**Exhibit10.15**

 
| **Terms & Conditions of  Employment** | ** ** | **Executive** |
|-------------------------------------------|------------|---------------|

** **

 

**Between ntlGroup Ltd of ntl House, Bartley Wood Business Park,Bartley Way, Hook, Hampshire, RG27 9UP ("the Company") and Mr Robert Gale, 42 Station Road, Thames Ditton,Surrey, KT7 0NS, ("the Associate").**

 

This contract sets out the main terms of youremployment, including the particulars of employment required by the EmploymentRights Act 1996 (Parts B and C).

 

**Part A —Personal terms**

 
| **Effective Date of New Terms and  Conditions** |   | 1st January 2002                   |
|-------------------------------------------------|--------|------------------------------------|
| **Continuous Employment Date**                  |   | 5th January 1998                   |
| **Location**                                    |   | Hook, Hampshire                    |
| **Job Title**                                   |   | Group Director, Financial  Control |
| **Bonus Scheme Range**                          |   | 0-50%                              |
| **Entitlement to Overtime**                     |   | No                                 |
| **Basic Salary (per annum)**                    |   | £120,000                      |

 

**Part B — Special conditions**

 

**Notice Periods**

 

You are required to give the company 3 monthswritten notice to terminate your employment. The company is required to giveyou 6 months written notice to terminate your employment.

 

**Pension Arrangements**

 

Subject to Plan rules and Inland Revenuelimits, the Company will make contributions of 10% of your pay which matches a10% contribution by yourself into the Group Personal Pension Plan.

 

**Private Healthcare Scheme**

 

You are eligible for company funded privatehealthcare family level cover.

 

**Perk Car & Fuel Benefit**

 

If you have the Company Car option, you willbe provided with a fuel card for the purchase of fuel for business andreasonable private use. This is a taxable benefit attracting Fuel Scale BenefitCharge. If you have the Cash Option, a fuel card is not available—however,business and reasonable private fuel receipts may be reimbursed via expenses.Your monthly allowance eligibility will be in accordance with the prevailingcompany perk car policy, available on the ntlintranet.

 
| Signed |   | /s/ Carolyn Walker |   | *Director, Human Resources*            |   | Date 17 February 2003 |
|--------|--------|--------------------|--------|----------------------------------------|--------|-----------------------|
|   |   |               |   | For and on behalf of the ntl Group Ltd |   |                  |

 

I have read and I agree to and accept theterms and conditions set out herein and have kept one copy for myself.

 

I consent to the company processing mypersonal information in accordance with Clause 21.

 

I acknowledge that my attention has beendrawn to Clause 17 concerning deductions from salary and I consent to suchdeductions being made.

 
| Signed |   | /s/ Robert C. Gale |   |   | Date | 21/2/03 |
|--------|--------|--------------------|--------|--------|------|---------|

 

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**Part C — General conditions**

 

**1. Employment Rights Act**

 

The following particulars are given to you inaccordance with the terms of the Employment Rights Act 1996.

 

**2. Duration of Employment**

 

Your employment with the Company will beginon the date specified in Part A and will continue in accordance with thiscontract. This is also the start date of your continuous employment with theCompany unless otherwise specified in Part A. Your employment with any previousemployers will not count towards your statutory period of continuous employmentwith the Company unless agreed and a separate date specified in Part A.

 

**3. Job title**

 

Your job title is specified in Part A.You will comply with all reasonable directions of the Company and you shallnot, directly or indirectly, be interested or concerned in any manner in anyother business except with the Company's prior written consent.

 

**4. Place of employment**

 

You will be based at the location specifiedin Part A. The Company reserves the right on reasonable notice to changethis either on a temporary or permanent basis to work at any premises of the Companyor any other Group Company within the UK. The Company may also require you totravel as is reasonably necessary to carry out your job.

 

**5. Hours of work**

 

You standard working week will be 37.5 hours.It is likely that you will be required to extend your hours as necessary inorder to meet the full requirements of your job and the business, subject tothe provisions of the Working Time Regulations 1998. You shall devote the wholeof your working time (unless prevented by ill health or accident or otherwisedirected by the Company) to the duties of your employment.

 

**6. Remuneration**

 

Your salary details are shown in Part A.Salary is payable monthly in arrears in equal instalmentsby credit transfer or such other method as the Company may adopt in the future.Your salary will be reviewed annually at the Company's absolute discretion. Inaddition to your basic salary you are eligible to participate in the CompanyBonus Scheme. Your potential additional earnings are as specified inPart A and are paid in accordance with the Scheme rules. The Company BonusScheme, operated at the Company's absolute discretion, is reviewed annually.Earnings potential, payment periods and measurement criteria may be amendedaccording to the Company's needs. Any payments made under the Company BonusScheme will be non-pensionable.

 

**7. Pension**

 

You may join the ntlGroup Personal Pension Plan, to which the Company contributes as shown inPart B, subject to the rules of the Plan and Inland Revenue limits. Under thePlan you will be contracted into SERPS unless you optto be contracted out. All associate contributions are deducted from monthlysalary and passed onto the Group Personal Pension Provision Provider.

 

**8. Company insurance Schemes**

 

You are automatically covered by the GroupPersonal Accident and Group Life Assurance Schemes, after 3 months continuousemployment. You are also automatically covered by the Company's Group PermanentHealth Insurance Scheme unless otherwise stated. Cover is provided duringemployment with the Company from the age of 18 until the age of 60 forPermanent Health Insurance and age 65 for Life Assurance and Personal AccidentInsurance. Any entitlement to Permanent Health Insurance is subject to the Company'sright to terminate this contract for prolonged sickness absence in accordancewith the Company's Sickness Absence Policy. Your participation in any of theSchemes referred to in this paragraph is subject to the rules of the relevantScheme. The Company reserves the right not to pay any benefit under any ofthese Schemes, unless the Company is paid by the Insurer. Further informationon the Company Insurance Schemes is available on the ntlintranet or from your line manager.

 

**9. Perk car**

 

On commencement of employment, you will beentitled to the Perk Car benefit. For full details, please refer to the PerkCar Policy and the Fuel Policy, which are available on the ntlintranet. The Company reserves the right to review and amend these policies atany time. It is a condition of your employment that you retain a current fulldriving license (valid in the UK), reimburse the Company for private fuel and complywith the rules of the Company's Fleet Insurance and relevant prevailing PerkCar Policy and Fuel Policy. You must keep any company vehicle in goodcondition. If you fail to comply with these rules or you are disqualified fromdriving for any period, the Company reserves the right towithdraw any car allocated to you and/or dismiss you immediately withoutcompensation in accordance with the Company's Disciplinary Policy andProcedures. On leaving the Company, you must return any company vehicle in goodorder, clean and roadworthy, to a Company site. Failure to do so without reasonableexcuse will result in your being liable for the total cost of the vehiclerecovery. Please refer to Part B overleaf for further informationregarding private fuel and allowances.

 

**10. Annual leave**

 

You are entitled to 25 days holiday,increasing to 28 days after 5 years continuous service (entitlement will ariseupon the anniversary of the holiday year following the completion of 5 year'sservice). In addition, you will be entitled to normal public holidays, unlessyou are specifically required to work in which case you will be compensated inaccordance with the Public Holiday Policy. The current version is available onthe ntl intranet or can be obtained from HumanResources (HR). The Company's holiday year is from 1 January to31 December and your holiday entitlement will be calculated on a pro ratebasis in your first year of employment with the Company. Further details aboutannual leave can be obtained from HR.

 

**11. Sickness absence**

 

If you are absent from work due to sicknessor injury, you may be eligible for Company sick pay, which is payable at the Company'sdiscretion. Subject to this discretion and provided you comply with theSickness Absence Policy requirements, you will be paid according to your normalbasic salary rate. The Sickness Absence Policy is available on the ntl Intranet or can be obtained from HR. The Company mayfrom time to time require you to be examined by a medical advisor nominated by theCompany, and you agree to provide such formal consents as may be necessary forthe results of such examinations to be disclosed to the Company.

 

**12. Confidential information**

 

During and after the termination of youremployment, you will treat and safeguard as private and confidential anyinformation concerning ntl or its associatedcompanies which you have received in the course of your employment (as outlinedin the attached Code of Conduct), and you will take all reasonable precautionsin dealing with such information, and you will not disclose or reveal any suchconfidential information to any third party, either directly or indirectly,other than to officials of the Company or with the Company's prior writtenconsent.

 

**13. Notice periods**

 

Please refer to Part B overleaf. Youremployment may be terminated by the Company, without notice or payment in lieuof notice, if you commit any act of gross misconduct or gross negligence.During any period of notice of termination (whether given by the Company oryou), the Company is under no obligation to provide you with work, and isentitled at the Company's absolute discretion to exclude you from its premises.During any such period of garden leave, you will be entitled to normal salaryand any other contractual benefits. The Company reserves the right, at its absolutediscretion, to make a payment in lieu of notice. Notice must be given inwriting to your Line Manager or in the case of absence, their deputy.

 

**14. Retirement**

 

The normal retirement age is 65 years. Youremployment will automatically terminate at he end of themonth in which you reach this age.

 

**15. Disciplinary**

 

The Company's Policy and Procedures ondisciplinary matters are available on the ntlintranet or from your line manager. This Policy is a statement of management guidelinesand does not form any part of your contract of employment. The Company reservesthe right to change the Policy from time to time. The current version isavailable on the ntl intranet or can be obtained fromHR.

 

**16. Grievance**

 

If you have a grievance relating to youremployment, you should raise your concerns in the first instance with your LineManager. If your grievance concerns your Line Manager, then you should reportthe matter to the next most senior Manager or to HR. This Policy is a statementof management guidelines and does not form any part of your contract ofemployment. The Company reserves the right to change these from time to time.The current version is available on the ntl intranetor can be obtained from HR.

 

**17. Deductions from salary**

 

The Company reserves the right at any timeduring your employment, or on termination of your contract of employment, todeduct from salary any overpayment made and/or monies owed to the Company byyou. This is including but not limited to any excess holiday, outstandingloans, advances, relocation costs, parking fines and any related administrationcosts for which you and/or your permanent partner are responsible and which areincurred in a vehicle provided by ntl, (eithercompany vehicle or hire car), private fuel reimbursement in accordance with theprevailing Perk Car Policy and Fuel Policy and the cost of repairing any damageor loss to property provided by the Company. This clause will not apply to anysums or benefits due to you by virtue of your membership of the Company PensionPlan.

 

**18. Changes to terms andconditions**

 

The Company reserves the right to amend yourterms and conditions of employment and policies from time to time. You will begiven not less than four weeks notice of any such change. You will be deemed tohave accepted these changes should the Company have received no objectionbefore the end of the four-week notice period.

 

**19. Health, safety and environment**

 

ntl is committedto ensuring, so far as reasonably practicable, that the workplace of every associateis safe, does not pose a risk to health and does not cause damage to theenvironment. All associates are therefore required to familiarisethemselves with their responsibilities as outlined in the current ntl Health and Safety Policy, Environment Policy, SafetyStandards booklet, (NT.P090) and Safety Information sheets. The current versionis available on the ntl intranet or can be obtainedform the Health and Safety Group.

 

**20. Collective agreements**

 

There are no collective agreements relevantto your employment unless otherwise specified in Part B.

 

**21. Data Protection Act**

 

In accordance with the Data Protection Act of1998, the Company will hold and process the information it collects relating toyou in the course of your employment for the purposes of employee administration,statistical and record keeping purposes. This may include information relatingto your physical or mental heath. Some of your information may be processedoutside the European Economic area. Your information will be treated confidentiallyand will only be available to authorised persons.

 

**22. Data protection compliance**

 

When dealing with data relating to the Company'sbusiness, you are required to comply with the Company's Data Protection Policy,which can be obtained from the Group Compliance Officer. Failure to comply withthis Policy may result in disciplinary action.

 

**23. Company Equipment**

 

In order to fulfilyour duties you may be issued with Company equipment. This is a non-contractualbenefit and may be withdrawn at any time, or you may be transferred to anotherposition which does not require use of the allocated equipment. You must keepthe equipment in good condition. On leaving the Company, you must return theequipment in good order to the Company site. Failure to do so could result inyou being liable for the total cost of its replacement.

 

**24. Entitlement to Work in UK**

 

Your employment is conditional upon you beinglegally entitled to live and work in the UK. If your status changes and you areno longer entitled to live or work in the UK, your employment will beterminated without notice or payment in lieu of notice.

 

 

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21st October 2005

 

**PRIVATE & CONFIDENTIAL**

 

Mr Robert Gale

42 Station Road

Thames Ditton

Surrey

KT7 0NS

 

Dear Robert

 

**RE: CHANGES TO TERMS ANDCONDITIONS OF EMPLOYMENT**

 

I am pleased to confirm that your base salaryhas increased to £170,000 perannum.

 

This change will be effective from 1stAugust 2005 and included in the next available pay run.

 

All other Terms and Conditions remainunchanged.

 

Please sign both copies of this letter, returningone copy to Karen Norman, People4ntl, Hook.

 

Yours sincerely

 

 

 

**Karen Norman**

**P4ntl Co-ordinator**

**Corporate, Business &Networks**

 

I confirm my acceptance of the above changesto my Terms and Conditions of Employment.

 

 
| SIGNED |   |   |
|--------|--------|--------|
|   | NAME   |   |
|   |   |   |
|   |   |   |
| DATE   |   |   |

 

 

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