI Services
Target Award, and the 2007 performance goals
established for your Chellomedia Services in
the case of the Chellomedia Services Target
Award. The Company will be solely responsible
for payment of any amount that may ultimately
be awarded to you with respect to the LGI
Services Target Award and Chellomedia Services
Ltd. will be solely responsible for payment of
any amount that my be ultimately awarded to
you with respect to the Chellomedia Services
Target Award.







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Employment Agreement

Shane O’neill

October 24,2007



	 	 	 
	 	 	Subject to the discretion of the Committee,
you may be eligible to participate in any
future plan for cash performance awards
approved by the Committee, which may similarly
provide for a target performance award and
performance goals for your LGI Services and a
separate target performance award and
performance goals for your Chellomedia
Services. Your designation to participate in
any such plan is not a guarantee and you will
not be entitled to any certain percentage of
or amount with respect to any target
performance award, all such determinations
being in the sole discretion of the Committee.
It is possible that you may not receive any
payment with respect to a target performance
award in a certain year if the terms and
conditions of the plan are not achieved.
Similarly, neither your participation in a
plan for cash performance awards in any year
nor your receipt of any payment with respect
to a target performance award in any year will
guarantee or create a precedent that entitles
you to participate in any plan or receive any
payment in any other year.

	 	 	 

	5. Benefits:
	 	You will be entitled to life insurance and
disability benefits available under the
benefit packages offered by LGI, in accordance
with the policy guidelines set forth by LGI
and its insurance carriers. You will not be
eligible to receive any medical or dental
benefits from the Company or LGI or
participate in the LGI 401(k) Savings and
Stock Ownership Plan. We understand that
Chellomedia Services Ltd. may provide you with
automobile expense reimbursement, pension
benefits and other employee benefits,
including medical and dental, in accordance
with its policies as in effect from time to
time.

	 	 	 

	6. U.S. Withholding:
	 	 
You understand and acknowledge that the
Company and LGI will be subject to legal
obligations to withhold taxes on your
compensation, including compensation in the
form of equity-based awards and the exercise
and 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,
including, without limitation, their
respective procedures for calculating such
withholding. 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.

	 	 	 

	7. Taxes:
	 	The Company and LGI will have no
responsibility for payment of any of your
taxes, which will be solely your obligation.

	 	 	 

	8. Vacation and Sick Leave:
	 	 
Your vacation and sick leave allowance and observance of public holidays will be
determined by Chellomedia Services Ltd., and will be allocated between this Agreement and
your agreement with Chellomedia Services Ltd. as determined by the Company and Chellomedia
Services Ltd. You will inform the Company and LGI well in advance of your desired vacation
schedule, which will be







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Employment Agreement

Shane O’neill

October 24,2007



	 	 	 
	 	 	scheduled in accordance with LGI’s policies and subject to the applicable
provisions of your employment contract with Chellomedia Services Ltd.

	 	 	 

	9. 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 affiliates 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.

	 	 	 

	10. Termination:
	 	Your employment is at will, and this Agreement may be terminated by the Company
at any time with or without cause. Upon termination of this Agreement you will sign and
deliver to the Company a legally enforceable release giving up your rights to bring any legal
claim against the Company and/or any affiliate for any reason related to your employment and
separation from employment and will deliver to the Company or, at the Company’s request,
destroy, all materials and information in all forms and media relating to the Company, LGI and
other affiliates of the Company, without retaining any copies or derivations thereof in any
form, which are in your possession or control.

	 	 	 

	 	 	If Chellomedia Services Ltd. gives notice to you terminating your employment
with Chellomedia Services Ltd. and this Agreement is not terminated by the
Company as permitted in this Section 10, the Company agrees to cause one of
its non-U.S. affiliates to negotiate in good faith and with reasonable
promptness on a new agreement for your part-time employment outside of the
U.S. In return, you agree to similarly negotiate in good faith and with reasonable promptness with such affiliate on such agreement. In conducting
such negotiations, the parties give consideration to the benefits and
obligations







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Employment Agreement

Shane O’neill

October 24,2007



	 	 	 
	 	 	of the Chellomedia Services Ltd. agreement at the time of its
termination. You agree that during such negotiations any severance benefits
that are to be paid upon termination of the agreement with Chellomedia
Services Ltd. will be deferred until the negotiations are mutually
concluded. In addition, you agree that if, as a result of such
negotiations, a new employment agreement is entered into with the affiliate
in any category of employment, then any severance benefits that should have
been paid upon termination of the agreement with Chellomedia Services Ltd.
will be waived in full. Notwithstanding the foregoing, the agreement to
negotiate does not and shall not be deemed to be a guarantee that a new
employment agreement for part-time employment with a non-U.S. affiliate of
the Company will occur.

	 	 	 

	11. 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.

	 	 	 

	12. 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
Chellomedia Services Ltd., you will be permitted to disclose to Chellomedia
Services Ltd. and its officers, directors, employees and agents
confidential, proprietary or non-public information of LGI only to the
extent your LGI supervisor so permits.

	 	 	 

	13. Intellectual Property:
	 	 
You agree to disclose promptly to the Company all ideas, inventions, creations,
discoveries and works which relate to the Company, LGI or any other Company affiliates,
whether or not made or discovered in the course of your employment by the Company, either
solely or jointly with another. You acknowledge that all rights in and to such ideas,
inventions, creations, discoveries and works, whether or not patentable, copyrightable or subject
to other forms of protection, will be the exclusive property of the Company,
LGI or such other affiliates, as applicable. Where such rights do not vest







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Employment Agreement

Shane O’neill

October 24,2007



	 	 	 
	 	 	automatically in the Company, LGI or such other affiliates, you will take
all actions and execute and deliver all documents requested by the Company,
LGI or the Company’s other affiliates from time to time to assign and vest
such rights, including all copyright, patent, and design rights, and all
applications and registrations relating thereto, in and to the Company, LGI
or such other Company affiliate, as applicable, without additional
compensation or charges by you related thereto. You irrevocably waive any
moral rights you may have in and to the foregoing as part of the
consideration you provide under this Agreement.

	 	 	 

	14. Data Protection:
	 	 
You irrevocably consent to the Company, LGI and any affiliate of the
Company or LGI, or unaffiliated third party administrator or provider acting on their behalf,
(a) collecting, storing, using and processing, in any form or media, any personally
identifiable information relating to you for purposes of employee administration and benefits
and the management of their respective businesses, and for purposes of complying with
applicable laws and regulations, (b) providing such information in any form or media to
government agencies, accounting firms and legal counsel for immigration and other
employment-related purposes, and (c) providing such information in any form or media to third
parties that provide or administer employee benefits solely for purposes of benefit
administration, verification and provision.

	 	 	 

	 	 	The collection, use and transfer of personally identifiable information is
subject to policies of the Company and LGI as in effect from time to time.

	 	 	 

	15. 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.

	 	 	 

	16. 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.

	 	 	 

	17. 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.

	 	 	 

	18. 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







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Employment Agreement

Shane O’neill

October 24,2007



	 	 	 
	 	 	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.

	 	 	 

	 	 	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.

	 	 	 

	19. Submission to Jurisdiction; Jury Trial Waiver:
	 	 

 
 
By signing this Agreement below, you irrevocably consent and submit to the non-exclusive jurisdiction of the municipal, state and federal courts
located in the State of Colorado, U.S.A. in any court action to enforce,
interpret or prevent the violation or breach of this Agreement, and
irrevocably waive any defense or legal objection you may have to the
jurisdiction of such courts based on forum non conveniens principles. By
signing this Agreement below, you also IRREVOCABLY WAIVE ANY RIGHT YOU MAY
HAVE TO TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT. You further
agree that process may be served, and notices given, to you in writing by
personal delivery or delivery by mail or courier to your address set forth
on the first page of this Agreement.






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
three fully executed copies to me no later than October 30, 2007.




Sincerely,




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Employment Agreement

Shane O’neill

October 24,2007




LIBERTY GLOBAL SERVICES II, LLC

(Employer)




	 	 	 	 	 	 	 
	By:	 	/s/ Amy M. Blair	 	 
	 	 	 	 	 
	 	 	Amy M. Blair
	 	 
	 	 	Senior Vice President, Global Human Resources	 	 
	 
	 	 	 	 	 	 
	ACCEPTED and AGREED:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Shane O’Neill	 	Date: October 24, 2007
	   	 	 	 	 
	Shane O’Neill	 	 	 	 







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