Exhibit 10.13


 


 


DATED
31 JULY 2009


 


 


VIRGIN MEDIA LIMITED


 


 


and


 


 


Robert Gale


 


 






 


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

  	
  5

  
	
  10

  	
  COMPANY CAR/CAR ALLOWANCE

  	
  6

  
	
  11

  	
  EXPENSES

  	
  7

  
	
  12

  	
  ANNUAL LEAVE

  	
  7

  
	
  13

  	
  ILLNESS

  	
  7

  
	
  14

  	
  RESTRICTIONS DURING EMPLOYMENT

  	
  8

  
	
  15

  	
  INTELLECTUAL PROPERTY

  	
  8

  
	
  16

  	
  CONFIDENTIALITY

  	
  9

  
	
  17

  	
  DATA PROTECTION

  	
  10

  
	
  18

  	
  DEDUCTIONS FROM SALARY

  	
  10

  
	
  19

  	
  HEALTH AND SALARY

  	
  11

  
	
  20

  	
  ENTITLEMENT TO WORK IN THE UK

  	
  11

  
	
  21

  	
  MONITORING

  	
  11

  
	
  22

  	
  TERMINATION OF EMPLOYMENT

  	
  11

  
	
  23

  	
  SUSPENSION

  	
  13

  
	
  24

  	
  TERMINATION AND RETURN OF COMPANY PROPERTY

  	
  14

  
	
  25

  	
  RECONSTRUCTION OR AMALGAMATION

  	
  14

  
	
  26

  	
  RESTRICTIONS

  	
  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 Statement of Particulars Pursuant To The
  Employment Rights Act 1996

  	
  20

  
	
  SCHEDULE 2

  	
  21

  



 


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THIS DEED is made on 31 July 2009 BETWEEN:


 


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


 


(2)           Robert Gale (the
“Executive”).


 


RECITAL


 


The Company shall employ the Executive and
the Executive shall serve the Company as Executive Director Control
and Tax and Vice
President, Controller and Principal Accounting Officer for Virgin Media Inc.  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.


 


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2              TERM OF EMPLOYMENT


 


2.1           The employment of the Executive shall be
deemed to have commenced on 5th January 1998
and (subject to termination as provided below) shall be for an indefinite
period terminable by the Company giving to the Executive 12 months notice in
writing or the Executive giving to the Company six 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 Financial Officer  may from time
to time properly assign to him in his capacity as Executive Director Control
and Tax 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        do all in his power to promote, develop and
protect the business of  any Group
company and at all times and in all respects conform to and comply with the
proper and reasonable directions and regulations of the Group;


 


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


 


3.1.4        faithfully and diligently serve the Group;


 


3.1.5        act in the best interests of the Group;


 


3.1.6        comply with his fiduciary duties;


 


3.1.7        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


 


3.1.8        report the wrongdoing (including acts of
misconduct, dishonesty, breaches of contract, fiduciary duty, company rules or
the rules of the relevant regulatory 


 


2

















 


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. 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 the People Team or via the Group Risk and the People Team
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, 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.


 


3

















 


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 Schedule2.  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 one hundred and eighty-seven thousand and two hundred
pounds (£187,200) 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 last working day 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 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.


 


4

















 


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 contributes in accordance with rules of the Pension
Plan and any prevailing Company limits, 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 the People Team or may be available on
the Group intranet site.


 


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


 


5














 


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 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


 


9.1.4        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.


 


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
£900 gross per month payable monthly in arrears (£10,800 annually), together
with


 


6

















 


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 the People Team.


 


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).


 


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 the People Team.


 


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 the People Team.


 


7

















 


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”).


 


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.


 


8

















 


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 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)


 


9

















 


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 Chief People Officer 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-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;


 


10

















 


·      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 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)


 


11

















 


·      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;


 


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


 


12

















 


 


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 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);


 


13

















 


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.


 


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.


 


14














 


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 six
months prior to the Termination Date and with which area the Executive was
materially concerned at any time during the said period of six months;


 


“Customer”


 


any Person to whom any Relevant Group
Company supplied the Services and the Products for business use during the six
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,


 


with whom the Executive worked closely at
any time during the period of 6 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 month period;


 


“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


 


15

















 


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 month 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 month 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:


 


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


 


16

















 


(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).


 


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


 


17

















 


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 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.


 


18

















 


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


 


19





















 


SCHEDULE 1


 


Statement of Particulars Pursuant to the
Employment Rights Act 1996


 


1             The Executive’s period of continuous
employment commenced on 5th January 1998.


 


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 the People Team (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.


 


20

















 


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:

  	
  31
  July 2009

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed:

  	
  /s/
  Robert Gale

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Robert
  Gale

  	
   

  



 


21

















 


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.

  	
   

  	
   

  	
   

  



 


22

















 


	
  Signed
  as a Deed by Robert Gale

  	
   

  	
   

  	
  /s/  Robert Gale

  
	
  in
  the presence of:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Robert Gale

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  The Executive

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  signature:

  	
   

  	
  /s/  Eric Krickhan

  
	
  Name:

  	
   

  	
  Eric
  Krickhan

  
	
  Address:

  	
   

  	
  [Intentionally
  Omitted]

  
	
  Occupation:

  	
   

  	
  Chartered
  Accountant

  



 


23