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 SIX MONTH 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