EXHIBIT 4.42
PRIVATE AND CONFIDENTIAL
Cob Stenham
Broughton House
6-8 Sackville Street
London
W1X 1DD
Dear Cob
Appointment as Non-Executive Chairman of the Board of Directors of Telewest
Communications plc
On behalf of Telewest Communications plc (Telewest), I write to confirm your
appointment as the Non-Executive Chairman of the Company with effect from 1
December 1999 on the following terms:
Appointment
1 Your appointment, subject to re-election when appropriate by the
Company in General Meeting, will be for an initial fixed term of one
year expiring on 1 December 2000 and shall continue unless or until
terminated by either party giving to the other 12 months' written
notice, expiring on or after 1 December 2000. Any payment in lieu of
notice will not be subject to any deduction for mitigation or potential
mitigation of loss suffered. In addition, your appointment will be
subject to the Company's Articles of Association and will be reviewed
on 1 December 2002.
Duties
2 During you Appointment, you will be required to contribute between 2
and 3 full days per week to the business of the Company, to be
available to the Board and the major shareholders as required, to
attend the annual general meeting of the Company, regular and emergency
Board meetings, any extraordinary general meeting of the Company and to
serve on the Audit and Remuneration. committees of the Board.
Fees
3 You will be entitled to a fee for your services as a Director of
(pound)175,000 per annum (less any necessary statutory deductions).
This will be payable in arrears by equal monthly instalments.
Expenses
4 In addition to the fees described in paragraph 4 above, the Company
shall reimburse you for all reasonable out of pocket expenses
necessarily incurred in carrying out your duties.
5 In order to enable you to carry out the duties of your office, you will
after consultation with the Board (and, if appropriate, jointly with
any other Non-Executive Directors whose interests are the same as
yours), be entitled to seek external independent legal advice at the
Company's expense.
6 It is acknowledged that your current arrangements for use of office
space, secretarial support and a car and driver cannot be terminated
until 31 March 2000. From 1 December 1999 to 31 March 2000 it is
recognised that you will continue to make use of your current
arrangements relating to such support services and will be compensated
by the Company at a rate equivalent to (pound)75,000 per annum.
7 For a period of 2 years and 6 months from 31 March 2000 (the Period)
you will be entitled to receive a cash sum in lieu of such support
services equivalent to the market value of such support services up to
a maximum of (pound)75,000 per annum or, at the option of the Company,
you will be supplied with appropriate office space, secretarial support
and a company car and driver.
For the avoidance of doubt if the Company becomes unable or unwilling
to supply such support services during the Period (whether through
change of ownership or otherwise), a cash sum will be payable at a
daily rate equivalent to the market value of such support services (up
to a maximum of (pound)75,000 per annum) in respect of the unexpired
portion of the Period.
Insurance
8 To the extent possible, the Company will use its reasonable endeavours
to obtain appropriate director's and officer's liability insurance for
your benefit during your appointment. Such insurance may not cover
claims in which you are directly or indirectly interested as the
claimant.
Other directorships and business interests
9 The Company recognises that you have other duties and business
interests. Accordingly, you will be expected to notify the Company
Secretary of any direct conflict of interest which may arise due to
your duties as a Director of the Company and any other duties or
business interests which you currently have.
10 During your appointment as a Director you will consult with the Company
Secretary of the Company prior to accepting any other (or further)
directorships of publicly quoted companies.
Code of conduct
11 During the period of your appointment you will comply with the Stock
Exchange Model Code for Securities Transactions by Directors of Listed
Companies and such other requirements as the Board of Directors may
from time to time specify.
Confidentiality
12 You must apply the highest standards of confidentiality, and not
disclose to any person or company (whether during the course of the
appointment or at any time after its termination), any confidential
information concerning the Company and any Group Companies with which
you come into contact by virtue of your position as Non-Executive
Chairman. The Company is able to arrange shredding of papers which you
no longer require.
Please confirm your agreement to the above by signing and returning to me the
enclosed duplicate of this letter.
Yours sincerely
/s/ Miranda Curtis
...................................
Miranda Curtis
For and on behalf of Telewest Communications plc
I have read and agree to the above terms regarding my appointment as the
Non-Executive Chairman of Telewest Communications plc.
/s/ Cob Stenham
...................................
Cob Stenham
19 September 2000
Cob Stenham, Esq.
4 The Grove
Highgate
London N6 6JU
Dear Cob
Amendment to the Terms of Your Appointment as Non-Executive Chairman of the
- ---------------------------------------------------------------------------
Board of Directors of Telewest Communications plc
- -------------------------------------------------
On behalf of Telewest Communications plc ("the Company"), I write to confirm an
amendment to the terms of your appointment. This amendment was approved by the
Remuneration Committee at its meeting on 1 August 2000.
With effect from 1 August 2000, your appointment may be terminated by either
party giving to the other 12 months' written notice, except that in the event of
a change of control of the Company the notice period shall be 24 months.
All the other terms of your appointment remain unaltered.
Please confirm your agreement to the above by signing and returning to me the
enclosed duplicate of this letter.
Yours sincerely,
/s/ Stani Yassukovich
Stani Yassukovich
- -----------------
For and on behalf of Telewest Communications plc
I have read and agree to the above terms
/s/ Cob Stenham
..............................
Cob Stenham
19 April 2002
Mr S Yassukovich
La Clemenssane
au lieudit La Bastide Basse
84480 Bonnieux
France
Dear Stani
Following our conversation last week with Clive Burns, I am writing to you, as
both the senior independent non-executive director and also the chairman of the
Remuneration Committee, to confirm my intentions in dealing with the "ratchet"
clause in my letter of appointment which increases my notice period from 12 to
24 months in the event of a change of control of the company.
There are two issues here:
1 If there was ever a "technical" change of control as part of a group
reorganisation, then I would not regard this as being sufficient to
trigger the "ratchet" clause. For the sake of clarity, I would only see
the clause becoming operative where there was both a legal and
management change of control of the company.
2 In the event that the company at any time undertakes a reorganisation
or other significant corporate transaction where it is necessary for
directors to vote on related proposals and/or advise shareholders to
similarly vote, then if the existence of the ratchet clause was ever
considered to compromise my independence, I would be happy to
relinquish the clause altogether. My ability to be seen to be able to
act independently is of course of vital importance in these
circumstances and therefore to continue with the ratchet clause would
not be appropriate.
Yours sincerely
/s/ Cob Stenham
COB STENHAM