PENSION SCHEME, TO AUGMENT YOUR BENEFITS FROM IT, IN LIEU OF THE COMPANY'S
CONTRIBUTIONS WHICH WOULD HAVE OTHERWISE BEEN MADE ON OR AFTER THE TERMINATION
DATE IN RESPECT OF YOUR MEMBERSHIP OF IT.
AT THE TERMINATION DATE, YOU WILL
RECEIVE £39,750 (THIRTY NINE THOUSAND SEVEN HUNDRED AND FIFTY POUNDS) (BEING THE
COMPANY'S PENSION CONTRIBUTIONS IN EXCESS OF THE SALARY CAP) PAID IN CASH, TO
THE EXTENT THAT YOU HAVE NOT ALREADY ELECTED BY NOTICE IN WRITING THAT THE WHOLE
OR PART OF THAT AMOUNT SHALL BE PAID BY THE COMPANY INTO THE SCHEME.
ANY
PAYMENT INTO THE SCHEME BY THE COMPANY HEREUNDER IS CONDITIONAL UPON AND SUBJECT
TO YOU MAKING PAYMENT TO THE SCHEME OF £10,500 (TEN THOUSAND FIVE HUNDRED
POUNDS) IN RESPECT OF THE PENSION CONTRIBUTIONS YOU WOULD OTHERWISE HAVE MADE
DURING THE NOTICE PERIOD.
3.7
ALL PAYMENTS UNDER PARAGRAPHS 3.1 - 3.6 ABOVE WILL BE PAID INTO THE
BANK ACCOUNT INTO WHICH YOUR SALARY IS NORMALLY PAID ON THE NEXT AVAILABLE
PAYROLL RUN AND AFTER YOUR FORM P45 HAS BEEN ISSUED.
4
THE COMPANY FURTHER AGREES TO PAY YOU AND YOU AGREE TO ACCEPT THE SUM
OF £279,231 (TWO HUNDRED AND SEVENTY NINE THOUSAND, TWO HUNDRED AND THIRTY ONE
POUNDS) BY WAY OF COMPENSATION FOR THE TERMINATION OF YOUR EMPLOYMENT.
THE
FIRST £30,000 OF THIS PAYMENT WILL BE PAID WITHOUT DEDUCTION OF TAX OR NATIONAL
INSURANCE BUT THE COMPANY WILL DEDUCT TAX AT YOUR NORMAL RATE FROM THE BALANCE
OF ANY PAYMENT OVER £30,000.
THIS PAYMENT WILL BE MADE SUBJECT TO THE COMPANY'S
RECEIPT OF THIS AGREEMENT SIGNED BY YOU AND YOUR INDEPENDENT ADVISER BY THE
TERMINATION DATE.
OTHER THAN THE TAX AND NATIONAL INSURANCE REFERRED TO ABOVE,
YOU WILL INDEMNIFY THE COMPANY IN RESPECT OF ANY FURTHER TAX OR EMPLOYEE
NATIONAL INSURANCE (TOGETHER WITH INTEREST AND/OR ANY PENALTIES FOR WHICH THE
COMPANY HAS TO ACCOUNT TO THE INLAND REVENUE) PAYABLE IN RESPECT OF THIS
PAYMENT.
5
ALL YOUR OPTIONS WHICH HAVE VESTED, BUT ARE UNEXERCISED AT OR ON THE
TERMINATION DATE WILL BE EXERCISABLE (IN RELATION TO YOUR VIRGIN MEDIA OPTIONS)
FOR A PERIOD OF THREE MONTHS (AND IN RELATION TO YOUR 'TELEWEST' OPTIONS) FOR A
PERIOD OF 60 DAYS FROM THE TERMINATION DATE (THE "EXERCISE PERIOD"), PROVIDED
THAT YOU HAVE NOT BEEN TERMINATED FOR CAUSE. ALL YOUR UNVESTED STOCK OPTIONS OR
ANY VESTED STOCK OPTIONS THAT HAVE NOT BEEN EXERCISED WILL LAPSE AND BE
FORFEITED, IN RESPECT OF THE FORMER ON THE TERMINATION DATE AND IN RESPECT OF
THE LATTER ON THE EXPIRY OF THE EXERCISE PERIOD.
THE TERMS OF YOUR STOCK
OPTIONS WILL CONTINUE IN FULL FORCE AND EFFECT.
6
IN ACCORDANCE WITH THE TERMS OF YOUR RESTRICTED STOCK UNIT AGREEMENT,
YOU WILL NOT RECEIVE ANY PAYMENT OR AWARD IN RESPECT OF YOUR RESTRICTED STOCK
UNIT AGREEMENTS DATED 16 MAY 2007 (2007/2009 LTIP) OR 14 APRIL 2008 (2008/2010
LTIP).
7
YOU AUTHORISE THE COMPANY TO DEDUCT ANY SUMS DUE TO THE COMPANY FROM
YOU FROM THE MONIES PAYABLE UNDER THIS AGREEMENT.
8
THE COMPANY