Exhibit 10.54


 


VIRGIN MEDIA INC.


909 Third Avenue


New York, New York 10022


 


Mr. Mark Schweitzer


[Address Intentionally Omitted]


 


February 4, 2010


 


Dear Mark,


 


Amendment
Letter to your Employment Agreement


 


Reference is made to the employment agreement, dated as of September 18,
2007, between you and Virgin Media Inc., and as amended by letter agreement,
dated as of November 28, 2008, July 31, 2009 and December 10,
2009 between you and Virgin Media Inc. (the “Employment Agreement”).


 


In consideration of the mutual covenants contained herein, and other
good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree that the terms of the Employment
Agreement will remain in effect in all respects, except as follows:


 


	
  Additional Cash Bonus:

  	
   

  	
  In addition to any amount payable pursuant to Section 6(c) of
  the Employment Agreement, the Executive shall be eligible to receive a cash
  bonus of up to £165,000, subject to the achievement of performance conditions
  established by the Chief Executive Officer and the Compensation Committee and
  such payment, if any, shall be made as soon as practicable following the
  execution and delivery to the Company of the general release of claims set
  forth in Section 6(f) of the Employment Agreement and the
  expiration of any applicable revocation period and, in any event, no later
  than March 15, 2011.

  
	
   

  	
   

  	
   

  
	
  Long Term Incentive Plan:

  	
   

  	
  The Company shall, subject to your execution and delivery to the
  Company of the general release of claims set forth in
  Section 6(f) of the Employment Agreement, make, on a basis pro rata
  to your service in 2008 through 2010 as a percentage of the total period, any
  2008/2010 Long Term Incentive Plan vesting or payment of the restricted stock
  unit element of such plan, if any, to you at the same time such payments are
  made to the Company’s employees and, in any event, no later than
  March 15, 2011.

  
	
   

  	
   

  	
   

  
	
  Exercise period for vested stock options:

  	
   

  	
  The exercise period for any stock options issued under the Virgin
  Media Inc. 2006 Stock Incentive Plan which have vested as at June 30,
  2010 shall be extended from three months to twelve months.

  



 


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This letter confirms our understanding on these matters and your
Employment Agreement with the Company is amended in accordance with the
foregoing.  Terms used but not defined in
this letter shall have the meaning of such terms as defined in your Employment
Agreement.


 


This letter shall be governed by and construed in accordance with the
internal laws of the State of New York (without regard, to the extent permitted
by law, to any conflict of law rules which might result in the application
of laws of any other jurisdiction).


 


	
   

  	
  Yours sincerely,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bryan H Hall

  
	
   

  	
  Name:

  	
  Bryan H Hall

  
	
   

  	
  Title:

  	
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AGREED & ACCEPTED:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Mark Schweitzer

  
	
   

  	
  Mark Schweitzer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
						



 


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