Exhibit 10.1


 


SECOND
AMENDED & RESTATED 

EMPLOYMENT AGREEMENT


 


THIS SECOND AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 4,
2008 (the “Effective Date”), by and between Virgin Media Inc., a
Delaware corporation (the “Company”), and Bryan H. Hall (the “Executive”).


 


WHEREAS, on 3 March 2006,
NTL Incorporated and Telewest Global, Inc. effected a merger transaction
(the “Merger”), structured as a reverse acquisition, whereby Telewest
Global, Inc. acquired NTL Incorporated and both companies changed their
names so that Telewest Global, Inc. became “NTL Incorporated” and former
NTL Incorporated became “NTL Holdings Inc.” (“Old NTL”) and thereafter
the Company was renamed “Virgin Media Inc.”;


 


WHEREAS, as a result of the
Merger, Old NTL became a wholly owned subsidiary of the Company and shares of
Old NTL were converted into shares of the Company, so that one share of common
stock of Old NTL became two and a half shares of the common stock of the
Company after giving effect to the Merger;


 


WHEREAS, the Executive has been
employed as the Secretary and General Counsel of Old NTL since June 15,
2004 and as Secretary and General Counsel of the Company since the closing of
the Merger on 3 March 2006, pursuant to the terms of an Employment
Agreement dated as of 28 May 2004, as extended by the Amended &
Restated Employment Agreement dated as of December 8, 2006 (such
extension, the “Extension” and the Employment Agreement as so extended,
the “Original Agreement”);


 


WHEREAS, the Company and the
Executive each desire to amend and restate the Original Agreement in its
entirety to extend the Employment Term, to provide for certain stock option
grants to the Executive and to provide for his continued employment with the
Company;


 

















 


WHEREAS the parties intend that
(i) the Executive will reside in the United Kingdom and perform duties on
behalf of the consolidated enterprise as its General Counsel while present in
the United Kingdom, particularly with regard to the U.K. business, and (ii) he
will travel to the United States where he will perform duties on behalf of the
Company as its General Counsel, in each case upon the terms and conditions of
this Agreement; 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 and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged,
the parties agree as follows:


 


1.             Amendment. 
The Original Agreement is hereby amended and restated in its entirety by
this Agreement. The parties previously agreed to assign the terms of the
Original Agreement, as amended and restated in the Extension, to the Company
from Old NTL and accordingly the term “Company” refers to Virgin Media Inc.
(f/k/a NTL Incorporated), the ultimate parent entity.  In connection with such assignment, the
parties previously agreed that (i) all rights of Old NTL under the
Original Agreement are now rights of the Company under this Agreement and shall
be enforceable against the Executive solely by the Company, (ii) all
rights of the Executive under the Original Agreement shall be enforceable by
the Executive solely against the Company, (iii) all obligations of Old NTL
under the Original Agreement are now obligations of the Company under this
Agreement and shall be enforceable by the Executive solely against the Company
and (iv) all obligations of the Executive under the Original Agreement
shall be enforceable against the Executive solely by the Company.  The Executive previously released and waived
Old NTL from any and all claims he may have had against it as 


 


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of the date of the Extension and acknowledged
that, from and after the date thereof, such claims shall be asserted solely
against the Company. This Agreement shall be effective as of the Effective
Date.


 


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,
2009, 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.


 


(b)           Title;
Duties.  During the Employment Term,
the Executive shall serve the Company as its General Counsel and, in such
capacity, shall perform such duties, services and responsibilities as are
commensurate with such position.  In his
capacity as General Counsel, the Executive shall report to the Chief Executive
Officer of the Company and shall perform such duties, services and
responsibilities as are reasonably requested from time to time by the Chief
Executive Officer and the Board of Directors of the Company (the “Board”)
and normal and customary for this position. During the Employment Term, the
Executive shall be based in the United Kingdom but shall undertake such
overseas travel as is necessary for the proper performance of his duties
hereunder.


 


During the Employment Term, the
Executive shall devote substantially all of his time to the performance of the
Executive’s duties hereunder and will not, without the prior written approval
of the Chief Executive Officer of the Company, engage in any other business
activity which interferes in any material respect with the performance of the
Executive’s duties hereunder or which is in violation of written policies
established from time to time by 


 


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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 (A) continuing legal
education, including, without limitation, any and all continuing legal
education efforts as may be required to remain in good standing with the bar of
the State of New York (which may include attendance at seminars and other
similar events) and (B) (i) serving, with the prior approval of the
Board, as a non-executive director, trustee or member of a committee of any
for-profit organizations; (ii) engaging in charitable and community
activities (including pro bono legal services); and (iii) managing
personal and family investments and affairs, so long as any activities of the
Executive which are within the scope of clauses (A) and (B) (i), (ii) and
(iii) of this Section 2(b) do not interfere in any
material respect with the performance of the Executive’s duties 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, associated
and affiliated companies 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 cause to be paid to the Executive an annual salary of (x) £300,000
in respect of the period prior to September 12, 2006; (y) £320,000 in
respect of the period on and following September 12, 2006; and (z) £375,000
in respect of the period on and following July 1, 2008, subject to any
increase through “pay review” or otherwise for calendar year 2009 as may be
offered by the Company in its sole discretion (the “Base Salary”).  The Base Salary shall be payable in
accordance with normal payroll practices in effect from time to time for senior



 


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management generally; provided, that
the Executive may elect to receive all or any portion of the Base Salary or
other cash payments in U.S. dollars, subject to the Company’s Exchange Rate
Policy in effect from time to time. The Executive shall receive no additional
compensation for services that he provides to the Company Affiliated Group
other than as set forth in this Agreement or as may otherwise be agreed in
writing.


 


(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, paid in U.S. dollars, in the sole discretion of
the Board of (at target) 75%, but subject to a maximum of 150%, of Base Salary
(prorated for any partial fiscal year) (the “Annual Cash Bonus”); provided,
that, for purposes of determining the percentage of Base Salary as to which the
Annual Cash Bonus is measured, the Base Salary shall be determined as if the
Executive had elected to be paid entirely in U.S. dollars; and provided,
further, that the Executive may elect prior to the payment of the Annual
Cash Bonus to convert all or any portion of the Annual Cash Bonus into U.K.
pounds sterling at the exchange rate offered under the Company’s Exchange Rate
Policy as in effect from time to time. 
In addition, the Company shall cause the Executive to participate in the
Virgin Media Long Term Incentive Plan (“LTIP”). The Executive shall be
entitled to a Bonus for the calendar year of 2009 if any Bonus would otherwise
have been paid to him had he been employed in the 2010 calendar year, subject
to prorating and to being paid at the same time that the Annual Cash Bonus is
made to participants generally.  In
addition, if the Executive remains employed through December 31, 2009, he
shall be entitled to any LTIP payment with respect to the 2007-2009 LTIP and
2008-2010 LTIP but not the 2009-2011 LTIP in the case of the 2008-2010 LTIP,
subject to prorating and to being paid at the same time that the LTIP payment
is made to participants generally.


 


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(c)           Expatriate Package.  During
the Employment Term and for any period during which the Executive is required
by the Company to live in the United Kingdom, the Executive and his family
shall have the right to receive the benefits of the Company’s standard
expatriate benefits package (as applied to comparable United States expatriate
employees of the Company), but in any event such benefits will be consistent
with the terms set forth in Appendix A. 
Tax equalization shall be consistent with existing Company Tax
Equalization Policy, attached as Appendix B and incorporated herein by
reference.


 


4.             Equity-Based
Compensation.


 


During the Employment Term, the
Executive shall be eligible to receive options to purchase common stock of the
Company in addition to being entitled to the options described in Appendix C
at such exercise prices, schedules as to exercisability and other terms and
conditions as determined in the sole discretion of the Board or its
Compensation Committee under the Virgin Media Inc. 2006 Stock Incentive Plan or
any successor plan.


 


5.             Benefits.


 


(a)           General.    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 Affiliate Group
to, or for the benefit of, its executive officers in accordance with the terms
thereof as they may be in effect from time to time, in so far as such benefits
are capable of being provided in the United Kingdom.


 


(b)           Reimbursement
of Expenses.  During the Employment
Term, the Company shall cause the Executive to be reimbursed for all reasonable
business expenses incurred by the Executive in carrying out the Executive’s
duties, services and responsibilities 


 


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under this Agreement, and reasonable expenses
incurred in connection with maintaining admission to practice in the State of
New York, so long as the Executive complies with the general procedures of the
Company Affiliated Group for submission of expense reports, receipts or similar
documentation of such expenses applicable to senior management generally.


 


6.             Vacations.  For each whole and partial calendar year
during the Employment Term, the Executive shall be entitled in addition to
public and statutory holidays to 28 days of paid vacation (prorated for any
partial calendar year), to be credited and taken in accordance with the Company’s
policy as in effect from time to time for its similarly situated executives. In
the calendar year 2009, the Executive shall also be entitled to a vacation for
the month of February.


 


7.             Termination;
Severance.


 


(a)           Termination
of Employment.  The Company may
terminate the employment of the Executive in a Termination Without Cause upon
30 days’ written notice to the Executive. 
The Company may (at its discretion) at any time following the giving of
such notice (but not exceeding the length of the notice given) cease to provide
work for the Executive in which event during such notice period the other
provisions of this Agreement shall continue to have full force and effect but
the Executive shall not be entitled to access to any premises of the Company or
any member of the Company Affiliated Group. 
In addition, the employment of the Executive shall automatically
terminate as of the date on which the Executive dies or is Disabled.  For the 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 


 


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may be applicable.  Upon termination of the Executive’s
employment during the Employment Term because the Executive dies or is
Disabled, the Company shall cause the Executive (or the Executive’s estate, if
applicable) to be provided with death or disability benefits (as applicable)
pursuant to the plans, programs, policies and arrangements of the Company
Affiliated Group as are then in effect with respect to executive officers.  In addition, upon any termination of the
Executive’s employment during the Employment Term, the Company shall cause the
Executive to be paid any earned but unpaid portion of the Base Salary and other
than in connection with a termination pursuant to Section 7(d), to
be paid, in accordance with the Company’s bonus policy then in effect, the
Annual Cash Bonus (if any) on or about March 2009 with respect to the 2008
fiscal year or on or about March 2010 with respect to the 2009 fiscal
year, as applicable. The Company’s bonus policy may affect the timing of any
payment, the proration factor and may provide for non payment of the 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 (x) a Termination Without Cause or (y) a
Constructive Termination Without Cause, the Company shall, as soon as
practicable following the Executive’s execution and delivery to the Company of
the general release of claims set forth in Section 7(g) and,
following the expiration of any applicable revocation period, cause the
Executive to be paid a lump-sum severance payment of cash equal to the product
of the Base Salary times 2, except that (I) prior to January 1,
2009, for any termination under clause (x) or (y) or (II) in
connection with a Constructive Termination Without Cause occurring in
connection with a Change in Control (as defined under clause (F) of the
definition of Constructive Termination Without Cause) after January 1,
2009, it shall be Base Salary times 3.


 


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(c)           Termination upon Non-Renewal of
the Employment Term.  Unless the
parties hereto agree otherwise, the Employment Term and the Executive’s
employment with the Company shall end on December 31, 2009.  In connection with such termination of
employment, the Company shall, as soon as practicable following the Executive’s
execution and delivery to the Company of the general release set forth in Section 7(g) and
following the expiration of any applicable revocation period, cause the
Executive to be paid a lump-sum severance payment of cash equal to the Base
Salary then in effect.  In addition, in connection
with a termination of employment pursuant to this Section 7(c), the
Company shall cause the Executive to be paid the Annual Cash Bonus for the
Company’s 2009 fiscal year, the 2007-2009 LTIP and the 2008-2010 LTIP
(pro-rated), determined based on actual satisfaction of any applicable
performance goals during such fiscal year, with such bonus to be paid when paid
to the other participants in the scheme and without application of any
mandatory deferral provisions or continued employment requirements.


 


(d)           Upon a termination of the Executive’s employment during
the Employment Term by the Company for Cause, or upon termination by the
Executive with 30 days’ written notice given to the Company (other than a
Constructive Termination Without 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 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 under (and
in accordance with the terms of) COBRA for a period of twelve (12) months
following such termination; for the 


 


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avoidance of doubt this provision applies
upon a termination pursuant to Section 7(c) hereof.  The Executive shall pay for the remaining
COBRA entitlement period.


 


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 following the occurrence of any of the following events without the
Executive’s prior consent: (A) failure by the Company to continue the
Executive as the General Counsel (excluding a promotion); (B) any material
diminution in the Executive’s working conditions or authority, 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 his position as set forth herein; (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) the failure of the Company to maintain
commercially reasonable directors’ and officers’ liability insurance; or (F) a
Change in Control occurs and the Executive is terminated in a Termination
Without Cause during the period commencing on the date of the Change in Control
and ending on the first anniversary thereof. 
For purposes of this Agreement, a “Change in Control” is defined
in Appendix D, and incorporated by reference.  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 (as defined in (A), (B),
(C), (D), (E) or (F) above) has occurred, and such notice shall
describe the facts and circumstances in support of such claim in reasonable
detail.  The Company shall have 10 days
thereafter to cure such facts and circumstances if possible.


 


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(ii)           A “Termination Without Cause” means a termination
of the Executive’s employment during the Employment Term by the Company other
than for Cause or by reason of the Executive being Disabled.


 


(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 or
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 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 within 10 days of the date of such hearing (if so
requested) reasonably confirms the existence of Cause and the termination of
the Executive therefor.


 


(f)            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 there under, notwithstanding any provision of the Agreement
relating to the 


 


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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 such 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.


 


(g)           Release; Full Satisfaction.  Notwithstanding any other provision of this
Agreement, no severance pay shall become payable under this Agreement unless
and until the Executive and the Company execute the general release of claims
in form and manner reasonably satisfactory to the Company and substantially
similar to Appendix E, and such release has become irrevocable (it being
the intention of the parties that the Executive provide the Company with a
complete release of any and all claims as a condition to the receipt of the
severance pay under this Agreement); provided, that the Executive shall
not be required to release any indemnification rights, rights to accrued
benefits under the Company’s employee benefit plans, or rights to future
payments or benefits under this Agreement. 
The payment of severance pay to be provided to the Executive pursuant to
this Section upon termination of the Executive’s employment shall
constitute the exclusive payment 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 and
shall be in respect of any such claims or payments due or arising from any
benefits, rights or entitlements in any jurisdiction.


 


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


 


(i)                                     Cooperation
Following Termination.  Following
termination of the Executive’s employment for any reason, the Executive agrees
to reasonably cooperate with the Company upon the 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 cause the
Executive to be reimbursed for, or, at the Executive’s request, cause the
Executive to be advanced, 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 do not violate any agreement or obligation (whether or not
written) that the Executive has with or to any person or entity including,
without limitation, 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, without
limitation, 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 


 


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and in the nature of trade secrets.  The Executive will not knowingly disclose
such information, either directly or indirectly, to any person or entity
outside the Company Affiliated Group 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 he determines
that so doing is reasonable or appropriate in the performance of the Executive’s
duties or, (y) after giving prior notice to the Company to the extent
practicable, under the circumstances, disclose such information to the extent
required by applicable laws or governmental regulations or by judicial or
regulatory process.  The Executive shall
comply with the Company’s data protection policies.  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:


 


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(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 (x) owning or operating
broadband or mobile communications networks for telephone, mobile telephone,
cable television or internet services, (y) providing mobile telephone,
fixed line telephone, television or internet services or (z) owning,
operating or providing any content-generation services or television channels,
in each case principally in the United Kingdom (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)                                  hire
any individual who is, or within the six 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 £65,000 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; provided, that, notwithstanding the foregoing,
the Executive shall not be deemed to be in violation of clause (i) or
clause (iii) of the foregoing by virtue of (i) rejoining Fried,
Frank, Harris, Shriver & Jacobson LLP (or any of its successors or
affiliates) as a partner, member or employee, and acting in such capacity or (ii) acting
as an attorney (as partner, shareholder, member or employee) or vice president,
director or managing director or in a similar position at any other law firm,
investment banking firm or consulting firm, institutional investor or similar 


 


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entity, in each case so long as the Executive
takes reasonable steps to insulate himself from the businesses and activities
of any such entity that compete with the Core Businesses during any period that
this Section 9(b) is in effect.


 


(c)                                  Proprietary
Rights.  The Executive assigns all of
the Executive’s interest in 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 the Employment
Term and related to the business or activities of any member of the Company
Affiliated Group 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 that the Company
shall in good faith 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.


 


(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 restriction 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 


 


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the consideration received by the Executive
for entering into these covenants and agreements is fair, that the covenants
and agreements and 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 received an opportunity to consult independent counsel
before executing this Agreement.


 


10.                                 Indemnification.


 


(a)                                  To
the extent permitted by applicable 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, without limitation,
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 by
reason 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 misappropriation of funds or actual
fraud).  In the event the Company does
not compromise or assume the defense of any indemnifiable claim or action
against the Executive, the Company shall promptly cause the Executive to be
paid to the extent permitted by applicable law 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



 


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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 best efforts to maintain commercially reasonable directors’ and
officers’ liability insurance during the Employment Term which will cover the
Executive.


 


11.                                 Certain
Additional Payments by the Company. Anything in this Agreement to the
contrary notwithstanding, in the event that it is determined (as hereinafter
provided) that any payment (other than the Gross-Up Payments provided for in
this Section 11) 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 


 


18

















 


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.


 


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.


 


19

















 


(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 express next-day
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:

  	
   

  	
  Media House,
  Bartley Wood Business Park, Hook, 

  
	
   

  	
   

  	
  Hampshire
  RG27 9UP 

  
	
   

  	
   

  	
  Attention:
  Group HR Director 

  
	
   

  	
   

  	
  Fax: +44
  1256 752 454

  
	
   

  	
   

  	
   

  
	
  If to the
  Executive:

  	
   

  	
  Bryan H.
  Hall 

  
	
   

  	
   

  	
  [INTENTIONALLY
  OMITTED]

  



 


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


 


(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:
Social Security.  The Company shall
withhold or cause to be withheld from any payments made pursuant to this
Agreement all federal, state, city, foreign or other taxes and social security
or similar payments as shall be required to be withheld pursuant to any law or
governmental regulation or ruling in accordance with the Tax Equalization
Policy set forth in Appendix B. 
Notwithstanding the foregoing, the Executive shall remain responsible
for 


 


20

















 


all such amounts as he may owe in respect of his
compensation hereunder.  Any payments
made pursuant to this Agreement will be subject to US social security
deductions for the Employment Term and the Company and the Executive shall be
responsible for making their respective employer and employee contributions
thereto, and the Executive hereby authorizes the Company to deduct from any
payments to be made to the Executive his employee social security contributions
and remit these to the relevant authority.


 


(e)                                  Data
Protection.  In accordance with relevant
data protection legislation, the Company will hold and process the information
it collects relating to the Executive in the course of the Executive’s
employment for the purposes of employee administration, statistical and record
keeping purposes, including information for occupational health and pension
purposes.  This may include information
relating to the Executive’s physical or mental health.  Some of the Executive’s information may be
processed outside the European Economic Area, including without limitation in
the United States.  The Executive’s
information will be treated confidentially and will only be available to
authorized persons.


 


(f)                                    Entire
Agreement.  This Agreement (as
amended and restated hereby) 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 (except, for avoidance
of doubt, agreements evidencing equity compensation granted to the
Executive).  Without limiting the
generality of 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 


 


21

















 


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 that are not set forth expressly in this
Agreement.


 


(g)                                 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 Agreement.


 


(h)                                 Governing
Law, Etc.  This Agreement 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).  The Executive irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York
and any federal court sitting in the State of New York. Each of the parties
waives all right to trial by jury in any action, proceeding or counterclaim
(whether based upon contract, tort or otherwise) related to or arising out of
or in connection with this Agreement and the employment and other matters that
are the subject of this Agreement and agrees that any such action, claim or
proceeding may be brought exclusively in a federal or state court sitting in
the State of New York.


 


(i)                                     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.


 


22

















 


(j)                                     Number
and Headings.  As used in this
Agreement, the term “including” means “including without limitation”,
references to Sections or Appendices refer to Sections or Appendices of this
Agreement unless otherwise specifically provided.  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.


 


(k)                                  Counterparts.  This Agreement may be executed in two 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)


 


23

















 


IN WITNESS WHEREOF, the Company
has caused this Agreement to be executed 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.


 


	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James Mooney

  
	
   

  	
  By: James Mooney

  
	
   

  	
  Title:
  Chairman of the Board

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan H.
  Hall

  
	
   

  	
  Bryan H.
  Hall

  



 


24
















 


Appendix A


 


[INTENTIONALLY OMITTED]


 


25

















 


Appendix B


 


[INTENTIONALLY OMITTED]


 


26

















 


Appendix C


 


Virgin
Media Inc. Equity-Based Compensation


 


(1) Original
Employment Term: Options to purchase common stock of NTL Incorporated


 


The Executive
was granted 60,000 (150,000 post Merger) options at an exercise price equal to
the fair market value on the date of execution of the employment agreement.


 


Vesting period
= three years


 


The options
granted vest 33% on each of June 15, 2005, 2006 and 2007.


 


Other
terms:  The options are subject to the
Company’s standard form of stock option agreement


 


The foregoing
options were granted in 2004.


 


(2) Extended
Employment Term: Restricted Stock


 


(a) On
the then Effective Date, the Executive will be granted 67,500 shares of
Restricted Stock, vesting over three years in equal installments on the
following dates:


 


March 15, 2007


 


March 15, 2008


 


January 15, 2009


 


The shares of
Restricted Stock will be subject to the Company’s standard form of Restricted
Stock Agreement (including provisions automatically accelerating the vesting
thereof upon a Change in Control). The foregoing stock was granted in December 2006.


 


(b) The
Executive will be granted 150,000 options at an exercise price equal to the
mid-market price on the then Effective Date, vesting over three years in equal
installments on the following dates:


 


March 15, 2007


 


March 15, 2008


 


January 15, 2009


 


The options
will be subject to the Company’s standard form of stock option agreement
(including provisions automatically accelerating the vesting thereof upon an
Acceleration Event). The foregoing options were granted in December of
2006.


 


(3) Second
Extended Employment Term: Stock Options


 


27

















 


The Executive
will be granted 200,000 options to purchase stock of Virgin Media Inc. at an
exercise price equal to the mid market price on the Effective Date, vesting in
equal installments on the following dates:


 


	
  100,000

  	
   

  	
  June 30,
  2009

  
	
   

  	
   

  	
   

  
	
  100,000

  	
   

  	
  December 31,
  2009

  



 


The options
will be subject to the Company’s standard form of stock option agreement
(including provisions automatically accelerating the vesting thereof upon an
Acceleration Event), the Virgin Media Inc. 2006 Stock Incentive Plan and the
Company’s insider trading policy.


 


28

















 


Appendix D


 


A “Change
in Control” shall be deemed to occur if the event set forth in any one of
the following paragraphs shall have occurred:


 


(i)            Any
Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company) representing
30% or more of the combined voting power of the Company’s then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in
connection with a transaction described in clause (a) of Paragraph (iii) below;
or


 


(ii)           the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the date the Plan is
adopted by the Board of Directors of the Company (“Board”), constitute
the Board and any new director (other than a director whose initial assumption
of office is in connection with an actual or threatened election contest,
including, without limitation, a consent solicitation, relating to the election
of directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s stockholders was approved or
recommended by a vote of at least a majority of the directors then still in
office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or


 


(iii)          there
is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation, other than (a) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) at least
50% of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such
merger or consolidation, or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directory or indirectly, of
securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company) representing
30% or more of the combined voting power of the Company’s then outstanding
securities; or


 


(iv)          the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all substantially all of the
Company’s assets to an entity, at least 50% of the combined voting power of the
voting securities of which are owned by the stockholders of the Company
immediately prior to such sale.


 


Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an entity
which owns all or substantially all of the assets of the Company immediately
following such transaction or series of transactions.


 


29

















 


For purposes
of this Appendix D:


 


“Affiliate”
shall have the meaning set forth in Rule 12b-2 under Section 12 of
the Securities Exchange Act of 1934.


 


“Person”
shall have the meaning given in Section 3(a)(9) of the Securities
Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof,
except that such terms shall not include (i) the Company or any of its
Affiliates, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


 


“Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, except that a Person shall not be deemed to be
the Beneficial Owner of any securities which are properly filed on a Form 13-G.


 


30

















 


Appendix E


 


FORM OF
RELEASE AGREEMENT


 


WHEREAS, Bryan
H. Hall (the “Executive”) was employed by Virgin Media Inc. (the “Company”)
as its General Counsel pursuant to a Second Amended & Restated
Employment Agreement, dated August 4, 2008 (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 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, 


 


31

















 


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 


 


32

















 


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 indemnification as
provided under Section 10 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 illegal 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;


 


33

















 


(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.


 


34

















 


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].


 


 


	
  /s/

  	
   

  	
   

  	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  
	
  Bryan H. Hall

  	
   

  	
  /s/

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
									



 


35

















 


Appendix 1


 


Independent Adviser’s Certificate


 


I, [               ], certify that Bryan H. Hall (“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:


 


36