EX-10.11: EMPLOYMENT AGREEMENT WITH BARCLAY KNAPP



 



Exhibit 10.11


EMPLOYMENT AGREEMENT


     THIS AGREEMENT (this “Agreement”) made as of the 7th day of
November, 2002, by and between NTL Communications Corp., a Delaware corporation
(the “Company”), and Barclay Knapp (the “Executive”).


     WHEREAS, the Company wishes to employ the Executive as
President – Chief Executive Officer of the Company effective as of the
“Effective Date” (as defined in the Second Amended Joint Reorganization Plan of
NTL Incorporated and Certain Subsidiaries, dated as of July 15, 2002 (such
plan, as it may be amended or supplemented, the “Plan”)); and


     WHEREAS, the Executive wishes to accept such employment and to render
services to the Company on the terms and conditions set forth herein.


     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereto agree as follows:


     1.     Effectiveness. This Agreement shall become effective as of the
Effective Date. This Agreement constitutes the “Employment Agreement” referred
to in Article IV.I. of the Plan.


     2.     Employment Term.


     (a)  The term of the Executive’s employment pursuant to this Agreement (the
“Employment Term”) shall commence as of the Effective Date and shall end on
December 31, 2003, unless the Employment Term terminates earlier pursuant to
Section 7 of this Agreement. The Employment Term may be extended by mutual
agreement of the Company and the Executive; provided, that the Company shall
give the Executive at least 60 days’ notice prior to December 31, 2003 if it
does not intend to seek an extension of the Employment Term.


     (b)  Title: Duties. During the Employment Term, the Executive shall hold
the title and offices of, and serve in the position of, President – Chief
Executive Officer of the Company, and the Executive shall perfom such duties,
services and


 






 




 responsibilities as are reasonably requested from time to time by the
Board of Directors of the Company (the “Board”) and normal and customary for
such position. During the Employment Term, the Executive’s principal office
shall be located in New York City or within 60 miles of New York City.


     During the Employment Term, the Executive shall devote the Executive’s
full business time, attention and skill to the performance of the Executive’s
duties, services and responsibilities hereunder and shall use the Executive’s
best efforts to promote the interests of the Company. During the Employment
Term, the Executive will not, without the prior written approval of the Board,
engage in any other business activity which could interfere with the
performance of the Executive’s duties, services and responsibilities hereunder
or which is in violation of applicable policies established from time to time
by the Company. Nothing contained in this Agreement shall preclude the
Executive from devoting a reasonable amount of time and attention during the
Employment Term to (i) serving, with the prior approval of the Board, as a
director, trustee or member of a committee of any organization; (ii) engaging
in charitable and community activities; and (iii) managing personal investments
and affairs, so long as any activities of the Executive which are within the
scope of clauses (i), (ii) and (iii) of this Section 2(b) do not interfere with
the performance of the Executive’s duties, services and responsibilities
hereunder.


     3.     Monetary Remuneration.


     (a)  Base Salary. During the Employment Term, in consideration of the
performance by the Executive of the Executive’s obligations hereunder to the
Company and its parents, subsidiaries, affiliates and joint ventures
(collectively, the “Company Affiliated Group”) in any capacity (including any
services as an officer, director, employee, member of any Board committee or
management committee or otherwise), the Company shall pay to the Executive an
annual salary of $700,000 (the “Base Salary”). The Base Salary shall be payable
in accordance with the normal payroll practices of the Company in effect from
time to time. If the Executive provides services to members of the Company
Affiliated Group other than the Company, no additional compensation shall be

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     paid by any such member to the Executive, and any compensation for such
services (if any) shall be paid to the Company.


     (b)  Annual Cash Bonus. During each fiscal year of the Company that the
Employment Term is in effect, the Executive shall be eligible to earn a cash
bonus in the sole discretion of the Board of up to 200% of the Executive’s Base
Salary (prorated for any partial fiscal year) (the “Annual Cash Bonus”).


     4.     Equity-Based Compensation.


     (a)  Consummation Bonus. Not later than 10 days following the Effective
Date, the Company shall deposit into an escrow account for the benefit of the
Executive shares of common stock of the Company with a value equal to the Base
Salary, such value to be determined by reference to the volume-weighted average
price of the Company’s common stock on the first five trading days with respect
to the common stock on or following the Effective Date. Such shares of common
stock shall be (a) registered at the Company’s cost on a Form S-8 under the
Securities Act of 1933, as amended, as soon as practicable after the Effective
Date and (b) delivered to the Executive on the 9-month anniversary of the
Effective Date so long as (x) the Executive is an employee of the Company on
such date or (y) the Executive’s employment has been terminated on or after the
Effective Date but on or before such date and such termination is a Termination
Without Cause or a Constructive Termination Without Cause.


     (b)  Stock Options. During the Employment Term, the Executive shall be
eligible to receive options to purchase common stock of the Company at such
exercise prices, schedules as to exercisability and other terms and conditions
as determined in the sole discretion of the Board.


     5.     Benefits.


     (a)  During the Employment Term, the Executive shall be entitled to
participate in all of the employee benefit plans, programs, policies and
arrangements (including fringe benefit and executive perquisite programs and
policies) made available by the Company to, or for the benefit of, its senior
executive officers in accordance with


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 the terms thereof as they may be in effect from time to time.


     (b)  Reimbursement of Expenses. During the Employment Term, the Company
shall reimburse the Executive for all reasonable business expenses incurred by
the Executive in carrying out the Executive’s duties, services and
responsibilities under this Agreement, so long as the Executive complies with
the generally applicable policies, practices and procedures of the Company for
submission of expense reports, receipts or similar documentation of such
expenses. The Executive shall have the right to reimbursement, upon proper
accounting, of reasonable attorney’s fees not to exceed $5,000 in connection
with the negotiation and execution of this Employment Agreement.


     6.     Vacations. For each whole and partial calendar year during the
Employment Term, the Executive shall be entitled to 5 weeks of paid vacation
(prorated for any partial calendar year), to be credited and taken in
accordance with Company’s policy as in effect from time to time for its
similarly situated executives.


     7.     Termination; Severance.


     (a)  Termination of Employment. The Company may terminate the employment
of the Executive without Cause upon 30 days’ notice to the Executive. In
addition, the employment of the Executive shall automatically terminate as of
the date on which the Executive dies or is Disabled. For purposes of this
Agreement, the Executive shall be “Disabled” as of any date if, as of such
date, the Executive has been unable, due to physical or mental incapacity, to
substantially perform the Executive’s duties, services and responsibilities
hereunder either for a period of at least 180 consecutive days or for at least
270 days in any consecutive 365-day period, whichever may be applicable. Upon
termination of the Executive’s employment because the Executive dies or is
Disabled, the Company shall provide the Executive (or the Executive’s estate,
if applicable) with death or disability benefits (as applicable) pursuant to
the plans, programs, policies and arrangements of the Company as are then in
effect. In addition, upon any termination of the Executive’s employment during
the Employment Term, the Company shall pay the


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 Executive any earned but unpaid portion of the Base Salary and Annual Cash
Bonus. Immediately following termination of the Executive’s employment for any
reason, the Employment Term shall terminate.


     (b)  Termination Without Cause: Constructive Termination Without Cause.
Upon a Termination Without Cause or a Constructive Termination Without Cause,
the Company shall, as soon as practicable following the effectiveness of the
general release of claims set forth in Section 7(f), pay the Executive a
lump-sum severance payment of cash equal to the product of the Base Salary
times 3.


     (c)  Termination upon Non-Renewal of the Employment Term. If (i) the
Employment Term shall end on December 31, 2003, (ii) the Executive’s employment
shall terminate on or after January 1, 2004 and on or prior to January 15, 2004
and such termination is not a termination by the Company for Cause or by reason
of the Executive having died or become Disabled and (iii) the Executive is not,
on the date of termination, a party to an employment agreement with the Company
that the parties agree therein is a successor to this Agreement, then the
Company shall, as soon as practicable following the effectiveness of the
general release set forth in Section 7(f), pay the Executive a lump-sum
severance payment of cash equal to the product of the Base Salary times 2.


     (d)  Upon a termination of the Executive’s employment by the Company for
Cause, the Executive shall be entitled to earned but unpaid Base Salary and
benefits through the date of termination, and the Executive shall not be
entitled to any other payments or benefits.
(e) Upon any termination of the Executive’s employment other than by the
Company for Cause, the Executive and his family shall be entitled to continued
medical benefits under (and in accordance with the terms of) the Company’s
benefit plans for 1 year from the date of termination.


     For purposes of this Agreement:


     (i)  A “Constructive Termination Without Cause” means a termination of the
Executive’s employment during the Employment Term by the Executive


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 within 30 days following the occurrence of any of the following events
without the Executive’s prior consent: (A) failure to continue the Executive in
the position set forth in Section 2(b) (excluding a promotion); or (B) any
material diminution in the Executive’s working conditions, responsibilities or
authorities; (C) assignment to the Executive of duties that are inconsistent,
in a material respect, with the scope of duties and responsibilities associated
with the position set forth in Section 2(b); (D) any materially adverse change
in the reporting structure applicable to the Executive (but not including a
change in the person filling the position to which the Executive reports); (E)
relocation of the Executive’s principal office to a location more than 60 miles
from New York City; (F) failure to grant the Executive, during the six-month
period beginning on the Effective Date, a number of options to purchase common
stock of the Company as, in the Board’s discretion, is commensurate with option
grants made to similarly placed executives in comparable companies; or (G) the
failure of the Company to maintain commercially reasonably directors’ and
officers’ liability insurance. The Executive shall give the Company 10 days’
notice of the Executive’s intention to terminate the Executive’s employment and
claim that a Constructive Termination Without Cause has occurred, and such
notice shall describe the facts and circumstances in support of such claim. The
Company shall have 10 days thereafter to cure such facts and circumstances if
possible.
(ii) A “Termination Without Cause” means a termination of the Executive’s
employment during the Employment Term by the Company other than for Cause.


     (iii)  “Cause” means (x) the Executive is convicted of, or pleads guilty or
nolo contendere to, a felony or to any crime involving fraud, embezzlement or
breach of trust; (y) the willful and continued failure of the Executive to
perform the Executive’s duties hereunder (other than as a result of physical or
mental illness); or (z) in carrying out the Executive’s duties hereunder, the
Executive has engaged in conduct that constitutes gross neglect or willful
misconduct, unless the Executive believed in good faith that such conduct was
in, or not opposed to, the best interests of the Company and each


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 member of the Company Affiliated Group. The Company shall give the
Executive 10 days’ notice of the Company’s intention to terminate the
Executive’s employment and claim that facts and circumstances constituting
Cause exist, and such notice shall describe the facts and circumstances in
support of such claim. The Executive shall have 10 days thereafter to cure
such facts and circumstances if possible. If the Board reasonably concludes
that the Executive has not cured such facts or circumstances within such time,
Cause shall not be deemed to have been established unless and until the
Executive has received a hearing before the Board (if promptly requested by the
Executive) and a majority of the Board in attendance at a meeting of the Board
that occurs within 10 days of the date of such hearing (if so requested)
reasonably confmns the existence of Cause and the termination of the Executive
therefor. If the Executive is a member of the Board, the Executive hereby
recuses himself or herself from the deliberations and vote of the Board at such
subsequent meeting.


     (f)  Release; Full Satisfaction. Notwithstanding any other provision of
this Agreement, no severance pay shall become payable under this Agreement
unless and until the Executive executes a general release of claims in form and
manner satisfactory to the Company and such release has become irrevocable;
provided, that the Executive shall not be required to release any
indemnification rights. The payments to be provided to the Executive pursuant
to this Section 7 upon termination of the Executive’s employment shall
constitute the exclusive payments in the nature of severance or termination pay
or salary continuation which shall be due to the Executive upon a termination
of employment and shall be in lieu of any other such payments under any plan,
program, policy or other arrangement which has heretofore been or shall
hereafter be established by any member of the Company Affiliated Group.


     (g) Resignation as a Director. Upon termination of the Executive’s
employment for any reason, the Executive shall be deemed to have resigned from
the Board and from all other boards of, and other positions with, any member of
the Company Affiliated Group, as applicable.


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     (h)  Cooperation Following Termination. Following termination of the
Executive’s employment for any reason, the Executive agrees to reasonably
cooperate with the Company upon reasonable request of the Board and to be
reasonably available to the Company with respect to matters arising out of the
Executive’s services to any member of the Company Affiliated Group. The
Company shall reimburse the Executive for expenses reasonably incurred in
connection with such matters.


     8.     Executive’s Representation. The Executive represents to the Company
that the Executive’s execution and performance of this Agreement does not
violate any agreement or obligation (whether or not written) that the Executive
may have with or to any person or entity including, but not limited to, any
prior employer.


     9.     Executive’s Covenants.


     (a)  Confidentiality. The Executive agrees and understands that the
Executive has been, and in the Executive’s position with the Company the
Executive will be, exposed to and receive information relating to the
confidential affairs of the Company Affiliated Group, including, but not
limited to, 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. The Executive agrees that the Executive shall keep such
information confidential and will not disclose such information, either
directly or indirectly, to any third person or entity without the prior written
consent of the Company; provided, however, that (i) the Executive shall have no
obligation under this Section 9(a) with respect to any information that is or
becomes publicly known other than as a result of the Executive’s breach of the
Executive’s obligations hereunder and (ii) the Executive may (x) disclose such
information to the extent reasonable and necessary for the performance of the
Executive’s duties hereunder or, (y) after giving prior notice to the Company
to the extent practicable , under


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 the circumstances, disclose such information to the extent required by
applicable laws or governmental regulations or by judicial or regulatory
process. Upon termination of the Executive’s employment, the Executive 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 the
Executive in the course of or otherwise in connection with the Executive’s
services to the Company Affiliated Group during or prior to the Employment
Term.


     (b) Non-Competition and Non-Solicitation. During the period commencing
upon the Effective Date and ending on the 18-month anniversary of the
termination of the Executive’s employment with the Company, the Executive shall
not, as an employee, employer, stockholder, officer, director, partner,
associate, consultant or other independent contractor, advisor, proprietor,
lender, or in any other manner or capacity (other than with respect to the
Executive’s 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 owning or
operating (x) broadband communications networks for telephone, cable television
or internet services or (y) transmission networks for television and radio
broadcasting, in each case principally in the United Kingdom or Ireland (the
“Core Businesses”); provided, however, that this Agreement shall not prohibit
the Executive from owning up to 1 % of any class of equity securities of one or
more publicly traded companies;


     (ii)  solicit or hire any individual who is, or within the 12 months prior
to the Executive’s termination was, an employee of any member of the Company
Affiliated Group or otherwise interfere with or disrupt the employment
relationship between any member of the Company Affiliated Group and any such
individual; or


     (iii)  solicit, in competition with any member of the Company


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 Affiliated Group in the Core Businesses, any business, or order of
business, from any person that the Executive knows was a current or prospective
customer of any member of the Company Affiliated Group during the Executive’s
employment.


     (c)  Proprietary Rights. The Executive shall disclose promptly to the
Company any and all inventions, discoveries, improvements and patentable or
copyrightable works initiated, conceived or made by the Executive, either alone
or in conjunction with others, during or prior to the Employment Term and
related to the business or activities of any member of the Company Affiliated
Group, and the Executive assigns all of the Executive’s interest therein to the
Company or its nominee. Whenever requested to do so by the Company, the
Executive shall execute any and all applications, assignments or other
instruments which the Company shall deem necessary to apply for and obtain
trademarks, patents or copyrights of the United States or any foreign country
or otherwise protect the interest of any member of the Company
Affiliated Group therein. These obligations shall continue beyond the
conclusion of the Employment Term with respect to inventions, discoveries,
improvements or copyrightable works initiated, conceived or made by the
Executive during the Employment Term and shall be binding upon the Executive’s
subsequent employers, assigns, executors, administrators and other legal
representatives.


     (d)  Acknowledgment. The Executive expressly recognizes and agrees that
the restraints imposed by this Section 9 are reasonable as to time and
geographic scope and are not oppressive. The Executive further expressly
recognizes and agrees that the restraints imposed by this Section 9 represent a
reasonable and necessary resniction for the protection of the legitimate
interests of the Company Affiliated Group, that the failure by the Executive to
observe and comply with the covenants and agreements in this Section 9 will
cause irreparable harm to the Company Affiliated Group, that it is and will
continue to be difficult to ascertain the harm and damages to the Company
Affiliated Group that such a failure by the Executive would cause, that the
consideration received by the Executive for entering into these covenants and
agreements is fair, that the covenants and agreements and


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 their enforcement will not deprive the Executive of an ability to earn a
reasonable living, and that the Executive has acquired knowledge and skills in
this field that will allow the Executive to obtain employment without violating
these covenants and agreements. The Executive further expressly acknowledges
that the Executive has consulted independent counsel, and has reviewed and
considered this Agreement with that counsel, before executing this Agreement.


     (e)  Notice. The Executive shall give the Company 10 days’notice of any
claim that the Company has materially breached any material obligation under
this Agreement following the Executive’s termination of employment, and such
notice shall describe the facts and circumstances in support of such claim. The
Company shall have 10 days thereafter to cure such facts and circumstances if
possible. If the Executive reasonably concludes that the Company has not cured
such facts or circumstances within such time and such facts or circumstances
exist, then this Section 9 shall cease to be of force and effect from and after
the date of such material breach.


     10.     Indemnification.


     (a)  To the fullest extent permitted by Delaware law, the Company shall
indemnify the Executive against, and save and hold the Executive harmless from,
any damages, liabilities, losses, judgments, penalties, fines, amounts paid or
to be paid in settlement, costs and reasonable expenses (including, but not
limited to, attorneys’ fees ,. and expenses), resulting from, arising out of or
in connection with any threatened, pending or completed claim, action,
proceeding or investigation (whether civil or criminal) against or affecting
the Executive as a result of the Executive’s service from and after the
Effective Date as an officer, director or employee of, or consultant to, any
member of the Company Affiliated Group, or in any capacity at the request of
any member of the Company Affiliated Group, or an officer, director or employee
thereof, in or with regard to any other entity, employee benefit plan or
enterprise (other than arising out of the Executive’s acts of willful
misconduct, misappropriation of funds or fraud). In the event the Company does
not compromise or assume the defense of any indemnifiable claim or action
against the


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 Executive, the Company shall, to the extent permitted by applicable law,
promptly pay to the Executive all costs and expenses incurred or to be incurred
by the Executive in defending or responding to any claim or investigation in
advance of the final disposition thereof; provided, however, that if it is
ultimately determined by a final judgment of a court of competent jurisdiction
(from whose decision no appeals may be taken, or the time for appeal having
lapsed) that the Executive was not entitled to indemnity hereunder, then the
Executive shall repay forthwith all amounts so advanced. The Company may not
agree to any settlement or compromise of any claim against the Executive, other
than a settlement or compromise solely for monetary damages for which the
Company shall be solely responsible, without the prior written consent of the
Executive, which consent shall not be unreasonably withheld. This right to
indemnification shall be in addition to, and not in lieu of, any other right to
indemnification to which the Executive shall be entitled pursuant to the
Company’s Certificate of Incorporation or By-laws or otherwise.


     (b)  Directors’ and Officers’ Insurance. The Company shall use its
reasonable best efforts to maintain commercially reasonable directors’ and
officers’ liability insurance during the Employment Term.


     11.     Release of Claims. Effective as of the Effective Date, the Executive,
with the intent of binding the Executive and the Executive’s heirs, successors
and assigns, hereby releases, remises, acquits and forever discharges the
Company and each member of the Company Affiliated Group, the divisions,
successors, predecessors and assigns thereof, and the present and former
officers, directors, executives, agents, attorneys and employees thereof
(collectively, the “Released Parties”), of and from any and all claims,
actions, causes of action, demands, rights, damages, debts, sums of money,
accounts, financial obligations, suits, expenses, attorneys’ fees and
liabilities of whatever kind or nature in law, equity or otherwise, whether now
known or unknown, suspected or unsuspected, which the Executive individually or
as a member of a class now has, owns or holds, or has at any time heretofore
had, owned or held, against any Released Party, but excluding (a)


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 out-of-pocket expenses properly incurred by the Executive prior to the
Effective Date under Company policy in effect upon the incurrence thereof and
(b) any right to indemnification applicable to periods prior to the Effective
Date.
12. Miscellaneous.


     (a)  Non-Waiver of Rights. The failure to enforce at any time the
provisions of this Agreement or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part hereof, or the right of either party to enforce each and every
provision in accordance with its terms. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar conditions or provisions at
that time or at any prior or subsequent time.


     (b)  Notices. All notices required or permitted hereunder will be given in
writing, by personal delivery, by confirmed facsimile transmission (with a copy
sent by express delivery) or by registered or certified mail, or by express
delivery via express mail or any reputable courier service, in each case
addressed as follows (or to such other address as may be designated):



	 	 	 	 	 
	 	 	
If to the Company:
	 	110 East 59th Street

	 	 	 	 	New York, NY 10022

	 	 	 	 	Attention: Secretary

	 	 	 	 	Fax: (212) 906-8479

	 	 	 	 	 
	 	 	
If to the Executive:
	 	Barclay Knapp

	 	 	 	 	54 Hodge Road

	 	 	 	 	Princeton, NJ 08540



     Notices which are delivered personally, by confIrmed facsimile transmission, or
by courier as aforesaid, shall be effective on the date of delivery.


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     (c)  Binding Effect: Assignment. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
executors, personal representatives, estates, successors (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise) and
assigns. Notwithstanding the provisions of the immediately preceding sentence,
the Executive shall not assign all or any portion of this Agreement without the
prior written consent of the Company.


     (d)  Withholding. The Company shall withhold or cause to be withheld from
any payments made pursuant to this Agreement all federal, state, city or other
taxes as shall be required to be withheld pursuant to any law or governmental
regulation or ruling.


     (e)  Entire Agreement. This Agreement constitutes the complete
understanding between the parties with respect to the Executive’s employment
and supersedes any other prior oral or written agreements, arrangements or
understandings between the Executive and any member of the Company Affiliated
Group. Without limiting the generality of the Plan or Section 11 of this
Agreement or this Section 12(e), effective as of the Effective Date, this
Agreement supersedes any existing employment, retention, severance and
change-in-control agreements or similar arrangements or understandings
(collectively, the “Prior Agreements”) between the Executive and the Company
and any member of the Company Affiliated Group, and any and all claims under or
in respect of the Prior Agreements that the Executive may have or assert on or
following the Effective Date shall be governed by and completely satisfied and
discharged in accordance with the terms and conditions of this Agreement. No
agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.


     (f)  Severability. If any provision of this Agreement, or any application
thereof to any circumstances, is invalid, in whole or in part, such provision
or application shall to that extent be severable and shall not affect other
provisions or applications of this


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 Agreement.


     (g)  Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without reference
to the principles of conflict of laws.


     (h)  Modifications. Neither this Agreement nor any provision hereof may be
modified, altered, amended or waived except by an instrument in writing duly
signed by the party to be charged.


     (i)  Number and Headings. Whenever any words used herein are in the
singular form, they shall be construed as though they were also used in the
plural form in all cases where they would so apply. The headings contained
herein are solely for purposes of reference, are not part of this Agreement and
shall not in any way affect the meaning or interpretation of this Agreement.


     (j)  Counterparts. This Agreement may be executed in 2 or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


(signature page follows)


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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by authority of its Board of Directors, and the Executive has executed this
Agreement as of the day and year fIrst above written, in each case effective as
of the Effective Date.



	 	 	 
	 	 	
NTL COMMUNICATIONS CORP.
	 	 	 
	 	 	
/s/ Richard J. Lubasch
	 	 	


	 	 	
By Richard J. Lubasch
	 	 	


	 	 	
Its Executive Vice President, General
	 	 	


	 	 	
Counsel and Secretary
	 	 	


	 	 	 
	 	 	
EXECUTIVE
	 	 	 
	 	 	
/s/ J. Barclay Knapp
	 	 	






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