exv10w1




Exhibit 10.1


5 June 2008




Mr. W. Gene Musselman

Groot Haesebroekseweg 37

Wassenaar, 2243 ED

The Netherlands




Re: Section 409A Amendment




Dear Gene:



This letter sets forth our agreement to amend your Employment Letter effective April 19, 2000 (the
“Letter”), between Liberty Global, Inc. (“LGI”), as successor to and assignee of UnitedGlobalCom,
Inc., and yourself concerning your continued employment with LGI and your secondment to UPC
Broadband Holding Services BV, as assignee of Liberty Global Europe N.V., fka United Pan-Europe
Communications N.V. (the “Company”), an indirect subsidiary of LGI, as amended by that certain
addendum dated as of September 3, 2003, the contract extension dated November 2, 2005 and the
Assignment and Assumption Agreement dated as of January 1, 2008 (together with the Letter, the
“Agreement”).



The terms and conditions of this letter shall be the same as those in the Agreement, except as set
forth below:





	 	(i)	 	You hereby acknowledge and consent to the assignment and assumption by UPC
Broadband Holding Services BV as the “host company” under the Agreement.
	 
	 	(ii)	 	Paragraph 8 of the Agreement titled “Cost of Living Differential” is hereby
amended to revise the last sentence thereof to read as follows:
	 
	 	 	 	Such payment will be made on the normal payroll dates.
	 
	 	(iii)	 	Paragraph 11 of the Agreement titled “Tax Equalization” is hereby amended by
adding the following sentence thereto:
	 
	 	 	 	Any payment of taxes owed by United to you hereunder shall be paid no later
than the earlier of (i) the time prescribed under United’s Tax Equalization
Policy, or (ii) the last day of your second taxable year beginning after the
taxable year in which your U.S. Federal income tax return is required to be
filed (including any extensions) for the year to which the compensation
subject to the tax equalization payment relates, or, if later, your second
taxable year beginning after the latest such taxable year in which your
foreign tax return or payment is required to be filed or made for the year
to which the compensation subject to the tax equalization payment relates;
provided however, that where such payments arise due to an audit, litigation
or similar proceeding, the payments may be scheduled and made in accordance
with the provisions of the applicable authorities under Section 409A of the
Internal Revenue Code (“Section 409A”).
	 
	 	(iv)	 	Paragraph 14 of the Agreement titled “Relocation” is hereby deleted in its
entirety.
	 
	 	(v)	 	Paragraph 17 of the Agreement titled “Termination” is hereby amended by adding
the following thereto:




 









 











W. Gene Musselman

5 June 2008

Page 2 of 3





	 	 	 	The severance payment shall be paid in a lump sum on the date following the
six-month anniversary of your termination of employment; provided, however,
that you must have timely satisfied the condition of execution of a legal
release, without revocation, prior to that date and in the absence of such
timely execution no separation payment shall be payable. The Company shall
provide you with the form of legal release within twenty-one (21) days
following your termination of employment.
	 
	 	(vi)	 	The Agreement is hereby amended by adding the following Paragraph 25 thereto:






	 	25. 409A:	 	 This Agreement is intended to comply with
Section 409A, and any ambiguous provision will be construed in a
manner that is compliant with or exempt from the application of
Section 409A. Notwithstanding any provision to the contrary in this
Agreement, if you have a termination of employment (other than by
reason of death), and you are deemed on your termination date to be a
“specified employee” within the meaning of that term under Section
409A(a)(2)(B), then the payments and benefits under this Agreement
that are subject to Section 409A shall be made or provided as soon as
practicable but not prior to the later of (A) the payment date set
forth in this Agreement or (B) the date that is the earlier of (i) the
expiration of the six-month period measured from the date of your
termination or (ii) the date of your death, in either case without
interest for such delay. Any reimbursement of expenses due to you
under this Agreement including, without limitation, the reimbursement
rights set forth in Paragraphs 9, 13 and 15, are limited to actual
expenses incurred and shall be paid no later than the earlier of (i)
the time prescribed under the Company’s applicable policies and
procedures, or (ii) the last day of the calendar year following the
calendar year in which you incurred the reimbursable expense.




All other terms and conditions of the Agreement shall remain in full force and effect.




[Signature page follows]




 









 








W. Gene Musselman

5 June 2008

Page 3 of 3



If the foregoing amendment to the Agreement is satisfactory, please indicate your acceptance of the
same by signing and returning three executed originals of this letter.




	 	 	 	 	 	 	 	 	 	 	 
	UPC BROADBAND HOLDING SERVICES B.V.	 	 	 	LIBERTY GLOBAL, INC.	 	 
	(Host Company)	 	 	 	(Employer)	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Anton M. Tuijten
 

	 	 	 	By:
	 	/s/ Amy M. Blair
 

	 	 
	Name: Anton M. Tuijten	 	 	 	Name: Amy M. Blair	 	 
	Its: Attorney-in-Fact	 	 	 	Its: Senior Vice President, Global Human Resources	 	 






	 	 	 	 	 
	By: 

Name:

	 	/s/ Charles H.R. Bracken
 

 Charles H.R. Bracken
	 	 
	Its:

	 	Attorney-in-Fact	 	 
	 
	 	 	 	 
	ACCEPTED and AGREED:	 	 
	 
	 	 	 	 
	/s/ W. Gene Musselman	 	 
	 	 	 
	W. Gene Musselman	 	 
	(Employee)