OF ANY CRIMINAL OFFENCE INCLUDING FRAUD OR BREACH OF TRUST; (Y) THE WILLFUL OR
CONTINUED FAILURE OF THE EXECUTIVE TO PERFORM THE EXECUTIVE'S MATERIAL DUTIES
HEREUNDER (OTHER THAN AS A RESULT OF PHYSICAL OR MENTAL ILLNESS); AND (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
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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 BOARD
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
BOARD (IF PROMPTLY REQUESTED BY THE EXECUTIVE) AND A MAJORITY OF THE BOARD
WITHIN 10 DAYS OF THE DATE OF SUCH HEARING (IF SO REQUESTED) REASONABLY CONFIRMS
THE EXISTENCE OF CAUSE AND THE TERMINATION OF THE EXECUTIVE THEREFOR.
THE
EXECUTIVE HEREBY RECUSES HIMSELF FROM THE DELIBERATIONS AND VOTE OF THE BOARD AT
SUCH SUBSEQUENT MEETING.
(F)
RELEASE; FULL SATISFACTION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, NO AMOUNT SHALL BECOME
PAYABLE UNDER THIS SECTION 7 UNLESS AND UNTIL THE EXECUTIVE EXECUTES A GENERAL
RELEASE OF CLAIMS IN FORM AND MANNER REASONABLY SATISFACTORY TO THE COMPANY
INCLUDING WHERE RELEVANT A RELEASE OF ANY STATUTORY CLAIMS, BUT EXCLUDING (I)
ANY CLAIM FOR PAYMENT OR BENEFITS UNDER THIS SECTION 7 AND (II) ANY CLAIM OR
ENTITLEMENT WITH RESPECT TO STOCK OPTIONS GRANTED TO THE EXECUTIVE UNDER THE
AMENDED AND RESTATED NTL 2004 STOCK INCENTIVE PLAN (OR ANY OTHER STOCK INCENTIVE
PLAN OF THE COMPANY AFFILIATED GROUP), AND SUCH RELEASE HAS BECOME IRREVOCABLE;
PROVIDED, THAT THE EXECUTIVE SHALL NOT BE REQUIRED TO RELEASE ANY
INDEMNIFICATION RIGHTS.
THE PAYMENTS TO BE PROVIDED TO THE EXECUTIVE PURSUANT
TO THIS SECTION 7 UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT SHALL
CONSTITUTE THE EXCLUSIVE PAYMENTS 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
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PLAN, PROGRAM, POLICY OR OTHER ARRANGEMENT WHICH HAS HERETOFORE BEEN OR SHALL
HEREAFTER BE ESTABLISHED BY ANY MEMBER OF THE COMPANY AFFILIATED GROUP.
(G)
RESIGNATION AS A DIRECTOR.
UPON TERMINATION
OF THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL RESIGN FROM
THE BOARD AND FROM ALL OTHER BOARDS OF, AND OTHER 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