Exhibit 10.1


 


VIRGIN MEDIA INC.


909 Third Avenue


New York, New York 10022


 


18 December 2007


 


Mr. Jacques Kerrest


c/o Virgin Media Inc.


909 Third Avenue


New York, New York 10022


 


Dear Jacques:


 


As we have discussed, we are pleased to extend the term of your
Employment Agreement as described below. 
The terms of your Employment Agreement will remain in effect in all
respects, except as follows:


 


1.                                                              Assignment to new Virgin Media Inc.


 


As a result of the merger with Telewest Global, Inc. being
structured as a reverse acquisition, the former NTL Incorporated changed its
name to NTL Holdings Inc. and subsequently changed its name to Virgin Media
Holdings Inc. (“Old NTL”) and the former Telewest changed its name to NTL
Incorporated and subsequently changed its name to Virgin Media Inc. (the “Company”).  We agree that your Employment Agreement with
Old NTL shall be assigned to and assumed by the Company and in this connection:


 


(i)                                   all
references to the “Company” in the Employment Agreement now refer to the
Company instead of Old NTL;


 


(ii)                                all
obligations of Old NTL under the Employment Agreement are assumed by the
Company, and all claims that you may have against Old NTL or the Company shall
be asserted solely against the Company; and


 


(iii)                             all
obligations of the Executive owed to Old NTL or the Company under the
Employment Agreement shall be enforceable against the Executive by the Company.


 


2.                                                              Extension


 


(a)                                                          Notwithstanding
anything to the contrary in Section 7 of the Employment Agreement, the
Executive’s Employment Term is extended to December 31, 2008; provided,
however, on or after March 31, 2008, upon a Termination Without Cause, a
Constructive Termination Without Cause or a Termination upon Non-Renewal, the
Company shall, within 90 days after the date of such Termination, provided
that the Executive executes and delivers to the Company the general release of
claims set forth in Section 7(e) of the Employment Agreement (the “Release”)
and, the Executive does not revoke the 


 

















 


Release prior to the expiration of any applicable
revocation period, cause the Executive to be paid a lump-sum severance payment
of cash (the “Severance Payment Amount”) equal to fifteen calendar months of
Base Salary.


 


(b)                                                         At
any time on or after March 1, 2008, the Executive may terminate his
employment on 30 days’ written notice to the Company and the Company shall,
within 90 days after the date of such termination, provided that the
Executive executes and delivers to the Company the Release and, the Executive
does not revoke the Release prior to the expiration of any applicable
revocation period, cause the Executive to be paid the Severance Payment Amount.


 


(c)                                                          The
Company shall, in its discretion, determine the exact date of payment of the
severance amounts described in (a) and (b) above.


 


3.                                                              Expatriate Package


 


The following
paragraph shall be added to the end of Section 3(c) of the Employment
Agreement:


 


Any such reimbursement shall be made in accordance with the Company’s
Tax Equalization Policy, but shall be made not later than the end of the second
taxable year of Executive beginning after the later of (i) the taxable
year of Executive in which Executive’s U.S. federal income tax return is
required to be filed (including any extensions), reflecting the compensation
for which the tax equalization payment is provided, or (ii) the taxable
year of Executive in which Executive’s foreign tax return or payment is
required to be filed or made, reflecting the compensation for which the tax
utilization payment is provided.


 


4.                                                              Section 409A and 280G


 


The following paragraphs shall be added as Sections 7(h) and (i) to
the Employment Agreement:


 


(h)                                                         Effect
of Section 409A of the Internal Revenue Code.  If the Executive is a “specified employee” on
the date of termination of the Executive’s employment for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder (the “Code”), notwithstanding
any provision of the Agreement relating to the timing of payments to the
Executive hereunder, if Section 409A would cause the imposition of the
additional tax under Section 409A if paid as provided in Section 7 of
the Agreement, then as much of the severance payment as may be paid without the
imposition of the additional tax shall be paid in a lump sum as aforesaid, and
any remaining portion of the severance payment shall be paid upon the day
following the six-month anniversary of the date of termination.   For purposes of this Agreement, “Specified
Employee” shall mean a “specified employee” within the meaning of Code
section 409A(a)(2)(B)(i), as determined by the Company’s Compensation
Committee.


 

















 


(i)                                                           Effect
of Section 280G of the Internal Revenue Code.  (i) Anything in this Agreement to the
contrary notwithstanding, in the event that it is determined by the Company and its US tax advisors that any payment (other than
the Gross-Up Payments (as defined below) provided for in this Section 7)
or distribution by the Company or any of its affiliates to or for the benefit
of the Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise pursuant to or by reason
of any other agreement, policy, plan, program or arrangement, including,
without limitation, any stock option, performance share, performance unit, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a “Payment”),
would be subject to the excise tax imposed by Section 4999 of the Code (or
any successor provision thereto), by reason of being considered “contingent on
a change in ownership or control” of the Company, within the meaning of Section 280G
of the Code (or any successor provision thereto) or to any similar tax imposed
by state or local law, or any interest or penalties with respect to such tax
(such tax or taxes, together with any such interest and penalties, being
hereinafter collectively referred to as the “Excise Tax”), then the
Executive will be entitled to receive an additional payment or payments (collectively,
a “Gross-Up Payment”).  The
Gross-Up Payment will be in an amount such that, after payment by the Executive
of all taxes (including any interest or penalties imposed with respect to such
taxes), including any Excise Tax imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.  For purposes
of determining the amount of the Gross-Up Payment, the Executive will be
considered to pay (x) federal income taxes at the highest rate in effect
in the year in which the Gross-Up Payment will be made and (y) state and
local income taxes at the highest rate in effect in the state or locality in
which the Gross-Up Payment would be subject to state or local tax, net of the
maximum reduction in federal income tax that could be obtained from deduction
of such state and local taxes.  Any Gross-Up Payment shall be paid by the Company to the Executive at
the same time as the associated Payment, or as soon thereafter as is practical,
but in all cases, within 25 days of the receipt of notice from the Executive
that there has been a Payment.  As a
result of the uncertainty in the application of Section 4999 of the Code
at the time of the initial determination of the Company, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made (“Underpayment”).  In the
event the Company exhausts or does not seek to pursue its remedies pursuant to Section 7(i)(ii) and
the Executive thereafter is required to make a payment of any Excise Tax, the
Company and its US tax advisors, or at the Executive’s election and expense, a
nationally recognized accounting firm to be appointed by the Executive, shall
determine the amount of Underpayment that has occurred.  If the Executive elects to have a nationally
recognized accounting firm determine the amount of any Underpayment, detailed
supporting calculations of such determination shall be provided to the
Company.  Any such Underpayment shall be
paid by the Company to or for the benefit of the Executive as promptly as
practicable.


 

















 


(ii)                                                        Executive
shall notify the Company in writing of any claim by the Internal Revenue
Service that, if successful, would require the payment by the Company of the
Gross-Up Payment.  Such notification
shall be given as soon as practicable but no later than ten (10) business
days after Executive is informed in writing of such claim and shall apprise the
Company of the nature of the claim and the date on which such claim is
requested to be paid.  Executive shall
not pay such claim prior to the expiration of the 30-day period following the
date on which he gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is
due).  If the Company notifies Executive
in writing prior to the expiration of such period that it desires to contest
such claim, Executive shall:


 


(a)                                                        give
the Company any information reasonably requested by the Company relating to
such claim,


 


(b)                                                       take
such action in connection with contesting such claim as the Company shall
reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney
reasonably selected by the Company,


 


(c)                                                        cooperate
with the Company in good faith in order effectively to contest such claim, and


 


(d)                                                       permit
the Company to participate in any proceedings relating to such claim; provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Executive harmless, on an after-tax basis,
for any Excise Tax or income tax (including interest and penalties with respect
thereto) imposed as a result of such representation and payment of costs and
expenses. Without limitation on the foregoing provisions of this Section 7(i)(ii),
the Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct Executive to
pay the tax claimed and sue for a refund or to contest the claim in any
permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such
payment to Executive, on an interest-free basis, and shall indemnify and hold
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations 


 

















 


relating to payment of taxes for the taxable year of
Executive with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. Furthermore, the Company’s control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and Executive shall be entitled to settle or
contest, as the case may be, any other issue raised by the Internal Revenue
Service or any other taxing authority.


 


(iii)                                                     Notwithstanding
any other provision of this Agreement, the Company may, in its sole discretion,
withhold and pay over to the Internal Revenue Service or any other applicable
taxing authority, for the benefit of the Executive, all or any portion of any
Gross-Up Payment, and the Executive hereby consents to such withholding.


 


(iv)                                                    If
Executive becomes entitled to receive any refund with respect to any Gross-Up
Payment or with respect to an amount advanced by the Company pursuant to Section 7(i)(ii),
Executive shall promptly pay to the Company the amount of such refund (together
with any interest paid or credited thereon after taxes applicable
thereto).  If, after the receipt by
Executive of an amount advanced by the Company pursuant to Section 7(i)(ii),
a determination is made that Executive shall not be entitled to any refund with
respect to such claim and, if Executive has provided prompt written notice of
such denial to the Company and the Company does not thereafter notify Executive
in writing of its intent to contest such denial of refund prior to the
expiration of the time period under applicable law in which such contest may be
made by or on behalf of Executive, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of the Gross-Up Payment required to be paid.


 


(v)                                                       Subject
to the earlier time limits set forth above, all payments and reimbursements to
which the Executive is entitled under this Section 7(i) shall
be made not later than the end of the taxable year of the Executive next
following the taxable year of the Executive in which the Executive (or the
Company, on the Executive’s behalf) remits the related taxes (or, in the event
of reimbursement with respect to an audit or litigation that does not result in
the payment of taxes, not later than the end of the taxable year of the
Executive next following the taxable year of the Executive in which there is a
final resolution of such audit or litigation (whether by reason of completion
of the audit, entry of a final and non-appealable judgment, final settlement,
or otherwise)).


 


5.                                                              Medical Benefits


 


The following paragraph shall be added as Section 7(j) to the
Employment Agreement:


 


(j)                                                           Upon
any termination of the Executive’s employment during the Employment Term other
than by the Company for Cause, the Company shall pay for the continued medical
benefits for the 


 

















 


Executive and his family and any associated costs
under (and in accordance with the terms of) COBRA for fifteen calendar months
after the termination date.  The
Executive shall pay for the remaining COBRA entitlement period.


 


6.                                                              Non-compete


 


As a result of
the NTL-Telewest merger and the acquisition of Virgin Mobile, we have agreed to
expand the non-compete provisions to cover mobile telephone and content, and
accordingly, Section 9(b) of the Employment Agreement is amended in
its entirety to read as set forth on Exhibit A.


 


7.                                                              Address for Notices


 


Section 11(b) of the Employment Agreement is amended so that
your address for notices is:


 


Jacques Kerrest


7 Sheridan Grange


Sunningdale, Berkshire


SL5 0BX


United Kingdom


 


Fax:  none


 


with a copy to Mr. Kerrest’s address on file with the Company’s
payroll department (if different from above); and


 


with a further copy to:


 


Susan P. Serota


Pillsbury Winthrop Shaw Pittman LLP


1540 Broadway


New York, NY  10036


United States


 


8.                                                              Governing Law


 


Section 11(f) of the Employment Agreement is amended so that
New York is the governing law of the Employment Agreement and the courts of New
York shall have exclusive jurisdiction.


 


9.                                                              Release Agreement


 


Appendix E of the Employment Agreement is amended in its entirety to
read as set forth on Exhibit B.


 


The Company also agrees to (A) subject to the Executive’s execution and
delivery to the Company of the general release of claims set forth in Section 7(e) of
the Employment Agreement, (i) make, on a pro rata basis, any applicable
Annual Bonus payment (including any Annual Bonus for the 2008 fiscal year), if
any, and any 2006/2008 Long Term Incentive Plan (“2006 LTIP”) payment, if any,
to you at the 


 

















 


same time such payments are made to the Company’s employees and, in any
event, no later than the end of the following year in which such payment was
earned; and (ii) in accordance with the provisions of a Non Qualified
Stock Option Notice dated 20  September 2004
(the “Stock Option Notice”) and the Virgin Media Inc. 2006 Stock Incentive Plan
(the “2006 Plan”) that 100,000 of your grant pursuant to the terms of the Stock
Option Notice and the 2006 Plan and which are subject to vesting on 20 September 2008
will vest on the termination date of your employment; (B) pay your
reasonable legal costs for legal advice as to the terms and effect of this
letter up to a maximum of $12,000; and (C) pay all expense reimbursements
to you in accordance with the Company’s policy on reimbursement of expenses
and, in any event, no later than the end of the taxable year following the year
in which such expense was incurred provided such expenses are payable in
accordance with Section 5(b) of the Employment Agreement.


 


This amendment is effective as of January 1, 2007.  This letter also acknowledges the increase in
your Base Salary to £330,000 per annum made in 2006, and the further increase
in your Base Salary to £339,900 effective September 1, 2007.


 


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


 


This letter is governed by and construed in accordance with the laws of
the State of New York.


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Bryan H Hall

  	
   

  
	
   

  	
  Name:

  	
  Bryan H Hall

  	
   

  
	
   

  	
  Title:

  	
  Secretary and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AGREED & ACCEPTED:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Jacques Kerrest

  	
   

  
	
   

  	
  Jacques Kerrest

  	
   

  
						



 

















 


Exhibit A


 


(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, any 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) communications
networks for telephone, mobile telephone, cable television or internet services
or (y) content generation services or television channels, in each case
principally in the United Kingdom (the “Core Business”); 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
(for greater certainty, the Executive shall be permitted to work outside the
United Kingdom provided the company or business unit for which he is performing
services for or is involved with is not doing business in the United Kingdom);


 


(ii)                                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
whose base salary at the time of hire exceeded £100,000 per year and with whom
the Executive had direct contact (other than on a de minimis basis); or


 


(iii)                             solicit,
in competition with any member of the Company 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 and with whom the
Executive had contact.


 

















 


Exhibit B


 


Release Agreement


 


WHEREAS, Jacques Kerrest
(the “Executive”) was employed by Virgin Media Inc. (the “Company”)
as its Chief Financial Officer pursuant to an Employment Agreement, dated as of
August 14, 2004 as amended (the “Employment Agreement”);


 


NOW, THEREFORE, in
consideration of the following payments and benefits:


 


·                  [list benefits]
(collectively the “Payments and Benefits”),


 


and the mutual
release set forth herein, the Executive voluntarily, knowingly and willingly
accepts the Payments and Benefits under this Release Agreement in full and
final settlement of any claims which the Executive has brought or could bring
against the Company in relation to the Executive’s employment or the
termination of that employment and agrees to the terms of this Release
Agreement.


 


1.                                                      The Executive
acknowledges and agrees that the Company is under no obligation to offer the
Executive all of the Payments and Benefits, unless the Executive consents to
the terms of this Release Agreement. The Executive further acknowledges that he
is under no obligation to consent to the terms of this Release Agreement and
that the Executive has entered into this Release Agreement freely and
voluntarily after having the opportunity to obtain legal advice in the United
States and the United Kingdom.


 


2.                                                      The
Executive voluntarily, knowingly and willingly releases and forever discharges
the Company and its Affiliates, together with their respective officers,
directors, partners, shareholders, employees, agents, and the officers,
directors, partners, shareholders, employees, agents of the foregoing, as well
as each of their predecessors, successors and assigns (collectively, “Releasees”),
from any and all charges, complaints, claims, promises, agreements,
controversies, causes of action and demands of any nature whatsoever that the
Executive or his executors, administrators, successors or assigns ever had, now
have or hereafter can, shall or may have against Releasees by reason of any
matter, cause or thing whatsoever arising prior to the time of signing of this
Release Agreement by the Executive. The release being provided by the Executive
in this Release Agreement includes, but is not limited to, any rights or claims relating in any way to the Executive’s
employment relationship with the Company, or the termination thereof, or under any statute, including the United States
federal Age Discrimination in Employment Act of 1967, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1990, the Americans with
Disabilities Act of 1990, the Executive Retirement Income Security Act of 1974,
the Family and Medical Leave Act of 1993, UK and European Union law for a
redundancy payment or for remedies for alleged unfair dismissal, wrongful
dismissal, breach of contract, unlawful discrimination on grounds of sex, race,
age, disability, sexual orientation, religion or belief, unauthorized deduction
from pay, non-payment of holiday pay and breach of the United Kingdom Working
Time Regulations 1998, detriment suffered on a ground set out in section 47B of
the Employment Rights Act 1996 (protected disclosures), breach of the National
Minimum Wage Act 1998 and compensation under the Data Protection Act 1998, each
as amended, and any other U.S. or foreign federal, state or local law or
judicial decision.


 

















 


3.                                                      The
Executive acknowledges and agrees that he shall not, directly or indirectly,
seek or further be entitled to any personal recovery in any lawsuit or other
claim against the Company or any other Releasee based on any event arising out
of the matters released in paragraph 2. The Executive and the Company
acknowledge that the conditions regulating compromise agreements in England and
Wales including the Employment Rights Act 1996, the Sex Discrimination Act
1975, the Race Relations Act 1976, the Disability Discrimination Act 1995, the
Working Time Regulations 1998, the Employment Equality (Age) Regulations 2006
and the National Minimum Wage Act 1998 have been satisfied in respect of this
Release Agreement.


 


4.                                                      Nothing
herein shall be deemed to release (i) any of the Executive’s rights to the
Payments and Benefits or (ii) any of the benefits that the Executive has
accrued prior to the date this Release Agreement is executed by the Executive
under the Company’s employee benefit plans and arrangements, or any agreement
in effect with respect to the employment of the Executive of (iii) any
claim for contribution or for indemnification, as provided under Section 9
of the Employment Agreement.


 


5.                                                      In
consideration of the Executive’s release set forth in paragraph 2, the Company
knowingly and willingly releases and forever discharges the Executive from any
and all charges, complaints, claims, promises, agreements, controversies,
causes of action and demands of any nature whatsoever that the Company now has
or hereafter can, shall or may have against him by reason of any matter, cause
or thing whatsoever arising prior to the time of signing of this Release
Agreement by the Company, provided, however, that nothing herein is
intended to release any claim the Company may have against the Executive for
any criminal conduct.


 


6.                                                      The
Executive represents and warrants to the Company that:


 


(i)                                                    Prior
to entering into this Release Agreement, the Executive received independent
legal advice from [   ] (the “UK
Independent Adviser”), who has signed the certificate at Appendix 1;


 


(ii)                                                 Such
independent legal advice related to the terms and effect of this Release
Agreement in accordance with the laws of England and Wales and, in particular,
its effect upon the Executive’s ability to make any further claims under the
laws of the United Kingdom in connection with the Executive’s employment or its
termination;


 


(iii)                                              The
Executive has provided the UK Independent Adviser with all available
information which the UK Independent Adviser requires or may require in order
to advise whether the Executive has any such claims; and


 


(iv)                                             The
Executive was advised by the UK Independent Adviser that there was in force, at
the time when the Executive received the independent legal advice, a policy of
insurance covering the risk of a claim by the Executive in respect of losses
arising in consequence of that advice.


 


7.                                                      The
Company will contribute up to a maximum of £500 plus value added tax towards
any legal fees reasonably incurred by the Executive in obtaining independent
legal advice regarding the terms and effect of this Release Agreement under the
laws of the United Kingdom.  The
contribution will be paid following the Company receiving from the UK
Independent Adviser’s firm an 


 

















 


appropriate invoice
addressed to the Executive and expressed to be payable by the Company.


 


8.                                                      The
Executive acknowledges that he has been offered the opportunity to consider the
terms of this Release Agreement for a period of at least forty five (45) days,
although he may sign it sooner should he desire. This release of claims given
by the Executive herein will not become effective until seven days after the
date on which the Executive has signed it without revocation.  Subject to no revocation taking place, the
Release Agreement will, upon signature by both parties and the following the
expiry of the revocation period, be treated as an open document evidencing a
binding agreement.


 


9.                                                      This
Release Agreement together with the attached letter dated [insert date] and the
Employment Agreement (as amended hereby) constitute the entire agreement
between the parties hereto, and supersede all prior agreements, understandings
and arrangements, oral or written, between the parties hereto with respect to
the subject matter hereof.


 


10.                                                Except
as provided in the next following sentence, all provisions and portions of this
Release Agreement are severable.  If any
provision or portion of this Release Agreement or the application of any
provision or portion of this Release Agreement shall be determined to be
invalid or unenforceable to any extent or for any reason, all other provisions
and portions of this Release Agreement shall remain in full force and shall
continue to be enforceable to the fullest and greatest extent permitted by law;
provided, however, that, to the maximum extent permitted by applicable law, (i) if
the validity or enforceability of the release or claims given by the Executive
herein is challenged by the Executive or his estate or legal representative,
the Company shall have the right, in its discretion, to suspend any or all of
its obligations hereunder during the pendency of such challenge, and (ii) if,
by reason of such challenge, such release is held to be invalid or
unenforceable, the Company shall have no obligation to provide the Payments and
Benefits.


 


11.                                                This
Release Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York.


 


IN WITNESS WHEREOF, the
parties have executed this Release Agreement as of [insert date].


 


	
   

  	
   

  	
  VIRGIN MEDIA INC.

  
	
  /s/

  	
   

  	
  /s/

  	
   

  
	
  Jacques Kerrest

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 

















 


APPENDIX
1


 


INDEPENDENT
ADVISER’S CERTIFICATE


 


I, [                           ],
certify that Jacques Kerrest (“the Executive”) has received independent
legal advice from me as to the terms and effect of this Release Agreement under
the laws of the United Kingdom in accordance with the provisions of the
Employments Rights Act 1996, the Sex Discrimination Act 1975, the Race
Relations Act 1976, the Disability Discrimination Act 1995, the Working Time
Regulations 1998, the Employment Equality (Age) Regulations 2006 and the
National Minimum Wage Act 1998.


 


I also warrant and confirm that I am a solicitor of the Supreme Court
of England and Wales, and hold a current practicing certificate.  My firm, [         ],
is covered by a policy of insurance, or an indemnity provided for members of a
profession or professional body, which covers the risk of any claim by the
Executive in respect of any loss arising in consequence of such advice that I
have given to him in connection with the terms of this agreement.


 


 


Signed:


 


Date: