Exhibit 10.10
VIRGIN MEDIA INC.
909 Third Avenue
New York, New York
10022
July 28, 2009
Mr. Bryan H. Hall
[Address Intentionally Omitted]
Reference is made to the employment agreement,
dated as of August 4, 2008, between you and Virgin Media Inc. (the
“Employment Agreement”).
In consideration of the mutual covenants
contained herein, and other good and valuable consideration,
including without limitation, the grant of options and restricted
stock units under the Company’s 2009 LTIP, receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree that the terms of the Employment Agreement will remain in
effect in all respects, except as follows:
1.
Bonus
Section 3(b) of the Employment
Agreement shall be amended and replaced in its entirety by the
following paragraphs:
“(b)
Annual Bonus/Other.
(i)(x)
During each fiscal year of the Company that the Employment Term is
in effect, the Executive shall be eligible to earn a bonus, paid in
U.S. dollars, in the sole discretion of the Board pursuant to the
terms of the Company’s Executive Bonus Scheme, in cash,
shares (restricted or otherwise) of the Company, or options or
phantom options over such shares or a mixture thereof at the
discretion of the Company’s Compensation Committee, in the
expected range of 0% to 150% (75% on-target) (prorated for any
partial fiscal year) (the “ Annual Bonus ”);
provided, that, for purposes of determining the percentage of Base
Salary as to which the Annual Bonus is measured, the Base Salary
shall be determined as if the Executive had elected to be paid
entirely in U.S. dollars; and provided, further, that the Executive
may elect prior to the payment of the Annual Bonus to convert all
or any portion of the Annual Bonus into U.K. pounds sterling at the
exchange rate offered under the Company’s Exchange Rate
Policy as in effect from time to time. The Executive shall be
entitled to a Bonus for the calendar year of 2009 if any Bonus
would otherwise have been paid to him had he been employed in the
2010 calendar year, subject to prorating and to being paid at the
same time that the Annual Bonus is made to participants
generally. In addition, if the Executive remains employed
through December 31, 2009, he shall be entitled to any LTIP payment
with respect to the 2007-2009 LTIP and 2008-2010 LTIP but not the
2009-2011 LTIP in the case of the 2008-2010 LTIP,
subject to prorating and to being
paid at the same time that the LTIP payment is made to participants
generally.
(y)
If the Company’s Compensation Committee determines that the
Executive’s gross negligence, fraud or other misconduct has
contributed to the any member of the Company Affiliated Group
having to restate all or a portion of its financial statements, the
Company’s Compensation Committee may if it determines in its
sole judgment that it is in the Company Affiliated Group ‘s
interest to do so, require reimbursement by the Executive of any
payment made under any bonus scheme where: (1) the payment under
that bonus scheme was predicated upon achieving certain financial
results that were subsequently the subject of a restatement of
financial statements of any member of the Company Affiliated Group
filed with the Securities and Exchange Commission and/or the
satisfaction of financial results or other performance metric
criteria which the Company’s Compensation Committee
subsequently determined were materially inaccurate; (2) the
Company’s Compensation Committee determines that the
Executive’s gross negligence, fraud or other misconduct
contributed to the need for the restatement and/or inaccuracy; and
(3) a lower bonus payment or award would have been made to the
Executive based upon the restated financial results or accurate
financial results or performance metric criteria. In any such
case the Company’s Compensation Committee may, to the extent
permitted by applicable law, recover from the Executive, whether or
not he remains in employment with the Company Affiliated Group, the
amount by which the Executive’s bonus payment or award for
the relevant period exceeded the lower payment or award, if any,
that would have been made based on the restated financial results
or accurate financial results or performance metric criteria.
The Executive agrees that he will upon demand by any member of the
Company Affiliated Group repay to the Company Affiliated Group the
sum so demanded within 21 days of receiving the demand for payment
and whether or not he remains the employee of the Company
Affiliated Group together with interest whichever is the greater of
5% or 1% above the Bank of England minimum lending rate from time
to time from the date of the bonus payment or award to the date of
actual repayment.”
All references in the Employment
Agreement to “Annual Cash Bonus” shall be replaced with
the term “Annual Bonus”.
2.
Additional Payments
Section 11 of the Employment
Agreement shall be amended and replaced in its entirety by the
following paragraph:
“11.
[intentionally deleted]”
3.
Release Agreement
Appendix E of the Employment
Agreement shall be amended and replaced in its entirety as set
forth on Exhibit A .
This letter confirms our understanding on these
matters and your Employment Agreement with the Company is amended
in accordance with the foregoing. Terms used but not defined
in this letter shall have the meaning of such terms as defined in
your Employment Agreement.
2
This letter shall be governed by and construed
in accordance with the internal laws of the State of New York
(without regard, to the extent permitted by law, to any conflict of
law rules which might result in the application of laws of any
other jurisdiction).
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Sincerely,
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VIRGIN MEDIA INC.
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By:
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/s/ James F. Mooney
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Name:
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James F. Mooney
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Title:
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Chairman
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AGREED & ACCEPTED:
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/s/ Bryan H. Hall
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Bryan H. Hall
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3
Exhibit A
Form of Release
Agreement
WHEREAS, Bryan H. Hall (the “
Executive ”) was employed by Virgin Media Inc. (the
“ Company ”) as its General Counsel pursuant to
a Second Amended & Restated Employment Agreement, dated as of
August 4, 2008, as amended (the “ Employment Agreement
”);
NOW, THEREFORE, in consideration of
the following payments and benefits:
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