Exhibit
10.10


 


VIRGIN MEDIA INC.


909 Third Avenue


New York, New York 10022


 


July 28, 2009


 


Mr. Bryan H. Hall


[Address Intentionally Omitted]


 


Reference is made to the employment agreement, dated as of August 4,
2008, between you and Virgin Media Inc. (the “Employment Agreement”).


 


In consideration of the mutual covenants contained herein, and other
good and valuable consideration, including without limitation, the grant of
options and restricted stock units under the Company’s 2009 LTIP, receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the
terms of the Employment Agreement will remain in effect in all respects, except
as follows:


 


1.                     Bonus


 


Section 3(b) of
the Employment Agreement shall be amended and replaced in its entirety by the
following paragraphs:


 


“(b)                 Annual
Bonus/Other.


 


(i)(x)        During
each fiscal year of the Company that the Employment Term is in effect, the
Executive shall be eligible to earn a bonus, paid in U.S. dollars, in the sole
discretion of the Board pursuant to the terms of the Company’s Executive Bonus
Scheme, in cash, shares (restricted or otherwise) of the Company, or options or
phantom options over such shares or a mixture thereof at the discretion of the
Company’s Compensation Committee, in the expected range of 0% to 150% (75%
on-target) (prorated for any partial fiscal year) (the “Annual Bonus”); provided,
that, for purposes of determining the percentage of Base Salary as to which the
Annual 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 Bonus
to convert all or any portion of the Annual 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. 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 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.


 


(y)           If
the Company’s Compensation Committee determines that the Executive’s gross
negligence, fraud or other misconduct has contributed to the any member of the
Company Affiliated Group having to restate all or a portion of its financial
statements, the Company’s Compensation Committee may if it determines in its
sole judgment that it is in the Company Affiliated Group ‘s interest to do so,
require reimbursement by the Executive of any payment made under any bonus
scheme where: (1) the payment under that bonus scheme was predicated upon
achieving certain financial results that were subsequently the subject of a
restatement of financial statements of any member of the Company Affiliated
Group filed with the Securities and Exchange Commission and/or the satisfaction
of financial results or other performance metric criteria which the Company’s
Compensation Committee subsequently determined were materially inaccurate; (2) the
Company’s Compensation Committee determines that the Executive’s gross
negligence, fraud or other misconduct contributed to the need for the
restatement and/or inaccuracy; and (3) a lower bonus payment or award would
have been made to the Executive based upon the restated financial results or
accurate financial results or performance metric criteria.  In any such case the Company’s Compensation
Committee may, to the extent permitted by applicable law, recover from the
Executive, whether or not he remains in employment with the Company Affiliated
Group, the amount by which the Executive’s bonus payment or award for the
relevant period exceeded the lower payment or award, if any, that would have
been made based on the restated financial results or accurate financial results
or performance metric criteria.  The
Executive agrees that he will upon demand by any member of the Company
Affiliated Group repay to the Company Affiliated Group the sum so demanded
within 21 days of receiving the demand for payment and whether or not he
remains the employee of the Company Affiliated Group together with interest
whichever is the greater of 5% or 1% above the Bank of England minimum lending
rate from time to time from the date of the bonus payment or award to the date
of actual repayment.”


 


All references in
the Employment Agreement to “Annual Cash Bonus” shall be replaced with the term
“Annual Bonus”.


 


2.                     Additional
Payments


 


Section 11 of the
Employment Agreement shall be amended and replaced in its entirety by the
following paragraph:


 


“11.                 [intentionally
deleted]”


 


3.                     Release
Agreement


 


Appendix E of the Employment Agreement shall be amended and replaced in
its entirety as set forth on Exhibit A.


 


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


 


2

















 


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


 


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Mooney

  
	
   

  	
  Name:

  	
  James F. Mooney

  
	
   

  	
  Title:

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AGREED & ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Bryan H. Hall

  
	
   

  	
  Bryan H. Hall

  



 


3

















 


Exhibit A


 


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 as of August
4, 2008, 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 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.


 


4

















 


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 or (iii) any claim for indemnification as provided
under Section 10 of the Employment Agreement or (iv) the Executive’s
right to defend any lawsuit or demand by the Company to recover any amounts
pursuant to Section 3(b)(i)(y) of the Employment Agreement.


 


5.                  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.


 


6.                  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.


 


7.                  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.


 


5

















 


8.                  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.


 


9.                  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.


 


10.                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.

  
	
   

  	
   

  	
   

  
	
  Bryan H. Hall

  	
   

  	
  Name:

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title:

  	
   

  
					



 


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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:

  	
   

  



 


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