Exhibit 10.1
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TELEWEST COMMUNICATIONS GROUP LTD
STATEMENT OF TERMS AND CONDITIONS
Employer: TELEWEST COMMUNICATIONS GROUP LIMITED ("the
Company") whose registered office is at Export
House, Cawsey Way, Woking, Surrey GU21 60X
Employee: Malcolm Wall
The Close 2 Longfield Drive London SW14 7AU
Initial place of
employment will be: 160 Great Portland Street,
London W1W 5QA
THIS STATEMENT SHOULD BE READ IN CONJUNCTION WITH
(A) THE COMPANY HANDBOOK AND POLICIES: THE HANDBOOK DOES NOT FORM PART OF
YOUR CONTACT OF EMPLOYMENT UNLESS SPECIFICALLY STATED, AND IS INTENDED
TO BE FOR GUIDANCE ONLY.
(B) THE SUMMARY OF EMPLOYMENT OFFER ATTACHED HERETO AS ANNEX 1; THE TERMS
THEREOF ARE DEEMED INCORPORATED HEREIN.
1) COMMENCEMENT OF EMPLOYMENT
Your employment under this contract will commence on 1 February 2006
and your period of continuous employment for the purposes of the
Employment Rights Act 1996 (or as amended) will commence on 1 February
2006.
Unless otherwise deemed by law or agreed between you and the Company,
no period or employment with a previous employer or prior employment by
the Company shall be treated as continuous with your employment by the
Company under this contract.
2) POSITION
You will be employed as CHIEF EXECUTIVE OFFICER, CONTENT DIVISION.
In this position you will initially report to the Chairman of
Telewest. Upon completion of the pending merger between the Telewest
and ntl groups, you will report to the Chief Executive of the combined
group.
You are required to comply with all the Company's rules and policies.
The Company reserves the right to vary any of these rules, regulations
and policies, or to introduce new ones and you will be notified of any
such changes.
You agree that you will diligently perform all duties assigned to you
(provided always that you shall not be required to undertake duties
which are inconsistent with your status and responsibilities as Chief
Executive Officer, Content Division) and that you will use all
reasonable endeavours to further the interests of the Company.
3) HOURS OF WORK
You will be required to work a minimum of 37.5 hours per week between
such starting and finishing times as may be determined by the needs of
the business. In the event of any permanent change to your hours of
work notice will be given in accordance with your contract.
In addition, hours of work may on occasion extend beyond your normal
shift pattern. You will be required to be flexible in working such
reasonable additional hours as may be required. The Company reserves
the right to alter these hours from time to time to meet the needs of
the business. At discretion of the Company, you may be required to
work outside or in excess of these normal working hours to meet the
Company's requirements. If this is necessary payment for overtime will
not be given.
The Company's policy under the Working Time Regulations 1998 stipulates
that your hours of work including overtime and call out, may exceed an
average of 48 hours per week when averaged over 17 weeks. By signing
this statement of Terms and Conditions, you agree to work more than 48
hours per week, when averaged over 17 weeks, as and when required.
This agreement will be effective unless you give written notice to your
manager, before signing this agreement, signed and dated by you, that
you do not wish to work in excess of an average of 48 hours per week,
over 17 weeks.
4) MOBILITY
Your place of work is as stated above or such other place as the
Content Division Head Office is from time to time located in Greater
London or within reasonable commuting distance of your home (at the
time of relocation).
For the avoidance of doubt, you may be required to attend and/or be
temporarily located at such other business premises of the Company from
time to time as necessary for the proper performance of your duties.
In the event of a change of work place, you will be entitled to receive
benefits under either the relevant Short Term Mobility or Relocation
policy.
5) PAYMENT
Your basic salary will be at the rate of GBP 350,000 per annum, or such
other sums as may be notified to you in writing.
Your salary will be reviewed annually, but will not necessarily be
increased.
A non-contractual, discretionary annual bonus scheme will be
implemented by the merged group on completion of the pending merger
between the ntl and Telewest groups under the terms of which the bonus
opportunity for a manager of your seniority will be 0-75-150%. This
bonus will be payable based on performance against Company objectives
set for each calendar year (with the 75% level payable for full
achievement of objectives). The bonus will be fully discretionary and
subject to change or withdrawal at the complete discretion of the
Company.
Your salary will be payable monthly on the closest preceding working
day to the 26th of each month. This will be paid 26 days in arrears,
the remainder of the month in advance and net of all standard and
agreed deductions. You agree that during the period of your employment
you will maintain a Bank, Building Society or similar account for the
purpose of receiving the payment of your salary.
The Company reserves the right to deduct from your remuneration, and
you agree that the Company will deduct from your remuneration, any
monies due to the Company and notified to you, at any time that such a
debt accrues or from final payment due on the termination of
employment. The Company reserves the right to claim any shortfall from
you, and you agree to pay this, should insufficient monies exist in
your final salary. This includes any payment of training pay, salary
advances, or such loans, any monies owing under any concessionary
services arrangements or any other payments issued either at
commencement of employment, or at any time during employment and any
monies owing according to the company vehicle policy. This clause will
also apply in cases of overpayment of any remuneration or any other
payments (statutory or discretionary) made by error or through any
misrepresentation otherwise by the Company, you or any third party.
The Company also reserves the right to withhold payment or deduct from
salary a day's pay for each unauthorised day of absence.
6) TERMINATION OF EMPLOYMENT
You or the Company may terminate your employment by serving notice in
writing as follows:
LENGTH OF SERVICE LENGTH OF NOTICE
At any time 12 months by you, 12 months by the Company
As an alternative to you working out the notice period, the Company may
in lieu of notice pay a sum equivalent to salary and the value of the
following contractual benefits (unless actually provided): car
allowance, pension and executive retirement scheme contributions. In
addition, in these circumstances you would retain the benefit of the
Company's private medical cover for twelve months from the date of
termination or until you obtained alternative employment (if earlier).
Relevant [p]ayments would be made no later than 28 days following
termination.
The Company reserves the right to terminate your employment without
notice and without payment in lieu of notice in cases of gross
misconduct and after a full investigation has taken place.
In the event that the Company terminates your employment without due
notice and other than for gross misconduct, it shall in lieu of notice
pay you a sum equivalent to salary and the value of the following
contractual benefits (unless actually provided): car allowance, pension
and executive retirement scheme contributions. In addition, in these
circumstances you would retain the benefit of the Company's private
medical cover for twelve months from the date of termination or until
you obtained alternative employment (if earlier). Relevant payments
would be made no later than 28 days following termination.
During your period of notice, whether given by you or the Company, the
Company may refuse to allow holiday to be taken, if deemed
appropriate. Alternatively, during any period of notice, the Company
may require you to take any outstanding holiday.
The Company may, with reasonable cause, suspend you from your
employment on full basic salary at any time for the purpose of a
disciplinary investigation but for no longer than is reasonably
necessary to complete any investigatory process.
On termination of your employment, you are required immediately to
surrender to the Company in accordance with its instructions all books,
documents, papers, reports and copies thereof and all other property
and materials belonging to the Company or any of its associated
companies or relating to it's business affairs or dealings which are in
your possession or under your control, including but not limited to any
car, portable computer, and mobile phone or pager provided with your
employment. In this Agreement 'ASSOCIATED COMPANY' includes any firm,
company, corporation or other organisation which: (a) is directly or
indirectly controlled by the Company; or (b) directly or indirectly
controls the Company; or (c) is directly or indirectly controlled by a
third party who directly or indirectly controls the Company.
You may be required, during any period of notice of termination given
either by yourself or the Company, at the request of the Company, to
take leave during which you will be entitled to normal remuneration and
benefits. You may not be required to attend at work, nor to carry out
any duties, but you would be required to ensure that you are available
at all times during that period at the request of the Company. You
would during this period, not be entitled to access to the Company's
premises without prior permission from your manager.
In the event that your employment is terminated by the Company other
than for gross misconduct, you shall be entitled to be paid a pro rata
bonus for the then bonus year from its commencement until the date upon
which your employment terminates. The payment would be made at the
same time as bonus payments for the relevant calendar year are paid
generally (which historically has been in the following March for each
calendar year) and is paid at the same percentage level as is paid out
to comparable executives within the same business division.
7) CHANGE OF TERMS AND CONDITIONS OF EMPLOYMENT
From time to time there may be variations in your Terms and Conditions
of employment. Any changes will be notified to you in a statement of
variation to our original Statement of Terms and Conditions. Your
agreement to any change will be sought at least 4 weeks before the
change becomes effective. You will be notified of any such change and
it will be considered to have been accepted by you if you continue to
work in accordance with the change in terms for a period of 4 weeks.
8) PROTECTION OF TELEWEST'S BUSINESS INTERESTS
8.1 You acknowledge that following termination of your employment you
will be in a position to compete unfairly with the Telewest Group
as a result of the confidential information, trade secrets and
knowledge about the business, operations, customers, suppliers
and employees of the Telewest Group you acquired or will acquire
and through the connections that you have developed and will
develop at the expense of the Telewest Group. You agree to enter
into the restrictions in this Clause 8 for the purpose of
protecting the Telewest Group's legitimate business interests and
in particular the confidential information, goodwill and the
stable trained workforce of the Telewest Group.
8.2 You shall not during the Restricted Period without the prior
written consent of the Company (such consent not to be
unreasonably withheld) WORK FOR OR WITH any Competing Business in
the United Kingdom. In this Clause 8.2, to "WORK FOR OR WITH"
means to set up, carry on, be employed in, provide services to,
be associated with, or be engaged or interested in (whether as a
director, employee, principal, agent or otherwise), provided that
nothing in this Clause 8.2 shall restrict you from owning up to
3% of the listed shares of any public company whose shares are
quoted on any recognised stock exchange.
8.3 You shall not during the Restricted Period without the prior
written consent of the Company (such consent not to be
unreasonably withheld):
8.3.1 solicit or entice away, or attempt to entice away from
the Telewest Group any Restricted Employee (as defined
below);
8.3.2 employ, offer to employ or enter into partnership with
any Restricted Employee
in connection with or on behalf of any Competing Business.
8.4 In this Clause 8, the following words and phrases shall have the
following meanings:
"RESTRICTED PERIOD" means a period of twelve months after the
termination of your employment at the Company PROVIDED ALWAYS
that where you are placed on garden leave during the notice
period, the period actually spent on garden leave shall be set
off against the Restricted Period to reduce it accordingly:
(a) for the purposes of clause 8.2 above, provided you do not have
any material dealings with any Competing Business during the
period spent on gardening leave which would be prohibited by
clause 8.2 above during the Restricted Period; and
(b) for the purposes of clauses 8.3.1 and 8.3.2, where you are not
in material contact with Restricted Employees during the
period spent on garden leave;
"RESTRICTED BUSINESS" means any part of the business of the
Telewest Group which:
(a) was carried on at any time during the six months immediately
prior to the date of termination of your employment; or
(b) is to your knowledge to be carried out at any time during the
six months immediately following the date of termination of
your employment;
and which you were materially concerned with or had management
responsibility for (or had substantial confidential information
regarding) at any time during the period of 12 months immediately
prior to the date of termination of your employment;
"COMPETING BUSINESS" means any business which is (or is intended
to be) competitive with the Restricted Business;
"RESTRICTED EMPLOYEE" means anyone who was a senior employee of
the Telewest Group at the date of termination of your employment
and who you managed (directly or indirectly) or otherwise worked
with on a regular basis at any time during the 12 months
preceding the termination of your employment. For these purposes
a "senior employee" means an employee of the Telewest Group who
(i) was of Telewest management grade 3 or higher (or the
equivalent under any grading structure in place at the date of
the termination of your employment) and/or (ii) was working in
any research, technical, IT, financial, marketing or sales
function or other managerial role. For the avoidance of doubt,
anyone who was employed solely in an administrative, clerical,
manual or secretarial capacity shall not be considered to be a
senior employee;
"TELEWEST GROUP" means the Company, Telewest Communications
Networks Limited (a company registered in England with registered
number 03071086) and all subsidiaries of Telewest Communications
Networks Limited (where 'subsidiaries' has the meaning attributed
to it in section 736 of the Companies Act 1985);
"PERSON" means an individual, corporation, limited or unlimited
liability company, general or limited partnership, trust,
unincorporated association, joint venture, joint-stock company,
government, governmental authority or agency or any other legal
entity.
8.5 The restrictions contained in this Clause 8 are considered by the
parties to be reasonable in all the circumstances. Each sub
clause constitutes an entirely separate and independent
restriction and the duration, extent and application of each of
the restrictions are no greater than is necessary for the
protection of the interests of the Company and any Telewest Group
company.
9) FIDELITY
You agree that you shall not at any time during your employment or at
any time after its termination directly or indirectly use or disclose
trade secrets or confidential information relating to the Company or
its associated companies or to their agents, customers, or suppliers.
Confidential information and trade secrets shall include but are not
limited to:
9.1 the business methods and information of the Company or its
associated companies including prices charged, discounts given to
customers or obtained from suppliers, product development,
marketing and advertising programmes, costings, budgets,
turnover, sales targets or other financial information;
9.2 lists and particulars of the Company's and its associated
companies' suppliers and customers and the individual contacts at
such suppliers and customers;
9.3 details and terms of the Company's and its associated companies'
agreements with suppliers and customers;
9.4 secret manufacturing or production processes and know how
employed by the Company or its associated companies.
Nothing in this agreement shall restrict the rights of the employee
from making a protected disclosure under Section 43B of the Employment
Rights Act 1996, however you agree that you shall first report any such
matter to your line manager in writing. This clause shall not apply to
information that comes into the public domain otherwise than through
unauthorised disclosure by you.
10) EXCLUSIVITY OF SERVICE
10.1 Save as set out in Clause 10.3 below, you are required to devote
your full time attention and abilities to your job during working
hours, and to act in the best interests of the Company at all
times.
10.2 Save as set out in Clause 10.3 below, you must not, without the
written consent of the Company, be in any way directly or
indirectly engaged or concerned with any other business or
undertaking during your employment by the Company. However, this
does not preclude your holding no more than 5% of the equity in
any Company which is quoted on a recognised Stock Exchange.
10.3 Subject to the prior written approval of the Company, which shall
not be unreasonably withheld, you may hold no more than two
non-executive directorships at any one time during your
employment by the Company. For the avoidance of doubt, in the
event that the Company has approved your acting as a
non-executive director of a third party company, but subsequently
reasonably withdraws that approval, you agree to resign such
directorship as soon as is reasonably practicable. In any twelve
month period, the total working hours which may be spent by you
on work relating to such non-executive directorships shall not
exceed 5% of your normal working hours at the Company.
11) PENSION SCHEME
The Company operates a contributory pension scheme, which you will be
eligible to join after you have completed any applicable qualifying
period. For further details please refer to enclosed Company handbook.
12) OTHER BENEFITS
You will be entitled to Company benefits as detailed in the
accompanying summary of employment offer and as set out in the Company
Handbook.
13) HOLIDAYS
The holiday year runs from 1 January to 31 December. Your basic
holiday entitlement is 25 working days in each calendar year.
Entitlement is accrued pro rated from the first day of employment and
is calculated on a daily basis.
Holidays must be taken at times convenient to the Company and at least
14 days notice of intention to take holiday must be given to your
immediate manager. No more than 10 working days holiday may be taken
at any one time unless prior permission is given by your immediate
manager.
You are required to take at least 20 days of your holiday entitlement
each year, (or pro-rata as appropriate). It may be possible to carry
over entitlement in excess of these 20 days (but only up to a maximum
of 5 days), by prior arrangement with your manager and must be taken by
31st March, the following year. Holidays which have been accrued, but
not taken, will be accrued on the basis of complete months worked only.
(a) Holiday Pay
The sales commission scheme is calculated to include paid Holiday
entitlement, which means that you will not be disadvantaged when you
are on leave. For those employees with less than one year's service,
payment for holidays will be based on OTE, payable monthly. For those
employees with over one year's service, payment will be based on your
average commission earnings over the previous 12 months, payable
monthly. Any excess of holiday taken over earned entitlement will be
deducted from your entitlement to final pay on leaving. If this amount
is in excess of your final pay, we may seek to recover this money from
you. Payment for any unused entitlement on leaving will be added to
your final salary.
(b) Public Holidays
In addition to annual leave, Telewest recognises 3 fixed public
holidays: Christmas Day, Boxing Day, and New Years day.
A system of flexible holidays operates for the remaining public
holidays of the year. 5 flexible public holidays exist in England and
Wales (6 in Scotland), which as a guide fall as follows:
o England & Wales: Good Friday, Easter Monday, May Day, Spring Bank
holiday, August Bank Holiday, and any other day as decreed by
Parliament.
o Scotland: Scottish New Year, Easter Holiday, May Day, Spring Bank
Holiday, Trade Holiday, Autumn Holiday, and any other day as decreed
by Parliament.
If your work pattern schedules you to work on a day which is recognised
as a flexible public holiday, and you are required to work, you will be
entitled to take one of your flexible holidays within one month either
side of the public holiday or at another time to be agreed with your
manager.
If your work pattern schedules you to work on a day that is recognised
as a flexible public holiday, and you are not required to work, you
will use one of your flexible holidays on that day.
If the public holiday falls on a scheduled rest day on your rota, you
will be entitled to take one of your flexible holidays within one month
either side of the public holiday or at another time to be agreed with
your manager.
As with all holiday entitlement, the number of flexible holiday days
per year is determined by your service in that holiday year.
14) SICKNESS, ABSENCE AND SICK PAY
The procedure to follow in the event of sickness or injury preventing
you from attending work can be found in the Company Handbook. Your
entitlement to sick pay is under the statutory sick pay scheme and the
Company's sick pay scheme (as amended below). Sick pay is based on
basic pay inclusive of any statutory sick pay where applicable.
Company Sick Pay
Up to one year of continuous service 3 weeks
Between 1 and 2 years of continuous service 6 weeks
Over 2 years 13 weeks
Company sick pay is paid as appropriate, on a rolling twelve month
basis, starting with the date of commencement of sickness. It is only
paid at the discretion of the Company, where the Company/Company Doctor
believe that the illness is bona fide.
Extended Company Sick Pay
In exceptional circumstances the Company may provide up to a maximum of
a further 13 weeks of pay for employees with more than one year's
service. This payment may be made available once the Company Sick Pay
Entitlement has been exhausted and is at the discretion of your
Functional Director and HR Director / HR HoD. For more information
please refer to the absence policy available on Oneline.
Where the discretion to pay is exercised, the following table is
applied:
Weeks Percentage of Salary
One to Four 100%
Five to Eight 90%
Nine to Thirteen 80%
Income Protection Insurance
For further details please refer to the Company Handbook.
The availability of these sickness benefits does not preclude
dismissal, on the ground of incapability and the Company reserves the
right to take this course of action, as it deems appropriate, prior to
any of the above benefits becoming effective, or indeed during the
course of payment of any of them.
Following receipt of your completed medical questionnaire, on
commencement of employment, the Company reserves the right to request
you to undergo a medical examination, by a doctor appointed by the
Company or to request a report from your own General
Practitioner/Consultant. This is subject to your rights under the
Access to Medical Reports Act 1988. The results obtained must be
considered satisfactory to the Company and your employment may not be
confirmed until such a satisfactory result is available.
At any time during your employment your sickness record may be reviewed
and you may be asked to attend a medical examination with a doctor
appointed by the Company or to consent to a report taken from your own
General Practitioner or Consultant.
In all cases, the provisions of the Disability Discrimination Act 1995
will be considered by the Company and your rights under the Access to
Medical Reports Act 1988 will be preserved.
15) MATERNITY / PATERNITY PROVISION
Female employees are entitled to maternity leave and pay in accordance
with statutory and Company provisions. You are required to inform the
Company, as soon as you are in a position to do so, that your pregnancy
has been confirmed. Details are to be found in the "Maternity policy"
available from your HR department.
Male employees are entitled to 10 days paid leave, to be taken within 8
weeks of your wife or partner having a baby. Statutory Parental leave
entitlements are detailed in the "Parental Leave" policy. This is
available on Oneline.
16) GRIEVANCE AND DISCIPLINE
GRIEVANCE PROCEDURE
If you have a grievance regarding your employment you should refer to
the grievance procedure which is set out in the Company Handbook.
DISCIPLINARY PROCEDURE
The disciplinary rules are also to be found in the Company Handbook.
17) PERFORMANCE APPRAISAL
In relation to the performance of your duties, you will be required to
participate in the appraisal scheme operated within the Company,
subject to any amendments or modifications that may be made to the
scheme. For this purpose participation means being involved in the
scheme as an appraisee, or appraiser, or both. Review of salary from
time to time will be affected by the outcome of the annual appraisal.
18) COLLECTIVE AGREEMENT
The Company currently recognises CWU as part of the collective
agreement process.
19) EMPLOYMENT OUTSIDE THE UNITED KINGDOM
There are no particulars to be given to you relating to employment
outside the United Kingdom.
20) INTELLECTUAL PROPERTY
You agree to disclose and assign to the Company all interests, sole or
joint, in:
20.1 any improvements or inventions devised wholly or partly by you
(whether or not such improvements or inventions are patentable);
and
20.2 any materials in relation to which any copyright exists; and
20.3 any designs (whether or not such designs are registerable); and
20.4 any other materials in relation to which intellectual property
rights of any kind subsist a may subsist
(together "Materials")
in each case where such Materials (or your contributions to them) are
created in the course of your employment by the Company, or are created
or arise as a result of such employment. For the avoidance of doubt,
relevant Materials shall include but not be limited to Materials which
pertain to the products and business of the Company, or of the parent
or any subsidiary company or division or associated company of the
Company. You agree to disclose and assign all papers and impart all
such information as may be necessary for the use and exploitation of
such Materials (and any copyright in any such papers and/or information
will, at all times, belong to the Company).
If your work with the Company involves you in handling confidential
information in relation to Materials or in the creation of any
Materials, you may be required from time to time to sign an additional
agreement or agreements relating to the ownership and/or protection or
the relevant Materials and you agree to do so.
21) GIFTS AND GRATUITIES
You may not at any time accept any gift, gratuity or any other benefit
in cash or kind, offered by any supplier, customer, or prospective
supplier or customer or other third party other than in the proper
performance of your duties, without the prior written consent of the
Company.
22) DUTY TO REPORT
It is expected that you will act with due diligence and utmost honesty
at all times. The Company sees it as your duty to report any acts of
misconduct, dishonesty, breach of Company rules committed,
contemplated, or discussed by another employee or any other third
party. A failure to do so on your part may be regarded as serious and
could lead to disciplinary action being taken against you, up to and
including dismissal.
Your employment rights will be protected by the Public Interest
Disclosure Act 1988, or as amended.
23) NOTIFICATION OF CONVICTIONS
You are required to notify your manager if you are charged with any
offence or convicted. This is either prior to or during your
employment and is subject to The Rehabilitation of Offenders Act 1974.
Failure to disclose charges or convictions may result in disciplinary
action being taken against you, up to and including dismissal.
24) INTERNAL INVESTIGATION
Fraud and Security investigators may investigate any employee where
there is reasonable suspicion of fraud or criminal activity against the
company.
Further details are to be found in the Company Handbook or relevant
policy.
25) SEVERABILITY
If any provision of this agreement, or of a clause hereof, is
determined to be illegal or unenforceable by any court of law or any
competent governmental or other authority, the remaining provisions
within that clause and the remainder of this agreement shall be
severable and enforceable in accordance with their terms so long as
this agreement without such terms or provisions does not fail of it's
essential purpose. The parties shall negotiate in good faith to
replace any such illegal or unenforceable provisions with suitable
substitute provisions which will maintain as far as possible the
purposes and the effect of this agreement.
26) IT SECURITY
Every employee is responsible for complying with the security
requirements detailed in the IT Security Policies and Procedures
Documents. This will be by using appropriate safeguards to protect
systems and data, by protecting sensitive data from improper
disclosure, by backing up critical data periodically, and if a security
incident occurs, by following proper incident response procedures.
Further details are to be found in the relevant Policy/Company Handbook.
27) GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of England and each of the parties irrevocably submits to the
exclusive jurisdiction of the courts of England. In this Agreement,
the headings are used for convenience only and shall not affect its
interpretation.
ANY PREVIOUS CONTRACT OF EMPLOYMENT BETWEEN THE COMPANY AND THE EMPLOYEE IS
HEREBY SUPERSEDED
Signed on behalf of the Company /s/ Cob Stenham
-------------------------
Date 31/01/06
-------------------------
I have read and agree to the Terms and Conditions of Employment stated above.
I confirm my start date as 1st Feb 2006
-------------------------
Signed by the employee /s/ Malcolm Wall
-------------------------
Date 31/01/06
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Please print employee name
ANNEX 1
MALCOLM WALL: SUMMARY OF EMPLOYMENT OFFER
POSITION: Chief Executive, Content Division
REPORTS TO: Chief Executive
START DATE: 1 February 2006
LOCATION 160 Great Portland Street, London W1W 5QA
BASE SALARY GBP 350,000 p.a.
BONUS A non-contractual, discretionary annual bonus scheme
will be implemented under which the bonus opportunity for
a manager of your seniority will be 0-75-150% of base
salary for each calendar year. This bonus will be payable
based on performance against company objectives set for
each calendar year (with the 75% level payable for full
achievement of objectives). The bonus scheme will be
subject to change or withdrawal at the complete
discretion of the company.
You will be eligible for participation in this bonus
scheme and any replacement or other scheme operated for
directors and senior executives.
SHARE OPTIONS Subject to approval by the compensation committee of
ntl (which has been granted verbally - to be confirmed in
writing) a grant of share options in relation to shares
in the merged company will be made on completion of the
pending merger between Telewest and ntl as follows:
a. options to be granted over 150,000 shares;
b. 30,000 options to vest immediately on grant;
c. remaining 120,000 options (the Deferred Options) to
vest over five years (in five equal tranches of 24,000 on
the first, second, third, fourth and fifth anniversaries
of the grant date) calculated from 1 January 2006;
d. strike price of all options to be set at the
mid-market closing price of the shares on the day on
which the grant is made;
e. the[re] shall be no performance criteria in relation
to the vesting of the options (vesting to be automatic
provided you are employed by the company on the vesting
date).
In the event that the merger is not concluded prior to 31
May 2006, Telewest shall procure an equivalent grant of
options under the Telewest scheme.
RESTRICTED STOCK Grant of 50,000 shares of restricted stock on completion
on completion of the merger, to vest in three equal
tranches on the first, second and third anniversaries of
grant calculated from 1 January 2006, subject to the
achievement of performance criteria (not yet determined).
LTIP LTIP scheme for the merged company as follows:
a. an annual award of share options to the value of 50%
of base salary (calculated using the Black-Scholes model)
to vest in five equal tranches over five years
(calculated in respect of 2006 from 1 January 2006) with
no performance criteria in relation to vesting.
b. an annual award of restricted stock to the value of
50% of base salary, to vest three years from the date of
the award (calculated in respect of 2006 from 1 January
2006), subject to the achievement of company performance
criteria (to be determined).
The LTIP will be fully discretionary and subject to
change or withdrawal at the complete discretion of the
company.
GOOD LEAVER In the event that your employment is terminated by
the Company (including constructive dismissal) otherwise
than for gross misconduct and without due notice (12
months) any decision in relation to the vesting of any
Share Option, Restricted Stock and Long Term Incentive
Plan entitlements where vesting dates would have fallen
within the twelve month notice period if notice had been
given will be in the sole discretion of the Compensation
Committee of the Board of the Company's ultimate holding
company. The Company agrees that in such circumstances it
will make or procure the making of recommendations to the
Compensation Committee in respect of such vesting and
that such recommendations shall be fair and reasonable in
all the circumstances (although for the avoidance of
doubt the Compensation Committee shall not be bound to
follow those recommendations).
NOTICE PERIOD Company - 12 months / Employee - 12 months
PENSION AND Telewest currently operates an occupational pension plan.
EXECUTIVE The plan is a "money purchase" arrangement, where
RETIREMENT the employee and the Company's contributions are
SCHEME invested and accumulate into an individual pot of money
to be used to purchase benefits to meet the employee's
circumstances at the time of retirement.
From Age 40
*Employee Contribution % *Company Contribution %
3 6
4 8
5 10
6 12
7 12
8 12
9 12
10 12
to to
15 12
*subject to
earnings cap
Currently all pension contributions are kept below an
"earnings cap of GBP 105,600. Before April 2006, as an
Executive, 20% of the difference between the earnings cap
and your basic salary, would be paid over to you for
personal investment i.e. 350,000 - 105,600 = 244,400 *
20% = GBP 48,880 pa (gross) paid monthly and subject to
the normal tax and national insurance deductions.
Following the introduction of the new regulations the
Company has set a "cap" of GBP 112,500. Therefore, as of
April 2006, as an Executive, 20% of the difference
between the new cap and your basic salary, would be paid
over to you for personal investment, i.e. 350,000 -
112,500 = 237,500 * 20% = GBP 47,500 pa (gross) paid
monthly and subject to the normal tax national insurance
deductions.
CAR ALLOWANCE GBP 10,800 p.a. (paid monthly)
HOLIDAY 25 days annually (1st January to 31st December)
PPP PPP Health Insurance cover will be provided by the
Company up to and inclusive of Family Cover. This is a
taxable benefit, and you will be taxed at your normal
rate of taxation. The taxable values for 05/06 are shown
below:
Single Cover GBP 362.00
Married Cover GBP 724.00
Family Cover GBP 977.00
Single Parent Cover GBP 615.00
Excess / Benefit Limitation
The policy contains an excess, whereby the first part of
a claim is not covered by the insurer. The excess is GBP
100.00
LIFE ASSURANCE Approved Life Assurance of 4 X *basic salary (*up to
salary earnings cap, presently GBP 105,600) in the event
of death.
Due to your level of remuneration you would be required
to undertake a medical examination to qualify for the
Fully Approved Life Assurance of 4 x basic salary above
the earnings cap.
INCOME Income Protection of 75% of basic salary for sickness
PROTECTION absence after 26 weeks of continuous absence, for a
maximum of a 5 year period.
Cover above the 'free cover level' of GBP 107,000 p.a. is
subject to satisfactory completion of a medical
declaration form.
CONDITION This offer is made subject to a company medical [plan]
and your health declaration, both of which must be
considered satisfactory by the company.