Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


THIS AGREEMENT (the “Agreement”) is made as of December 18,
2008, by and between Virgin Media Inc., a Delaware corporation (the “Company”),
and Jerry V. Elliott (the “Executive”).


 


WHEREAS, the Company wishes to employ the Executive as Chief Financial
Officer reporting directly to the Chief Executive Officer, effective as of January 5,
2009 (the “Effective Date”),


 


WHEREAS, the Executive wishes to accept such employment and to render
services to the Company on the terms and conditions set forth herein.


 


NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


 


1.                                     Effectiveness.  This Agreement shall be effective as of the
Effective Date.


 


2.                                     Employment
Term.


 


(a)                                  The
term of the Executive’s employment pursuant to this Agreement (the “Employment
Term”) shall commence as of the Effective Date and shall end on December 31,
2013, unless the Employment Term terminates earlier pursuant to Section 6
of this Agreement.  The Employment Term
may be extended by mutual agreement of the Company and the Executive.


 

















 


(b)                                 Title;
Duties.  During the Employment Term,
the Executive shall serve as Chief Financial Officer of the Company reporting
directly to the Chief Executive Officer, and shall perform such duties,
services and responsibilities as are reasonably requested from time to time by
the Chief Executive Officer and the Board of Directors and normal and customary
for this position. During the Employment Term, the Executive shall be based in
the United Kingdom, but shall undertake such overseas travel as is necessary
for the proper performance of his duties hereunder.


 


During the Employment Term, the Executive shall devote substantially
all of his time to the performance of the Executive’s duties hereunder.  During the Employment Term, the Executive
will not, without the prior written approval of the Chief Executive Officer or
General Counsel of the Company, engage in any other business activity which
interferes in any material respect with the performance of the Executive’s
duties hereunder or which is in violation of written policies established from
time to time by the Company; provided that the Executive may continue to
serve as a director on the board of Spine Wave, Inc., a privately held
company. Nothing contained in this Agreement shall preclude the Executive from
devoting a reasonable amount of time and attention during the Employment Term
to (i) serving, with the prior approval of the Chief Executive Officer or
the General Counsel of the Company, as a director, trustee or member of a
committee of any not-for-profit organization; (ii) serving on the board of
directors of Spine Wave, Inc. and no more than one other for-profit
company, subject, however, to the Executive giving prior notification to the
Chief Executive Officer of the Company and obtaining the consent of the Chief
Executive Officer or General Counsel of the Company as to the identity of the
company; (iii) engaging in charitable and community activities; and (iv) managing
personal and family investments and affairs, so long as any activities of the
Executive which are 


 

















 


within the scope of clauses (i) to (iv) of this Section 2(b) do
not interfere in any material respect with the performance of the Executive’s
duties hereunder.


 


3.                                       Monetary
Remuneration.


 


(a)                                  Salary.  During the Employment Term, in consideration
of the performance by the Executive of the Executive’s obligations hereunder to
the Company and its parents, subsidiaries, affiliates and joint ventures
(collectively, the “Company Affiliated Group”) in any capacity
(including any services as an officer, director, employee, member of any Board
committee or management committee or otherwise), the Company shall pay to the
Executive an annual salary of £325,000 from the Effective Date until the
expiration date (the “Base Amount”). 
The Executive shall also receive (i) a supplemental housing stipend
of £125,000 per year, at the initial election of the Executive, to be paid
directly to the Executive in cash (“paid in cash”) or directly to the landlord
(“paid in kind”) (the “Housing Stipend”) and (ii) an up to
£8,000pcm of expat housing allowance as described in Appendix B; provided,
that, no more than £125,000 may be paid in cash in any full calendar year.  The term “Base Salary” means £450,000,
representing the Housing Stipend and the Base Amount; the Company may not
reduce the Base Salary, but it shall be subject to annual salary reviews which
may result in salary increases. The Base Amount and any Housing Stipend paid in
cash shall be payable in accordance with the normal payroll practices of the
Company in effect from time to time for senior management generally; provided,
that the Executive may elect to receive all or any portion of the Base Salary
in U.S. dollars, subject to the Company’s Exchange Rate Policy in effect from
time to time. If the Executive provides services to members of the Company
Affiliated Group other than the Company, no additional compensation shall be
paid by any such member to the Executive, and any compensation for such
services (if any) shall be paid to the Company.


 

















 


(b)                                 Annual
Cash Bonus/Other.


 


(i)                                     During each fiscal
year of the Company that the Employment Term is in effect, the Executive shall
be eligible to earn a cash bonus in the sole discretion of the Board pursuant
to the terms of the Company’s Executive Bonus Scheme in the expected range of
0% to 200% (100% on-target) of the Base Salary (the “Annual Cash Bonus”);
the Executive shall be entitled to participate (at his full Base Salary) in the
Company’s 2009 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 Annual 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.


 


(ii)                                  During the Employment Term, the
Executive shall be eligible to receive restricted stock and options to purchase
common stock of the Company in addition to the options described in Appendix
A at such exercise prices, schedules as to exercisability and other terms
and conditions as may be determined in the sole discretion of the Board of
Directors or its Compensation Committee under the Virgin Media Inc. 2006 Stock
Incentive Plan (or any other applicable equity plan of the Company as
determined by the General Counsel).


 


4.                                       Benefits.


 


(a)                                  General.
During the Employment Term, the Executive shall be entitled to participate in
those employee benefit plans, programs, policies and arrangements (including
fringe benefit and executive perquisite programs and policies) set forth on Appendix
B in accordance with the terms thereof as they may be in effect from time
to time.


 

















 


(b)                                 Reimbursement
of Expenses.  During the Employment
Term, the Company shall reimburse the Executive for all reasonable business
expenses incurred by the Executive in carrying out the Executive’s duties, services
and responsibilities under this Agreement, so long as the Executive complies
with the general procedures of the Company for submission of expense reports,
receipts or similar documentation of such expenses applicable to senior
management generally.


 


5.                                       Annual
Leave.  For each whole and partial
calendar year during the Employment Term, the Executive shall be entitled to no
less than 25 days of paid vacation (prorated from the Effective Date and for
any partial calendar year), to be credited and taken in accordance with the
Company’s policy as in effect from time to time.


 


6.                                       Termination.


 


(a)                                  Termination
of Employment. The Company may terminate the employment of the Executive in
a Termination Without Cause upon 30 days’ written notice to the Executive.  The Company may (at its discretion) at any
time following the giving of such notice (but not exceeding the length of the
notice given) cease to provide work for the Executive in which event during
such notice period the other provisions of this Agreement shall continue to
have full force and effect but the Executive shall not be entitled to access to
any premises of the Company or any member of the Company Affiliated Group.  In addition, the employment of the Executive
shall automatically terminate as of the date on which the Executive dies or is
Disabled.  For the purposes of this
Agreement, the Executive shall be “Disabled” as of any date if, as of
such date, the Executive has been unable, due to physical or mental incapacity,
to substantially perform the Executive’s duties, services and responsibilities
hereunder either for a period of at 


 

















 


least 180 consecutive days or
for at least 270 days in any consecutive 365-day period, whichever may be
applicable.  Upon termination of the
Executive’s employment during the Employment Term because the Executive dies or
is Disabled, the Company shall cause the Executive (or the Executive’s estate,
if applicable) to be provided with death or disability benefits (as applicable)
pursuant to the plans, programs, policies and arrangements of the Company
Affiliated Group as are then in effect with respect to senior managers; provided
that at a minimum the Executive (or his beneficiaries) shall reasonably
promptly (but no less than 90 days) receive a lump-sum payment equal to two
times Base Salary.  In addition, upon any
termination of the Executive’s employment under Sections 6(a), (b) and (c) during
the Employment Term, the Company shall cause the Executive to be paid any
earned but unpaid portion of the Base Salary and consistent with the Company’s
bonus policy, the Annual Cash Bonus, if any. (The Company’s bonus policy may
affect the timing of any payment, establish a proration factor and may provide
for non payment of the bonus.) 
Immediately following termination of the Executive’s employment for any
reason, the Employment Term shall terminate.


 


(b)                                 Termination
Without Cause; Constructive Termination Without Cause.  Upon a Termination Without Cause or a
Constructive Termination Without Cause, the Company shall, as soon as
practicable (but not less than 30 days) following the Executive’s execution and
delivery to the Company of the general release of claims set forth in Section 6(f) and,
following the expiration of any applicable revocation period, cause the
Executive to be paid a lump-sum severance payment of cash equal to the
Severance Amount. The term “Severance Amount” means an amount equal to:


 


(i)                                     for
the period from the Effective Date to and including January 5, 2011, two
times Base Salary; and


 

















 


(ii)                                  for
the period from January 6, 2011 to and including December 31, 2013,
one times Base Salary;


 


provided, that the
Severance Amount shall be subject to offset for any Housing Stipend if the
Company has secured a premium lease of housing on behalf of the Executive which
is then in effect, the Executive has elected to receive all or part of the
Housing Stipend in kind and the termination date is earlier than the expiration
of the premium lease; in such event, the Severance Amount shall be reduced by
an aggregate amount equal to (x) the annual Housing Stipend payable in
kind times (y) the quotient obtained by dividing (I) the number of
days remaining in the lease term (not to exceed 183 days) by (II) 365; and
provided  further, that in the event the Termination Without Cause
or Constructive Termination Without Cause has occurred in connection with a
Change in Control (as defined under clause (C) of the definition of
Constructive Termination Without Cause), then the Severance Amount shall be two
times Base Salary without any offset for the Housing Stipend.


 


(c)                                  Termination
upon Non-Renewal of the Employment Term. Unless the parties hereto agree
otherwise in writing, the Employment Term and the Executive’s employment with
the Company shall end on December 31, 2013.  At least one year prior to the end of the
Employment Term, the parties shall attempt to determine whether the Employment
Term should be extended. If the Company determines not to extend the Employment
Term at this time, it shall provide written notice thereof no later then December 31,
2012 (a “Non-Renewal Notice”); in the event that the Company does not
provide such one year advance written notice and the parties do not renew the
Employment Term thereafter, then following the completion of the Employment
Term on December 31, 2013 (provided that the Executive remains in
the Company employ until such time), the Company shall, as soon as practicable
following the 


 

















 


Executive’s
execution and delivery to the Company of the general release set forth in Section 6(f) and
following the expiration of any applicable revocation period, cause the
Executive to be paid a lump-sum severance payment of cash equal to one times
Base Salary.  Upon expiration of the
Employment Term due to non-renewal of this Agreement by the Executive or by the
Company having provided a Non-Renewal Notice, the Executive shall be entitled
to earned but unpaid Base Salary and benefits through the date of termination.


 


(d)                                 Other.
Upon any termination of the Executive’s employment during the Employment Term
other than by the Company for Cause, the Company shall pay for the continued
medical benefits for the Executive and his family under (and in accordance with
the terms of) COBRA for a period of one year following such termination or if
earlier, until the Executive has obtained any subsequent employment; for the
avoidance of doubt this provision applies upon a termination pursuant to Section 7(c)
hereof. The Executive shall pay for the remaining COBRA entitlement period.


 


The severance
payments described above shall be in lieu and inclusive of any salary and other
benefits which would be payable to the Executive in respect of any statutory
notice period in the UK.


 


Upon
termination of the Executive’s employment during the Employment Term by the
Company for Cause or by the Executive with not less than six months’ written
notice given to the Company (other than a Constructive Termination Without
Cause), the Executive shall be entitled to earned but unpaid Base Salary and
benefits through the date of termination.


 

















 


For purposes
of this Agreement:


 


(i)         A
“Constructive Termination Without Cause” means a termination of the
Executive’s employment during the Employment Term by the Executive following
the occurrence of any of the following events without the Executive’s prior
consent which has not been cured as set forth below: (A) any material
adverse diminution in the Executive’s responsibilities or authorities; (B) assignment
to the Executive of duties that are inconsistent, in a material respect, with
the scope of duties and responsibilities generally relevant or associated with
his position; (C) a Change in Control occurs and the Executive is
terminated in a Termination Without Cause during the period commencing on the
date of the Change in Control and ending on the first anniversary thereof; or (D)
a material breach of this Agreement by the Company.  For purposes of this Agreement, a “Change in
Control” is defined in Appendix D, and incorporated by reference. The
Executive shall give the Company 10 days’ written notice of the Executive’s
intention to terminate the Executive’s employment and claim that a Constructive
Termination Without Cause (as defined in (A), (B) or (C) above) has
occurred, and such notice shall describe the facts and circumstances in support
of such claim in reasonable detail.  The
Company shall have 10 days thereafter to cure such facts and circumstances if
possible.  With respect to clause (D) above,
the Executive shall give the Company 30 days’ written notice of the Executive’s
intention to terminate the Executive’s employment due to material breach of
this Agreement by the Company (such notice shall describe the facts and
circumstances in support of such claim in reasonable detail) and the Company
shall have 30 days thereafter to cure such facts and circumstances if possible.


 


(ii)      A “Termination
Without Cause” means a termination of the Executive’s employment during the
Employment Term by the Company other than for Cause.


 
















 


(iii)             “Cause”
means (x) the Executive is convicted of, or pleads guilty or nolo
contendere to, a felony or to any crime involving fraud, embezzlement or
breach of trust; (y) the willful or continued failure of the Executive to
perform the Executive’s duties hereunder (other than as a result of physical or
mental illness); or (z) in carrying out the Executive’s duties hereunder,
the Executive has engaged in conduct that constitutes gross neglect or willful
misconduct, unless the Executive believed in good faith that such conduct was
in, or not opposed to, the best interests of the Company and each member of the
Company Affiliated Group.  The Company
shall give the Executive 10 days’ notice of the Company’s intention to
terminate the Executive’s employment and claim that facts and circumstances
constituting Cause exist, and such notice shall describe the facts and
circumstances in support of such claim. 
The Executive shall have 10 days thereafter to cure such facts and
circumstances if possible.  If the Chief
Executive Officer reasonably concludes that the Executive has not cured such
facts or circumstances within such time, Cause shall not be deemed to have been
established unless and until the Executive has received a hearing before the
Chief Executive Officer (if promptly requested by the Executive) and the Chief
Executive Officer within 10 days of the date of such hearing (if so requested)
reasonably confirms the existence of Cause and the termination of the Executive
therefore.


 


(e)           Effect of Section 409A of the
Internal Revenue Code.  If the
Executive is a “specified employee” on the date of termination of the Executive’s
employment for purposes of Section 409A of the Internal Revenue Code of
1986, as amended, and the regulations there under, notwithstanding any
provision of the Agreement relating to the timing of payments to the Executive
hereunder, if Section 409A would cause the imposition of the additional
tax under Section 409A if paid as provided in Section 6 of the
Agreement, then as much of the severance 


 

















 


payment as may be paid without the imposition of the additional tax
shall be paid in a lump sum as aforesaid, and any remaining portion of the
severance payment shall be paid upon the day following the six-month
anniversary of the date of termination. For purposes of this Agreement, “Specified
Employee” shall mean a “specified employee” within the meaning of Code
section 409A(a)(2)(B)(i), as determined by the Company’s Compensation
Committee.


 


(f)            Release; Full Satisfaction.
Notwithstanding any other provision of this Agreement, no notice or severance
pay shall become payable under this Agreement unless and until the Executive
executes a general release of claims in form and manner reasonably satisfactory
to the Company and substantially similar to Appendix C, and such release
has become irrevocable (it being the intention of the parties that the
Executive provide the Company with a complete release of any and all claims as
a condition to the receipt of the severance pay under this Agreement); provided,
that the Executive shall not be required to release any indemnification rights,
continuing rights to benefits under the Company’s employee benefit plans, or
rights to future payments or benefits under this Agreement and continuing
coverage under the Company’s Director & Officer insurance programs in
respect of services performed on or prior to the date of termination.  The payment of severance pay to be provided
to the Executive pursuant to this Section upon termination of the
Executive’s employment shall constitute the exclusive payment in the nature of
severance or termination pay or salary continuation which shall be due to the
Executive upon a termination of employment and shall be in lieu of any other
such payments under any plan, program, policy or other arrangement which has
heretofore been or shall hereafter be established by any member of the Company
Affiliated Group and shall be in respect of any such claims or payments due or
arising from any benefits, rights or entitlements in any jurisdiction .


 

















 


(g)           Resignation. Upon termination of the
Executive’s employment for any reason, the Executive shall be deemed to have
resigned from all positions with any member of the Company Affiliated Group, as
applicable.


 


(h)           Cooperation Following Termination.
Following termination of the Executive’s employment for any reason, the
Executive agrees to reasonably cooperate with the Company upon the reasonable
request of the Chief Executive Officer or the General Counsel of the Company
and to be reasonably available to the Company with respect to matters arising
out of the Executive’s services to any member of the Company Affiliated
Group.  The Company shall reimburse or,
at the Executive’s request, advance the Executive for expenses reasonably
incurred in connection with such matters.


 


7.         Representations.  The Executive represents to the Company that
the Executive’s execution and performance of this Agreement does not violate
any agreement or obligation (whether or not written) that the Executive has with
or to any person or entity including any prior employer.  The Company represents to the Executive that
the execution and delivery of this Agreement has been duly authorized and this
Agreement constitutes a valid and binding Agreement enforceable against the
Company in accordance with its terms (subject to bankruptcy, insolvency,
reorganization, receivership, fraudulent conveyance or transfer, moratorium and
other laws of general applicability relating to or affecting creditors’ rights
and to general equitable principles, and assuming for these purposes that the
Executive’s representation in this Section 7 is true and correct).


 


 

















 


8.             Executive’s
Covenants.


 


(a)           Confidentiality.  The Executive agrees and understands that the
Executive has been, and in the Executive’s position with the Company the
Executive will be, exposed to and receive information relating to the
confidential affairs of the Company Affiliated Group, including without
limitation technical information, business and marketing plans, strategies,
customer (or potential customer) information, other information concerning the
products, promotions, development, financing, pricing, technology, inventions,
expansion plans, business policies and practices of the Company Affiliated
Group, whether or not reduced to tangible form, and other forms of information
considered by the Company Affiliated Group to be confidential and in the nature
of trade secrets.  The Executive will not
knowingly disclose such information, either directly or indirectly, to any
person or entity outside the Company Affiliated Group without the prior written
consent of the Company; provided, however, that (i) the Executive
shall have no obligation under this Section 8(a) with respect to
any information that is or becomes publicly known other than as a result of the
Executive’s breach of the Executive’s obligations hereunder and (ii) the
Executive may (x) disclose such information to the extent he determines
that so doing is reasonable or appropriate in the performance of the Executive’s
duties or, (y) after giving prior notice to the Company to the extent
practicable, under the circumstances, disclose such information to the extent
required by applicable laws or governmental regulations or by judicial or
regulatory process.  The Executive shall
comply with the Company’s data protection policies.  Upon termination of the Executive’s
employment, the Executive shall promptly supply to the Company all property,
keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence,
tapes, disks, cards, surveys, maps, logs, machines, technical data and any
other tangible product or document which has been produced by, received 


 

















 


by or otherwise submitted to the Executive in the course of or
otherwise in connection with the Executive’s services to the Company Affiliated
Group during or prior to the Employment Term.


 


(b)           Non-Competition and Non-Solicitation. During the period commencing upon the
Effective Date and ending on the one-year anniversary of the termination of the
Executive’s employment with the Company, the Executive shall not, as an
employee, employer, stockholder, officer, director, partner, colleague,
consultant or other independent contractor, advisor, proprietor, lender, or in
any other manner or capacity (other than with respect to the Executive’s
services to the Company Affiliated Group), directly or indirectly:


 


(i)            perform services for,
or otherwise have any involvement with, a business unit of a person, where such
business unit competes directly or indirectly with any member of the Company
Affiliated Group by (x) owning or operating broadband or mobile communications
networks for telephone, mobile telephone, cable television or internet
services, (y) providing mobile telephone, fixed line telephone, television
or internet services or (z) owning, operating or providing any
content-generation services or television channels, in each case principally in
the United Kingdom (the “Core Businesses”); provided, however,
that this Agreement shall not prohibit the Executive from owning up to 1% of
any class of equity securities of one or more publicly traded companies;


 


(ii)           hire any individual who
is, or within the six months prior to the Executive’s termination was, an
employee of any member of the Company Affiliated Group whose base salary at the
time of hire exceeded £65,000 per year; or


 


(iii)          solicit, in competition
with any member of the Company Affiliated Group in the Core Businesses, any
business, or order of business from any person that 


 

















 


the Executive knows was a current or
prospective customer of any member of the Company Affiliated Group during the
Executive’s employment;


 


provided, that,
notwithstanding the foregoing, the Executive shall not be deemed to be in
violation of clause (i) or (iii) of the foregoing by virtue of acting
as an attorney (as partner, associate, shareholder, member or employee) or as
vice president, director or managing director or similar position at any
accounting firm, law firm, investment banking firm or consulting firm, institutional
investor or similar entity, in each case so long as the Executive takes
reasonable steps to insulate himself from the businesses and activities of any
such entity that relate to the Core Businesses during any period that this Section 8(b)
is in effect.


 


(c)           Proprietary Rights.  The Executive assigns all of the Executive’s
interest in any and all inventions, discoveries, improvements and patentable or
copyrightable works initiated, conceived or made by the Executive, either alone
or in conjunction with others, during or prior to the Employment Term and
related to the business or activities of any member of the Company Affiliated
Group to the Company or its nominee. 
Whenever requested to do so by the Company, the Executive shall execute
any and all applications, assignments or other instruments that the Company
shall in good faith deem necessary to apply for and obtain trademarks, patents
or copyrights of the United States or any foreign country or otherwise protect
the interest of any member of the Company Affiliated Group therein.  These obligations shall continue beyond the
conclusion of the Employment Term with respect to inventions, discoveries,
improvements or copyrightable works initiated, conceived or made by the
Executive during the Employment Term.


 


(d)           Acknowledgment.  The Executive expressly recognizes and agrees
that the restraints imposed by this Section 8 are reasonable as to
time and geographic scope and are not 


 

















 


oppressive.  The Executive
further expressly recognizes and agrees that the restraints imposed by this Section 8
represent a reasonable and necessary restriction for the protection of the
legitimate interests of the Company Affiliated Group, that the failure by the
Executive to observe and comply with the covenants and agreements in this Section 8
will cause irreparable harm to the Company Affiliated Group, that it is and
will continue to be difficult to ascertain the harm and damages to the Company
Affiliated Group that such a failure by the Executive would cause, that the
consideration received by the Executive for entering into these covenants and
agreements is fair, that the covenants and agreements and their enforcement
will not deprive the Executive of an ability to earn a reasonable living, and
that the Executive has acquired knowledge and skills in this field that will
allow the Executive to obtain employment without violating these covenants and
agreements.  The Executive further
expressly acknowledges that the Executive has had the opportunity to consult
with counsel or has consulted counsel before executing this Agreement.


 


9.             Indemnification.


 


(a)           To the extent permitted by applicable law,
the Company shall indemnify the Executive against, and save and hold the
Executive harmless from, any damages, liabilities, losses, judgments,
penalties, fines, amounts paid or to be paid in settlement, costs and
reasonable expenses (including without limitation  attorneys’
fees and expenses), resulting from, arising out of or in  connection
with any threatened, pending or completed claim, action, proceeding or
investigation (whether civil or criminal) against or affecting the Executive by
reason of the Executive’s service from and after the Effective Date as an
officer, director or employee of, or consultant to, any member of the Company
Affiliated Group, or in any capacity at the request of any member of the
Company Affiliated Group, or an officer, director or employee thereof, in or
with regard to any other entity, employee benefit plan or enterprise (other
than arising out of the 


 

















 


Executive’s acts of misappropriation of funds or actual fraud).  In the event the Company does not compromise
or assume the defense of any indemnifiable claim or action against the
Executive, the Company shall promptly pay to the Executive to the extent
permitted by applicable law all costs and expenses incurred or to be incurred
by the Executive in defending or responding to any claim or investigation in
advance of the final disposition thereof; provided, however, that if it
is ultimately determined by a final judgment of a court of competent
jurisdiction (from whose decision no appeals may be taken, or the time for
appeal having lapsed) that the Executive was not entitled to indemnity
hereunder, then the Executive shall repay forthwith all amounts so advanced.  The Company may not agree to any settlement
or compromise of any claim against the Executive, other than a settlement or
compromise solely for monetary damages for which the Company shall be solely
responsible, without the prior written consent of the Executive, which consent
shall not be unreasonably withheld.  This
right to indemnification shall be in addition to, and not in lieu of, any other
right to indemnification to which the Executive shall be entitled pursuant to
the Company’s Certificate of Incorporation or Bylaws or otherwise.


 


10.           Miscellaneous.


 


(a)           Non-Waiver of Rights.  The failure to enforce at any time the
provisions of this Agreement or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part hereof, or the right of either party to enforce each and every
provision in accordance with its terms. 
No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision 


 

















 


of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar conditions or provisions at that time or at any
prior or subsequent time.


 


(b)           Notices.  All notices required or permitted hereunder
will be given in writing, by personal delivery, by confirmed facsimile
transmission (with a copy sent by express delivery) or by express next-day
delivery via express mail or any reputable courier service, in each case
addressed as follows (or to such other address as may be designated):


 


	
   

  	
  If to the
  Company:

  	
   

  	
  909 Third
  Avenue, Suite 2863

  
	
   

  	
   

  	
   

  	
  New York, NY
  10022

  
	
   

  	
   

  	
   

  	
  United
  States

  
	
   

  	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  	
  Fax: (212)
  906-8497

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to the
  Executive:

  	
   

  	
  Jerry V.
  Elliott

  
	
   

  	
   

  	
   

  	
  To the
  Executive’s UK and US

  addresses on file with the

  Company’s payroll department.

  



 


Notices that are delivered personally, by confirmed facsimile
transmission, or by courier as aforesaid, shall be effective on the date of
delivery.


 


(c)           Binding Effect: Assignment.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective heirs, executors,
personal representatives, estates, successors (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) and assigns.
Notwithstanding the provisions of the immediately preceding sentence, the
Executive shall not assign all or any portion of this Agreement without the
prior written consent of the Company.


 


(d)           Withholding: Social Security.  The Company shall have the right to withhold
or cause to be withheld from any payments made pursuant to this Agreement all 


 

















 


federal, state, city, foreign or other taxes and social security or
similar payments as shall be required to be withheld pursuant to any law or
governmental regulation or ruling.  
Notwithstanding the foregoing, the Executive shall remain responsible
for all such amounts as he may owe in respect of his compensation hereunder.  Any payments made pursuant to this Agreement
will be subject to US social security deductions for the Employment Term and
the Company and the Executive shall be responsible for making their respective
employer and employee contributions thereto, and the Executive hereby
authorizes the Company to deduct from any payments to be made to the Executive
his employee social security contributions and remit these to the relevant
authority.


 


(e)           Data
Protection.  In accordance with
relevant data protection legislation, the Company 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, including information for occupational health and
pension 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, including without limitation in
the United States.  The Executive’s
information will be treated confidentially and will only be available to
authorized persons.


 


(f)            Entire Agreement.  This Agreement constitutes the complete
understanding between the parties with respect to the Executive’s employment
and supersedes any other prior oral or written agreements, arrangements or
understandings between the Executive and any member of the Company Affiliated
Group.  Without limiting the generality
of this Section 10(f), effective as of the Effective Date, this
Agreement supersedes any existing employment, retention, severance and
change-in-control agreements or similar arrangements or 


 

















 


understandings, including without limitation the prior agreements
between the Executive and the Company and any member of the Company Affiliated
Group, and any and all claims under or in respect of the prior agreements that
the Executive may have or assert on or following the Effective Date shall be
governed by and completely satisfied and discharged in accordance with the
terms and conditions of this Agreement. 
No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party that
are not set forth expressly in this Agreement.


 


(g)           Severability.  If any provision of this Agreement, or any
application thereof to any circumstances, is invalid, in whole or in part, such
provision or application shall to that extent be severable and shall not affect
other provisions or applications of this Agreement.


 


(h)           Governing Law, Etc.  This Agreement 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).  The Executive irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and any federal
court sitting in the State of New York. Each of the parties waives all right to
trial by jury in any action, proceeding or counterclaim (whether based upon
contract, tort or otherwise) related to or arising out of or in connection with
this Agreement and the employment and other matters that are the subject of
this Agreement and agrees that any such action, claim or proceeding may be
brought exclusively in a federal or state court sitting in the State of New
York.


 

















 


(i)            Modifications.  Neither this Agreement nor any provision
hereof may be modified, altered, amended or waived except by an instrument in
writing duly signed by the party to be charged.


 


(j)            Interpretations.  As used in this Agreement, the term “including”
means “including without limitation”, references to Sections or Appendices
refer to Sections or Appendices of this Agreement unless otherwise specifically
provided.  The headings contained herein
are solely for purposes of reference, are not part of this Agreement and shall
not in any way affect the meaning or interpretation of this Agreement.


 


(k)           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument and all signatures need
not appear on the same counterpart.


 


IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed, and the Executive has executed this Agreement as of
the day and year first above written, in each case effective as of the
Effective Date.


 


	
   

  	
  VIRGIN
  MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Bryan H. Hall

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: Bryan H. Hall

  
	
   

  	
   

  	
   

  
	
   

  	
  Title: Secretary and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/
  Jerry V. Elliott

  
	
   

  	
   

  	
   

  
	
   

  	
  Jerry V. Elliott

  
				



 
















 


Appendix A


 


Virgin Media Inc. Equity-Based Compensation


 


·                  Options to purchase common stock of
Virgin Media Inc.


 


·                  The Executive will be granted
600,000 options at an exercise price equal to the mid-market value of the
Company’s stock on the Effective Date.


 


·                  The options granted will vest as
follows: 200,000 on December 31, 2009 and 100,000 on each of December 31,
2010, 2011, 2012 and 2013.


 


·                  Only 20% of the unvested options
will accelerate upon an Acceleration Event (as defined in the Company’s 2006 Stock
Incentive Plan (i.e. a change of control) in the first six months of
employment.  100% of the unvested options
will accelerate upon an Acceleration Event after this period.


 


·                  Other terms: the options will be
governed by the Company’s 2006 Stock Incentive Plan, the individual stock
option agreement, and the Company’s insider trading policy.


 

















 


Appendix B
— Employment Benefits


 


Executive
Benefit Plans, Programs, Policies and Arrangements

Applicable to Executive


 


Private Healthcare


 


The
Executive is entitled to become a member of the Cigna International private
medical and dental expenses insurance scheme providing such cover for the
Executive and his fiancée/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 UK taxation requirements.


 


Insurance Schemes


 


The
Executive is entitled to become a member of the life assurance and sickness and
disability insurance scheme (as defined in the rules of the schemes)
providing such cover for the Executive as the Company may from time to time
notify to him as follows:


 


Cigna
International — life cover and accidental disability and dismemberment


 


Unum
Provident — long-term disability cover


 


Pension


 


The Executive is entitled to become a member of the US 401(k) Plan
subject to its terms and US tax regulations, as amended from time to time.  The Company shall deduct from the Executive’s
salary any contributions payable by him from time to time to the Plan
provider.  The Company will make matching
contributions to the 401(k) Plan in accordance with the terms of the Plan.


 


Exchange Rate


 


All payments and allowances to the Executive shall be in UK sterling; provided
that, in accordance with the Company Policy, the Executive may elect, prior to
receiving any such payments, (i) to have a percentage of his cash bonus
payment paid in US dollars and (ii) to receive any severance payment to
have it paid in US dollars, subject in all cases to the Company Exchange Rate
Policy in effect from time to time.  In
order for the Company to make any deductions from the Executive’s salary, which
are denominated in US dollars and to make any payments into his US Bank
account, the Company will be entitled to convert the relevant payments to the
Executive to and from US dollars and UK sterling based on the Company’s
Exchange Rate Policy.


 


Tax Assistance


 


The Executive will be entitled to use (reasonably) the Company’s tax
advisors (at the Company’s discretion) to assist in the preparation of his US
and UK income tax returns, in accordance with the Company’s policy.


 

















 


Housing Assistance


 


The Executive will be entitled to reside in a property leased by the
Company, in a premium lease, at a rate (including furniture) of no greater than
the equivalent of £8,000 p.c.m., commencing as soon as reasonably practicable
after the effective date; provided, the Executive agrees to reimburse
the Company for any additional payments to the landlord relating to any damage
to the property. The Executive may increase the rent payable under the premium
lease by electing to receive a Housing Stipend to be paid in kind.  The Company’s Expatriate policy shall apply
as in effect from time to time.


 


Other Expenses


 


The Executive shall be entitled to:


 


·                  £30,000 (gross)
relocation bonus; in the event that reasonable air travel and airport transfer
expenses for the Executive’s family exceed £15,000 during the first 8 months of
2009 (exclusive of the actual moving flight which is covered below), then the
Company shall provide an additional relocation bonus in an amount not to exceed
£10,000 (gross)


 


·                  Eight months
temporary housing expenses, as reasonably necessary and as per Company policy


 


·                  Reasonable
moving expenses upon commencement of employment and upon return to the USA in
the event of a termination or the expiration of this agreement for any reason
(including, without limitation, Termination for Cause), pursuant to Company
policy using Company’s approved movers.


 


·                  Car allowance of
£12,500 per annum (gross), as per Company policy


 


·                  Secondary
education fees of up to £20,000 per child to be paid directly by the Company to
the school for two children in the UK


 


·                  Expatriate
expenses as identified in Appendix B-1


 


·                  The Company
shall provide tax equalisation
pursuant to its Tax
Equalisation Policy as in effect from time to time. The present policy
is set forth in Appendix B-2


 

















 


Appendix
B-1 — Expatriate Expenses


 


Draft
Virgin Media: Assignment Compensation Summary Sheet


 


	
  Personal/Assignment Information

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee Name:

  	
   

  	
  Jerry V. Elliott

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignee’s Home Address

  	
   

  	
  [confidential]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Home Country:

  	
  United States of

  America

  	
   

  	
  Host Country:

  	
  United Kingdom

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commencement date

  	
   

  	
  January 5, 2009

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  End date

  	
   

  	
  December 31, 2013

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Annual Leave Entitlement:

  	
   

  	
  At least 25 days (pro rata depending on commencement date)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accompanied Assignment:

  	
   

  	
  Partner:  x

  	
  (tick if accompanying)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Dependant(s): 4

  	
  (total accompanying assignee)

  	
   

  
								



 


	
  Assignment Remuneration Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Assignment Base Salary (Gross):

  	
   

  	
  £450,000 (including Housing Stipend)

  
	
   

  	
   

  	
   

  
	
  Tax Equalised:

  	
   

  	
  Yes

  
	
   

  	
   

  	
   

  
	
  Home for Tax Equalisation Purposes:

  	
   

  	
  As per Company policy

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Tick if

  Applies

  	
   

  	
  Maximum Spend (£)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Tax Services

  	
   

  	
  x

  	
   

  	
  As Agreed
  with Buzzacotts or the 

  Company’s
  tax service provider

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pre-Assignment Visit — Hotel Accommodation

  	
   

  	
  x

  	
   

  	
  As per
  Company policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pre-Assignment Visit — Daily Per Diem

  	
   

  	
  x

  	
   

  	
  As per Company policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Relocation Allowance

  	
   

  	
  x

  	
   

  	
  £30,000, subject to increase to

  £40,000

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Temporary Accommodation

  	
   

  	
  x

  	
   

  	
  As per
  Company policy

  



 

















 


	
  Assignment Remuneration Details

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Housing

  	
   

  	
  x

  	
   

  	
  £8,000 per
  month*

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Furniture Hire

  	
   

  	
  x

  	
   

  	
  As per
  Company policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Company Car Cash Allowance

  	
   

  	
  x

  	
   

  	
  £12,500 per
  annum

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Home Leave

  	
   

  	
  x

  	
   

  	
  As per
  Company policy

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other Details

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Pension

  	
   

  	
  As per Company policy as in effect from time to time (Company payment
  to US Virgin Media Inc. 401(k) plan of 2/3rds of Executive’s actual
  contribution to a maximum of 6% of base salary).

  
	
   

  	
   

  	
   

  
	
  Social Security

  	
   

  	
  Home

  
	
   

  	
   

  	
   

  
	
  Healthcare

  	
   

  	
  Cigna International Plan for self, spouse and 4 children

  
	
   

  	
   

  	
   

  
	
  Disability Insurance

  	
   

  	
  UNUM Group Plan (for self)

  
	
   

  	
   

  	
   

  
	
  Vision Plan

  	
   

  	
  As per Company policy

  
	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
  Education fees — Company pays secondary school fees directly to
  school for 2 children in the UK (up to £20,000 per child)**

  
							



 






NOTE: THIS DOCUMENT ONLY PROVIDES A SUMMARY,
REFERENCE MUST BE MADE TO THE VIRGIN MEDIA 
EXPATRIATE POLICY (AS IN EFFECT FROM TIME TO TIME) AND THE VIRGIN MEDIA
TAX EQUALISATION POLICY (AS IN EFFECT FROM TIME TO TIME) FOR CONDITIONS
ATTACHING TO ALL ITEMS DESCRIBED ABOVE


 


* Yearly renewals subject to reasonable rent
increase and subject to expatriate policy as in effect from time to time.


 


** Modest year on year increase if necessary
subject to approval of General Counsel and People Team Director.


 

















 


Appendix B-2 — Tax Equalisation Policy


 


[INTENTIONALLY OMITTED]


 
















 


Appendix C


 


Release
Agreement


 


WHEREAS, Jerry V. Elliott (the “Executive”) was employed by
Virgin Media Inc. (the “Company”) as its Chief Financial Officer
pursuant to an Employment Agreement, dated December 17, 2008 (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.


 


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 (including, without
limitation, the Company’s Director & Officer insurance
programs) or (iii) any
claim for indemnification as provided under Section 9 of the
Employment Agreement.


 


5.             In consideration of
the Executive’s release set forth in paragraph 2, the Company knowingly and
willingly releases and forever discharges the Executive from any and all
charges, complaints, claims, promises, agreements, controversies, causes of
action and demands of any nature whatsoever that the Company now has or
hereafter can, shall or may have against him by reason of any matter, cause or
thing whatsoever arising prior to the time of signing of this Release Agreement
by the Company, provided, however, that nothing herein is intended to
release any claim the Company may have against the Executive for any illegal
conduct.


 


6.             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.


 


7.             The Company will
contribute up to a maximum of £500 plus value added tax towards any legal fees
reasonably incurred by the Executive in obtaining independent legal advice
regarding the terms and effect of this Release Agreement under the laws of the
United Kingdom.  The contribution will be
paid following the Company receiving from the UK Independent Adviser’s firm an
appropriate invoice addressed to the Executive and expressed to be payable by
the Company.


 


8.             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.


 


9.             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.


 


10.           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.


 


11.           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].


 


	
   

  	
  THE
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Jerry V.
  Elliott

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VIRGIN
  MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 

















 


Appendix 1


 


Independent
Adviser’s Certificate


 


I, [                    ],
certify that Jerry V. Elliott (“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:

  	
   

  	
   

  



 


32

















 


Appendix D


 


A “Change
in Control” shall be deemed to occur if the event set forth in any one of
the following paragraphs shall have occurred:


 


(a)           Any
Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company) representing
30% or more of the combined voting power of the Company’s then outstanding
securities, excluding any Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (a) of Paragraph (iii) below;
or


 


(b)           the
following individuals cease for any reason to constitute a majority of the
number of directors then serving: individuals who, on the date the plan is
adopted by the Board of Directors of the Company (“Board”), constitute
the Board and any new director (other than a director whose initial assumption
of office is in connection with an actual or threatened election contest,
including, without limitation, a consent solicitation, relating to the election
of directors of the Company) whose appointment or election by the Board or
nomination for election by the Company’s stockholders was approved or
recommended by a vote of at least a majority of the directors then still in
office who either were directors on the date hereof or whose appointment,
election or nomination for election was previously so approved or recommended;
or


 


(c)           there
is consummated a merger or consolidation of the Company or any direct or
indirect subsidiary of the Company with any other corporation, other than (a) a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity or any parent thereof) at least
50% of the combined voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding immediately after such merger
or consolidation, or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person is
or becomes the Beneficial Owner, directory or indirectly, of securities of the
Company (not including in the securities beneficially owned by such Person any
securities acquired directly from the Company) representing 30% or more of the
combined voting power of the Company’s then outstanding securities; or


 


(d)           the
stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all substantially all of the
Company’s assets to an entity, at least 50% of the combined voting power of the
voting securities of which are owned by the stockholders of the Company
immediately prior to such sale.


 


Notwithstanding
the foregoing, a “Change in Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the common stock
of the Company immediately prior to such transaction or series of transactions
continue to have 


 


33

















 


substantially the same proportionate ownership in an entity which owns
all or substantially all of the assets of the Company immediately following
such transaction or series of transactions.


 


For purposes
of this Appendix D:


 


“Affiliate”
shall have the meaning set forth in Rule 12b-2 under Section 12 of
the Securities Exchange Act of 1934.


 


“Person”
shall have the meaning given in Section 3(a)(9) of the Securities
Exchange Act of 1934, as modified and used in Sections 13(d) and 14(d) thereof,
except that such terms shall not include (i) the Company or any of its
Affiliates, (ii) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


 


“Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 under the
Securities Exchange Act of 1934, except that a Person shall not be deemed to be
the Beneficial Owner of any securities which are properly filed on a Form 13-G.


 


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