Exhibit 10.2


 


Mr. Charles Gallagher


[Intentionally Omitted]


December 19, 2008


 


Dear Charles,


 


Reference is made to your Employment Agreement dated
as of December 18, 2007 with Virgin Media Inc., as amended on June 3,
2008 (the “Agreement”).  Terms
used but not defined in this letter shall have the meaning of such terms as
defined in the Agreement.


 


The terms of the Agreement will remain in effect in
all respects, except as follows:


 


·                  Term.  The expiration date of the Agreement shall be
March 31, 2009.


 


·                  Base Salary.  Section 3(a) of the Agreement is
hereby amended such that the Base Salary paid to you under the Agreement shall
be £330,000, effective from April 1, 2008 and payable during the term of
your employment.


 


·                  Bonus.  To reflect your increase in Base Salary,
subject to the terms and conditions set forth in Section 3(b)(i) of
the Agreement (including the achievement of the Initial Term Performance
Conditions and Second Term Performance Conditions), you shall be entitled to
earn a cash bonus of up to £108,750 at the expiration of the Initial Term and
up to £123,750 at the expiration of the Second Term, determined in accordance
with the terms of the Agreement (representing 75% of your Base Salary, on a pro
rata basis). For the period of January 1 to March 31, 2009 (the “Extension
Period”), you shall be entitled to receive a bonus not to exceed 75% of
your Base Salary for that period subject to the achievement of performance
conditions to be established by the Chief Executive Officer and the
Compensation Committee; such payment, if any, shall be made as soon as
practicable following: March 31, 2009, the execution and delivery to the
Company of the general release of claims set forth in Section 6(g) of
the Agreement, and the expiration of any applicable revocation period.


 


·                  Retention Payment.  (A) In consideration of
you continuing to serve as Senior VP-Finance for the duration of the 2008 calendar
year, so long as you have not terminated your employment on or before December 31,
2008, the Company shall pay you a retention payment (the “Retention Payment”)
equal to six months of your Base Salary on December 31, 2008. (B) In
the event that your employment is terminated by the Company, other than for Cause,
prior to December 31, 2008, the Company shall make the Retention Payment
to you as soon as practicable following the events described above, together
with any other amount(s) due under Section 6(b) of the Agreement
in connection with such termination.


 

















 


·                  Medical Benefits.  Upon expiration of the
employment term, 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 six calendar months after the expiration date; provided, that the payment
by the Company of the COBRA medical benefits pursuant to this sentence shall
terminate when the Executive first obtains any subsequent employment or at the
end of the six calendar month period. The Executive agrees to notify the Managing
Director of HR promptly of such new employment. 
Should the Executive not have secured employment by the end of the six
month period, he is entitled to a further 12 calendar month period of COBRA at
his own expense payable through the Company.


 


The Executive agrees that any change in his duties
during the Extension Period shall not constitute a Constructive Termination
Without Cause under the Agreement.  This
letter shall be governed by and construed in accordance with the internal laws
of the State of New York (without regard, to the extent permitted by Law, to
any conflict of law rules which might result in the application of laws of
any other jurisdiction).


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  VIRGIN MEDIA INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/Bryan
  H Hall

  
	
   

  	
  Name:    Bryan
  H Hall

  
	
   

  	
  Title:      Secretary
  and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGREED &
  ACCEPTED:

  
	
   

  	
   

  
	
   

  	
          /s/
  Charles Gallagher

  
	
   

  	
  Charles
  Gallagher