Exhibit 10.11


 


DATED 10 JULY 2009


 


VIRGIN MEDIA LIMITED


 


and


 


Andrew Barron


 






 


SERVICE AGREEMENT










 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  DEFINITIONS AND INTERPRETATION

  	
   

  	
  1

  
	
  2

  	
   

  	
  TERM OF EMPLOYMENT

  	
   

  	
  2

  
	
  3

  	
   

  	
  DUTIES

  	
   

  	
  2

  
	
  4

  	
   

  	
  HOURS OF WORK

  	
   

  	
  3

  
	
  5

  	
   

  	
  GRATUITIES

  	
   

  	
  3

  
	
  6

  	
   

  	
  CODES OF CONDUCT

  	
   

  	
  3

  
	
  7

  	
   

  	
  REMUNERATION

  	
   

  	
  4

  
	
  8

  	
   

  	
  PENSION SCHEME

  	
   

  	
  5

  
	
  9

  	
   

  	
  OTHER BENEFITS

  	
   

  	
  6

  
	
  10

  	
   

  	
  COMPANY CAR ALLOWANCE

  	
   

  	
  7

  
	
  11

  	
   

  	
  EXPENSES

  	
   

  	
  7

  
	
  12

  	
   

  	
  ANNUAL LEAVE

  	
   

  	
  7

  
	
  13

  	
   

  	
  ILLNESS

  	
   

  	
  8

  
	
  14

  	
   

  	
  RESTRICTIONS DURING EMPLOYMENT

  	
   

  	
  8

  
	
  15

  	
   

  	
  INTELLECTUAL PROPERTY

  	
   

  	
  9

  
	
  16

  	
   

  	
  CONFIDENTIALITY

  	
   

  	
  9

  
	
  17

  	
   

  	
  DATA PROTECTION

  	
   

  	
  10

  
	
  18

  	
   

  	
  DEDUCTIONS FROM SALARY

  	
   

  	
  11

  
	
  19

  	
   

  	
  HEALTH AND SAFETY

  	
   

  	
  11

  
	
  20

  	
   

  	
  ENTITLEMENT TO WORK IN THE UK

  	
   

  	
  11

  
	
  21

  	
   

  	
  MONITORING

  	
   

  	
  11

  
	
  22

  	
   

  	
  TERMINATION OF EMPLOYMENT

  	
   

  	
  12

  
	
  23

  	
   

  	
  SUSPENSION AND GARDEN LEAVE

  	
   

  	
  13

  
	
  24

  	
   

  	
  TERMINATION AND RETURN OF COMPANY PROPERTY

  	
   

  	
  14

  
	
  25

  	
   

  	
  RECONSTRUCTION OR AMALGAMATION

  	
   

  	
  15

  
	
  26

  	
   

  	
  RESTRICTIONS AFTER EMPLOYMENT

  	
   

  	
  15

  
	
  27

  	
   

  	
  SEVERABILITY

  	
   

  	
  18

  
	
  28

  	
   

  	
  THIRD PARTIES

  	
   

  	
  18

  
	
  29

  	
   

  	
  NOTICES

  	
   

  	
  18

  
	
  30

  	
   

  	
  STATUTORY INFORMATION

  	
   

  	
  19

  



 

















 


	
  31

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  19

  
	
  32

  	
   

  	
  CHANGES TO TERMS AND CONDITIONS

  	
   

  	
  19

  
	
  SCHEDULE 1

  	
   

  	
  21

  
	
   

  	
   

  	
  Statement Of Particulars Pursuant To The Employment Rights
  Act 1996

  	
   

  	
  21

  
	
  SCHEDULE 2

  	
   

  	
   

  
	
   

  	
   

  	
  Certificate of Compliance

  	
   

  	
  22

  



 

















 


THIS DEED is made on 10 July 2009


 


BETWEEN:


 


(1)                                  Virgin
Media Limited whose registered office is at 160 Great Portland
Street, London, W1W 5QA (the “Company”); and


 


(2)                                  Andrew Barron (the “Executive”).


 


RECITAL


 


The Company shall employ the Executive and
the Executive shall serve the Company as Chief Customer
and Operations Officer on the following terms and subject to the following
conditions
(the “Agreement”):


 


NOW THIS DEED WITNESSES:


 


1                                          DEFINITIONS AND
INTERPRETATION


 


1.1                                 In this Agreement unless the
context otherwise requires the following expressions shall have the following
meanings:


 


“Compensation
Committee”


 


the
Compensation Committee of Virgin Media Inc.;


 


“Garden
Leave”


 


any period during which the Company has
exercised its rights under clause 23.2; and


 


“Group”


 


the Company, its holding company (as
defined in Section 736 of the Companies Act 1985) (including, without
limitation, Virgin Media Inc.) and its group undertakings (as defined in
Sections 258 and 259 of the Companies Act 1985) from time to time and “Group Company” means any one of them.


 


1.2                                 Any reference to a statutory
provision shall be deemed to include a reference to any statutory modification
or re-enactment of it.


 


1.3                                 The headings in this Agreement
are for convenience only and shall not affect its construction or
interpretation.


 


1.4                                 References in this Agreement
to a person include a body corporate and an incorporated association of persons
and references to a company include any body corporate.


 


1.5                                 Where appropriate, references
to the Executive include his personal representatives.


 


1

















 


2                                          TERM OF EMPLOYMENT


 


2.1                                 The employment of the
Executive shall be deemed to have commenced on 17 March 2008 and (subject
to termination as provided below) shall be for an indefinite period terminable
by either party giving to the other 12 months notice in writing.  With effect from the date of
this Agreement, all previous employment agreements shall cease to have effect.


 


2.2                                 Notwithstanding
clause 2.1 above the employment of the Executive shall automatically
terminate on the day when the Executive reaches age 65.


 


2.3                                 The Executive represents and
warrants that he is not bound by or subject to any contract, court order,
agreement, arrangement or undertaking which in any way restricts or prohibits
him from entering into this Agreement or performing his duties under it and
undertakes to indemnify the Company against any claims, costs, damages,
liabilities or expenses which the Company may incur as a result of any claim
that he is in breach of any such obligations.


 


3                                          DUTIES


 


3.1                                 The Executive shall during his
employment under this Agreement:


 


3.1.1                        perform the duties and
exercise the powers which the Chief Executive Officer may from time to time
properly assign to him in his capacity as Chief Customer
and Operations Officer  in
connection with the conduct and management of the business of any Group Company
(including serving on the board of such Group Company or on any other executive
body or any committee of such a company);


 


3.1.2                        report directly to the Chief
Executive Officer or Acting Chief Executive Officer of the Group;


 


3.1.3                        do all in his power to
promote, develop and protect the business of the any Group and at all times and
in all respects conform to and comply with the proper and reasonable directions
and regulations of the Group;


 


3.1.4                        devote the whole of his working
time and attention to the duties assigned to him;


 


3.1.5                        faithfully and diligently
serve the Group;


 


3.1.6                        act in the best interests of
the Group;


 


3.1.7                        comply with his fiduciary
duties;


 


3.1.8                        not enter into any arrangement
on behalf of the Group which is outside its normal course of business or his
normal duties or which contains unusual or onerous terms; and


 


2

















 


3.1.9                        report the wrongdoing
(including acts of misconduct, dishonesty, breaches of contract, fiduciary
duty, company rules or the rules of the relevant regulatory bodies)
whether committed, contemplated or discussed by any other director or member of
staff of any Group Company of which the Executive was aware to the General
Counsel and/or Chief People Officer immediately, irrespective of whether this
may involve some degree of self incrimination.


 


3.2                                 The Executive shall give such
information regarding the affairs of the Group as senior management shall
require, and in any event, report regularly and keep senior management
informed.


 


3.3                                 The Executive’s normal place
of work will be Bartley Wood Business Park, Bartley Way, Hook, RG27 9UP. The Executive agrees that he
may however work in any place within the United Kingdom, which the Company may
reasonably require and he may be required to travel abroad when required by the
Group for the proper performance of his duties.


 


4                                          HOURS OF WORK


 


4.1                                 The Executive will comply with
the Group’s normal hours of work and will also work such additional hours as
are reasonably necessary to perform his duties. 
He will not receive any further remuneration for any hours worked in
addition to the normal working hours.


 


4.2                                 The Executive agrees that the
performance of his duties pursuant to this Agreement may require him to work
more than 48 hours per week and consents to opt out of that part of the Working
Time Regulations 1998 which limits the working week to a maximum of 48 hours
averaged over 17 weeks.  The Executive
may withdraw this consent to work more than 48 hours per week by giving not
less than three months’ notice to the General Counsel or Chief People Officer.


 


5                                          GRATUITIES


 


5.1                                 The Executive shall not
directly or indirectly accept any commission, rebate, discount or gratuity in
cash or in kind from any person who has or is having or is likely to have a
business relationship with any Group Company unless the gratuity is of minimal
value and only made on an occasional basis.


 


5.2                                 Notwithstanding clause 5.1
above, the Executive shall register any such gratuity on the Gifts and
Hospitality Register, whether or not any such gift or hospitality is
accepted.  Details of the Gifts and
Hospitality Register are available from Human Resources or via the Group Risk
and Human Resources intranet sites.


 


6                                          CODES OF CONDUCT


 


6.1                                 The Executive shall comply
(and procure that his spouse and minor children shall comply) with all
applicable rules and regulations of the NASDAQ Exchange and the laws of
the United States of America applicable to any Group Company, including without
limitation the regulations of the U.S. Securities and Exchange Commission, 


 


3

















 


and any other codes, rules or regulations of any
other relevant regulatory authority in the UK, USA or any other relevant jurisdiction
from time to time in relation to the holding or trading of shares, debentures
or other securities.


 


6.2                                 The Executive shall comply
with any Codes of Conduct of the Group (including but not limited to the Group’s
Code of Conduct together with the Code of Ethics for Principle Executive and
Senior Officers of Virgin Media Inc. and the Group’s Insider Trading Policy)
from time to time in force and any other relevant regulatory authority.  The Company may require from time to time
questionnaires or other forms to be completed by the Executive in connection
with these Codes of Conduct and other policies; the Executive agrees to
complete these forms in a timely fashion.


 


6.3                                 The Executive shall sign the
Group’s Certificate of Compliance in relation to any such codes; a copy of the
Certificate is appended to this Agreement under Schedule 2.  In the event that the Company requires
further certifications, the Executive agrees to comply in a timely fashion.


 


7                                          REMUNERATION


 


7.1                                 The Company shall pay to the
Executive a salary at the rate of three hundred and thirty thousand pounds
(£330,000) gross per year subject to deductions for income tax and national
insurance contributions and inclusive of any fees payable to him by reason of
his holding any Office in any Group Company.


 


7.2                                 The
Executive’s salary shall accrue from day to day and be payable by equal monthly
instalments in arrears on or about the 26th of each month.


 


7.3                                 The Executive’s salary shall
be reviewed once in every year.  The
undertaking of a salary review does not confer a contractual right (whether
express or implied) to any increase in salary and the Executive acknowledges
that any salary increase is at the discretion of the Company.


 


7.4                                 The Executive is eligible to
participate in such bonus scheme as the Group may from time to time nominate
subject to the rules of such scheme as amended from time to time.  The payment of any bonus together with any
amount payable is at the Group’s absolute discretion and may from time to time
be determined by the Group. A bonus if awarded may be in cash, shares
(restricted or otherwise) of Virgin Media Inc. or options or phantom options
over such shares or a mixture thereof at the discretion of the Compensation
Committee.  Any bonus payment will not be
part of the contractual remuneration or fixed salary hereunder.  Details of the bonus scheme will be
communicated to the Executive separately.


 


7.5                                 The entitlement to and payment
of any bonus is conditional upon the Executive being employed and not having
given notice on the last calendar day of the month in which the bonus is paid
(currently March).  The Executive
acknowledges that the termination of the Executive’s employment whether lawful
or unlawful prior to the last calendar day of the relevant bonus period shall
not in any circumstance give rise to a claim by the Executive for compensation
in lieu of such bonus or compensation 


 


4

















 


to cover the loss of opportunity to earn
such bonus. In the event that the Company improves this policy for senior
executives, it will consider application of that policy to the Executive.


 


7.6                                 If the Compensation Committee
determines that the Executive’s gross negligence, fraud or other misconduct has
contributed to the Group having to restate all or a portion of its financial
statements the Compensation Committee may if it determines in its sole judgment
that it is in the 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 Group financial
statements filed with the U.S. Securities and Exchange Commission and/or the
satisfaction of financial results or other performance metric criteria which
the Compensation Committee subsequently determined were materially inaccurate; (2) the
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 Compensation Committee may, to the extent permitted
by applicable law, recover from the Executive, whether or not he remains in
employment with the Group, the amount by which the Executive’s bonus
payment/award for the relevant period exceeded the lower payment/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 the Group repay to the Group the sum so demanded within 21 days of receiving
the demand for payment and whether or not he remains the employee of the 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.


 


8                                          PENSION SCHEME


 


8.1                                 The Executive will be eligible
to become a member of the Company’s group pension plan (“Pension Plan”),
to which the Company shall contribute the amount of 12% of base salary, which
amount may be increased from time to time in accordance with prevailing Company
limits and the rules of the Pension Plan, as amended from time to time,
and subject to the approval of the Compensation Committee if applicable.  The Executive will be contracted into the
State Second Pension (S2P) unless the Executive opts to contract-out or
contracting-out is a requirement of the Executive’s plan.   The Executive’s contributions will be
deducted from monthly salary payments and passed on to the Pension Plan provider.   At any time the Company may elect to suspend
or terminate operation of the Pension Plan and replace them with another
arrangement(s). An outline description of the terms of the Pension Plan, are
set out in a member’s guide.  A copy of
this document is available from Human Resources or may be available on the
Group intranet site.


 


5

















 


9              OTHER
BENEFITS


 


9.1                                 The Executive may participate
in the following schemes:


 


9.1.1                        a private medical expenses
scheme providing such cover for the Executive and his spouse/partner and
children as defined in the rules of the scheme as the Company may from
time to time notify to the Executive. 
This benefit will be subject to deduction of tax in line with HM Revenue &
Customs requirements;


 


9.1.2                        subject to the applicable
waiting period, a salary continuance or long-term disability insurance scheme
providing such cover for the Executive as the Company may from time to time
notify to him;


 


9.1.3                        a private dental insurance
scheme providing such cover for the Executive and his spouse/partner as the
Company may from time to time notify to the Executive.  This benefit will be subject to the deduction
of tax in line with Inland Revenue requirements;


 


9.1.4                        a life insurance scheme under
which a lump sum benefit shall be payable on the Executive’s death while this
Agreement continues; the benefit of which shall be paid to such dependants of
the Executive or other beneficiary as the trustees of the scheme select at
their discretion, after considering any beneficiaries identified by the
Executive in any expression of the Executive’s wishes delivered to the trustees
before his death.  The benefit is equal
to 4 times the Executive’s annual gross earnings at his death but annual gross
earnings for this purpose shall not exceed the relevant limits prescribed by
the Company from time to time.  The
Executive is required to complete all necessary paperwork to ensure eligibility
to full benefit under the scheme.  The
Company accepts no liability should full payment not be made on the basis that
the Executive has failed to complete the requisite paperwork.  The Executive may be required to undergo
examinations by a medical examiner appointed or approved by the Company in
connection with the operation of the scheme; and/or


 


9.1.5                        a personal accident insurance
scheme providing such cover for the Executive as the Company may from time to
time notify to him.


 


9.2                                 Benefits under any insurance
scheme shall be subject to the rules of the scheme(s) and the terms
of any applicable insurance policy and are conditional upon the Executive
complying with and satisfying any applicable requirements of the insurers.  Copies of these rules and policies and
particulars of the requirements shall be provided to the Executive on
request.  The Company shall not have any
liability to pay any benefit to the Executive under any insurance scheme unless
it receives payment of the benefit from the insurer under the scheme.  The Company reserves the right to amend or
withdraw any insurance scheme at its discretion from time to time.


 


6

















 


9.3                                 Any insurance scheme which is
provided for the Executive is also subject to the Company’s right to alter the
cover provided or any term of the scheme or to cease to provide (without
replacement) the scheme at any time.


 


9.4                                 The provision of any insurance
scheme does not in any way prevent the Company from lawfully terminating this
Agreement in accordance with the provisions of this Agreement even if to do so
would deprive the Executive of membership of or cover under any such scheme.


 


10                                    COMPANY CAR ALLOWANCE


 


The
Company shall provide the Executive with a non-pensionable car allowance of
£1041.66 gross per month payable monthly in arrears (£12,500 annually) together
with payment of salary pursuant to clause 7.  Full details are contained in the
Perk Car Policy which is available on the Group intranet site.  The Company reserves the right to review and
amend these policies at any time.  It is
a condition of the Executive’s employment that the Executive retains a current
full driving licence (valid in the UK) and complies with the rules of the
prevailing Perk Car Policy.  If the
Executive fails to comply with these rules or is disqualified from driving
for any period, the Company reserves the right to dismiss the Executive
immediately without compensation in accordance with the Company’s Disciplinary
Policy and Procedures.


 


11                                    EXPENSES


 


The Company shall reimburse or procure that
the Executive is reimbursed all expenses properly incurred in accordance with
the Company’s Travel and Expenses policy in force from time to time and
available on the Group intranet site or from Human Resources.


 


12                                    ANNUAL LEAVE


 


12.1                           The Executive is entitled to
28 days holiday with pay every calendar year in addition to bank and other
public holidays.  The Company’s holiday
year runs from 1 January to 31 December.


 


12.2                           The Company may refuse to
allow the Executive to take holiday in circumstances where it would be
inconvenient to the business (including bank or public holidays).  The Company reserves the right to refuse
holiday (including holiday that has previously been approved) up to and
including the day before the holiday is due to be taken.  In such circumstances the Company will
however attempt to give as much notice as reasonably possible.


 


12.3                           If either party serves notice
to terminate the employment the Company may require the Executive to take any
accrued but unused holiday entitlement during the notice period (whether or not
the Company has exercised its rights under clause 23.2).


 


7














 


12.4                           In all other respects unless
detailed above, the Executive is subject to the terms of the Company’s annual
leave policy which is available on the Group intranet site or from Human
Resources.


 


13                                    ILLNESS


 


13.1                           If the Executive is absent
from work due to sickness or injury, the Executive may be eligible for Company
sick pay, which is payable at the Company’s absolute discretion.  Subject to this discretion and provided the
Executive complies with the Sickness Absence Policy requirements, the Executive
will be paid according to the Executive’s normal basic salary rate.  Further details are set out in the Company’s
Sickness Absence Policy which is available on the Group intranet site or can be
obtained from Human Resources.


 


13.2                           If the Executive is incapable
of performing his duties by reason of injury sustained wholly or partly as a
result of negligence, nuisance or breach of any statutory duty on the part of a
third party and the Executive recovers an amount by way of compensation for
loss of earnings from that third party, he shall immediately pay that part of
such amount to the Company which relates to loss of earnings for the period
during which he was paid by the Company but unable to perform his duties under
the Agreement.


 


13.3                           The Company shall be entitled
to require the Executive to undergo examinations from time to time by a medical
adviser appointed or approved by the Company and the Executive authorises the
medical adviser and/or will provide such consents as are necessary to disclose
to the Company the results of such examinations.


 


14                                    RESTRICTIONS DURING
EMPLOYMENT


 


14.1                           The Executive shall not during
his employment with the Company and warrants to the Company that as at the date
of this agreement he is not (save as a representative of the Company or with
the prior written approval of the General Counsel or Chief Executive Officer)
whether directly or indirectly, paid or unpaid, be engaged or concerned in the
conduct of, be or become an employee, agent, partner, consultant or director of
or assist or have any financial interest in any other actual or prospective
business or profession which is similar to or in competition with the business
carried on by any Group Company or which may reasonably be thought by the
Company to interfere, conflict or compete with the proper performance of the
Executive’s obligations to the Group. The Executive may not hold any office as
a director or chairman of another company without the prior written consent of
the Company.  In any event, the Executive
may not be the chairman of a FTSE 100 company or be a non-executive director of
more than one such company.


 


14.2                           The Executive shall be
permitted to hold shares or securities of a company any of whose shares or
securities are quoted or dealt in on any recognised investment exchange
provided that any such holding shall not exceed one per cent of the issued
share capital of the company concerned and is held by way of bona fide
investment only (“Investment”).


 


8

















 


14.3                           The Executive shall disclose
to the Company any matters relating to his spouse or civil partner (or anyone
living as such), their children, stepchildren, parents or any trust or firm
whose affairs or actions he controls which, if they applied to the Executive,
would contravene clauses 14.1 or 14.2 to the extent that he has actual
knowledge of such matters.


 


15                                    INTELLECTUAL PROPERTY


 


15.1                           “Intellectual
Property Rights” means any patents, trade marks, service marks,
design rights, registered designs, applications for any of the foregoing,
copyright, database rights, know-how and other similar rights or obligations
whether registrable or not in any country.


 


15.2                           The parties agree that any
Intellectual Property Rights in any material or invention that the Executive
creates (or participates in creating) in the course of business (“Company IPR”) shall vest in the Company.


 


15.3                           The Executive hereby assigns
to the Company with full title guarantee and, when appropriate, by way of
future assignment, all his rights in the Company IPR for the full term thereof
throughout the world.  The Executive must
complete whatever documents or take whatever action the Company may request
from time to time, both during and after the termination of the Executive’s
employment, to obtain any applicable registrations and to confirm that all
Company IPR vests in the Company.


 


15.4                           The Executive waives all moral
rights (whether arising under Chapter IV of the Copyright, Designs and Patents
Act 1988 or otherwise, to the extent permissible under law) in works to which
clause 15.2 applies.


 


15.5                           The Executive hereby
irrevocably appoints the Company to be his attorney in his name and on his
behalf to execute and do any such instrument or thing and generally to use his
name for the purpose of giving to the Company or its nominee the full benefit
of this clause.


 


16                                    CONFIDENTIALITY


 


16.1                           Without prejudice to his
common law duties, the Executive shall not (save in the proper course of his
duties, as required by law or as authorised by the Company) use or communicate
to any person (and shall prevent the use or communication of) any trade or
business secrets or confidential information of or relating to any Group
Company (including but not limited to details of actual or potential customers,
employees, consultants, suppliers, designs, products, product applications,
trade arrangements, terms of business, customer requirements, operating
systems, sales information, marketing information or strategies, manufacturing
processes, software, disputes, commission or bonus arrangements, pricing and
fee arrangements and structures, business plans, financial information,
inventions, research and development activities, personal or sensitive personal
data and anything marked or treated as confidential) which he creates,
develops, receives or obtains while in the


 


9

















 


service of any Group Company.  This restriction shall continue to apply
after the termination of the Executive’s employment howsoever arising without
limit in time.


 


16.2                           Reference to confidential
information in this clause 16 shall not include information which is in the
public domain at the time of its disclosure or which comes into the public
domain after its disclosure otherwise than by reason of a breach of this
agreement, information which was already demonstrably known to the receiving
party at the date of disclosure and had not been received in confidence from
the Company or information which is required to be disclosed as a matter of
law.  It shall include information in the
public domain for so long as the Executive is in a position to use such
information more readily than others who have not worked for the Company.


 


16.3                           During his employment the
Executive shall not make (other than for the benefit of the Company) any record
(whether on paper, computer memory, disc or otherwise) relating to any matter
within the scope of the business of any Group Company or their customers and
suppliers or concerning its or their dealings or affairs or (either during his
employment or afterwards) use such records (or allow them to be used) other
than for the benefit of the relevant Group Company.  All such records (and any copies of them)
shall belong to the relevant Group Company and shall be handed over to the
People Director by the Executive on the termination of his employment or at any
time during his employment at the request of the Company.


 


16.4                           The Executive shall not during
his employment either directly or indirectly publish any opinion, fact or
material on any matter within the scope of the business of any Group Company
(whether confidential or not) without the prior written approval of the General
Counsel or Chief Executive Officer.


 


16.5                           Nothing in this clause shall
prevent the Executive from disclosing information which he is entitled to
disclose under the Public Interest Disclosure Act 1998 provided that the
disclosure is made in the appropriate way to an appropriate person having
regard to the provisions of the Act and he has first fully complied with the
Company’s procedures relating to such disclosures.


 


17                                    DATA PROTECTION


 


17.1                           In accordance with the Data
Protection Act 1998, the Group 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.  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. 
Such information will be treated confidentially and will only be
available to authorised persons.


 


17.2                           When dealing with data
relating to the Company’s business, the Executive is required to comply with
the Company’s Data Protection Policy as in effect from time to time, which can
be obtained from the Group Compliance Officer. In connection with any
litigation, investigation or government proceeding, the Executive may be
required to appear as a witness, be deposed and/or sign affidavits.  In addition, the Executive’s e-


 


10

















 


mail accounts used for any business purpose may be
subject to search, in accordance with applicable law.


 


18                                    DEDUCTIONS FROM SALARY


 


The
Company reserves the right at any time during the Executive’s employment, or on
termination of this Agreement to deduct from salary any overpayment made and/or
monies owed to the Company by the Executive. 
This includes but is not limited to:


 


·                  any excess holiday;


 


·                  outstanding loans;


 


·                  advances;


 


·                  relocation costs;


 


·                  monies owed to the Company in connection
with any Company car, including parking fines and any related administration
costs for which the Executive is responsible and which are incurred in a
vehicle provided by the Company (either company vehicle or hire car) whilst in
the Executive’s control; and


 


·                  the cost of repairing any damage or loss to
property provided by the Company.


 


This
clause will not apply to any sums or benefits due to the Executive by virtue of
the Executive’s membership of the Company Pension Plan.


 


19                                    HEALTH AND SAFETY


 


The
Company is committed to ensuring, so far as reasonably practicable, that the
workplace of every employee is safe, does not pose a risk to health and does
not cause damage to the environment.  The
Executive is therefore required to familiarise himself with the
responsibilities as outlined in the current Company’s Health and Safety Policy,
Environment Policy, Safety Standards booklet (NT PO90) and Safety Information
Sheets.  The current version is available
on the Group intranet site or can be obtained from the Health and Safety Group.


 


20                                    ENTITLEMENT TO WORK IN
THE UK


 


The
Executive’s employment is conditional upon the Executive being legally entitled
to live and work in the UK.  If the
Executive’s status changes and the Executive is no longer entitled to live or
work in the UK, the Executive’s employment will be terminated without notice or
payment in lieu of notice.


 


21                                    MONITORING


 


The
Executive acknowledges that the Company may monitor messages sent and received
via email, SMS, the Internet and voicemail systems to ensure that the


 


11

















 


Executive
is complying with the Company’s policy for use by its employees of these
systems.


 


22                                    TERMINATION OF
EMPLOYMENT


 


22.1                           The Company may at any time
and in its absolute discretion (whether or not any notice of termination has
been given by the Company or the Executive under clause 2 above) terminate
the Executive’s employment with immediate effect and make a payment in lieu of
notice.  This payment shall comprise the
Executive’s basic salary (at the rate payable when this option is exercised)
together with the following benefits to the extent that they would have been
paid during the notice period:


 


·                                          car allowance


 


·                                          company pension contributions (subject to
the Executive making his contribution)


 


·                                          premium equivalent to the private medical
monies paid by the Company


 


and
shall be subject to deductions for income tax and national insurance contributions
as appropriate (the “Payment in Lieu”).  The Executive will not, under any
circumstances, have any right to payment in lieu unless the Company has
exercised its option to pay in lieu of notice.


 


22.2                           The Company may pay any sums
due under this clause as one lump sum or in instalments over the period until
the date on which notice, if it had been served, would have expired.  If the Company chooses to pay in instalments
the Executive is obliged to seek alternative income over the relevant period
and to disclose the gross amount of any such income and any relevant ancillary
benefits to the Company.  The instalment
payments shall then be reduced by the amount of such income.


 


22.3                           The employment of the
Executive may be terminated by the Company without notice or payment in lieu of
notice if the Executive:


 


22.3.1                                   is guilty of any serious
misconduct (including but not limited to any such act set out within the
Company’s disciplinary policy from time to time or in any code of conduct) or
any other conduct which affects or is likely to affect prejudicially the
interests of any Group Company to which he is required to render services under
this Agreement;


 


22.3.2                                   fails or neglects efficiently
and diligently to discharge his duties or commits any serious or repeated
breach or non-observance by the Executive of any of the provisions contained in
this Agreement;


 


22.3.3                                   has an interim receiving order
made against him, becomes bankrupt or makes any composition or enters into any
deed of arrangement with his creditors;


 


12

















 


22.3.4                                   is convicted or charged with
any arrestable criminal offence (other than an offence under road traffic
legislation in the United Kingdom or elsewhere for which a fine or
non-custodial penalty is imposed);


 


22.3.5                                   is disqualified from holding
office in another company by reason of an order of a court of competent
jurisdiction;


 


22.3.6                                   shall become of unsound mind
or become a patient under the Mental Health Act 1983;


 


22.3.7                                   is convicted of an offence
under the Criminal Justice Act 1993 in relation to insider dealings or under
any other present or future statutory enactment or regulations relating to
insider dealings;


 


22.3.8                                   is in violation of the rules and
regulations of the U.S. Securities and Exchange Commission or relevant U.S.
securities laws, or the rules and regulations of the NASDAQ Exchange or
any other exchange on which any Group Company’s securities may be listed;


 


22.3.9                                   ceases to be a director of the
Company otherwise than at the request of the Company;


 


22.3.10                             is no longer legally entitled
to live and/or work in the UK;


 


22.3.11                             does anything (in the course
of his duties or otherwise) which (in the reasonable opinion of the Company)
does actually or might reasonably be expected to bring himself or any Group
Company into disrepute; and/or


 


22.3.12                             acts in a way which is in the
reasonable opinion of the Company materially adverse to the interests of the
Company.


 


22.4                           Any delay by the Company in
exercising such right to terminate shall not constitute a waiver thereof.


 


22.5                           Notwithstanding anything to
the contrary in this Agreement, the Company may assign the Executive’s
employment to Virgin Media Inc. (or its successor) or another Group Company reasonably
comparable or superior to the Company within the overall corporate structure
and such assignment will not constitute termination of employment hereunder and
the Executive agrees to execute any and all documents necessary or reasonable
to accomplish the foregoing.


 


23                                    SUSPENSION AND GARDEN LEAVE


 


23.1                           The Company may suspend the
Executive on full pay to allow the Company to investigate any complaint made
against the Executive in relation to his employment with the Company.


 


23.2                           Provided that the Executive
continues to enjoy his full contractual benefits and receive his pay in
accordance with this Agreement (provided, however, that


 


13

















 


consideration for a bonus under clause 7.4 and 7.5 is
at the discretion of the Compensation Committee), the Company may in its
absolute discretion do all or any of the following during the notice period or
any part of the notice period, after the Executive or the Company has given
notice of termination to the other, without breaching this Agreement or
incurring any liability or giving rise to any claim against it:


 


23.2.1                  exclude the Executive from the premises of
the Group;


 


23.2.2                  require the Executive to carry out only
specified duties (consistent with his status, role and experience) or to carry
out no duties;


 


23.2.3                  announce to any or all of its employees,
suppliers, customers and business partners that the Executive has been given
notice of termination or has resigned (as the case may be);


 


23.2.4                  prohibit the Executive from communicating
in any way with any or all of the suppliers, customers, business partners,
employees, agents or representatives of the Group until his employment has
terminated except to the extent he is authorised to do so by his manager in
writing;


 


23.2.5                  require the Executive to resign his
directorship of any Group Company; and/or


 


23.2.6                  require the Executive to comply with any
other reasonable conditions imposed by any Group Company.


 


The Executive will continue to be bound by
all obligations (whether express or implied) owed to the Company under the
terms of the Agreement or as an employee of the Company.


 


23.3                           The Executive will not,
without the prior written consent of the General Counsel or Chief Executive
Officer, be employed by or provide services to any other person, firm or organisation
whether paid or unpaid save as previously permitted during the notice period.


 


24                                    TERMINATION AND RETURN
OF COMPANY PROPERTY


 


24.1                           Upon the termination of this
Agreement by whatever means the Executive shall:


 


24.1.1                  immediately resign from his office as a
director of the Company and from such offices held by him in any Group Company
without claim for compensation; and


 


24.1.2                  immediately deliver to the Company all
credit cards, keys, computer media and other property, in whatever form, of or
relating to the business of any  Group
Company which may be in his possession or under his power or control.


 


14

















 


24.2                           If the Executive fails to
comply with clause 24.1.1 above the Company is hereby irrevocably authorised
to appoint some person in his name and on his behalf to sign and complete any
documents or do any thing necessary to give effect to this clause.


 


24.3                           The Executive shall not,
without the consent of the General Counsel or Chief Executive Officer at any
time after the termination of this Agreement represent himself still to be
connected with any Group Company.


 


25                                    RECONSTRUCTION OR
AMALGAMATION


 


If the employment of the Executive under
this Agreement is terminated by reason of the liquidation of the Company for
the purpose of reconstruction or amalgamation and the Executive is offered
employment with any concern or undertaking resulting from the reconstruction or
amalgamation on terms and conditions not less favourable than the terms of this
Agreement then the Executive shall have no claim against any Group Company in
respect of the termination of his employment under this Agreement.


 


26                                    RESTRICTIONS AFTER
EMPLOYMENT


 


26.1                           Definitions


 


In this clause the following words shall
have the following meanings:


 


“Area”


 


the area constituting the market of any
Relevant Group Company for the Services and the Products in the period of 12
months  prior to the Termination Date and
with which area the Executive was materially concerned at any time during the
said period of 12 months;


 


“Customer”


 


any Person to whom any Relevant Group
Company supplied  the Services  and the Products for business use during the
12 months preceding the Termination Date and with whom at any time during such
period the Executive was materially concerned or had personal contact in the
course of his employment;


 


“Key
Employee”


 


any person who immediately prior to the
Termination Date was an employee or consultant of any Relevant Group Company
occupying a senior or managerial position who was likely to be:


 


(i)                                     in possession of confidential
information belonging to any Relevant Group Company; or


 


(ii)                                  able to influence the customer
relationships or trade connections of any Relevant Group Company,


 


15

















 


with whom the Executive worked closely at
any time during the period of 12 months prior to the Termination Date;


 


“Person”


 


includes any
company, firm, organisation or other entity;


 


“Products”


 


products which are
competitive with those supplied by any Relevant Group Company in the 12 months
prior to the Termination Date and with the supply of which the Executive was
materially concerned at any time during the said 12 months;


 


“Prospective
Customer”


 


any Person with whom any Relevant Group
Company had negotiations or discussions regarding the possible supply of the
Services and or the Products for business use during the 12 months immediately
preceding the Termination Date and with whom at any time during such period the
Executive was materially concerned or had personal contact in the course of his
employment;


 


“Relevant Group Company”


 


any Group Company (and,
if applicable, its predecessors in business) for which the Executive performed
services or in which he held office at any time during the 12 months prior to
the Termination Date;


 


“Services”


 


services which are
competitive with those supplied by any Relevant Group Company in the 12 months  prior to the Termination Date and
with the supply of which the Executive was materially concerned at any time during
the said 12 months  period;


 


“Supplier”


 


any Person who was a
supplier of services or goods to the Relevant Group Company in connection with
business use for the operation of the business (as opposed to the
administrative support of such operation) in the 12 months  prior to the Termination Date and
with which the Executive was materially concerned or had personal contact at
any time during the said 12 months  period; and


 


“Termination
Date”


 


the date on which the employment
terminates.


 


26.2                           The Executive covenants to the
Company (for itself and as trustee for each Group Company) that:


 


16

















 


26.2.1                  Non-competition


 


the Executive shall not for a period of 12
months from the Termination Date in the Area and in competition with any
Relevant Group Company directly or indirectly be engaged, interested or
concerned:


 


(a)                                  in any business which provides
the Products and the Services; and


 


(b)                                 with the supply of the
Products and the Services to any Customer or Prospective Customer.


 


For this purpose, the Executive is
concerned in a business if:


 


(i)                                     he carries it on as principal
or agent; or


 


(ii)                                  he is a partner, director,
employee, secondee, consultant or agent in, of or to any Person who carries on
the business; or


 


(iii)                               subject to clause 14
above, he has any direct or indirect financial interest (as shareholder or
otherwise) in any Person who carries on the business.


 


26.2.2                  Non-solicitation


 


the Executive shall not for a period of 12
months from the Termination Date and in competition with any Relevant Group
Company directly or indirectly:


 


(a)                                  canvass or solicit business
from, approach or endeavour to entice away any Customer or Prospective Customer
in respect of the supply of the Products and the Services;


 


(b)                                 seek to do business or deal
with any Customer or Prospective Customer in the Area in respect of the supply
of the Products and the Services;


 


(c)                                  canvass or solicit business
from, make an approach to or endeavour to entice away any Supplier of any
Relevant Group Company;


 


(d)                                 accept employment with or act
as consultant for any Customer or Prospective Customer.


 


26.2.3                  Non-poaching


 


the Executive shall not for a period of 12
months after the Termination Date solicit the employment or engagement of any
Key Employee in a business which is in competition with any Relevant Group
Company (whether or not such person would breach their contract of employment
or engagement by reason of their leaving the service of the business in which
they work).


 


17














 


	
  26.3

  	
  The
  restrictions in this clause are considered by the parties to be reasonable
  and the validity of each sub-clause shall not be affected if any of the
  others is invalid. If any of the restrictions are void but would be valid if
  some part of the restriction were deleted, the restriction in question shall
  apply with such modification as may be necessary to make it valid.

  
	
   

  	
   

  
	
  26.4

  	
  The
  Executive acknowledges that the provisions of this clause are no more
  extensive than is reasonable to protect the Relevant Group Company.

  
	
   

  	
   

  
	
  26.5

  	
  If
  the Executive is suspended from work under the provisions of clause 23.1 or
  sent on Garden Leave under clause 23.2, the Company may, at its sole
  discretion, agree that the period of time during which the non-competition
  restriction contained in clause 26.2.1 is enforceable, starts to run
  from the date of the suspension or date when the Executive was sent on Garden
  Leave, and not from the Termination Date.

  
	
   

  	
   

  
	
  26.6

  	
  The
  Executive acknowledges that each and every restriction contained within this
  clause is intended by the parties to apply after the Termination Date whether
  termination is lawful or otherwise. The restrictions, which are acknowledged
  to be ancillary in nature, will apply even where the termination results from
  a breach of a provision within this Agreement.

  
	
   

  	
   

  
	
  26.7

  	
  The
  Executive will (at the request and cost of the Company) enter into a direct
  agreement with any Group Company under which he will accept restrictions
  corresponding to the restrictions contained in this clause (or such as will
  be appropriate in the circumstances) in relation to such Group Company.

  
	
   

  	
   

  
	
  27

  	
  SEVERABILITY

  
	
   

  	
   

  
	
   

  	
  If
  any of the provisions of this Agreement become invalid or unenforceable for
  any reason by virtue of applicable law the remaining provisions shall
  continue in full force and effect and the Company and the Executive hereby
  undertake to use all reasonable endeavours to replace any legally invalid or
  unenforceable provision with a provision which will promise to the parties
  (as far as practicable) the same commercial results as were intended or
  contemplated by the original provision.

  
	
   

  	
   

  
	
  28

  	
  THIRD PARTIES

  
	
   

  	
   

  
	
  28.1

  	
  any Group Company shall have the right to enforce
  the provisions of this Agreement pursuant to the Contracts (Rights of Third
  Parties) Act 1999.

  
	
   

  	
   

  
	
  28.2

  	
  save as provided in clause 28.1 above, a person
  who is not a party to this Agreement shall have no right under the Contracts
  (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

  
	
   

  	
   

  
	
  29

  	
  NOTICES

  
	
   

  	
   

  
	
  29.1

  	
  Any notice required or permitted to be
  given under this Agreement shall be given in writing delivered personally or
  sent by first class post pre-paid recorded delivery (air mail if overseas) or
  overnight courier or by facsimile to the party due to receive such

  



 


18

















 


	
   

  	
  notice,
  in the case of the Company, to: Virgin Media Limited, Media House, Bartley
  Wood Business Park, Hook, Hampshire, RG27 9UP and marked for the attention of
  the Chief People Officer with a copy to the General Counsel at the same
  address and, in the case of the Executive, such address as he may have
  notified to the Company in accordance with this clause or such address as may
  be included in the Group’s payroll system.

  
	
   

  	
   

  
	
  29.2

  	
  Any
  notice delivered personally or by overnight courier shall be deemed to be
  received when delivered to the address provided in this Agreement and any
  notice sent by pre-paid recorded delivery post shall be deemed (in the
  absence of evidence of earlier receipt) to be received 2 days after posting
  and in proving the time of despatch it shall be sufficient to show that the
  envelope containing such notice was properly addressed, stamped and posted. A
  notice sent by facsimile shall be deemed to have been received on receipt by
  the sender of confirmation in the transmission report that the facsimile had
  been sent.

  
	
   

  	
   

  
	
  30

  	
  STATUTORY INFORMATION

  
	
   

  	
   

  
	
   

  	
  Schedule
  2 to this Agreement sets out information required to be given to the
  Executive by the Employment Rights Act 1996.

  
	
   

  	
   

  
	
  31

  	
  MISCELLANEOUS

  
	
   

  	
   

  
	
  31.1

  	
  This
  Agreement is governed by and shall be construed in accordance with the laws
  of England and Wales.

  
	
   

  	
   

  
	
  31.2

  	
  The
  parties to this Agreement submit to the exclusive jurisdiction of the English
  courts.

  
	
   

  	
   

  
	
  31.3

  	
  This
  Agreement contains the entire understanding between the parties and
  supersedes all previous agreements and arrangements (if any) relating to the
  employment of the Executive by the Company (which shall be deemed to have
  been terminated by mutual consent).

  
	
   

  	
   

  
	
  31.4

  	
  This
  Agreement may be executed by counterparts, which together shall constitute
  one agreement. Either party may enter into this Agreement, by executing a
  counterpart and this Agreement shall not take effect until it has been
  executed by both parties. Delivery of an executed counterpart of a signature
  page by facsimile shall take effect as delivery of an executed
  counterpart of this Agreement provided that the relevant party shall give the
  other the original of such page as soon as reasonably practicable thereafter.

  
	
   

  	
   

  
	
  32

  	
  CHANGES TO TERMS AND CONDITIONS

  
	
   

  	
   

  
	
   

  	
  The Company
  reserves the right to amend the Executive’s terms set out within this
  Agreement and policies from time to time. The Executive will be given not
  less than four weeks notice of any such change. The Executive will be deemed
  to have 

  



 


19

















 


	
   

  	
  accepted
  these changes should the Company have received no objection before the end of
  the four week period

  



 


20





















 


SCHEDULE 1


 


Statement of Particulars Pursuant to the
Employment Rights Act 1996


 


	
  1

  	
  The
  Executive’s period of continuous employment commenced on 17th March 2008.

  
	
   

  	
   

  
	
  2

  	
  The
  Executive will be contracted into the Second State Pension unless the
  Executive opts to contract out.

  
	
   

  	
   

  
	
  3

  	
  The
  Company’s policies and procedures on disciplinary and grievance matters are
  available on the Company’s intranet and/or from HR (insofar as they are not
  varied by this Agreement). The policies constitute Company guidelines and do
  not form any part of the Service Agreement. Any grievance which the Executive
  wishes to exercise should be raised in writing with the Chief Executive
  Officer unless the grievance involves the Chief Executive Officer in which
  case the grievance should be raised in writing in the first instance with the
  Chief People Officer. Any disciplinary action taken by the Company will be
  dealt with by the Chief Executive Officer or such other person as may be
  directed by the Chief People Officer. The Company reserves the right to substitute
  persons at a senior level within the Company to conduct any aspect of the
  disciplinary or grievance procedure should it be appropriate. If the
  Executive is dissatisfied with any disciplinary decision or any decision to
  dismiss him, he can within five (5) working days of that decision appeal
  to the Company (unless the Executive is notified in any separate
  communication of the person to whom he may appeal) whose decision shall be
  final and binding.

  
	
   

  	
   

  
	
  4

  	
  The
  Executive may be required to work overseas for periods when reasonably
  required. In such circumstances, the terms of the International Assignment
  Policy will apply which is available from the Company upon request.

  
	
   

  	
   

  
	
  5

  	
  The Company
  is not a party to any collective agreement which affects the Executive’s
  employment.

  



 


21

















 


SCHEDULE 2


 


Certificate of Compliance


 


I have
read and understand the Code of Conduct and have complied and will continue to
comply with it (together with any other Codes or policies that may apply to my
role from time to time).  I have not
acted in any way contrary to the best interests of the Company.  Any exceptions to the Code of Conduct (and
any other policies) and disclosures required by the Code and such policies are
set forth below:


 


I will
promptly report the details of any future non-compliance with the
above-mentioned Code (and any associated policies) to my immediate manager so
that its extent and significance can be considered.


 


 


	
  Dated:

  	
  10
  July 2009

  
	
   

  	
   

  
	
  Signed:

  	
  /s/
  Andrew Barron

  	
   

  
	
   

  	
   

  
	
   

  	
  Andrew Barron

  



 


22

















 


IN WITNESS whereof this
document has been executed and delivered on the date first before written.


 


 


	
  SIGNED and DELIVERED as a DEED by 

  	
  }

  	
   

  
	
  VIRGIN MEDIA LIMITED
  acting by

  	
  }

  	
   

  
	
   

  	
  }

  	
   

  
	
   

  	
  }

  	
   

  	
  /s/ Elisa Nardi

  
	
  in the presence of :-

  	
  }

  	
   

  	
   

  
	
   

  	
  }

  	
   

  	
  Director /
  Authorised Attorney

  



 


 


	
  Signed

  	
  /s/ Angie Hill

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name

  	
  Angie Hill

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Address

  	
  Virgin Media

  
	
   

  	
  Media House

  
	
   

  	
  Bartley Wood Business Park

  
	
   

  	
  Hook, Hampshire RG27 9UP

  
	
   

  	
   

  
	
  Occupation

  	
  P.A.

  



 


23

















 


	
  Signed as a Deed by Andrew
  Barron in the presence of:

  	
   

  	
   

  	
  /s/ Andrew Barron

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Andrew Barron

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness signature:

  	
   

  	
  /s/  F.
  Hillman

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  F. Hillman

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  [Intentionally Omitted]

  
	
   

  	
   

  	
   

  
	
  Occupation:

  	
   

  	
  Personal Assistant

  



 


24