Exhibit
10.15


 


	
  Terms & Conditions of
  Employment

  	
   

  	
  Executive

  



 


 


Between ntl
Group Ltd of ntl House, Bartley Wood Business Park,
Bartley Way, Hook, Hampshire, RG27 9UP ("the Company") and Mr Robert Gale, 42 Station Road, Thames Ditton,
Surrey, KT7 0NS, ("the Associate").


 


This contract sets out the main terms of your
employment, including the particulars of employment required by the Employment
Rights Act 1996 (Parts B and C).


 


Part A —
Personal terms


 


	
  Effective Date of New Terms and
  Conditions

  	
   

  	
  1st January 2002

  
	
  Continuous Employment Date

  	
   

  	
  5th January 1998

  
	
  Location

  	
   

  	
  Hook, Hampshire

  
	
  Job Title

  	
   

  	
  Group Director, Financial
  Control

  
	
  Bonus Scheme Range

  	
   

  	
  0-50%

  
	
  Entitlement to Overtime

  	
   

  	
  No

  
	
  Basic Salary (per annum)

  	
   

  	
  £120,000

  



 


Part B — Special conditions


 


Notice Periods


 


You are required to give the company 3 months
written notice to terminate your employment. The company is required to give
you 6 months written notice to terminate your employment.


 


Pension Arrangements


 


Subject to Plan rules and Inland Revenue
limits, the Company will make contributions of 10% of your pay which matches a
10% contribution by yourself into the Group Personal Pension Plan.


 


Private Healthcare Scheme


 


You are eligible for company funded private
healthcare family level cover.


 


Perk Car & Fuel Benefit


 


If you have the Company Car option, you will
be provided with a fuel card for the purchase of fuel for business and
reasonable private use. This is a taxable benefit attracting Fuel Scale Benefit
Charge. If you have the Cash Option, a fuel card is not available—however,
business and reasonable private fuel receipts may be reimbursed via expenses.
Your monthly allowance eligibility will be in accordance with the prevailing
company perk car policy, available on the ntl
intranet.


 


	
  Signed

  	
   

  	
  /s/ Carolyn Walker

  	
   

  	
  Director, Human Resources

  	
   

  	
  Date 17 February 2003

  
	
   

  	
   

  	
   

  	
   

  	
  For and on behalf of the ntl Group Ltd

  	
   

  	
   

  



 


I have read and I agree to and accept the
terms and conditions set out herein and have kept one copy for myself.


 


I consent to the company processing my
personal information in accordance with Clause 21.


 


I acknowledge that my attention has been
drawn to Clause 17 concerning deductions from salary and I consent to such
deductions being made.


 


	
  Signed

  	
   

  	
  /s/ Robert C. Gale

  	
   

  	
   

  	
  Date

  	
  21/2/03

  



 

















 


Part C — General conditions


 


1. Employment Rights Act


 


The following particulars are given to you in
accordance with the terms of the Employment Rights Act 1996.


 


2. Duration of Employment


 


Your employment with the Company will begin
on the date specified in Part A and will continue in accordance with this
contract. This is also the start date of your continuous employment with the
Company unless otherwise specified in Part A. Your employment with any previous
employers will not count towards your statutory period of continuous employment
with the Company unless agreed and a separate date specified in Part A.


 


3. Job title


 


Your job title is specified in Part A.
You will comply with all reasonable directions of the Company and you shall
not, directly or indirectly, be interested or concerned in any manner in any
other business except with the Company's prior written consent.


 


4. Place of employment


 


You will be based at the location specified
in Part A. The Company reserves the right on reasonable notice to change
this either on a temporary or permanent basis to work at any premises of the Company
or any other Group Company within the UK. The Company may also require you to
travel as is reasonably necessary to carry out your job.


 


5. Hours of work


 


You standard working week will be 37.5 hours.
It is likely that you will be required to extend your hours as necessary in
order to meet the full requirements of your job and the business, subject to
the provisions of the Working Time Regulations 1998. You shall devote the whole
of your working time (unless prevented by ill health or accident or otherwise
directed by the Company) to the duties of your employment.


 


6. Remuneration


 


Your salary details are shown in Part A.
Salary is payable monthly in arrears in equal instalments
by credit transfer or such other method as the Company may adopt in the future.
Your salary will be reviewed annually at the Company's absolute discretion. In
addition to your basic salary you are eligible to participate in the Company
Bonus Scheme. Your potential additional earnings are as specified in
Part A and are paid in accordance with the Scheme rules. The Company Bonus
Scheme, operated at the Company's absolute discretion, is reviewed annually.
Earnings potential, payment periods and measurement criteria may be amended
according to the Company's needs. Any payments made under the Company Bonus
Scheme will be non-pensionable.


 


7. Pension


 


You may join the ntl
Group Personal Pension Plan, to which the Company contributes as shown in
Part B, subject 
to the rules of the Plan and Inland Revenue limits. Under the
Plan you will be contracted into SERPS unless you opt
to be contracted out. All associate contributions are deducted from monthly
salary and passed onto the Group Personal Pension Provision Provider.


 


8. Company insurance Schemes


 


You are automatically covered by the Group
Personal Accident and Group Life Assurance Schemes, after 3 months continuous
employment. You are also automatically covered by the Company's Group Permanent
Health Insurance Scheme unless otherwise stated. Cover is provided during
employment with the Company from the age of 18 until the age of 60 for
Permanent Health Insurance and age 65 for Life Assurance and Personal Accident
Insurance. Any entitlement to Permanent Health Insurance is subject to the Company's
right to terminate this contract for prolonged sickness absence in accordance
with the Company's Sickness Absence Policy. Your participation in any of the
Schemes referred to in this paragraph is subject to the rules of the relevant
Scheme. The Company reserves the right not to pay any benefit under any of
these Schemes, unless the Company is paid by the Insurer. Further information
on the Company Insurance Schemes is available on the ntl
intranet or from your line manager.


 


9. Perk car


 


On commencement of employment, you will be
entitled to the Perk Car benefit. For full details, please refer to the Perk
Car Policy and the Fuel Policy, which are available on the ntl
intranet. The Company reserves the right to review and amend these policies at
any time. It is a condition of your employment that you retain a current full
driving license (valid in the UK), reimburse the Company for private fuel and comply
with the rules of the Company's Fleet Insurance and relevant prevailing Perk
Car Policy and Fuel Policy. You must keep any company vehicle in good
condition. If you fail to comply with these rules or you are disqualified from
driving for any period, the Company reserves the right to
withdraw any car allocated to you and/or dismiss you immediately without
compensation in accordance with the Company's Disciplinary Policy and
Procedures. On leaving the Company, you must return any company vehicle in good
order, clean and roadworthy, to a Company site. Failure to do so without reasonable
excuse will result in your being liable for the total cost of the vehicle
recovery. Please refer to Part B overleaf for further information
regarding private fuel and allowances.


 


10. Annual leave


 


You are entitled to 25 days holiday,
increasing to 28 days after 5 years continuous service (entitlement will arise
upon the anniversary of the holiday year following the completion of 5 year's
service). In addition, you will be entitled to normal public holidays, unless
you are specifically required to work in which case you will be compensated in
accordance with the Public Holiday Policy. The current version is available on
the ntl intranet or can be obtained from Human
Resources (HR). The Company's holiday year is from 1 January to
31 December and your holiday entitlement will be calculated on a pro rate
basis in your first year of employment with the Company. Further details about
annual leave can be obtained from HR.


 


11. Sickness absence


 


If you are absent from work due to sickness
or injury, you may be eligible for Company sick pay, which is payable at the Company's
discretion. Subject to this discretion and provided you comply with the
Sickness Absence Policy requirements, you will be paid according to your normal
basic salary rate. The Sickness Absence Policy is available on the ntl Intranet or can be obtained from HR. The Company may
from time to time require you to be examined by a medical advisor nominated by the
Company, and you agree to provide such formal consents as may be necessary for
the results of such examinations to be disclosed to the Company.


 


12. Confidential information


 


During and after the termination of your
employment, you will treat and safeguard as private and confidential any
information concerning ntl or its associated
companies which you have received in the course of your employment (as outlined
in the attached Code of Conduct), and you will take all reasonable precautions
in dealing with such information, and you will not disclose or reveal any such
confidential information to any third party, either directly or indirectly,
other than to officials of the Company or with the Company's prior written
consent.


 


13. Notice periods


 


Please refer to Part B overleaf. Your
employment may be terminated by the Company, without notice or payment in lieu
of notice, if you commit any act of gross misconduct or gross negligence.
During any period of notice of termination (whether given by the Company or
you), the Company is under no obligation to provide you with work, and is
entitled at the Company's absolute discretion to exclude you from its premises.
During any such period of garden leave, you will be entitled to normal salary
and any other contractual benefits. The Company reserves the right, at its absolute
discretion, to make a payment in lieu of notice. Notice must be given in
writing to your Line Manager or in the case of absence, their deputy.


 


14. Retirement


 


The normal retirement age is 65 years. Your
employment will automatically terminate at he end of the
month in which you reach this age.


 


15. Disciplinary


 


The Company's Policy and Procedures on
disciplinary matters are available on the ntl
intranet or from your line manager. This Policy is a statement of management guidelines
and does not form any part of your contract of employment. The Company reserves
the right to change the Policy from time to time. The current version is
available on the ntl intranet or can be obtained from
HR.


 


16. Grievance


 


If you have a grievance relating to your
employment, you should raise your concerns in the first instance with your Line
Manager. If your grievance concerns your Line Manager, then you should report
the matter to the next most senior Manager or to HR. This Policy is a statement
of management guidelines and does not form any part of your contract of
employment. The Company reserves the right to change these from time to time.
The current version is available on the ntl intranet
or can be obtained from HR.


 


17. Deductions from salary


 


The Company reserves the right at any time
during your employment, or on termination of your contract of employment, to
deduct from salary any overpayment made and/or monies owed to the Company by
you. This is including but not limited to any excess holiday, outstanding
loans, advances, relocation costs, parking fines and any related administration
costs for which you and/or your permanent partner are responsible and which are
incurred in a vehicle provided by ntl, (either
company vehicle or hire car), private fuel reimbursement in accordance with the
prevailing Perk Car Policy and Fuel Policy 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 you by virtue of your membership of the Company Pension
Plan.


 


18. Changes to terms and
conditions


 


The Company reserves the right to amend your
terms and conditions of employment and policies from time to time. You will be
given not less than four weeks notice of any such change. You will be deemed to
have accepted these changes should the Company have received no objection
before the end of the four-week notice period.


 


19. Health, safety and environment


 


ntl is committed
to ensuring, so far as reasonably practicable, that the workplace of every associate
is safe, does not pose a risk to health and does not cause damage to the
environment. All associates are therefore required to familiarise
themselves with their responsibilities as outlined in the current ntl Health and Safety Policy, Environment Policy, Safety
Standards booklet, (NT.P090) and Safety Information sheets. The current version
is available on the ntl intranet or can be obtained
form the Health and Safety Group.


 


20. Collective agreements


 


There are no collective agreements relevant
to your employment unless otherwise specified in Part B.


 


21. Data Protection Act


 


In accordance with the Data Protection Act of
1998, the Company will hold and process the information it collects relating to
you in the course of your employment for the purposes of employee administration,
statistical and record keeping purposes. This may include information relating
to your physical or mental heath. Some of your information may be processed
outside the European Economic area. Your information will be treated confidentially
and will only be available to authorised persons.


 


22. Data protection compliance


 


When dealing with data relating to the Company's
business, you are required to comply with the Company's Data Protection Policy,
which can be obtained from the Group Compliance Officer. Failure to comply with
this Policy may result in disciplinary action.


 


23. Company Equipment


 


In order to fulfil
your duties you may be issued with Company equipment. This is a non-contractual
benefit and may be withdrawn at any time, or you may be transferred to another
position which does not require use of the allocated equipment. You must keep
the equipment in good condition. On leaving the Company, you must return the
equipment in good order to the Company site. Failure to do so could result in
you being liable for the total cost of its replacement.


 


24. Entitlement to Work in UK


 


Your employment is conditional upon you being
legally entitled to live and work in the UK. If your status changes and you are
no longer entitled to live or work in the UK, your employment will be
terminated without notice or payment in lieu of notice.


 


 

















 


 


21st October 2005


 


PRIVATE & CONFIDENTIAL


 


Mr Robert Gale


42 Station Road


Thames Ditton


Surrey


KT7 0NS


 


Dear Robert


 


RE: CHANGES TO TERMS AND
CONDITIONS OF EMPLOYMENT


 


I am pleased to confirm that your base salary
has increased to £170,000 per
annum.


 


This change will be effective from 1st
August 2005 and included in the next available pay run.


 


All other Terms and Conditions remain
unchanged.


 


Please sign both copies of this letter, returning
one copy to Karen Norman, People4ntl, Hook.


 


Yours sincerely


 


 


 


Karen Norman


P4ntl Co-ordinator


Corporate, Business &
Networks


 


I confirm my acceptance of the above changes
to my Terms and Conditions of Employment.


 


 


	
  SIGNED

  	
   

  	
   

  
	
   

  	
  NAME

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE