Common use of Release Agreement Clause in Contracts

Release Agreement. Notwithstanding any provision of the Agreement to the contrary, in order to receive the vesting acceleration provided under Section 6(a)(4)(A) or the severance benefits provided under Section 6(b)(1), (2), or (3), the Executive must first execute an appropriate release agreement (on a form provided by the Company) whereby the Executive agrees to release and waive, in return for such vesting acceleration or severance benefits, any claims that Executive may have against the Company or any of its Affiliates including, without limitation, for unlawful discrimination (e.g., Title VII of the Civil Rights Act); provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Executive for (a) any payment or benefit that may be due or payable under this Agreement or any vested benefits under any employee benefit plan or program or (b) non-payment of salary or benefits to which Executive is entitled from the Company as of the Termination Date. The release agreement must be provided to Executive within five (5) days following the Termination Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Termination Date; provided, however, the second release agreement required for an Anticipatory Termination Payment under Section 6(b)(1)(B) must be provided to Executive within five (5) days following the Change in Control Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Change in Control Date. Any payments to which Executive becomes entitled pursuant to Section 6(b)(1), shall be paid within ten (10) days after the executed release agreement (or executed second release agreement with respect to an Anticipatory Termination Payment) has been timely returned to the Company for counter-signature and become effective and non-revocable by Executive under the terms of the release agreement. Notwithstanding anything in this Agreement to the contrary, to the extent that any severance payments or benefits provided under Section 6(a)(4)(A) or Section 6(b) are deferred compensation under Code Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the release agreement spans two calendar years, the severance payments or benefits will not be made or begin until the later calendar year.

Release Agreement. Notwithstanding any provision Appendix E of the Employment Agreement is amended in its entirety to read as set forth on Exhibit B. The Company also agrees to (A) subject to the contraryExecutive’s execution and delivery to the Company of the general release of claims set forth in Section 7(e) of the Employment Agreement, in order to receive (i) make, on a pro rata basis, any applicable Annual Bonus payment (including any Annual Bonus for the vesting acceleration provided under Section 6(a)(4)(A) or the severance benefits provided under Section 6(b)(12008 fiscal year), (2), or (3), the Executive must first execute an appropriate release agreement (on a form provided by the Company) whereby the Executive agrees to release and waive, in return for such vesting acceleration or severance benefits, any claims that Executive may have against the Company or any of its Affiliates including, without limitation, for unlawful discrimination (e.g., Title VII of the Civil Rights Act); provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Executive for (a) any payment or benefit that may be due or payable under this Agreement or any vested benefits under any employee benefit plan or program or (b) non-payment of salary or benefits to which Executive is entitled from the Company as of the Termination Date. The release agreement must be provided to Executive within five (5) days following the Termination Dateif any, and signed by Executive and returned any 2006/2008 Long Term Incentive Plan (“2006 LTIP”) payment, if any, to you at the same time such payments are made to the Company’s employees and, and in any applicable revocation period must have expiredevent, no later than sixty the end of the following year in which such payment was earned; and (60ii) days following in accordance with the Termination Date; provided, however, provisions of a Non Qualified Stock Option Notice dated 20 September 2004 (the second release agreement required for an Anticipatory Termination Payment under Section 6(b)(1)(B“Stock Option Notice”) must be provided to Executive within five and the Virgin Media Inc. 2006 Stock Incentive Plan (5the “2006 Plan”) days following the Change in Control Date, and signed by Executive and returned that 100,000 of your grant pursuant to the terms of the Stock Option Notice and the 2006 Plan and which are subject to vesting on 20 September 2008 will vest on the termination date of your employment; (B) pay your reasonable legal costs for legal advice as to the terms and effect of this letter up to a maximum of $12,000; and (C) pay all expense reimbursements to you in accordance with the Company’s policy on reimbursement of expenses and, and in any applicable revocation period must have expiredevent, no later than sixty (60) days the end of the taxable year following the Change year in Control Datewhich such expense was incurred provided such expenses are payable in accordance with Section 5(b) of the Employment Agreement. Any payments This amendment is effective as of January 1, 2007. This letter also acknowledges the increase in your Base Salary to which Executive becomes entitled pursuant £330,000 per annum made in 2006, and the further increase in your Base Salary to Section 6(b)(1)£339,900 effective September 1, shall be paid within ten (10) days after 2007. This letter confirms our understanding on these matters and your Employment Agreement with the executed release agreement (or executed second release agreement Company is amended in accordance with the foregoing. This letter also confirms your waiver of notice of renewal under the Employment Agreement with respect to an Anticipatory Termination Payment) has been timely returned to this extension. Terms used but not defined in this letter shall have the Company for counter-signature meaning of such terms as defined in your Employment Agreement. This letter is governed by and become effective and non-revocable by Executive under construed in accordance with the terms laws of the release agreementState of New York. Notwithstanding anything in this Agreement to the contrarySincerely, to the extent that any severance payments or benefits provided under Section 6(a)(4)(A) or Section 6(b) are deferred compensation under Code Section 409A, VIRGIN MEDIA INC. By: /s/ Xxxxx X Xxxx Name: Xxxxx X Xxxx Title: Secretary and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the release agreement spans two calendar years, the severance payments or benefits will not be made or begin until the later calendar year.General Counsel AGREED & ACCEPTED: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Exhibit A

Release Agreement. Notwithstanding any provision of the Agreement to the contrary, in order to receive the vesting acceleration provided under Section 6(a)(4)(A) or the severance benefits provided under Section 6(b)(1), (2), or (3), the Executive must first execute an appropriate release agreement (on a form provided by the Company) whereby the Executive agrees to release and waive, in return for such vesting acceleration or severance benefits, any claims that Executive may have against the Company or any of its Affiliates including, without limitation, for unlawful discrimination (e.g., Title VII of the Civil Rights Act); provided, however, such release agreement shall not release any claim or cause of action by or on behalf of the Executive for (a) any payment or benefit that may be due or payable under this Agreement or any vested benefits under any employee benefit plan or program or (b) non-payment of salary or benefits to which Executive is entitled from the Company as of the Termination Date. The release agreement must be provided to Executive within five (5) days following the Termination Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Termination Date; provided, however, the second release agreement required for an Anticipatory Termination Payment under Section 6(b)(1)(B) must be provided to Executive within five (5) days following the Change in Control Date, and signed by Executive and returned to the Company, and any applicable revocation period must have expired, no later than sixty (60) days following the Change in Control Date. Any payments to which Executive becomes entitled pursuant to Section 6(b)(1), shall be paid within ten (10) days after the executed release agreement (or executed second release agreement with respect to an Anticipatory Termination Payment) has been timely returned to the Company for counter-signature and become effective and non-revocable by Executive under the terms of the release agreement. Notwithstanding anything in this Agreement to the contrary, to the extent that any severance payments or benefits provided under Section 6(a)(4)(A) or Section 6(b) are deferred compensation under Code Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which Executive may consider and sign the release agreement spans two calendar years, the severance payments or benefits will not be made or begin until the later calendar year.by