Exhibit 10.3
14th April 2009
Howard Watson
[ADDRESS INTENTIONALLY OMITTED]
WITHOUT PREJUDICE
Dear Howard,
Compromise Agreement
I refer to our discussions concerning the termination of your employment with
Virgin Media Limited ("the Company").
The purpose of this Agreement is to set
out the terms which the Company is prepared to offer you and which are as
follows:
1
YOUR EMPLOYMENT WITH THE COMPANY WILL TERMINATE ON 8 MAY 2009 ("THE
TERMINATION DATE").
2
YOU WILL UNTIL THE TERMINATION DATE FAITHFULLY AND DILIGENTLY PERFORM
YOUR DUTIES UNDER THIS AGREEMENT AND YOUR CONTRACT OF EMPLOYMENT AS WELL AS SUCH
OTHER REASONABLE DUTIES OR DIRECTIONS GIVEN BY THE COMPANY.
IF YOU BREACH IN
ANY MATERIAL RESPECT ANY OF THE TERMS OF THIS AGREEMENT OR YOUR CONTRACT OF
EMPLOYMENT OR IF YOU ARE GUILTY OF ANY SERIOUS MISCONDUCT OR ANY OTHER CONDUCT
WHICH AFFECTS OR IS LIKELY TO AFFECT PREJUDICIALLY THE INTERESTS OF THE COMPANY,
THE COMPANY MAY TERMINATE THIS AGREEMENT WITH IMMEDIATE EFFECT AND WITHOUT
MAKING AND/OR INCURRING ANY LIABILITY FOR THE PAYMENTS REFERRED TO IN THIS
AGREEMENT.
3
SUBJECT TO PARAGRAPH 2 ABOVE, ON THE NEXT AVAILABLE PAYROLL RUN AFTER
THE TERMINATION DATE THE COMPANY WILL PAY INTO THE BANK ACCOUNT INTO WHICH YOUR
SALARY IS NORMALLY PAID ALL OUTSTANDING PAYMENTS OWED TO YOU IN RESPECT OF YOUR
BASIC SALARY AND OTHER CONTRACTUAL BENEFITS UP TO AND INCLUDING THE TERMINATION
DATE (LESS TAX, NATIONAL INSURANCE AND ANY EMPLOYEE PENSION CONTRIBUTIONS).
Subject to the Company's receipt of this Agreement signed by you and your
independent advisor by the Termination Date, you will also be paid the following
payments less any tax and national insurance and pension contributions:
3.1
A SUM IN LIEU OF (AT THE DATE OF THIS AGREEMENT) EIGHT DAYS OF
ACCRUED, BUT UNTAKEN, HOLIDAY PRO RATA TO THE TERMINATION DATE;
3.2
A SUM IN LIEU OF 28 DAYS HOLIDAY WHICH WOULD HAVE ACCRUED DURING
YOUR NOTICE PERIOD (£35,538, THIRTY FIVE THOUSAND, FIVE HUNDRED AND THIRTY EIGHT
POUNDS);
3.3
A PAYMENT OF £330,000 (THREE HUNDRED AND THIRTY THOUSAND POUNDS)
REPRESENTING THE SALARY THAT WOULD HAVE BEEN PAID TO YOU DURING YOUR NOTICE
PERIOD;
3.4
A PAYMENT OF £13,858.00 (THIRTEEN THOUSAND EIGHT HUNDRED AND FIFTY
EIGHT POUNDS) IN RESPECT OF CAR ALLOWANCE PAYMENTS TOGETHER WITH HEALTH AND
DENTAL CARE BENEFITS THAT WOULD HAVE BEEN APPLICABLE DURING YOUR NOTICE PERIOD;
3.5
A PAYMENT OF £3,000 (THREE THOUSAND POUNDS) IN LIEU OF YOUR FUEL
ALLOWANCE DURING YOUR NOTICE PERIOD;
3.6
SUBJECT TO THE RULES OF THE PENSION SCHEME, TO ITS REGISTERED
STATUS NOT BEING PREJUDICED AND TO SUCH LIMITS ON (AND OTHER PROVISIONS RELATING
TO) CONTRIBUTIONS AND BENEFITS (AND/ OR THE TAX RELIEF THEREON) AS APPLY FROM
TIME TO TIME IN ACCORDANCE WITH, AS THE SCHEME MAY BE, THE SCHEME'S OWN RULES OR
THE PREVAILING PRACTICE OF HM REVENUE & CUSTOMS OR THE PROVISIONS OF THE FINANCE
ACT 1984, THE COMPANY WILL PROCURE THAT A PAYMENT OF £15,750 (FIFTEEN THOUSAND
SEVEN HUNDRED AND FIFTY POUNDS) IS MADE TO THE TRUSTEES OR MANAGERS OF THE