Exhibit 10.12
VIRGIN MEDIA INC.
909 Third Avenue
New York, New York
10022
July 31, 2009
Mr. Mark Schweitzer
[Address Intentionally
Omitted]
Reference is made to the employment agreement,
dated as of September 18, 2007, between you and Virgin Media
Inc., as amended (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)(i) 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 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 calendar
year (the “ Annual Bonus ”). The Executive
shall be entitled to participate in the Company’s 2008/2010
Long Term Incentive Plan (LTIP), as may be amended from time to
time. The LTIP is a discretionary Company scheme. The
Executive may elect to receive all or any portion of the cash bonus
or cash LTIP payment, if any, in U.S. dollars, subject to the
Company’s Exchange Rate Policy in effect from time to
time.
(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” or “annual cash
bonus” shall be replaced with the terms “Annual
Bonus” or “annual bonus”,
respectively.
2.
Release Agreement
Appendix C 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.
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).
|
|
Sincerely,
|
|
|
|
|
|
VIRGIN MEDIA INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bryan H Hall
|
|
|
Name:
|
Bryan H Hall
|
|
|
Title:
|
Secretary and General Counsel
|
|
|
|
|
|
|
|
|
AGREED & ACCEPTED:
|
|
|
|
|
|
|
|
|
/s/ Mark Schweitzer
|
|
|
Mark Schweitzer
|
2
Exhibit A
Release Agreement
WHEREAS, Mark Schweitzer (the
“ Executive ”) was employed by Virgin Media Inc.
(the “ Company ”) as its Chief Commercial
Officer pursuant to an Employment Agreement, dated as of
September 18, 2007, as amended (the “ Employment
Agreement ”);
NOW, THEREFORE, in consideration of
the following payments and benefits:
·
[list benefits] (collectively, the
“Payments and Benefits” ),
and the mutual release set forth herein, the
Executive voluntarily, knowingly and willingly accepts the Payments
and Benefits under this Release Agreement in full and final
settlement of any claims which the Executive has brought or could
bring against the Company in relation to the Executive’s
employment or the termination of that employment and agrees to the
terms of this Release Agreement.
1.
The Executive acknowledges
