Exhibit 10.12


 


VIRGIN MEDIA INC.


909
Third Avenue


New
York, New York 10022


 


July 31,
2009


 


Mr. Mark
Schweitzer


[Address Intentionally Omitted]


 


Reference is
made to the employment agreement, dated as of September 18, 2007, between
you and Virgin Media Inc., as amended (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)(i) 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 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 calendar year (the “Annual
Bonus”).  The Executive shall be
entitled to participate in the Company’s 2008/2010 Long Term Incentive Plan
(LTIP), as may be amended from time to time. The LTIP is a discretionary
Company scheme.  The Executive may elect
to receive all or any portion of the cash bonus or cash LTIP payment, if any,
in U.S. dollars, subject to the Company’s Exchange Rate Policy in effect from
time to time.


 


(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” or “annual cash bonus” shall be replaced with the terms “Annual
Bonus” or “annual bonus”, respectively.


 


2.                     Release Agreement


 


Appendix C 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.


 


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/
  Bryan H Hall

  
	
   

  	
  Name:

  	
  Bryan H Hall

  
	
   

  	
  Title:

  	
  Secretary
  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGREED &
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   /s/
  Mark Schweitzer

  
	
   

  	
  Mark
  Schweitzer

  



 


2

















 


Exhibit A


 


Release
Agreement


 


WHEREAS, Mark Schweitzer (the “Executive”) was
employed by Virgin Media Inc. (the “Company”) as its Chief Commercial
Officer pursuant to an Employment Agreement, dated as of September 18,
2007, 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.


 


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.


 


3

















 


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 9 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 £250 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.


 


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.


 


4

















 


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.

  
	
   

  	
   

  	
   

  
	
  Mark
  Schweitzer

  	
   

  	
  Name:

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Title:

  	
   

  
					



 


5

















 


APPENDIX 1


 


INDEPENDENT ADVISER’S
CERTIFICATE


 


I, [               ], certify that Mark Schweitzer
(“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:


 


6